ex4-1.htm


     

    Exhibit
      4.1

     

    
      
        

        

      

       

       

       

       

       

       

       

       

       

       

      DOUBLE
        HULL TANKERS, INC.

       

      


      


      


       

      ___________________________

      
 

      FORM
        OF INDENTURE

       

      Dated
        as of
        [              ]

       

      


      
        ___________________________

      

      
 

       

      


      [                                       ]

       

      Trustee

       

      


      


      


      


      


       

       

       

       

      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE
        OF CONTENTS

       

      Page

       

      ARTICLE
        ONE

       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      
        
          
            	
                    SECTION
                      1.01.  Definitions

                  	
                    1

                  
	SECTION
                    1.02.  Other Definitions	
                     6

                  
	SECTION
                    1.03.  Incorporation by Reference of Trust
                    Indenture Act 	
                     7

                  
	
                    SECTION
                      1.04.  Rules of
                      Construction 

                  	
                     7

                  


          

        

         

         

      

      ARTICLE
        TWO

       

      THE
        SECURITIES

       

      
        
           

          
            
              
                	
                        SECTION
                          2.01.  Issuable in
                          Series

                      	
                        7

                      
	SECTION
                        2.02.  Establishment of Terms of Series of
                        Securities	
                         8

                      
	SECTION
                        2.03.  Denominations; Provisions for
                        Payment	
                         10

                      
	
                        SECTION
                          2.04.  Execution and
                          Authentication

                      	
                         11

                      
	SECTION
                        2.05.  Registrar and Paying
                        Agent 	
                         12

                      
	SECTION
                        2.06.  Paying Agent to Hold Money in
                        Trust 	
                        13

                      
	SECTION
                        2.07.  Holder Lists 	
                        13

                      
	SECTION
                        2.08.  Transfer and
                        Exchange 	
                        14

                      
	SECTION
                        2.09.  Mutilated, Destroyed, Lost and
                        Stolen Securities 	
                        14

                      
	SECTION
                        2.10.  Outstanding
                        Securities 	
                        15

                      
	SECTION
                        2.11.  Treasury
                        Securities 	
                        15

                      
	SECTION
                        2.12.  Temporary
                        Securities 	
                        16

                      
	SECTION
                        2.13.  Cancellation 	
                        16

                      
	SECTION
                        2.14.  Defaulted
                        Interest 	
                        16

                      
	SECTION
                        2.15.  Global
                        Securities 	
                        16

                      
	SECTION
                        2.16.  CUSIP Numbers 	
                        18

                      
	SECTION
                        2.17.  Benefits of
                        Indenture 	
                        18

                      


              

            

             

          

        

         

      

      ARTICLE
        THREE

       

      REDEMPTION
        AND PREPAYMENT

    

     

    
      
         

        
          
            
              	
                      SECTION
                        3.01.  Notices to
                        Trustee

                    	
                      18

                    
	SECTION
                      3.02.  Selection of Securities to be
                      Redeemed	
                      18

                    
	SECTION
                      3.03.  Notice of Redemption	
                      19

                    
	
                      SECTION
                        3.04.  Effect of Notice of
                        Redemption

                    	
                      20

                    
	SECTION
                      3.05.  Deposit of Redemption
                      Price 	
                      20

                    
	SECTION
                      3.06.  Securities Redeemed in
                      Part 	
                      21

                    


            

          

           

        

      

       

       

    

    
 

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      FOUR

     

    COVENANTS

     

    
      
         

        
          
            
              	
                      SECTION
                        4.01.  Payment of
                        Securities

                    	
                      21

                    
	SECTION
                      4.02.  SEC Reports	
                      21

                    
	SECTION
                      4.03.  Compliance Certificate	
                      21

                    
	
                      SECTION
                        4.04.  Further Instruments and
                        Acts

                    	
                      22

                    
	SECTION
                      4.05.  Corporate Existence	
                      22

                    
	SECTION
                      4.06.  Calculation of Original Issue
                      Discount	
                      22

                    
	SECTION
                      4.07.  Additional
                      Amounts 	
                       22

                    


            

          

           

        

      

    

     

    ARTICLE
      FIVE

     

    SUCCESSOR
      COMPANIES

     

    
       

      
        
          
            	
                    SECTION
                      5.01.  Merger, Consolidation or Sale of
                      Assets

                  	
                    23

                  
	SECTION
                    5.02.  Surviving Person
                    Substituted	
                     24

                  


          

        

      

    

     

    
       

    

    ARTICLE
      SIX

     

    DEFAULTS
      AND REMEDIES

     

     
       

      
        
          
            	
                    SECTION
                      6.01.  Events of
                      Default

                  	
                    25

                  
	SECTION
                    6.02.  Acceleration	
                     27

                  
	SECTION
                    6.03.  Other Remedies	
                     27

                  
	
                    SECTION
                      6.04.  Waiver of Past
                      Defaults

                  	
                     28

                  
	SECTION
                    6.05.  Control by Majority	
                     28

                  
	SECTION
                    6.06.  Limitation on Suits	
                    28

                  
	SECTION
                    6.07.  Rights of Holders to Receive
                    Payment	
                    29

                  
	SECTION
                    6.08.  Collection Suit by
                    Trustee	
                    29

                  
	SECTION
                    6.09.  Trustee May File Proofs of
                    Claim	
                    29

                  
	SECTION
                    6.10.  Priorities	
                    29

                  
	SECTION
                    6.11.  Undertaking for Costs	
                    30

                  
	SECTION
                    6.12.  Waiver of Stay or Extension
                    Laws	
                    30

                  


          

        

      

    

     

    
       

    

    ARTICLE
      SEVEN

     

    TRUSTEE

     

    
       

      
        
          
            	
                    SECTION
                      7.01.  Duties of
                      Trustee

                  	
                    30

                  
	SECTION
                    7.02.  Rights of Trustee	
                     32

                  
	SECTION
                    7.03.  Individual Rights of
                    Trustee	
                     33

                  
	
                    SECTION
                      7.04.  Trustee’s
                      Disclaimer

                  	
                     33

                  
	SECTION
                    7.05.  Notice of Defaults	
                     33

                  


          

        

      

    

     

     

    
       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

       

      
         

        
          
            
              	
                      SECTION
                        7.06.  Reports by Trustee to
                        Holder

                    	
                      33

                    
	SECTION
                      7.07.  Compensation and
                      Indemnity	
                       34

                    
	SECTION
                      7.08.  Replacement of Trustee	
                       34

                    
	
                      SECTION
                        7.09.  Successor Trustee by
                        Merger

                    	
                       35

                    
	SECTION
                      7.10.  Eligibility;
                      Disqualification	
                       35

                    
	SECTION
                      7.11.  Preferential Collection of Claims
                      Against Company	
                      36

                    


            

          

        

      

       

       

    

    ARTICLE
      EIGHT

     

    LEGAL
      DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND
      DISCHARGE

     

    
      
        
           

          
            
              
                	
                        SECTION
                          8.01.  Option to Effect Legal Defeasance or
                          Covenant Defeasance

                      	
                        36

                      
	SECTION
                        8.02.  Legal Defeasance and
                        Discharge	
                         36

                      
	SECTION
                        8.03.  Covenant Defeasance	
                         37

                      
	
                        SECTION
                          8.04.  Conditions to Legal or Covenant
                          Defeasance

                      	
                         37

                      
	SECTION
                        8.05.  Deposited Money and U.S. Government
                        Obligations to be Held in Trust; Other Miscellaneous
                        Provisions	
                         38

                      
	SECTION
                        8.06.  Repayment to Company	
                        39

                      
	SECTION
                        8.07.  Reinstatement 	
                         39

                      
	SECTION
                        8.08.  Satisfaction and Discharge of
                        Indenture 	
                         40

                      


              

            

          

        

         

      

       

    

    ARTICLE
      NINE

     

    AMENDMENTS

     

    
       

      
        
          
            	
                    
                      SECTION
                        9.01.  Without Consent of
                        Holders

                    

                  	
                    41

                  
	SECTION
                    9.02.  With Consent of
                    Holders	
                     42

                  
	SECTION
                    9.03.  Compliance with Trust Indenture
                    Act	
                     43

                  
	
                    SECTION
                      9.04.  Revocation and Effect of Consents
                      and Waivers

                  	
                     43

                  
	SECTION
                    9.05.  Notation on or Exchange of
                    Securities	
                     43

                  
	SECTION
                    9.06.  Trustee to Sign
                    Amendments	
                    43

                  
	SECTION
                    9.07.  Payment for Consent	
                     44

                  


          

        

      

    

     

     

    ARTICLE
      TEN

     

    MISCELLANEOUS

     

    
      
        
           

          
            
              
                	
                        
                          SECTION
                            10.01.  Trust Indenture Act
                            Controls

                        

                      	
                        44

                      
	SECTION
                        10.02.  Notices	
                         44

                      
	SECTION
                        10.03.  Communication by Holders with
                        Other Holders	
                         45

                      
	
                        SECTION
                          10.04.  Certificate and Opinion as to
                          Conditions Precedent

                      	
                         45

                      
	SECTION
                        10.05.  Statements Required in Certificate
                        or Opinion	
                         45

                      
	SECTION
                        10.06.  Acts of Holders	
                        45

                      
	SECTION
                        10.07.  Rules by Trustee, Paying Agent and
                        Registrar	
                         47

                      


              

            

          

        

      

       

       

       

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        
           

          
            
              
                	
                        
                          SECTION
                            10.08.  Legal
                            Holidays

                        

                      	
                        47

                      
	SECTION
                        10.09.  Governing Law	
                         47

                      
	SECTION
                        10.10.  No Recourse Against
                        Others	
                         47

                      
	
                        SECTION
                          10.11.  Successors

                      	
                         47

                      
	SECTION
                        10.12.  Multiple Originals	
                         48

                      
	SECTION
                        10.13.  Table of Contents;
                        Headings	
                        48

                      
	SECTION
                        10.14.  Severability	
                         48

                      


              

            

          

        

      

       

       

    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    CROSS-REFERENCE
      TABLE*

     

    
      
        	
                Trust
                  Indenture Act Section

              	
                Indenture
                  Section

              
	
                310

              	
                (a)(1)

              	
                7.10

              
	 	
                (a)(2)

              	
                7.10

              
	 	
                (a)(3)

              	
                Not
                  Applicable

              
	 	
                (a)(4)

              	
                Not
                  Applicable

              
	 	
                (a)(5)

              	
                7.10

              
	 	
                (b)

              	
                7.10

              
	 	
                (c)

              	
                Not
                  Applicable

              
	
                311

              	
                (a)

              	
                7.11

              
	 	
                (b)

              	
                7.11

              
	 	
                (c)

              	
                Not
                  Applicable

              
	
                312

              	
                (a)

              	
                2.06

              
	 	
                (b)

              	
                10.03

              
	 	
                (c)

              	
                10.03

              
	
                313

              	
                (a)

              	
                7.06

              
	 	
                (b)(1)

              	
                Not
                  Applicable

              
	 	
                (b)(2)

              	
                7.06

              
	 	
                (c)

              	
                7.06

              
	 	
                (d)

              	
                7.06

              
	
                314

              	
                (a)

              	
                4.02;4.03

              
	 	
                (b)

              	
                Not
                  Applicable

              
	 	
                (c)(1)

              	
                10.04

              
	 	
                (c)(2)

              	
                10.04

              
	 	
                (c)(3)

              	
                Not
                  Applicable

              
	 	
                (d)

              	
                Not
                  Applicable

              
	 	
                (e)

              	
                10.05

              
	 	
                (f)

              	
                Not
                  Applicable

              
	
                315

              	
                (a)

              	
                7.01

              
	 	
                (b)

              	
                7.05

              
	 	
                (c)

              	
                7.01

              
	 	
                (d)

              	
                7.01

              
	 	
                (e)

              	
                6.11

              
	
                316

              	
                (a)
                  (last sentence)

              	
                2.10

              
	 	
                (a)(1)(A)

              	
                6.05

              
	 	
                (a)(1)(B)

              	
                6.04

              
	 	
                (a)(2)

              	
                Not
                  Applicable

              
	 	
                (b)

              	
                6.07

              
	 	
                (c)

              	
                2.13

              
	 	
                317  (a)(1)

              	
                6.08

              
	 	
                (a)(2)

              	
                6.09

              
	 	
                (b)

              	
                2.05

              
	 	
                318  (a)

              	
                10.01

              
	 	
                (b)

              	
                Not
                  Applicable

              
	 	
                (c)

              	
                10.01

              


      

    

                    *This
      Cross-Reference
      Table does not constitute part of the Indenture and shall not have any bearing
      on the interpretation of any of its terms or provisions.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    INDENTURE
      dated as of [        ], between DOUBLE
      HULL TANKERS, INC., a Marshall Islands corporation, and
      [                   ],
      as trustee.

     

    The
      Company and the Trustee agree as follows for the benefit of each other and
      for
      the equal and ratable benefit of the Holders of the securities issued under
      this
      Indenture (the “Securities”):

     

    ARTICLE
      ONE

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    SECTION
      1.01.  Definitions.

     

    For
      all
      purposes under this Indenture and any supplemental indenture hereto, except
      as
      otherwise expressly provided or unless the context otherwise requires, the
      following terms shall have the following meanings:

     

    “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 purposes of this definition, “control” (including,
      with correlative meanings, the terms “controlling,” “controlled by” and “under
      common control with”), when used with respect to any Person, shall mean the
      power to direct or cause the direction of the management or policies of such
      Person, directly or indirectly, whether through the ownership of voting
      securities, by agreement or otherwise.

     

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

     

    “Bankruptcy
      Law” means Title 11, U.S. Code or any similar federal or state law for the
      relief of debtors.

     

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

     

    “Board
      Resolution” means a copy of a resolution certified by the Secretary or an
      Assistant Secretary of the Company to have been adopted by the Board of
      Directors or pursuant to authorization by the Board of Directors and to be
      in
      full force and effect on the date of the certificate and delivered to the
      Trustee.

     

    “Business
      Day” means any day other than a Legal Holiday.

     

    “Capital
      Stock” means, with respect to any Person, any shares or other equivalents
      (however designated) of any class of corporate stock or partnership interests
      or
      any other participations, rights, warrants, options or other interests in the
      nature of an equity interest in such Person, including preferred stock,
      including any debt security convertible or exchangeable into such equity
      interest.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Clearstream”
      means Clearstream Banking, société anonyme, or any successor
      thereto.

     

    “Commodity
      Price Protection Agreement” means, in respect of a Person, any forward contract,
      commodity swap agreement, commodity option agreement or other similar agreement
      or arrangement designed to protect such Person against fluctuations in commodity
      prices.

     

    “Company”
      means Double Hull Tankers, Inc., and any and all successors
      thereto.

     

    “Company
      Order” means a written order signed in the name of the Company by two Officers,
      one of whom must be the Company’s principal executive officer, principal
      financial officer or principal accounting officer.

     

    “Corporate
      Trust Office of the Trustee” shall be the address of the Trustee specified in
      Section 10.02 hereof or such other address as to which the Trustee may give
      notice to the Company.

     

    “Currency
      Exchange Protection Agreement” means, in respect of a Person, any foreign
      exchange contract, currency swap agreement, currency option or other similar
      agreement or arrangement designed to protect such Person against fluctuations
      in
      currency exchange rates.

     

    “Debt”
      means, with respect to any Person (without duplication):

     

    (a) the
      principal of and premium (if any) in respect of any obligation of such Person
      for money borrowed, and any obligation evidenced by notes, debentures, bonds
      or
      other similar instruments for the payment of which such Person is responsible
      or
      liable;

     

    (b) all
      obligations of such Person as lessee under leases required to be capitalized
      on
      the balance sheet of the lessee under generally accepted accounting principles
      and leases of Property made as part of any sale and leaseback transaction
      entered into by such Person;

     

    (c) all
      obligations of such Person issued or assumed as the deferred purchase price
      of
      Property, all conditional sale obligations of such Person and all obligations
      of
      such Person under any title retention agreement (but excluding trade accounts
      payable arising in the ordinary course of business);

     

    (d) all
      obligations of such Person for the reimbursement of any obligor on any letter
      of
      credit, banker’s acceptance or similar credit transaction;

     

    (e) all
      obligations of the type referred to in clauses (a) through (d) of other Persons
      and all dividends of other Persons for the payment of which, in either case,
      such Person is responsible or liable, directly or indirectly, as obligor,
      guarantor or otherwise, including by means of any Guarantee;

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    (f) all
      obligations of the type referred to in clauses (a) through (d) of other Persons
      secured by any Lien on any Property of such Person (whether or not such
      obligation is assumed by such Person); and

     

    (g) to
      the extent not otherwise included in this definition, obligations pursuant
      to
      any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity
      Price Protection Agreement or any other similar agreement or arrangement of
      such
      Person.

     

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

     

    “Definitive
      Security” means a certificated Security registered in the name of the Holder
      thereof and issued in accordance with Section 2.08 hereof.

     

    “Depositary”
      means, with respect to the Securities issuable or issued in whole or in part
      in
      global form, the Person specified in Section 2.15 hereof as the Depositary
      with respect to the Securities, and any and all successors thereto appointed
      as
      depositary hereunder and having become such pursuant to the applicable provision
      of this Indenture.

     

    “Dollar”
      means a dollar or other equivalent unit in such coin or currency of the United
      States as at the time shall be legal tender for the payment of public and
      private debt.

     

    “Euroclear”
      means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
      successor thereto.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Foreign
      Currency” means any currency or currency unit issued by a government other than
      the government of The United States of America.

     

    “GAAP”
      means generally accepted accounting principles in the United States of America
      as determined by the Public Company Accounting Principles Oversight
      Board.

     

    “Global
      Security”  when used with respect to any Series of Securities issued
      hereunder, means a Security which is executed by the Company and authenticated
      and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
      instruction, all in accordance with this Indenture and an indenture supplemental
      hereto, if any, or Board Resolution and pursuant to a Company Order, which
      shall
      be registered in the name of the Depositary or its nominee and which shall
      represent, and shall be denominated in an amount equal to the aggregate
      principal amount of, all the outstanding Securities of such Series or any
      portion thereof, in either case having the same terms, including, without
      limitation, the same original issue date, date or dates on which principal
      is
      due, and interest rate or method of determining interest and which shall bear
      the legend as prescribed by Section 2.15(c).

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Global
      Security Legend” means the legend set forth in Section 2.15(c), which is
      required to be placed on all Global Securities issued under this
      Indenture.

     

    “Guarantee”
      means a guarantee (other than by endorsement of negotiable instruments for
      collection in the ordinary course of business), direct or indirect, in any
      manner (including, without limitation, by way of a pledge of assets or through
      letters of credit or reimbursement agreements in respect thereof), of all or
      any
      part of any Debt. The term “Guarantor” shall mean any Person Guaranteeing any
      obligation.

     

    “Holder”
      means a Person in whose name a Security is registered on the Registrar’s
      books.

     

    “Indenture”
      means this Indenture, as amended or supplemented from time to time.

     

    “Interest
      Payment Date” when used with respect to any Series of Securities, means the date
      specified in such Securities for the payment of any installment of interest
      on
      those Securities.

     

    “Interest
      Rate Agreement” means, for any Person, any interest rate swap agreement,
      interest rate cap agreement, interest rate collar agreement or other similar
      agreement designed to protect against fluctuations in interest
      rates.

     

    “Lien”
      means, with respect to any Property of any Person, any mortgage or deed of
      trust, pledge, hypothecation, assignment, deposit arrangement, security
      interest, lien, charge, encumbrance, preference, priority or other security
      agreement or preferential arrangement of any kind or nature whatsoever on or
      with respect to such Property (including any capital lease obligation,
      conditional sale or other title retention agreement having substantially the
      same economic effect as any of the foregoing or any sale and leaseback
      transaction).

     

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

     

    “Officer”
      means, with respect to any Person, the Chairman of the Board, the Chief
      Executive Officer, the President, the Chief Operating Officer, the Chief
      Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
      the
      Secretary or any Vice-President of such Person.

     

    “Officers’
      Certificate” means a certificate signed on behalf of the Company by two Officers
      of the Company, one of whom must be the principal executive officer, the
      principal financial officer or the principal accounting officer of the Company,
      that meets the requirements of Section 10.04 and 10.05 hereof.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Opinion
      of Counsel” means an opinion from legal counsel, that meets the requirements of
      Section 10.04 hereof. The counsel may be an employee of or counsel to the
      Company, any Subsidiary of the Company or the Trustee.

     

    “Original
      Issue Discount Security” means any Security that provides for an amount less
      than the stated principal amount thereof to be due and payable upon declaration
      of acceleration of the maturity thereof pursuant to
      Section 6.02.

     

    “Participant”
      means, with respect to the Depositary, Euroclear or Clearstream, a Person who
      has an account with the Depositary, Euroclear or Clearstream, respectively
      (and,
      with respect to the Depository Trust Company, shall include Euroclear and
      Clearstream).

     

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

     

    “Property”
      means, with respect to any Person, any interest of such Person in any kind
      of
      property or asset, whether real, personal or mixed, or tangible or intangible,
      including Capital Stock in, and other securities of, any other
      Person.

     

    “Responsible
      Officer” with respect to the Trustee, means any Vice President, Assistant Vice
      President, Assistant Treasurer or any other officer of the Trustee assigned
      by
      the Trustee to administer its corporate trust matters and who customarily
      performs functions similar to those performed by such Persons who at the time
      shall be such officers, respectively, or to whom any corporate trust matter
      is
      referred because of such Person’s knowledge of and familiarity with the
      particular subject and who shall have direct responsibility for administration
      of this Indenture.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Securities”
      has the meaning assigned to it in the preamble to this Indenture.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Series”
      or “Series of Securities” means each series of debentures, notes or other debt
      instruments of the Company created pursuant to Sections 2.01 and 2.02
      hereof.

     

    “Significant
      Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the
      Company within the meaning of Rule 1-02 under Regulation S-X promulgated by
      the
      SEC.

     

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

     

     

    
      
        
        

      

      
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    “Subsidiary”
      of any Person means any corporation, limited liability company, association,
      partnership or other business entity of which more than 50% of the total voting
      power of shares of Capital Stock or other interests (including partnership
      interests) entitled (without regard to the occurrence of any contingency) to
      vote in the election of directors, managers or trustees thereof is at the time
      owned or controlled, directly or indirectly, by (i) such Person,
      (ii) such Person and one or more Subsidiaries of such Person or
      (iii) one or more Subsidiaries of such Person.

     

    “TIA”
      means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) and the rules
      and regulations thereunder as in effect on the date on which this Indenture
      is
      qualified under the TIA, except as provided in Section 9.03.

     

    “Trustee”
      means the party named as such above until a successor replaces it in accordance
      with the applicable provisions of this Indenture and thereafter means the
      successor serving hereunder.

     

    “U.S.
      Government Obligations” means direct obligations (or certificates representing
      an ownership interest in such obligations) of the United States of America
      (including any agency or instrumentality thereof) for the payment of which
      the
      full faith and credit of the United States of America is pledged and which
      are
      not callable or redeemable at the issuer’s option.

     

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

     

    “Voting
      Stock” of any Person means all classes of Capital Stock or other interests
      (including partnership interests) of such Person then outstanding and normally
      entitled (without regard to the occurrence of any contingency) to vote in the
      election of directors, managers or trustees thereof.

     

    SECTION
      1.02.  Other Definitions.

     

    
      	
              Term

            	
              Defined
                in Section

            
	
              “Additional
                Amounts”                                                       

            	
              4.07

            
	
              “Covenant
                Defeasance”                                                       

            	
              8.03

            
	
              “Custodian”                                                       

            	
              6.01

            
	
              “Event
                of
                Default”                                                       

            	
              6.01

            
	
              “Legal
                Defeasance”                                                       

            	
              8.02

            
	
              “Legal
                Holiday”                                                       

            	
              10.08

            
	
              “Paying
                Agent”                                                       

            	
              2.05

            
	
              “Registrar”                                                       

            	
              2.05

            
	
              “Relevant
                Taxing Jurisdiction”

            	
              4.07

            
	
              “Service
                Agent”                                                       

            	
              2.05

            
	
              “Surviving
                Person”                                                       

            	
              5.01

            
	
              “Taxes”                                                       

            	
              4.07

            


    

     

     

    
      
        
        

      

      
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    SECTION
      1.03.  Incorporation by Reference of Trust
      Indenture Act.  This Indenture is subject to the mandatory
      provisions of the TIA, which are incorporated by reference in and made a part
      of
      this Indenture.  The following TIA terms used in this Indenture have
      the following meanings:

     

    “indenture
      securities” means the Securities;

     

    “indenture
      security Holder” means a Holder of a Security;

     

    “indenture
      to be qualified” means this Indenture;

     

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

     

    “obligor”
      on the Securities means the Company and any successor obligor upon the
      Securities.

     

    All
      other
      terms used in this Indenture that are defined by the TIA, defined by the TIA’s
      reference to another statute or defined by SEC rule under the TIA have the
      meanings so assigned to them.

     

    SECTION
      1.04.  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 GAAP;

     

    (3)  “or”
      is not exclusive;

     

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

     

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

     

    (6)  references
      to sections of or rules under the Securities Act shall be deemed to include
      substitute, replacement or successor sections or rules adopted by the SEC from
      time to time.

     

     

    ARTICLE
      TWO

     

    THE
      SECURITIES

     

    SECTION
      2.01.  Issuable in Series.  The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited.  The Securities may be issued in
      one or more Series. All Securities of a Series shall be identical except as
      may
      be set forth in a Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to the
      authority granted under a Board Resolution. In the case of Securities of a
      Series to be issued from time to time, the Board Resolution, supplemental
      indenture or Officers’ Certificate may provide for the method by which specified
      terms (such as interest rate, maturity date, record date or date from which
      interest shall accrue) are to be determined. Securities may differ between
      Series in respect of any matters.

     

     

    
      
        
        

      

      
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    SECTION
      2.02.  Establishment of Terms of Series of
      Securities.  At or prior to the issuance of any Securities within
      a Series, the following shall be established (as to the Series generally, in
      the
      case of Subsection 2.02(a) and either as to such Securities within the
      Series or as to the Series generally in the case of Subsections 2.02(b)
      through 2.02(w)) by a Board Resolution, a supplemental indenture or an Officers’
Certificate pursuant to authority granted under a Board Resolution:

     

    (a)
      the
      title of the Securities of the Series (which shall distinguish the Securities
      of
      that particular Series from the Securities of any other Series);

     

    (b)  the
      ranking of the Securities of the Series relative to other Debt of the Company
      and the terms of any subordination provisions;

     

    (c)
      any
      limit upon the aggregate principal amount of the Securities of the Series which
      may be authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the Series);

     

    (d)
      the
      date or dates on which the principal and premium of the Securities of the Series
      are payable;

     

    (e)
      the
      rate or rates (which may be fixed or variable) at which the Securities of the
      Series shall bear interest, if any, or the method of determining such rate
      or
      rates, the date or dates from which such interest, if any, shall accrue, the
      Interest Payment Dates on which such interest, if any, shall be payable or
      the
      method by which such dates will be determined, the record dates for the
      determination of Holders thereof to whom such interest is payable (in the case
      of Securities in registered form), and the basis upon which such interest will
      be calculated if other than that of a 360-day year of twelve 30-day
      months;

     

    (f)
      the
      currency or currencies, including composite currencies in which Securities
      of
      the Series shall be denominated, if other than Dollars, the place or places,
      if
      any, in addition to or instead of the Corporate Trust Office of the Trustee
      (in
      the case of Securities in registered form) or the principal New York office
      of
      the Trustee (in the case of Securities in bearer form), where the principal,
      premium and interest with respect to Securities of such Series shall be payable
      or the method of such payment, if by wire transfer, mail or other
      means;

     

    (g)
      the
      price or prices at which, the period or periods within which, and the terms
      and
      conditions upon which, Securities of the Series may be redeemed, in whole or
      in
      part at the option of the Company or otherwise;

     

    (h)
      the
      form of the Securities of the Series and whether Securities of the Series are
      to
      be issued in registered form or bearer form or both and, if Securities are
      to be
      issued in bearer form, whether coupons will be attached to them, whether
      Securities of the Series in bearer form may be exchanged for Securities of
      the
      Series issued in registered form, and the circumstances under which and the
      places at which any such exchanges, if permitted, may be made;

     

     

    
      
        
        

      

      
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    (i)
      if
      any Securities of the Series are to be issued in bearer form or as one or more
      Global Securities representing individual Securities of the Series in bearer
      form, whether certain provisions for the payment of additional interest or
      tax
      redemptions shall apply; whether interest with respect to any portion of a
      temporary Security of the Series in bearer form payable with respect to any
      Interest Payment Date prior to the exchange of such temporary Security in bearer
      form for definitive Securities of the Series in bearer form shall be paid to
      any
      clearing organization with respect to the portion of such temporary Security
      in
      bearer form held for its account and, in such event, the terms and conditions
      (including any certification requirements) upon which any such interest payment
      received by a clearing organization will be credited to the Persons entitled
      to
      interest payable on such Interest Payment Date; and the terms upon which a
      temporary Security in bearer form may be exchanged for one or more definitive
      Securities of the Series in bearer form;

     

    (j)
      the
      obligation, if any, of the Company to redeem, purchase or repay the Securities
      of the Series pursuant to any sinking fund or analogous provisions 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, Securities of
      the
      Series shall be redeemed, purchased or repaid, in whole or in part, pursuant
      to
      such obligations;

     

    (k)
      the
      terms, if any, upon which the Securities of the Series may be exchanged for
      any
      of the Company’s common stock or other equity interests, and the terms and
      conditions upon which such exchange shall be effected, including the initial
      exchange price or rate, the exchange period and any other additional
      provisions;

     

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

     

    (m)
      if
      the amount of principal, premium or interest with respect to the Securities
      of
      the Series may be determined with reference to an index or pursuant to a
      formula, the manner in which such amounts will be determined;

     

    (n)
      if
      the principal amount payable at the Stated Maturity of Securities of the Series
      will not be determinable as of any one or more dates prior to such Stated
      Maturity, the amount that will be deemed to be such principal amount as of
      any
      such date for any purpose, including the principal amount thereof which will
      be
      due and payable upon any Maturity other than the Stated Maturity and which
      will
      be deemed to be outstanding as of any such date (or, in any such case, the
      manner in which such deemed principal amount is to be determined), and if
      necessary, the manner of determining the equivalent thereof in
      Dollars;

     

    (o)
      the
      applicability of or any changes or additions to the defeasance and discharge
      provisions of Article Eight;

     

     

    
      
        
        

      

      
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    (p)
      if
      other than the principal amount thereof, the portion of the principal amount
      of
      the Securities of the Series that shall be payable upon declaration of
      acceleration of the maturity thereof pursuant to Section 6.02;

     

    (q)
      the
      terms, if any, of the transfer, mortgage, pledge or assignment as security
      for
      the Securities of the Series of any properties, assets, moneys, proceeds,
      securities or other collateral, including whether certain provisions of the
      TIA
      are applicable and any corresponding changes to provisions of this Indenture
      as
      then in effect;

     

    (r)
      any
      addition to or change in the Events of Default which applies to any Securities
      of the Series and any change in the right of the Trustee or the requisite
      Holders of such Series of Securities to declare the principal amount of,
      premium, if any, and interest on such Series of Securities due and payable
      pursuant to Section 6.02;

     

    (s)
      if
      the Securities of the Series shall be issued in whole or in part in the form
      of
      a Global Security, the terms and conditions, if any, upon which such Global
      Security may be exchanged in whole or in part for other individual Definitive
      Securities of such Series, the Depositary for such Global Security and the
      form
      of any legend or legends to be borne by any such Global Security in addition
      to
      or in lieu of the Global Securities Legend;

     

    (t)
      any
      Trustee, authenticating agent, Paying Agent, transfer agent, Service Agent
      or
      Registrar;

     

    (u)
      the
      applicability of, and any addition to or change in, the covenants (and the
      related definitions) set forth in Articles Four or Five which applies to
      Securities of the Series;

     

    (v)
      with
      regard to Securities of the Series that do not bear interest, the dates for
      certain required reports to the Trustee;

     

    (w)
      the
      terms applicable to Original Issue Discount Securities, including the rate
      or
      rates at which original issue discount will accrue;

     

    (x)
      any
      other terms of Securities of the Series (which terms shall not be prohibited
      by
      the provisions of this Indenture).

     

    All
      Securities of any one Series need not be issued at the same time and may be
      issued from time to time, consistent with the terms of this Indenture, if so
      provided by or pursuant to the Board Resolution, supplemental indenture or
      Officers’ Certificate referred to above, and the authorized principal amount of
      any Series may not be increased to provide for issuances of additional
      Securities of such Series, unless otherwise provided in such Board Resolution,
      supplemental indenture or Officers’ Certificate.

     

    SECTION
      2.03.  Denominations; Provisions for
      Payment.  The Securities shall be issuable, except as otherwise
      provided with respect to any series of Securities pursuant to Section 2.02,
      as registered Securities in the denominations of one thousand Dollars ($1,000)
      or any integral multiple thereof, subject to Sections 2.02(f) and
      2.02(l).  The Securities of any Series shall bear interest payable on
      the dates and at the rate specified with respect to that
      Series.  Unless otherwise provided as contemplated by
      Section 2.02 with respect to Securities of any Series, the principal of and
      the interest on the Securities of any Series, as well as any premium thereon
      in
      case of redemption thereof prior to maturity, shall be payable in
      Dollars.  Such payment shall be made at the office or agency of the
      Company maintained for that purpose in the Borough of Manhattan, the City and
      State of New York. Each Security shall be dated the date of its authentication.
      Unless otherwise provided as contemplated by Section 2.02, interest on the
      Securities shall be computed on the basis of a 360-day year composed of twelve
      30-day months.

     

     

    
      
        
        

      

      
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    The
      interest installment on any Security that is payable, and is punctually paid
      or
      duly provided for, on any Interest Payment Date for Securities of that Series
      shall be paid to the Person in whose name said Security (or one or more
      predecessor Securities) is registered at the close of business on the regular
      record date for such interest installment.

     

    Unless
      otherwise set forth in a Board Resolution, a supplemental indenture or an
      Officers’ Certificate establishing the terms of any Series of Securities
      pursuant to Section 2.02 hereof, the term “regular record date” as used in
      this Section with respect to Securities of any Series with respect to any
      Interest Payment Date for such Series shall mean (i) either the fifteenth
      day of the month immediately preceding the month in which an Interest Payment
      Date established for such series pursuant to Section 2.02 hereof shall
      occur, if such Interest Payment Date is the first day of a month or
      (ii) the first day of the month in which an Interest Payment Date
      established for such Series pursuant to Section 2.02 hereof shall occur, if
      such Interest Payment Date is the fifteenth day of a month, whether or not
      such
      date is a Business Day.

     

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

     

    SECTION
      2.04.  Execution and
      Authentication.  One or more Officers shall sign the Securities
      for the Company by manual or facsimile signature.  If an Officer whose
      signature is on a Security no longer holds that office at the time the Security
      is authenticated, the Security shall nevertheless be valid.  A
      Security shall not be valid until authenticated by the manual signature of
      the
      Trustee or an authenticating agent.  The signature shall be conclusive
      evidence that the Security has been authenticated under this
      Indenture.  The Securities may contain such notations, legends or
      endorsements required by law, stock exchange rule or usage.

     

    The
      Trustee shall at any time, and from time to time, authenticate Securities for
      original issue in the principal amount provided in the Board Resolution,
      supplemental indenture hereto or Officers’ Certificate, upon receipt by the
      Trustee of a Company Order.  Such Company Order may authorize
      authentication and delivery pursuant to oral or electronic instructions from
      the
      Company or its duly authorized agent or agents, which oral instructions shall
      be
      promptly confirmed in writing.  Each Security shall be dated the date
      of its authentication unless otherwise provided by a Board Resolution, a
      supplemental indenture hereto or an Officers’ Certificate.

     

     

    
      
        
        

      

      
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    The
      aggregate principal amount of Securities of any Series outstanding at any time
      may not exceed any limit upon the maximum principal amount for such Series
      set
      forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.02, except as provided in
      Section 2.09.

     

    Prior
      to
      the issuance of Securities of any Series, the Trustee shall have received and
      (subject to Section 7.02) shall be fully protected in relying
      on:  (a) the Board Resolution, supplemental indenture hereto or
      Officers’ Certificate establishing the form of the Securities of that Series or
      of Securities within that Series and the terms of the Securities of that Series
      or of Securities within that Series, (b) an Officers’ Certificate complying
      with Section 10.04 and 10.05, and (c) an Opinion of Counsel complying
      with Section 10.04 and 10.05.

     

    The
      Trustee shall have the right to decline to authenticate and deliver any
      Securities of such Series:  (a) if the Trustee, being advised by
      counsel, determines that such action may not lawfully be taken; or (b) if
      the Trustee in good faith by its board of directors or trustees, executive
      committee or a trust committee of directors and/or vice-presidents shall
      determine that such action would expose the Trustee to personal liability to
      Holders of any then outstanding Series of Securities.

     

    The
      Trustee may appoint an authenticating agent 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.

     

    SECTION
      2.05.  Registrar and Paying
      Agent.  So long as Securities of any Series remaining outstanding,
      the Company agrees to maintain an office or agency in the Borough of Manhattan,
      the City and State of New York (or any other place or places specified with
      respect to such Series pursuant to Section 2.02), where Securities of such
      Series may be presented or surrendered for payment (“Paying Agent”),
      where Securities of such Series may be presented for registration of transfer
      or
      exchange (“Registrar”) and where notices and demands to or upon the
      Company in respect of the Securities of such Series and this Indenture may
      be
      served (“Service Agent”).  The Registrar shall keep a register
      with respect to each Series of Securities and to their transfer and
      exchange.  The Company will give prompt written notice to the Trustee
      of the name and address, and any change in the name or address, of each office
      or agency, Registrar, Paying Agent or Service Agent.  If at any time
      the Company shall fail to maintain any such required office or agency,
      Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
      with the name and address thereof, such presentations, surrenders, notices
      and
      demands may be made or served at the Corporate Trust Office of the Trustee,
      and
      the Company hereby appoints the Trustee as its agent to receive all such
      presentations, surrenders, notices and demands.

     

     

    
      
        
        

      

      
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    The
      Company may also from time to time designate one or more co-registrars,
      additional paying agents or additional service agents and may from time to
      time
      rescind such designations; provided, however, that no such
      designation or rescission shall in any manner relieve the Company of its
      obligations to maintain a Registrar, Paying Agent and Service Agent in each
      place so specified pursuant to Section 2.02 for Securities of any Series
      for such purposes.  The Company will give prompt written notice to the
      Trustee of any such designation or rescission and of any change in the name
      or
      address of any such co-registrar, additional paying agent or additional service
      agent.  The term “Registrar” includes any co-registrar; the term
“Paying Agent” includes any additional paying agent; and the term “Service
      Agent” includes any additional service agent.

     

    The
      Company hereby appoints the Trustee as the initial Registrar, Paying Agent
      and
      Service Agent for each Series unless another Registrar, Paying Agent or Service
      Agent, as the case may be, is appointed prior to the time Securities of that
      Series are first issued.

     

    SECTION
      2.06.  Paying Agent to Hold Money in
      Trust.  The Company shall require each Paying Agent, other than
      the Trustee, to agree in writing that the Paying Agent will hold in trust,
      for
      the benefit of Holders of any Series of Securities, or the Trustee, all money
      held by the Paying Agent for the payment of principal of or interest on the
      Series of Securities, and will notify the Trustee of any default by the Company
      in making any such payment.  While any such default continues, the
      Trustee may require a Paying Agent to pay all money held by it to the
      Trustee.  Notwithstanding anything in this Section to the contrary,
      (i) the agreement to hold sums in trust as provided in this
      Section 2.06 is subject to the provisions of Section 8.06, and
      (ii) the Company may at any time, for the purpose of obtaining the
      satisfaction and discharge of this Indenture or for any other purpose, pay,
      or
      direct any paying agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      terms and conditions as those upon which such sums were held by the Company
      or
      such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
      such Paying Agent (if other than the Company or a Subsidiary) shall be released
      from all further liability with respect to the money.  If the Company
      or a Subsidiary of the Company acts as Paying Agent, it shall segregate and
      hold
      in a separate trust fund for the benefit of Holders of any Series of Securities
      all money held by it as Paying Agent.

     

    SECTION
      2.07.  Holder
      Lists.  (a)  The Trustee shall preserve in as current a
      form as is reasonably practicable the most recent list available to it of the
      names and addresses of Holders of each Series of Securities and shall otherwise
      comply with TIA § 312(a).  If the Trustee is not the Registrar,
      the Company shall furnish to the Trustee at least 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 each Series of Securities.

     

    (b)  The
      Trustee may destroy any list furnished to it as provided in Section 2.07(a)
      upon receipt of a new list so furnished.

     

     

    
      
        
        

      

      
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    SECTION
      2.08.  Transfer and
      Exchange.  When Securities of a Series are presented to the
      Registrar or a co-registrar with a request to register a transfer or to exchange
      them for an equal principal amount of Securities of the same Series, the
      Registrar shall register the transfer or make the exchange if its requirements
      for such transactions are met.  To permit registrations of transfers
      and exchanges, the Trustee shall authenticate Securities at the Registrar’s
      request.  No service charge shall be made for any registration of
      transfer or exchange (except as otherwise expressly permitted herein), but
      the
      Company 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 tax or similar governmental charge payable upon exchanges pursuant
      to
      Sections 2.12, 3.06 or 9.05).

     

    Neither
      the Company nor the Registrar shall be required (a) to issue, register the
      transfer of, or exchange Securities of any Series during the period beginning
      at
      the opening of business fifteen days immediately preceding the mailing of a
      notice of redemption of Securities of that Series selected for redemption and
      ending at the close of business on the day of such mailing, or (b) to
      register the transfer or exchange of Securities of any Series selected, called
      or being called for redemption as a whole or the portion being redeemed of
      any
      such Securities selected, called or being called for redemption in
      part.

     

    All
      Securities presented or surrendered for exchange or registration of transfer,
      as
      provided in this Section, shall be accompanied (if so required by the Company
      or
      the Registrar) by a written instrument or instruments of transfer, in form
      satisfactory to the Company or the Registrar, duly executed by the Holder or
      by
      such Holder’s duly authorized attorney in writing.

     

    The
      provisions of this Section 2.08 are, with respect to any Global Security,
      subject to Section 2.15 hereof.

     

    SECTION
      2.09.  Mutilated, Destroyed, Lost and Stolen
      Securities.  If any mutilated Security is surrendered to the
      Trustee, the Company shall execute and the Trustee shall authenticate and
      deliver in exchange therefor a new Security of the same Series and of like
      tenor
      and principal amount and bearing a number not contemporaneously
      outstanding.

     

    If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and
      (ii) such security or indemnity as may be required by them to save each of
      them and any agent of either of them harmless, then, in the absence of notice
      to
      the Company or the Trustee that such Security has been acquired by a bona fide
      purchaser, the Company shall execute and upon its request the Trustee shall
      authenticate and make available for delivery, in lieu of any such destroyed,
      lost or stolen Security, a new Security of the same Series and of like tenor
      and
      principal amount and bearing a number not contemporaneously
      outstanding.

     

    In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security (without surrender thereof except in the case
      of
      a mutilated Security) if the applicant for such payment shall furnish to the
      Company and the Trustee such security or indemnity as may be required by them
      to
      save each of them and any agent of either of them harmless, and, in case of
      destruction, loss or theft, evidence to their satisfaction of the destruction,
      loss or theft of such Security and of the ownership thereof.

     

     

    
      
        
        

      

      
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    Upon
      the
      issuance of any new Security under this Section 2.09, the Company may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee) connected therewith.

     

    Every
      new
      Security of any Series issued pursuant to this Section 2.09 in lieu of any
      destroyed, lost or stolen Security shall constitute an original additional
      contractual obligation of the Company, whether or not the destroyed, lost or
      stolen Security shall be at any time enforceable by anyone, and shall be
      entitled to all the benefits of this Indenture equally and proportionately
      with
      any and all other Securities of that Series duly issued hereunder.

     

    The
      provisions of this Section 2.09 are exclusive and shall preclude (to the
      extent lawful) any and all other rights and remedies, notwithstanding any law
      or
      statute existing or hereafter enacted to the contrary, with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen Securities,
      negotiable instruments or other securities.

     

    SECTION
      2.10.  Outstanding
      Securities.  The Securities outstanding at any time are all the
      Securities authenticated by the Trustee except for those canceled by it, those
      delivered to it for cancellation, those reductions in the interest on a Global
      Security effected by the Trustee in accordance with the provisions hereof and
      those described in this Section 2.10 as not outstanding.

     

    If
      a
      Security is replaced pursuant to Section 2.09, it ceases to be outstanding
      until the Trustee receives proof satisfactory to it that the replaced Security
      is held by a bona fide purchaser.

     

    If
      the
      Paying Agent (other than the Company, a Subsidiary of the Company or an
      Affiliate of any thereof) holds on the Maturity of Securities of a Series money
      sufficient to pay such Securities payable on that date, then on and after that
      date such Securities of the Series cease to be outstanding and interest on
      them
      ceases to accrue.

     

    A
      Security does not cease to be outstanding because the Company or an Affiliate
      thereof holds the Security.

     

    In
      determining whether the Holders of the requisite principal amount of outstanding
      Securities have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, the principal amount of an Original Issue Discount
      Security that shall be deemed to be outstanding for such purposes shall be
      the
      amount of the principal thereof that would be due and payable as of the date
      of
      such determination upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 6.02.

     

    SECTION
      2.11.  Treasury Securities.  In
      determining whether the Holders of the required principal amount of Securities
      of a Series have concurred in any request, demand, authorization, direction,
      notice, consent or waiver, Securities of a Series owned by the Company or an
      Affiliate of the Company shall be disregarded and deemed not to be outstanding,
      except that for the purposes of determining whether the Trustee shall be
      protected in relying on any such request, demand, authorization, direction,
      notice, consent or waiver only Securities of a Series that a Responsible Officer
      of the Trustee actually knows are so owned shall be so
      disregarded.  Subject to the foregoing, only Securities outstanding at
      the time shall be considered in any such determination.

     

     

    
      
        
        

      

      
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    SECTION
      2.12.  Temporary
      Securities.  Until Definitive Securities are ready for delivery,
      the Company may prepare and the Trustee shall authenticate temporary Securities
      upon a Company Order.  Temporary Securities shall be substantially in
      the form of Definitive Securities but may have variations that the Company
      considers appropriate for temporary Securities.  Without unreasonable
      delay, the Company shall prepare and the Trustee upon request shall authenticate
      Definitive Securities of the same Series and date of maturity in exchange for
      temporary Securities.  Until so exchanged, temporary Securities shall
      have the same rights under this Indenture as the Definitive
      Securities.

     

    SECTION
      2.13.  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 registration of transfer,
      exchange or payment.  The Trustee shall cancel all Securities
      surrendered for transfer, exchange, payment, replacement or cancellation and
      shall dispose of such canceled Securities according to its normal operating
      procedures (subject to the record retention requirement of the Exchange Act)
      and
      deliver a certificate of such disposition to the Company.  The Company
      may not issue new Securities to replace Securities that it has paid or delivered
      to the Trustee for cancellation.

     

    SECTION
      2.14.  Defaulted Interest.  If
      the Company defaults in a payment of interest on a Series of Securities, it
      shall pay the defaulted interest, plus, to the extent permitted by law, any
      interest payable on the defaulted interest, to the persons who are Holders
      of
      the Series on a subsequent special record date.  The Company shall fix
      the record date and payment date.  At least 30 days before the record
      date, the Company shall mail to the Trustee and to each Holder of the Series
      a
      notice that states the record date, the payment date and the amount of interest
      to be paid.  The Company may pay defaulted interest in any other
      lawful manner.

     

    SECTION
      2.15.  Global Securities.

     

    (a)  Terms
      of Securities.  A Board Resolution, a supplemental indenture
      hereto or an Officers’ Certificate shall establish whether the Securities of a
      Series shall be issued in whole or in part in the form of one or more Global
      Securities and the Depositary for such Global Security or
      Securities.

     

    (b)  Transfer
      and Exchange.  Notwithstanding any provisions to the contrary
      contained in Section 2.08 of the Indenture and in addition thereto, any
      Global Security shall be exchangeable pursuant to Section 2.08 of the
      Indenture for Securities registered in the names of Holders other than the
      Depositary for such Security or its nominee only if (i) such Depositary
      notifies the Company that it is unwilling or unable to continue as Depositary
      for such Global Security or if at any time such Depositary ceases to be a
      clearing agency registered under the Exchange Act, and, in either case, the
      Company fails to appoint a successor Depositary within 90 days of such
      event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable
      or
      (iii) an Event of Default with respect to the Securities represented by
      such Global Security shall have occurred and be continuing.  Any
      Global Security that is exchangeable pursuant to the preceding sentence shall
      be
      exchangeable for Securities registered in such names as the Depositary shall
      direct in writing in an aggregate principal amount equal to the principal amount
      of the Global Security with like tenor and terms.

     

     

    
      
        
        

      

      
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    Except
      as
      provided in this Section 2.15(b), a Global Security may only be transferred
      in whole but not in part (i) by the Depositary with respect to such Global
      Security to a nominee of such Depositary, (ii) by a nominee of such Depositary
      to such Depositary or another nominee of such Depositary or (iii) by the
      Depositary or any such nominee to a successor Depositary or a nominee of such
      a
      successor Depositary.

     

    (c)  Legend.  Any
      Global Security issued hereunder shall bear a legend in substantially the
      following form:

     

    “THIS
      SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
      SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.04 OF THE INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE
      BUT NOT IN PART PURSUANT TO SECTION 2.15(B) OF THE INDENTURE, (C) THIS SECURITY
      MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF
      THE
      INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE
      INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY
      (X)
      BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE
      DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY
      THE
      DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH
      SUCCESSOR DEPOSITARY.”

     

    (d)  Payments.  Notwithstanding
      the other provisions of this Indenture, unless otherwise specified as
      contemplated by Section 2.02, payment of the principal of and interest, if
      any, on any Global Security shall be made to the Holder thereof.

     

    (e)  Consents,
      Declaration and Directions.  Except as provided in
      Section 2.15(d), the Company, the Trustee and any Agent shall treat a
      person as the Holder of such principal amount of outstanding Securities of
      such
      Series represented by a Global Security as shall be specified in a written
      statement of the Depositary with respect to such Global Security, for purposes
      of obtaining any consents, declarations, waivers or directions required to
      be
      given by the Holders pursuant to this Indenture.

     

     

    
      
        
        

      

      
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    SECTION
      2.16.  CUSIP Numbers.  The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      as a convenience to Holders; provided that neither the Company nor the
      Trustee shall have any responsibility for any defect in the “CUSIP” number that
      appears on any Security, check, advice of payment or redemption notice, that
      any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Securities or as contained in any notice
      of a redemption and that reliance may be placed only on the other elements
      of
      identification printed on the Securities, and any such redemption shall not
      be
      affected by any defect in or omission of such numbers.  The Company
      shall promptly notify the Trustee of any change in CUSIP numbers.

     

    SECTION
      2.17.  Benefits of
      Indenture.  Nothing in this Indenture or in the Securities,
      express or implied, shall give or be construed to give to any Person, other
      than
      the parties hereto and the holders of the Securities, any legal or equitable
      right, remedy or claim under or in respect of this Indenture, or under any
      covenant, condition or provision herein contained; all such covenants,
      conditions and provisions being for the sole benefit of the parties hereto
      and
      of the Holders of the Securities.

     

     

    ARTICLE
      THREE

     

    REDEMPTION
      AND PREPAYMENT

     

    SECTION
      3.01.  Notices to Trustee.  The
      Company may, with respect to any Series of Securities, reserve the right to
      redeem and pay the Series of Securities or may covenant to redeem and pay the
      Series of Securities or any part thereof prior to the Stated Maturity thereof
      at
      such time and on such terms as provided for in such Series of
      Securities.  If a Series of Securities is redeemable and the Company
      wants or is obligated to redeem prior to the Stated Maturity thereof all or
      part
      of the Series of Securities pursuant to the terms of such Securities, it shall
      notify the Trustee of the redemption date and the principal amount of Securities
      of the Series to be redeemed and the redemption price. The Company shall give
      such notice to the Trustee at least 30 but no more that 60 days before the
      redemption date (or such shorter notice as may be acceptable to the
      Trustee).

     

    SECTION
      3.02.  Selection of Securities to be
      Redeemed.  Unless otherwise indicated for a particular Series of
      Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, if less than all of the Securities are to be redeemed or purchased
      in an offer to purchase at any time, the Trustee shall select the Securities
      to
      be redeemed or purchased as follows:

     

    (1)  if
      the Securities are listed on any national securities exchange, in compliance
      with the requirements of the principal national securities exchange, if any,
      on
      which the Securities are listed; or

     

     

    
      
        
        

      

      
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    (2)  if
      the Securities are not listed on any national securities exchange, on a pro
      rata
      basis, by lot or by such other method as the Trustee shall deem fair and
      appropriate.

     

    Unless
      otherwise indicated for a particular Series of Securities by a Board Resolution,
      a supplemental indenture or an Officers’ Certificate, no Securities of $1,000 of
      principal amount or less will be redeemed in part.  Except as provided
      in the preceding sentence, provisions of this Indenture that apply to Securities
      called for redemption also apply to portions of Securities called for
      redemption.  The Trustee shall make the selection at least 25 days but
      not more than 60 days before the redemption date from outstanding Securities
      of
      a Series not previously called for redemption.

     

    If
      any
      Security is to be redeemed in part only, the notice of redemption that relates
      to such Security shall state the portion of the principal amount of that
      Security to be redeemed.  A new Security in principal amount equal to
      the unredeemed portion of the original Security presented for redemption will
      be
      issued in the name of the Holder thereof upon cancellation of the original
      Security.  Securities called for redemption become irrevocably due on
      the date fixed for redemption at the applicable redemption price, plus accrued
      and unpaid interest to the redemption date.  On and after the
      redemption date, unless the Company defaults in making the applicable redemption
      payment, interest ceases to accrue or accrete on Securities or portions of
      them
      called for redemption.

     

    SECTION
      3.03.  Notice of
      Redemption.  Unless otherwise provided for a particular Series of
      Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, at least 30 days but not more than 60 days before a redemption
      date, the Company shall mail or cause to be mailed, by first class mail, a
      notice of redemption to each Holder whose Securities are to be redeemed at
      its
      registered address.

     

    The
      notice shall identify the Securities to be redeemed and shall
      state:

     

    (1)  the
      redemption date;

     

    (2)  the
      redemption price or the appropriate calculation of the redemption price, which
      in each case will include interest accrued and unpaid to the date fixed for
      redemption;

     

    (3)  if
      any Security is being redeemed in part, the portion of the principal amount
      of
      such Security to be redeemed and that, after the redemption date upon surrender
      of such Security, a new Security or Securities in principal amount equal to
      the
      unredeemed portion shall be issued upon cancellation of the original
      Security;

     

    (4)  the
      name and address of the Paying Agent;

     

    (5)  that
      Securities called for redemption must be surrendered to the Paying Agent to
      collect the redemption price;

     

     

    
      
        
        

      

      
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    (6)  that,
      unless the Company defaults in making such redemption payment, interest on
      Securities (or portion thereof) called for redemption ceases to accrue on and
      after the redemption date;

     

    (7)  the
      paragraph of the Securities and/or provision of this Indenture or any
      supplemental indenture pursuant to which the Securities called for redemption
      are being redeemed; and

     

    (8)  the
      CUSIP number, if any, printed on the Securities being redeemed; and

     

    (9)  that
      no representation is made as to the correctness or accuracy of the CUSIP number,
      if any, listed in such notice or printed on the Securities.

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at its expense; provided, however, that the
      Company shall have delivered to the Trustee, at least 45 days prior to the
      redemption date, an Officers’ Certificate requesting that the Trustee give such
      notice and setting forth the information to be stated in such notice as required
      by this Section 3.03.

     

    SECTION
      3.04.  Effect of Notice of
      Redemption.  Once notice of redemption is mailed in accordance
      with Section 3.03 hereof, Securities called for redemption become
      irrevocably due and payable on the redemption date at the redemption
      price.  A notice of redemption may not be conditional.

     

    Failure
      to give notice or any defect in the notice to any Holder shall not affect the
      validity of the notice to any other Holder.

     

    SECTION
      3.05.  Deposit of Redemption
      Price.  Prior to 10:00 a.m. (New York City time) on the redemption
      date, the Company shall deposit with the Trustee or with the Paying Agent (or,
      if the Company or a Subsidiary of the Company is the Paying Agent, shall
      segregate and hold in trust) money sufficient to pay the redemption price of,
      and accrued interest on, all Securities to be redeemed on that date, other
      than
      Securities or portions of Securities called for redemption that have been
      delivered by the Company to the Trustee for cancellation.  The Trustee
      or the Paying Agent shall as promptly as practicable return to the Company
      any
      money deposited with the Trustee or the Paying Agent by the Company in excess
      of
      the amounts necessary to pay the redemption price of, and accrued interest
      on,
      all Securities to be redeemed.  If such money is then held by the
      Company in trust and is not required for such purpose it shall be discharged
      from such trust.

     

    If
      the
      Company complies with the provisions of the preceding paragraph, on and after
      the redemption date, interest shall cease to accrue on the Securities or the
      portions of Securities called for redemption.  If a Security is
      redeemed on or after an interest record date but on or prior to the related
      interest payment date, then any accrued and unpaid interest shall be paid to
      the
      Person in whose name such Security was registered at the close of business
      on
      such record date.  If any Security called for redemption shall not be
      so paid upon surrender for redemption because of the failure of the Company
      to
      comply with the preceding paragraph, interest shall be paid on the unpaid
      principal, from the redemption date until such principal is paid, and, to the
      extent lawful, on any interest not paid on such unpaid principal, in each case
      at the rate provided in the Securities.

     

     

    
      
        
        

      

      
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    SECTION
      3.06.  Securities Redeemed in
      Part.  Upon surrender of a Security that is redeemed in part, the
      Company shall execute and, upon the Company’s written request, the Trustee shall
      authenticate for the Holder (at the Company’s expense) a new Security equal in
      principal amount to the unredeemed portion of the Security
      surrendered.

     

     

    ARTICLE
      FOUR

     

    COVENANTS

     

    SECTION
      4.01.  Payment of
      Securities.  The Company covenants and agrees for the benefit of
      the Holders of each Series of Securities that it will duly and punctually make
      all payments in respect of each Series of Securities on the dates and in the
      manner provided in such Series of Securities and this Indenture.  Such
      payments shall be considered made on the date due if on such date the Trustee
      or
      the Paying Agent holds, in accordance with this Indenture, money sufficient
      to
      make all payments with respect to such Securities then due.

     

    SECTION
      4.02.  SEC Reports.  Unless
      otherwise indicated in a Board Resolution, a supplemental indenture hereto
      or an
      Officers’ Certificate, notwithstanding that the Company may not be subject to
      the reporting requirements of Section 13 or 15(d) of the Exchange Act, so
      long as any Securities are outstanding, the Company shall furnish to the Trustee
      and the Holders copies of such annual reports and such information, documents
      and other reports as are specified in Sections 13 and 15(d) of the Exchange
      Act subject to such Sections, at the times specified for the filing of such
      information, documents and reports under such Sections.  Delivery of
      such reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of such shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Company’s compliance with any of
      the covenants hereunder (as to which the Trustee is entitled to rely exclusively
      on Officers’ Certificates).  The Company also shall comply with the
      other provisions of TIA § 314(a).

     

    SECTION
      4.03.  Compliance
      Certificate.  The Company shall deliver to the Trustee within 120
      days after the end of each fiscal year of the Company an Officers’ Certificate
      stating that in the course of the performance by the signers of their duties
      as
      Officers of the Company they would normally have knowledge of any Default and
      whether or not the signers know of any Default that occurred during such
      period.  If they do, the certificate shall describe the Default, its
      status and what action the Company is taking or propose to take with respect
      thereto.  The Company also shall comply with TIA
§ 314(a)(4).

     

     

    
      
        
        

      

      
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    SECTION
      4.04.  Further Instruments and
      Acts.  The Company shall execute and deliver to the Trustee such
      further instruments and do such further acts as may be reasonably necessary
      or
      proper to carry out more effectively the purpose of this Indenture.

     

    SECTION
      4.05.  Corporate
      Existence.  Subject to Article Five hereof, the Company shall
      do or cause to be done all things necessary to preserve and keep in full force
      and effect:

     

    (1)  its
      limited liability company, corporate, partnership or other existence in
      accordance with its organizational documents (as the same may be amended from
      time to time) and

     

    (2)  the
      rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to
      preserve any such right, license or franchise if the Board of Directors shall
      determine that the preservation thereof is no longer desirable in the conduct
      of
      the business of the Company and its Subsidiaries, taken as a whole, and that
      the
      loss thereof is not adverse in any material respect to the Holders of the
      Securities.

     

    SECTION
      4.06.  Calculation of Original Issue
      Discount.  The Company shall file with the Trustee promptly at the
      end of each calendar year (i) a written notice specifying the amount of
      original issue discount (including daily rates and accrual periods) accrued
      on
      outstanding Securities as of the end of such year and (ii) such other
      specific information relating to such original issue discount as may then be
      relevant under the Internal Revenue Code of 1986, as amended from time to
      time.

     

    SECTION
      4.07.  Additional Amounts.  If,
      following any transactions permitted by Section 5.01, the Surviving Person
      is
      organized other than under the laws of the United States of America, any State
      thereof or the District of Columbia, all payments made by the Surviving Person
      under or with respect to the Securities shall be made free and clear of and
      without withholding or deduction for or on account of any present or future
      tax,
      duty, levy, impost, assessment or other governmental charge (including
      penalties, interest and other liabilities related thereto) (hereinafter
“Taxes”) imposed or levied by or on behalf of the government of the
      Surviving Person’s country of incorporation or any political subdivision or any
      authority or agency therein or thereof having power to tax, or within any other
      jurisdiction in which the Surviving Person is organized or is otherwise resident
      for tax purposes or any jurisdiction from or through which payment is made
      (each
      a “Relevant Taxing Jurisdiction”), unless the Surviving Person is
      required to withhold or deduct Taxes by law or by the interpretation or
      administration thereof.

     

     

     

     

    
      
        
        

      

      
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          If
      the Surviving Person is so
      required to withhold or deduct any amount for or on account of Taxes imposed
      by
      a Relevant Taxing Jurisdiction from any payment made under or with respect
      to
      the Securities, the Surviving Person shall pay such additional amounts
      (“Additional Amounts”) as may be necessary so that the net amount
      received by the Holders (including Additional Amounts) after such withholding
      or
      deduction will not be less than the amount the Holders would have received
      if
      such Taxes had not been withheld or deducted; provided, however,
      that the foregoing obligation to pay Additional Amounts does not apply to (1)
      any Taxes that would not have been so imposed but for the existence of any
      present or former connection between the relevant Holder (or between a
      fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
      power
      over the relevant Holder, if the relevant Holder is an estate, nominee, trust
      or
      corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt
      of such payment or the ownership or holding outside of the Surviving Person’s
      country of incorporation of such Security); or (2) any estate, inheritance,
      gift, sales, excise, transfer, personal property tax or similar tax, assessment
      or governmental charge; nor shall the Surviving Person be required to pay
      Additional Amounts (a) if the payment could have been made without such
      deduction or withholding if the beneficiary of the payment had presented the
      Security for payment within 30 days after the date on which such payment or
      such
      Security became due and payable or the date on which payment thereof is duly
      provided for, whichever is later (except to the extent that the Holder would
      have been entitled to Additional Amounts had the Security been presented on
      the
      last day of such 30 day period), or (b) with respect to any payment of principal
      of (or premium, if any, on) or interest on such Security to any Holder who
      is a
      fiduciary or partnership or any person other than the sole beneficial owner
      of
      such payment, to the extent that a beneficiary or settlor with respect to such
      fiduciary, a member of such a partnership or the beneficial owner of such
      payment would not have been entitled to the Additional Amounts had such
      beneficiary, settlor, member or beneficial owner been the actual Holder of
      such
      Security.

     

    Upon
      request, the Surviving Person shall provide the Trustee with official receipts
      or other documentation satisfactory to the Trustee evidencing the payment of
      the
      Taxes with respect to which Additional Amounts are paid.

     

    Whenever
      in this Indenture, a Board Resolution, a supplemental indenture hereto or an
      Officers’ Certificate, or in any Security there is mentioned, in any context:
      (1) the payment of principal; (2) purchase prices in connection with a
      purchase of Securities; (3) interest; or (4) any other amount payable
      on or with respect to any of the Securities, such reference shall be deemed
      to
      include payment of Additional Amounts provided for in this Section 4.07 to
      the extent that, in such context, Additional Amounts are, were or would be
      payable in respect thereof.

     

    The
      obligations described under this Section 4.07 shall survive any
      termination, defeasance or discharge of this Indenture and shall apply mutatis
      mutandis to any jurisdiction in which any successor Person to the Company or
      any
      Surviving Person is organized or any political subdivision or taxing authority
      or agency thereof or therein.

     

     

    ARTICLE
      FIVE

     

    SUCCESSOR
      COMPANIES

     

    SECTION
      5.01.  Merger, Consolidation or Sale of
      Assets.  Unless otherwise provided for a particular Series of
      Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, the Company shall not merge, consolidate or amalgamate with or
      into
      any other Person (other than a merger of a wholly owned Subsidiary of the
      Company into the Company) or sell, transfer, assign, lease, convey or otherwise
      dispose of all or substantially all of its Property in one transaction or series
      of related transactions unless:

     

     

    
      
        
        

      

      
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    (a)
      the
      surviving Person (the “Surviving Person”) (if other than the Company) or
      the Person to which such sale, transfer, assignment, lease, conveyance or
      disposition is made expressly assumes, by supplemental indenture in form
      satisfactory to the Trustee, executed and delivered to the Trustee by such
      Person, the due and punctual payment of the principal of, and premium, if any,
      and interest on, all the Securities of all Series outstanding, according to
      their tenor, and the due and punctual performance and observance of all the
      covenants and conditions of this Indenture to be performed by the
      Company;

     

    (b)
      in
      the case of a sale, transfer, assignment, lease, conveyance or other disposition
      of all or substantially all the Property of the Company, such Property shall
      have been transferred as an entirety or virtually as an entirety to one Person
      and/or such Person’s Subsidiaries;

     

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

     

    (d)
      the
      Company shall deliver, or cause to be delivered, to the Trustee, in form and
      substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
      an Opinion of Counsel, each stating that such transaction and the supplemental
      indenture, if any, in respect thereto comply with this Section 5.01 and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with.

     

    For
      the
      purposes of this Section 5.01, the sale, transfer, assignment, lease,
      conveyance or other disposition of all the Property of one or more Subsidiaries
      of the Company, which Property, if held by the Company instead of such
      Subsidiaries, would constitute all or substantially all the Property of the
      Company on a consolidated basis, shall be deemed to be the transfer of all
      or
      substantially all the Property of the Company.

     

    SECTION
      5.02.  Surviving Person
      Substituted.  (a)  In case of any such consolidation,
      amalgamation, merger, sale, conveyance, assignment, transfer, lease or other
      disposition and upon the assumption by the successor entity, by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form to
      the
      Trustee, of the due and punctual payment of the principal of, premium, if any,
      and interest on all of the Securities of all series outstanding and the due
      and
      punctual performance of all of the covenants and conditions of this Indenture
      or
      established with respect to each series of the Securities pursuant to
      Section 2.02 to be performed by the Company with respect to each series,
      such successor entity shall succeed to and be substituted for and may exercise
      every right and power of the Company under this Indenture with the same effect
      as if it had been named as the Company herein, and thereupon the predecessor
      entity shall be relieved of all obligations and covenants under this Indenture
      and the Securities.

     

     

    
      
        
        

      

      
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    (b)  In
      case of any such consolidation, amalgamation, merger, sale, conveyance,
      assignment, transfer, lease or other disposition such changes in phraseology
      and
      form (but not in substance) may be made in the Securities thereafter to be
      issued as may be appropriate.

     

    (c)  Nothing
      contained in this Indenture or in any of the Securities shall prevent the
      Company from merging into itself or acquiring by purchase or otherwise all
      or
      any part of the Property of any other Person (whether or not affiliated with
      the
      Company).

     

     

    ARTICLE
      SIX

     

    DEFAULTS
      AND REMEDIES

     

    SECTION
      6.01.  Events of
      Default.  Unless otherwise indicated for a particular Series of
      Securities by a Board Resolution, a supplemental indenture hereto, or an
      Officers’ Certificate, each of the following constitutes an “Event of
      Default” with respect to each Series of Securities:

     

    (1)
      default in the payment of the principal or redemption price with respect to
      any
      Security of such Series when such amount becomes due and payable;

     

    (2)
      default in the payment of interest (including additional interest, if any,)
      when
      due on the Securities of such Series within 30 days of when such amount becomes
      due and payable;

     

    (3)
      the
      Company fails to comply with any of its covenants or agreements in the
      Securities of such Series or this Indenture (other than a failure that is
      subject to the foregoing clauses (1) or (2)) and such failure continues for
      60 days after the notice specified below;

     

    (4)
      Debt
      of the Company or any Subsidiary of the Company is not paid within any
      applicable grace period after final maturity or is accelerated by the holders
      thereof because of a default and the total amount of such Debt unpaid or
      accelerated exceeds $25.0 million or its foreign currency equivalent at the
      time without such Debt having been discharged or acceleration having been
      rescinded or annulled within 10 days after receipt by the Company of notice
      of
      the default by the Trustee or Holders of not less than 25% in aggregate
      principal amount of the Securities of such Series then outstanding;

     

    (5)
      the
      Company or any Significant Subsidiary of the Company pursuant to or within
      the
      meaning of any Bankruptcy Law:

     

    (A)
      commences a voluntary case;

     

    (B)
      consents to the entry of an order for relief against it in an involuntary
      case;

     

    (C)
      consents to the appointment of a Custodian of it or for any substantial part
      of
      its Property; or

     

    (D)
      makes
      a general assignment for the benefit of its creditors;

     

    or
      takes
      any comparable action under any foreign laws relating to
      insolvency;

     

    (6)
      a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that:

     

    (A)
      is
      for relief against the Company or any Significant Subsidiary of the Company
      in
      an involuntary case;

     

    (B)
      appoints a Custodian of the Company or any Significant Subsidiary of the Company
      or for any substantial part of its Property; or

     

     

    
      
        
        

      

      
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    (C)
      orders the winding up or liquidation of the Company or any Significant
      Subsidiary of the Company;

     

    or
      any
      similar relief is granted under any foreign laws and the order or decree remains
      unstayed and in effect for 60 days; or

     

    (7)
      any
      judgment or judgments for the payment of money (to the extent not insured by
      a
      reputable and creditworthy issuer that has not contested coverage with respect
      to the underlying claim) in an aggregate amount in excess of $25.0 million
      or its foreign currency equivalent at the time is entered against the Company
      or
      any Subsidiary of the Company and that shall not be waived, satisfied or
      discharged for any period of 60 consecutive days during which a stay of
      enforcement shall not be in effect.

     

    The
      foregoing will constitute Events of Default whatever the reason for any such
      Event of Default and whether it is voluntary or involuntary or is effected
      by
      operation of law or pursuant to any judgment, decree or order of any court
      or
      any order, rule or regulation of any administrative or governmental
      body.

     

    The
      term
“Custodian” means, for the purposes of this Article Six, any receiver,
      trustee, assignee, liquidator, custodian or similar official under any
      Bankruptcy Law.

     

    A
      Default
      under clause (3) is not an Event of Default until the Trustee or the
      Holders of at least 25% in principal amount of the outstanding Securities notify
      the Company of the Default and the Company does not cure such Default within
      the
      time specified after receipt of such notice.  Such notice must specify
      the Default, demand that it be remedied and state that such notice is a “Notice
      of Default.”

     

    The
      Company shall deliver to the Trustee, within 30 days after the occurrence
      thereof, written notice in the form of an Officers’ Certificate of any Event of
      Default and any event which with the giving of notice or the lapse of time
      would
      become an Event of Default, its status and what action the Company is taking
      or
      proposes to take with respect thereto.

     

     

    
      
        
        

      

      
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    SECTION
      6.02.  Acceleration.  (a)  If an Event
      of Default with respect to any Series of Securities at the time outstanding
      (other than an Event of Default specified in Section 6.01(5) or (6) with
      respect to the Company) occurs and is continuing, the Trustee or the Holders
      of
      not less than 25% in aggregate principal amount of the outstanding Securities
      of
      that Series by notice to the Company in writing (and to the Trustee, if given
      by
      Holders of such Securities of such Series), may declare the principal amount
      of
      (or, in the case of Original Issue Discount Securities of that Series, the
      portion thereby specified in the terms of such Security), premium, if any,
      and
      accrued and unpaid interest on all the Securities of that Series to be due
      and
      payable.  Upon such a declaration, such amounts shall be due and
      payable immediately.  If an Event of Default specified in
      Section 6.01(5) or (6) with respect to the Company occurs, the principal
      amount of (or, in the case of Original Issue Discount Securities of that Series,
      the portion thereby specified in the terms of such Security), premium, if any,
      and accrued and unpaid interest on all the Securities of each Series of Security
      shall ipso facto become and be immediately due and payable without any
      declaration or other act on the part of the Trustee or any Holder.

     

    (b)  At
      any time after the principal of the Securities of any Series of Securities
      shall
      have been so declared due and payable (or have become immediately due and
      payable), and before any judgment or decree for the payment of the moneys due
      shall have been obtained or entered as hereinafter provided, the Holders of
      a
      majority in principal amount of the Securities of that Series then outstanding
      hereunder, by written notice to the Company and the Trustee, may rescind and
      annul such declaration and its consequences, and waive such Event of Default,
      if:  (i) the Company has paid or deposited with the Trustee a sum
      sufficient to pay all matured installments of interest upon all the Securities
      of that Series and the principal of (and premium, if any, on) any and all
      Securities of that Series that shall have become due otherwise than by
      acceleration (with interest upon such principal and premium, if any, and, to
      the
      extent that such payment is enforceable under applicable law, upon overdue
      installments of interest, at the rate per annum expressed in the Securities
      of
      that Series to the date of such payment or deposit) and the amount payable
      to
      the Trustee under Section 7.07, and (ii) any and all Events of Default
      under the Indenture with respect to such Series of Securities, other than the
      nonpayment of principal (or, in the case of Original Issue Discount Securities
      of that Series, the portion thereby specified in the terms of such Security)
      on
      Securities of that Series that shall not have become due by their terms, shall
      have been remedied or waived as provided in Section 6.04.  No
      such rescission shall affect any subsequent Default or impair any right
      consequent thereto.

     

    SECTION
      6.03.  Other Remedies.  If an
      Event of Default with respect to any Series of Securities occurs and is
      continuing, the Trustee may pursue any available remedy to collect the payment
      of the principal amount of (or, in the case of Original Issue Discount
      Securities of that Series, the portion thereby specified in the terms of such
      Security), premium, if any, and accrued and unpaid interest on the Securities
      of
      that Series or to enforce the performance of any provision of the Securities
      of
      that Series or this Indenture.

     

     

    
      
        
        

      

      
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    The
      Trustee may institute and maintain a suit or legal proceeding even if it does
      not possess any of the Securities of a Series or does not produce any of them
      in
      the proceeding.  A delay or omission by the Trustee or any Holder in
      exercising any right or remedy accruing upon an Event of Default with respect
      to
      any Series of Securities shall not impair the right or remedy or constitute
      a
      waiver of or acquiescence in the Event of Default.  No remedy is
      exclusive of any other remedy.  All available remedies are
      cumulative.

     

    SECTION
      6.04.  Waiver of Past
      Defaults.  The Holders of a majority in principal amount of the
      Securities of any Series by notice to the Trustee may waive an existing Default
      and its consequences except (i) a Default in the payment of the principal
      amount of (or, in the case of Original Issue Discount Securities of that Series,
      the portion thereby specified in the terms of such Security), premium, if any,
      and accrued and unpaid interest on a Security of that Series, or (ii) a
      Default in respect of a provision that under Section 9.02 cannot be amended
      without the consent of each Holder of that Series affected.  When a
      Default is waived, it is deemed cured, but no such waiver shall extend to any
      subsequent or other Default or impair any consequent right.

     

    SECTION
      6.05.  Control by
      Majority.  The Holders of a majority in principal amount of the
      outstanding Securities of any Series may direct the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee or of
      exercising any trust or power conferred on the Trustee with respect to that
      Series.  However, the Trustee may refuse to follow any direction that
      conflicts with law or this Indenture or, subject to Section 7.01, that the
      Trustee determines is unduly prejudicial to the rights of any other Holder
      of
      that Series or that would subject the Trustee to personal liability;
provided, however, that the Trustee may take any other action
      deemed proper by the Trustee that is not inconsistent with such
      direction.  Prior to taking any action hereunder, the Trustee shall be
      entitled to indemnity satisfactory to it against all losses and expenses caused
      by taking or not taking such action.

     

    SECTION
      6.06.  Limitation on
      Suits.  Except to enforce the right to receive payment of the
      principal amount of (or, in the case of Original Issue Discount Securities,
      the
      portion thereby specified in the terms of such Security), premium, if any,
      and
      accrued and unpaid interest on a Security of any Series when due, no Holder
      of a
      Security of that Series may pursue any remedy with respect to this Indenture
      or
      the Securities of that Series unless:

     

    (i)  the
      Holder previously gave the Trustee written notice stating that an Event of
      Default with respect to that Series is continuing;

     

    (ii)  the
      Holders of at least 25% in aggregate principal amount of the outstanding
      Securities of that Series make a written request to the Trustee to pursue the
      remedy;

     

    (iii)  such
      Holder or Holders of that Series offer to the Trustee indemnity satisfactory
      to
      it to the Trustee against any loss, liability or expense;

     

     

    
      
        
        

      

      
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    (iv)  the
      Trustee does not comply with the request within 60 days after receipt of the
      request and the offer of security or indemnity; and

     

    (v)  the
      Holders of a majority in aggregate principal amount of the outstanding
      Securities of that Series do not give the Trustee a direction inconsistent
      with
      the request during such 60-day period.

     

    A
      Holder
      of Securities of any Series may not use this Indenture to prejudice the rights
      of another Holder of that Series or to obtain a preference or priority over
      another Holder of that Series (it being understood that the Trustee does not
      have an affirmative duty to ascertain whether or not such actions or
      forbearances are unduly prejudicial to such Holders).

     

    SECTION
      6.07.  Rights of Holders to Receive
      Payment.  Notwithstanding any other provision of this Indenture,
      the right of any Holder to receive payment of the principal amount of (or,
      in
      the case of Original Issue Discount Securities, the portion thereby specified
      in
      the terms of such Security), premium, if any, and accrued and unpaid interest
      on
      the Securities held by such Holder, on or after their Maturity, or to bring
      suit
      for the enforcement of any such payment on or after their Maturity, shall not
      be
      impaired or affected without the consent of such Holder.

     

    SECTION
      6.08.  Collection Suit by
      Trustee.  If an Event of Default specified in Section 6.01(1)
      or (2) occurs and is continuing, the Trustee may recover judgment in its own
      name and as trustee of an express trust against the Company for the whole amount
      then due and owing (together with interest on any unpaid interest to the extent
      lawful) and the amounts provided for in Section 7.07.

     

    SECTION
      6.09.  Trustee May File Proofs of
      Claim.  The Trustee may file such proofs of claim and other papers
      or documents as may be necessary or advisable in order to have the claims of
      the
      Trustee and the Holders allowed in any judicial proceedings relative to the
      Company, its creditors or its Property and, unless prohibited by law or
      applicable regulations, may vote on behalf of the Holders in any election of
      a
      trustee in bankruptcy or other Person performing similar functions, and any
      Custodian in any such judicial proceeding is hereby authorized by each Holder
      to
      make payments to the Trustee and, in the event that the Trustee shall consent
      to
      the making of such payments directly to the Holders, to pay to the Trustee
      any
      amount due it for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and its counsel, and any other amounts
      due
      the Trustee under Section 7.07.

     

    SECTION
      6.10.  Priorities.  If the
      Trustee collects any money or Property pursuant to this Article Six with
      respect to any Series of Securities, it shall pay out the money or Property
      in
      the following order:

     

    FIRST:  to
      the Trustee for amounts due under Section 7.07;

     

    SECOND:  to
      Holders for amounts due and unpaid on the Securities of that Series for the
      principal amount of (or, in the case of Original Issue Discount Securities
      of
      that Series, the portion thereby specified in the terms of such Security),
      premium, if any, and accrued and unpaid interest, ratably, without preference
      or
      priority of any kind, according to the amounts due and payable on the Securities
      of that Series for the principal amount of (or, in the case of Original Issue
      Discount Securities of that Series, the portion thereby specified in the terms
      of such Security), premium, if any, and accrued and unpaid interest,
      respectively; and

     

     

    
      
        
        

      

      
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    THIRD:  to
      the Company.

     

    The
      Trustee may fix a record date and payment date for any payment to Holders
      pursuant to this Section.  At least 15 days before such record date,
      the Trustee shall mail to each Holder and the Company a notice that states
      the
      record date, the payment date and amount to be paid.

     

    SECTION
      6.11.  Undertaking for
      Costs.  In any suit for the enforcement of any right or remedy
      under this Indenture or in any suit against the Trustee for any action taken
      or
      omitted by it as Trustee, a court in its discretion may require the filing,
      by
      any party litigant in the suit, of an undertaking to pay the costs of the suit,
      and the court in its discretion may assess reasonable costs, including
      reasonable attorneys’ fees and expenses, against any party litigant in the suit,
      having due regard to the merits and good faith of the claims or defenses made
      by
      the party litigant.  This Section does not apply to a suit by the
      Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders
      of more than 10% in principal amount of the then outstanding Securities of
      any
      Series.

     

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

     

     

    ARTICLE
      SEVEN

     

    TRUSTEE

     

    SECTION
      7.01.  Duties of
      Trustee.  (a)  If an Event of Default has occurred and
      is continuing with respect to any Series of Securities, the Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in its exercise thereof as a prudent Person would
      exercise or use under the circumstances in the conduct of such Person’s own
      affairs.

     

    (b)  Except
      during the continuance of an Event of Default with respect to any Series of
      Securities:

     

     

    
      
        
        

      

      
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    (1)
      the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture with respect to the Securities of
      that
      Series, as modified or supplemented by a Board Resolution, a supplemental
      indenture hereto or an Officers’ Certificate and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

     

    (2)
      in
      the absence of bad faith on its part, the Trustee may, with respect to
      Securities of that Series, conclusively rely, as to the truth of the statements
      and the correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Trustee and conforming to the requirements of this
      Indenture.  However, in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to
      the
      Trustee, the Trustee shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture (but need
      not
      confirm or investigate the accuracy of mathematical calculations or other facts
      stated therein).

     

    (c)  The
      Trustee may not be relieved from liability for its own grossly negligent action,
      its own negligent failure to act or its own willful misconduct, except
      that:

     

    (1)
      this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

     

    (2)
      the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts; and

     

    (3)
      the
      Trustee shall not be liable with respect to any action it takes or omits to
      take
      in good faith in accordance with a direction received by it pursuant to
      Section 6.05.

     

    (d)  Every
      provision of this Indenture that in any way relates to the Trustee is subject
      to
      paragraphs (a), (b) and (c) of this Section.

     

    (e)  The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company.

     

    (f)  Money
      held in trust by the Trustee need not be segregated from funds except to the
      extent required by law.

     

    (g)  No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur financial liability in the performance of any of its
      duties hereunder or in the exercise of any of its rights or powers, if it shall
      have reasonable grounds to believe that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to
      it.

     

    (h)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall be subject to the provisions
      of
      this Section and to the provisions of the TIA.

     

     

    
      
        
        

      

      
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    SECTION
      7.02.  Rights of
      Trustee.  (a)  The Trustee may conclusively rely on any
      document believed by it to be genuine and to have been signed or presented
      by
      the proper Person.  The Trustee need not investigate any fact or
      matter stated in the document.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on the
      Officers’ Certificate or Opinion of Counsel.

     

    (c)  The
      Trustee may act through agents or attorneys and shall not be responsible for
      the
      misconduct or negligence of any agent or attorney appointed with due
      care.

     

    (d)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it believes to be authorized or within its rights or powers;
provided, however, that the Trustee’s conduct does not constitute
      willful misconduct or gross negligence.

     

    (e)  The
      Trustee may consult with counsel of its choice, and the advice or opinion of
      counsel with respect to legal matters relating to this Indenture and the
      Securities, shall be full and complete authorization and protection from
      liability in respect to any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with the advice or opinion of such
      counsel.

     

    (f)  Unless
      otherwise specifically provided in this Indenture, any demand, request,
      direction or notice from the Company shall be sufficient if signed by an Officer
      of the Company.

     

    (g)  The
      Trustee shall not be deemed to have notice of any Default or Event of Default
      with respect to the Securities of any Series unless a Responsible Officer of
      the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by the Trustee at the Corporate Trust
      Office of the Trustee, and such notice references such Securities and this
      Indenture.

     

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

     

    (i)  The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      pursuant to this Indenture, unless such Holders shall have offered to the
      Trustee security or indemnity reasonably satisfactory to the Trustee against
      the
      costs, expenses and liabilities which might be incurred by the Trustee in
      compliance with such request or direction.

     

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

     

     

    
      
        
        

      

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

     

    (l)  In
      no event shall the Trustee be responsible or liable for special, indirect,
      or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss of profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action.

     

    (m)  The
      Trustee may request that the Company deliver a certificate setting forth the
      names of individuals or titles of officers authorized at such time to take
      specified actions pursuant to this Indenture.

     

    SECTION
      7.03.  Individual Rights of
      Trustee.  The Trustee in its individual or any other capacity may
      become the owner or pledgee of Securities and may otherwise deal with the
      Company or its Affiliates with the same rights it would have if it were not
      Trustee.  Any Paying Agent, Registrar or co-paying agent may do the
      same with like rights.  However, the Trustee must comply with
      Sections 7.10 and 7.11.

     

    SECTION
      7.04.  Trustee’s
      Disclaimer.  The Trustee shall not be responsible for and makes no
      representation as to the validity or adequacy of this Indenture or the
      Securities, it shall not be accountable for the Company’s use of the proceeds
      from the Securities, and it shall not be responsible for any statement of the
      Company in this Indenture, in the Securities, or in any document executed in
      connection with the sale of the Securities, other than those set forth in the
      Trustee’s certificate of authentication.

     

    SECTION
      7.05.  Notice of Defaults.  If
      a Default with respect to Securities of any Series occurs and is continuing
      and
      if it is actually known to a Responsible Officer of the Trustee, the Trustee
      shall mail to each Holder of that Series notice of the Default within 90 days
      after it occurs.  The Trustee may withhold the notice if and so long
      as a committee of its Responsible Officers in good faith determines that
      withholding the notice is in the interests of Holders.

     

    SECTION
      7.06.  Reports by Trustee to
      Holder.  Unless otherwise specified in the applicable Board
      Resolution, supplemental indenture hereto or Officers’ Certificate, commencing
      April 15, 2008 and as promptly as practicable after each subsequent April 15,
      for so long as Securities remain outstanding, the Trustee shall mail to each
      Holder a brief report dated as of such reporting date that complies with
§ 313(a) of the TIA.  The Trustee shall also comply with
§ 313(b) of the TIA.

     

     

    
      
        
        

      

      
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    A
      copy of
      each report at the time of its mailing to Holders shall be filed with the SEC
      and each stock exchange (if any) on which the Securities are
      listed.  The Company agrees to notify promptly the Trustee in writing
      whenever the Securities become listed on any stock exchange and of any delisting
      thereof.

     

    SECTION
      7.07.  Compensation and
      Indemnity.  The Company shall pay to the Trustee from time to time
      such compensation for its services as the Company and the Trustee shall from
      time to time agree in writing.  The Trustee’s compensation shall not
      be limited by any law on compensation of a trustee of an express
      trust.  The Company shall reimburse the Trustee upon request for all
      reasonable out-of-pocket expenses incurred or made by it, including costs of
      collection, in addition to the compensation for its services.  Such
      expenses shall include the reasonable compensation and expenses, disbursements
      and advances of the Trustee’s agents, counsel, accountants and experts. The
      Company shall indemnify the Trustee against any and all loss, liability or
      expense (including reasonable attorneys’ fees and expenses) incurred by or in
      connection with the administration of this trust and the performance of its
      duties hereunder.  The Trustee shall notify the Company of any claim
      for which it may seek indemnity promptly upon obtaining actual knowledge
      thereof; provided, however, that any failure so to notify the
      Company shall not relieve the Company of its indemnity obligations
      hereunder.  The Company need not reimburse any expense or indemnify
      against any loss, liability or expense incurred by an indemnified party through
      such party’s own willful misconduct, negligence or bad faith.

     

    To
      secure
      the Company’s payment obligations in this Section 7.07, the Trustee shall
      have a lien prior to the Securities on all money or Property held or collected
      by the Trustee other than money or Property held in trust to pay the principal
      of and interest and any additional payments on particular
      Securities.

     

    The
      Company’s payment obligations pursuant to this Section 7.07 shall survive
      the satisfaction or discharge of this Indenture or the resignation or removal
      of
      the Trustee.  When the Trustee incurs expenses after the occurrence of
      a Default specified in Section 6.01(5) or (6) with respect to the Company,
      the expenses are intended to constitute expenses of administration under the
      Bankruptcy Law.

     

    SECTION
      7.08.  Replacement of
      Trustee.  The Trustee may resign at any time with respect to the
      Securities of any Series by so notifying the Company.  The Holders of
      a majority in principal amount of the Securities of any Series may remove the
      Trustee and may appoint a successor Trustee with respect to such Series of
      Securities.  The Company shall remove the Trustee if:

     

    (a)
      the
      Trustee fails to comply with Section 7.10;

     

    (b)
      the
      Trustee is adjudged bankrupt or insolvent;

     

    (c)
      a
      receiver or other public officer takes charge of the Trustee or its Property;
      or

     

    (d)
      the
      Trustee otherwise becomes incapable of acting.

     

     

    
      
        
        

      

      
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    If
      the
      Trustee resigns, is removed by the Company or by the Holders of a majority
      in
      principal amount of the Securities of any Series and such Holders do not
      reasonably promptly appoint a successor Trustee or if a vacancy exists in the
      office of Trustee for any reason (the Trustee in such event being referred
      to
      herein as the retiring Trustee), the Company shall promptly appoint a successor
      Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company.  Thereupon the resignation or
      removal of the retiring Trustee shall become effective, and the successor
      Trustee shall have all the rights, powers and duties of the Trustee under this
      Indenture.  The successor Trustee shall mail a notice of its
      succession to Holders of that Series of Securities.  The retiring
      Trustee shall promptly transfer all Property held by it as Trustee to the
      successor Trustee, subject to the lien provided for in
      Section 7.07.

     

    If
      a
      successor Trustee does not take office within 60 days after the retiring Trustee
      resigns or is removed, the retiring Trustee or the Holders of 10% in principal
      amount of the Securities of that Series may petition, at the expense of the
      Company, any court of competent jurisdiction for the appointment of a successor
      Trustee.

     

    If
      the
      Trustee fails to comply with Section 7.10, any Holder of that Series of
      Securities may petition any court of competent jurisdiction for the removal
      of
      the Trustee and the appointment of a successor Trustee.

     

    Notwithstanding
      the replacement of the Trustee pursuant to this Section 7.08, the Company’s
      obligations under Section 7.07 shall continue for the benefit of the
      retiring Trustee.

     

    SECTION
      7.09.  Successor Trustee by
      Merger.  If the Trustee consolidates with, merges or converts
      into, or transfers all or substantially all its corporate trust business or
      assets to, another corporation or banking association, the resulting, surviving
      or transferee corporation without any further act shall be the successor
      Trustee.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Trustee shall succeed to the trusts created by this Indenture any of
      the
      Securities shall have been authenticated but not delivered, any such successor
      to the Trustee may adopt the certificate of authentication of any predecessor
      trustee, and deliver such Securities so authenticated; and if at that time
      any
      of the Securities shall not have been authenticated, any such successor to
      the
      Trustee may authenticate such Securities either in the name of any predecessor
      hereunder or in the name of the successor to the Trustee; and in all such cases
      such certificates shall have the full force which it is anywhere in the
      Securities or in this Indenture provided that the certificate of the Trustee
      shall have.

     

    SECTION
      7.10.  Eligibility;
      Disqualification.  The Trustee shall at all times satisfy the
      requirements of TIA § 310(a).  The Trustee shall have a combined
      capital and surplus of at least $50,000,000 as set forth in its most recent
      published annual report of condition.  The Trustee shall comply with
      TIA § 310(b); provided, however, that there shall be excluded
      from the operation of TIA § 310(b)(1) any indenture or indentures under
      which other securities or certificates of interest or participation in other
      securities of the Company are outstanding if the requirements for such exclusion
      set forth in TIA § 310(b)(1) are met.

     

     

    
      
        
        

      

      
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    SECTION
      7.11.  Preferential Collection of Claims
      Against Company.  The Trustee shall comply with TIA § 311(a),
      excluding any creditor relationship listed in TIA § 311(b).  A
      Trustee who has resigned or has been removed shall be subject to TIA
§ 311(a) to the extent indicated.

     

     

    ARTICLE
      EIGHT

     

    LEGAL
      DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND

    DISCHARGE

     

    SECTION
      8.01.  Option to Effect Legal Defeasance or
      Covenant Defeasance.  The Company may, at the option of its Board
      of Directors evidenced by a resolution set forth in an Officers’ Certificate, at
      any time, elect to have either Section 8.02 or 8.03 hereof be applied to
      all outstanding Securities of any Series upon compliance with the conditions
      set
      forth below in this Article Eight.

     

    SECTION
      8.02.  Legal Defeasance and
      Discharge.  Upon the Company’s exercise under Section 8.01
      hereof of the option applicable to this Section 8.02, the Company shall,
      subject to the satisfaction of the conditions set forth in Section 8.04
      hereof, be deemed to have been discharged from its obligations with respect
      to
      all outstanding Securities of that Series on the date the conditions set forth
      below are satisfied (hereinafter, “Legal Defeasance”).  For
      this purpose, Legal Defeasance means that the Company shall be deemed to have
      paid and discharged the entire Debt represented by the outstanding Securities,
      which shall thereafter be deemed to be “outstanding” only for the purposes of
      Section 8.05 hereof and the other Sections of this Indenture referred to in
      (a) and (b) below, and to have satisfied all its other obligations under such
      Securities and this Indenture (and the Trustee, on demand of and at the expense
      of the Company, shall execute proper instruments acknowledging the same), except
      for the following provisions which shall survive until otherwise terminated
      or
      discharged hereunder:

     

    (a)
      the
      Company’s obligations with respect to such Securities of that Series under
      Article Two;

     

    (b)
      the
      Company’s agreements set forth in Section 5.01 and 5.02;

     

    (c)
      the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the
      Company’s obligations in connection therewith under Article Two and Article
      Seven (including, but not limited to, the rights of the Trustee and the duties
      of the Company under Section 7.07, which shall survive despite the satisfaction
      in full of all obligations hereunder); and

     

    (d) this
      Article Eight.

     

     

    
      
        
        

      

      
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    Subject
      to compliance with this Article Eight, the Company may exercise its option
      under
      this Section 8.02 notwithstanding the prior exercise of its option under
      Section 8.03 hereof.

     

    SECTION
      8.03.  Covenant
      Defeasance.  Upon the Company’s exercise under Section 8.01
      hereof of the option applicable to this Section 8.03 with respect to any
      Series of Securities, the Company shall, subject to the satisfaction of the
      conditions set forth in Section 8.04 hereof, be released from its
      obligations under any covenants made applicable to the Series of Securities
      which are subject to defeasance under the terms of a Board Resolution, a
      supplemental indenture hereto or an Officers’ Certificate with respect to the
      outstanding Securities of that Series on and after the date the conditions
      set
      forth in Section 8.04 are satisfied (hereinafter, “Covenant
      Defeasance”), and the Securities of that Series shall thereafter be deemed
      not “outstanding” for the purposes of any direction, waiver, consent or
      declaration or act of Holders (and the consequences of any thereof) in
      connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities
      shall
      not be deemed outstanding for accounting purposes).  For this purpose,
      Covenant Defeasance means that, with respect to the outstanding Securities
      of
      that Series, the Company may omit to comply with and shall have no liability
      in
      respect of any term, condition or limitation set forth in any such covenant,
      whether directly or indirectly, by reason of any reference elsewhere herein
      to
      any such covenant or by reason of any reference in any such covenant to any
      other provision herein or in any other document and such omission to comply
      shall not constitute a Default or an Event of Default under Section 6.01
      hereof, but, except as specified above, the remainder of this Indenture and
      such
      Securities shall be unaffected thereby.  In addition, upon the
      Company’s exercise under Section 8.01 hereof of the option applicable to
      this Section 8.03 hereof with respect to any Series of Securities, subject
      to the satisfaction of the conditions set forth in Section 8.04 hereof,
      Section 6.01(3) hereof (solely with respect to the covenants described in
      Sections 4.02) shall not constitute an Event of Default with respect to such
      Securities.

     

    SECTION
      8.04.  Conditions to Legal or Covenant
      Defeasance.  The following shall be the conditions to the
      application of either Section 8.02 or 8.03 hereof to the outstanding
      Securities:

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance with respect to
      any
      Series of Securities:

     

    (1)
      the
      Company must irrevocably deposit in trust with the Trustee money or U.S.
      Government Obligations or a combination thereof for the payment of principal
      of
      and interest on the Securities of such Series to the Stated Maturity or
      redemption, as the case may be;

     

    (2)
      the
      Company shall have delivered to the Trustee a certificate from a nationally
      recognized firm of independent registered public accountants expressing their
      opinion that the payments of principal and interest when due on the deposited
      U.S. Government Obligations plus any deposited money without investment will
      provide cash at such times and in such amounts as will be sufficient to pay
      principal and interest when due on all the Securities of such Series to the
      Stated Maturity or redemption, as the case may be;

     

     

    
      
        
        

      

      
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    (3)
      123
      days pass after the deposit is made and during the 123 day period no Default
      specified in Section 6.01(5) or (6) with respect to the Company occurs that
      is
      continuing at the end of the period;

     

    (4)
      no
      Default or Event of Default with respect to that Series of Securities shall
      have
      occurred and be continuing on the date of such deposit (other than a Default
      or
      Event of Default with respect to that Series of Securities resulting from the
      borrowing of funds to be applied to such deposit);

     

    (5)
      such
      deposit does not constitute a default under any other agreement binding on
      the
      Company;

     

    (6)
      the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the trust resulting from the deposit does not require registration under
      the Investment Company Act of 1940;

     

    (7)
      in
      the case of Legal Defeasance, the Company shall have delivered to the Trustee
      an
      Opinion of Counsel stating that (i) the Company has received from, or there
      has
      been published by, the Internal Revenue Service a ruling, or (ii) since the
      date
      of this Indenture there has been a change in the applicable Federal income
      tax
      law, in either case to the effect that, and based thereon such Opinion of
      Counsel shall confirm that, the Holders of such Series of Securities will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of
      such defeasance and will be subject to Federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if such
      defeasance had not occurred;

     

    (8)
      in
      the case of the Covenant Defeasance, the Company shall have delivered to the
      Trustee an Opinion of Counsel to the effect that the Holders of such Series
      of
      Securities will not recognize income, gain or loss for Federal income tax
      purposes as a result of such covenant defeasance and will be subject to Federal
      income tax on the same amounts, in the same manner and at the same times as
      would have been the case if such covenant defeasance had not occurred;
      and

     

    (9)
      the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent to the defeasance
      and discharge of the Securities as contemplated by this Article Eight have
      been
      complied with.

     

    SECTION
      8.05.  Deposited Money and U.S. Government
      Obligations to be Held in Trust; Other Miscellaneous
      Provisions.  Subject to Section 8.06 hereof, all money and
      noncallable U.S. Government Obligations (including the proceeds thereof)
      deposited with the Trustee (or other qualifying trustee, collectively for
      purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
      hereof in respect of the outstanding Securities of the Series shall be held
      in
      trust and applied by the Trustee, in accordance with the provisions of such
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as Paying Agent) as the Trustee
      may
      determine, to the Holders of such Securities of all sums due and to become
      due
      thereon in respect of principal, premium, if any, and interest, but such money
      need not be segregated from other funds except to the extent required by
      law.

     

     

    
      
        
        

      

      
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    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or noncallable U.S. Government
      Obligations deposited pursuant to Section 8.04 hereof or the principal and
      interest received in respect thereof other than any such tax, fee or other
      charge which by law is for the account of the Holders of the outstanding
      Securities of that Series.

     

    Anything
      in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
      or pay to the Company from time to time upon the request of the Company any
      money or noncallable U.S. Government Obligations held by it as provided in
      Section 8.04 hereof which, in the opinion of a nationally recognized firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee (which may be the opinion delivered under
      Section 8.04(2) hereof), are in excess of the amount thereof that would
      then be required to be deposited to effect an equivalent Legal Defeasance or
      Covenant Defeasance.

     

    SECTION
      8.06.  Repayment to
      Company.  Any money deposited with the Trustee or any Paying
      Agent, or then held by the Company, in trust for the payment of the principal
      of, premium, if any, or interest on any Security and remaining unclaimed for
      two
      years after such principal, and premium, if any, or interest has become due
      and
      payable shall be paid to the Company on its request or, if then held by the
      Company, shall be discharged from such trust; and the Holder of such Security
      shall thereafter look only to the Company for payment thereof, and all liability
      of the Trustee or such Paying Agent with respect to such trust money, and all
      liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before
      being required to make any such repayment, shall at the expense of the Company
      cause to be published once, in the New York Times and The Wall Street Journal
      (national edition), notice that such money remains unclaimed and that, after
      a
      date specified therein, which shall not be less than 30 days from the date
      of
      such notification or publication, any unclaimed balance of such money then
      remaining will be repaid to the Company.

     

    SECTION
      8.07.  Reinstatement.  If the
      Trustee or Paying Agent is unable to apply any Dollars or noncallable U.S.
      Government Obligations in accordance with Section 8.02 or 8.03 hereof, as
      the case may be, by reason of any order or judgment of any court or governmental
      authority enjoining, restraining or otherwise prohibiting such application,
      then
      the Company’s obligations under this Indenture and the Securities shall be
      revived and reinstated as though no deposit had occurred pursuant to
      Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
      is permitted to apply all such money in accordance with Section 8.02 or
      8.03 hereof, as the case may be; provided, however, that, if the
      Company makes any payment of principal of, premium, if any, or interest on
      any
      Security following the reinstatement of its obligations, the Company shall
      be
      subrogated to the rights of the Holders of such Securities to receive such
      payment from the money held by the Trustee or Paying Agent.

     

     

    
      
        
        

      

      
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    SECTION
      8.08.  Satisfaction and Discharge of
      Indenture.  If at any time:  (a) the Company shall
      have delivered to the Trustee for cancellation all Securities of a Series
      theretofore authenticated (other than any Securities that shall have been
      destroyed, lost or stolen and that shall have been replaced or paid as provided
      in Section 2.09 and Securities for whose payment money and/or U.S.
      Government Obligations have theretofore been deposited in trust or segregated
      and held in trust by the Company and thereupon repaid to the Company or
      discharged from such trust, as provided in Section 8.06); or (b) all
      such Securities of a particular Series not theretofore delivered to the Trustee
      for cancellation shall have become due and payable, or are by their terms to
      become due and payable within one year or are to be called for redemption within
      one year under arrangements satisfactory to the Trustee for the giving of notice
      of redemption, and the Company must irrevocably deposit with the Trustee, in
      trust, for the benefit of the Holders of that Series of Securities, cash in
      United States Dollars, noncallable U.S. Government Obligations, or a combination
      thereof, in such amounts as will be sufficient, in the opinion of a nationally
      recognized firm of independent public accountants, to pay at maturity or upon
      redemption all Securities of that Series not theretofore delivered to the
      Trustee for cancellation, including principal of, premium, if any, and interest
      due or to become due to such date of maturity or date fixed for redemption,
      as
      the case may be, and if the Company shall also pay or cause to be paid all
      other
      sums payable hereunder with respect to such Series by the Company, and shall
      have delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate, each stating that all conditions precedent relating to the
      satisfaction and discharge of this Indenture with respect to such Series have
      been complied with, then this Indenture shall thereupon cease to be of further
      effect with respect to such Series except for:

     

    (i)
      (a) the Company’s obligations with respect to such Securities of that
      Series under Article Two;

     

    (b)
      the
      Company’s agreements set forth in Section 5.01 and 5.02;

     

    (c) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the
      Company’s obligations in connection therewith (including, but not limited to,
      the rights of the Trustee and the duties of the Company under Section 7.07,
      which shall survive despite the satisfaction in full of all obligations
      hereunder); and

     

    (d) this
      Article Eight,

     

    each
      of
      which shall survive until the Securities of such Series have been paid in full
      (thereafter, the Company’s obligations in Section 7.07 only shall
      survive).

     

    Upon
      the
      Company’s exercise of this Section 8.08, the Trustee, on demand of the Company
      and at the cost and expense of the Company, shall execute proper instruments
      acknowledging satisfaction of and discharging this Indenture with respect to
      such Series of Securities.

     

     

    
      
        
        

      

      
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    ARTICLE
      NINE

     

    AMENDMENTS

     

    SECTION
      9.01.  Without Consent of
      Holders.  The Company and the Trustee may amend or supplement this
      Indenture or the Securities without the consent of any Holder:

     

    (1)  to
      evidence the succession of another Person to the Company pursuant to
      Article Five and the assumption by such successor of the
      Company’s covenants, agreements and obligations
      in this Indenture and in the Securities;

     

    (2)  to
      provide for the issuance of additional Securities in accordance with the
      limitations set forth herein;

     

    (3)  to
      surrender any right or power conferred upon the Company by this Indenture,
      to
      add to the covenants of the Company such further covenants, restrictions,
      conditions or provisions for the protection of the Holders of all or any Series
      of Securities as the Board of Directors of the Company shall consider to be
      for
      the protection of the Holders of such Securities, and to make the occurrence,
      or
      the occurrence and continuance, of a default in respect of any such additional
      covenants, restrictions, conditions or provisions a Default or an Event of
      Default under this Indenture; provided, however, that with respect
      to any such additional covenant, restriction, condition or provision, such
      amendment may provide for a period of grace after default, which may be shorter
      or longer than that allowed in the case of other Defaults, may provide for
      an
      immediate enforcement upon such Default, may limit the remedies available to
      the
      Trustee upon such Default or may limit the right of Holders of a majority in
      aggregate principal amount of the Securities of any Series to waive such
      default;

     

    (4)  to
      cure any ambiguity or correct or supplement any provision contained in this
      Indenture, in any supplemental indenture or in any Securities that may be
      defective or inconsistent with any other provision contained
      therein;

     

    (5)  to
      convey, transfer, assign, mortgage or pledge any Property to or with the
      Trustee, or to make such other provisions in regard to matters or questions
      arising under this Indenture as shall not adversely affect the interests of
      any
      Holders of Securities of any Series;

     

    (6)  to
      modify or amend this Indenture in such a manner as to permit the qualification
      of this Indenture or any supplemental indenture hereto under the TIA as then
      in
      effect;

     

    (7)  to
      add or to change any of the provisions of this Indenture to provide that
      Securities in bearer form may be registrable as to principal, to change or
      eliminate any restrictions on the payment of principal or premium with respect
      to Securities in registered form or of principal, premium or interest with
      respect to Securities in bearer form, or to permit Securities in registered
      form
      to be exchanged for Securities in bearer form, so as to not adversely affect
      the
      interests of the Holders or any coupons of any Series in any material respect
      or
      permit or facilitate the issuance of Securities of any Series in uncertificated
      form;

     

     

    
      
        
        

      

      
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    (8)  to
      secure the Securities;

     

    (9)  to
      make any change that does not adversely affect the rights of any
      Holder;

     

    (10)  to
      add to, change, or eliminate any of the provisions of this Indenture with
      respect to one or more Series of Securities, so long as any such addition,
      change or elimination not otherwise permitted under this Indenture shall
      (A) neither apply to any Security of any Series created prior to the
      execution of such supplemental indenture and entitled to the benefit of such
      provision nor modify the rights of the Holders of any such Security with respect
      to the benefit of such provision or (B) become effective only when there is
      no such Security outstanding;

     

    (11)  to
      evidence and provide for the acceptance of appointment by a successor or
      separate Trustee with respect to the Securities of one or more Series and to
      add
      to or change any of the provisions of this Indenture as shall be necessary
      to
      provide for or facilitate the administration of this Indenture by more than
      one
      Trustee; or

     

    (12)  to
      establish the form or terms of Securities and coupons of any Series pursuant
      to
      Article Two.

     

    SECTION
      9.02.  With Consent of
      Holders.  The Company and the Trustee may amend this Indenture or
      the Securities of any Series without notice to any Holder but with the written
      consent of the Holders of at least a majority in principal amount of the
      Securities of each Series then outstanding (including consents obtained in
      connection with a tender offer or exchange offer for the Securities) affected
      by
      such amendment.  However, without the consent of each Holder affected,
      an amendment may not:

     

    (1)
      reduce the principal amount of Securities whose Holders must consent to an
      amendment, modification, supplement or waiver;

     

    (2)
      reduce the rate of or extend the time for payment of interest on any
      Security;

     

    (3)
      reduce the principal of or change the Stated Maturity of any
      Security;

     

    (4)
      reduce the amount payable upon the redemption of any Security or add redemption
      provisions to any Security;

     

    (5)
      make
      any Security payable in money other than that stated in this Indenture or the
      Security; or

     

     

    
      
        
        

      

      
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    (6)
      make
      any change in Section 4.07, 6.04 or 6.07 hereof or in the foregoing
      amendment and waiver provisions.

     

    It
      shall
      not be necessary for the consent of the Holders under this Section to approve
      the particular form of any proposed amendment, but it shall be sufficient if
      such consent approves the substance thereof.  After an amendment under
      this Section becomes effective, the Company shall mail to all affected Holders
      a
      notice briefly describing such amendment.  The failure to give such
      notice to all such Holders, or any defect therein, shall not impair or affect
      the validity of an amendment under this Section.

     

    SECTION
      9.03.  Compliance with Trust Indenture
      Act.  Every amendment or supplement to this Indenture or the
      Securities shall comply with the TIA as then in effect.

     

    SECTION
      9.04.  Revocation and Effect of Consents and
      Waivers.  A consent to an amendment or a waiver by a Holder of a
      Security shall bind the Holder and every subsequent Holder of that Security
      or
      portion of the Security that evidences the same debt as the consenting Holder’s
      Security, even if notation of the consent or waiver is not made on the
      Security.  However, any such Holder or subsequent Holder may revoke
      the consent or waiver as to such Holder’s Security or portion of the Security if
      the Trustee receives the notice of revocation before the date the amendment
      or
      waiver becomes effective.  After an amendment or waiver becomes
      effective, it shall bind every Holder.  An amendment or waiver becomes
      effective once both (i) the requisite number of consents have been received
      by the Company or the Trustee and (ii) such amendment or waiver has been
      executed by the Company and the Trustee.

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to give their consent or take any other action
      described above or required or permitted to be taken pursuant to this
      Indenture.  If a record date is fixed, then notwithstanding the
      immediately preceding paragraph, those Persons who were Holders at such record
      date (or their duly designated proxies), and only those Persons, shall be
      entitled to give such consent or to revoke any consent previously given or
      to
      take any such action, whether or not such Persons continue to be Holders after
      such record date.  No such consent shall be valid or effective for
      more than 120 days after such record date.

     

    SECTION
      9.05.  Notation on or Exchange of
      Securities.  If an amendment changes the terms of a Security, the
      Trustee may require the Holder of the Security to deliver it to the
      Trustee.  The Trustee may place an appropriate notation on the
      Security regarding the changed terms and return it to the
      Holder.  Alternatively, if the Company or the Trustee so determines,
      the Company in exchange for the Security shall issue and the Trustee shall
      authenticate a new Security that reflects the changed terms.  Failure
      to make the appropriate notation or to issue a new Security shall not affect
      the
      validity of such amendment.

     

    SECTION
      9.06.  Trustee to Sign
      Amendments.  The Trustee shall sign any amendment authorized
      pursuant to this Article Nine if the amendment does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee.  If it does,
      the Trustee may but need not sign it.  In signing such amendment the
      Trustee shall be entitled to receive indemnity reasonably satisfactory to it
      and
      to receive, and (subject to Section 7.02) shall be fully protected in
      relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
      such amendment is authorized or permitted by this Indenture.

     

     

    
      
        
        

      

      
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    SECTION
      9.07.  Payment for
      Consent.  Neither the Company nor any Affiliate of the Company
      shall, directly or indirectly, pay or cause to be paid any consideration,
      whether by way of interest, fee or otherwise, to any Holder for or as an
      inducement to any consent, waiver or amendment of any of the terms or provisions
      of this Indenture or the Securities unless such consideration is offered to
      be
      paid to all Holders, ratably, that so consent, waive or agree to amend in the
      time frame set forth in solicitation documents relating to such consent, waiver
      or agreement.

     

     

    ARTICLE
      TEN

     

    MISCELLANEOUS

     

    SECTION
      10.01.  Trust Indenture Act
      Controls.  If any provision of this Indenture limits, qualifies or
      conflicts with another provision which is required to be included in this
      Indenture by the TIA, the required provision shall control.

     

    SECTION
      10.02.  Notices.  Any notice
      or communication shall be in writing and delivered in person or mailed by
      first-class mail addressed as follows:

     

    If
      to the
      Company:

     

    Double
      Hull Tankers, Inc.

    26
      New
      Street

    St
      Helier, Jersey JE23RA

    Channel
      Islands

     

    If
      to the
      Trustee:

     

    [                                 ]

     

    Attn:  [                                         ]

    Telecopy:  [                                 ]

     

    The
      Company or the Trustee by notice to the other may designate additional or
      different addresses for subsequent notices or communications.

     

    Any
      notice or communication mailed to a Holder shall be mailed to the Holder at
      the
      Holder’s address as it appears on the registration books of the Registrar and
      shall be sufficiently given if so mailed within the time
      prescribed.

     

     

    
      
        
        

      

      
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    Failure
      to mail a notice or communication to a Holder or any defect in it shall not
      affect its sufficiency with respect to other Holders.  If a notice or
      communication is mailed in the manner provided above, it is duly given, whether
      or not the addressee receives it.

     

    SECTION
      10.03.  Communication by Holders with Other
      Holders.  Holders may communicate pursuant to TIA § 312(b)
      with other Holders with respect to their rights under this Indenture or the
      Securities.  The Company, the Trustee, the Registrar and anyone else
      shall have the protection of TIA § 312(c).

     

    SECTION
      10.04.  Certificate and Opinion as to
      Conditions Precedent.  Upon any request or application by the
      Company to the Trustee to take or refrain from taking any action under this
      Indenture, the Company shall furnish to the Trustee:

     

    (1)
      an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee stating that, in the opinion of the signers, all conditions precedent,
      if any, provided for in this Indenture relating to the proposed action have
      been
      complied with; and

     

    (2)
      an
      Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
      stating that, in the opinion of such counsel, all such conditions precedent
      have
      been complied with.

     

    SECTION
      10.05.  Statements Required in Certificate
      or Opinion.  Each certificate or opinion with respect to
      compliance with a covenant or condition provided for in this Indenture shall
      include:

     

    (1)
      a
      statement that the individual making such certificate or opinion has read such
      covenant or condition;

     

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

     

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

     

    (4)
      a
      statement as to whether or not, in the opinion of such individual, such covenant
      or condition has been complied with.

     

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

     

     

    
      
        
        

      

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

     

    (c)  The
      ownership of bearer securities may be proved by the production of such bearer
      securities or by a certificate executed by any trust company, bank, banker
      or
      other depositary, wherever situated, if such certificate shall be deemed by
      the
      Trustee to be satisfactory, showing that at the date therein mentioned such
      Person had on deposit with such depositary, or exhibited to it, the bearer
      securities therein described; or such facts may be proved by the certificate
      or
      affidavit of the Person holding such bearer securities, if such certificate
      or
      affidavit is deemed by the Trustee to be satisfactory.  The Trustee
      and the Company may assume that such ownership of any bearer security continues
      until (i) another such certificate or affidavit bearing a later date issued
      in respect of the same bearer security is produced, (ii) such bearer
      security is produced to the Trustee by some other Person, (iii) such bearer
      security is surrendered in exchange for a registered security or (iv) such
      bearer security is no longer outstanding.  The ownership of bearer
      securities may also be proved in any other manner which the Trustee deems
      sufficient.

     

    (d)  The
      ownership of registered securities shall be proved by the register maintained
      by
      the Registrar.

     

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

     

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

     

     

    
      
        
        

      

      
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    (g)  The
      Depositary, as a Holder, may appoint agents and otherwise authorize Participants
      to give or take any request, demand, authorization, direction, notice, consent,
      waiver or other action which a Holder is entitled to give or take under the
      Indenture.

     

    SECTION
      10.07.  Rules by Trustee, Paying Agent and
      Registrar.  The Trustee may make reasonable rules for action by or
      a meeting of Holders.  The Registrar and the Paying Agent may make
      reasonable rules for their functions.

     

    SECTION
      10.08.  Legal Holidays.  A
“Legal Holiday” is a Saturday, Sunday or other day on which banking
      institutions in New York State are authorized or required by law to
      close.  If a payment date is a Legal Holiday, payment shall be made on
      the next succeeding day that is not a Legal Holiday, and no interest shall
      accrue for the intervening period.  If a record date is a Legal
      Holiday, the record date shall not be affected.

     

    SECTION
      10.09.  Governing Law.THIS
      INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
      OF
      ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE COMPANY
      AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
      CONTEMPLATED HEREBY.

     

    SECTION
      10.10.  No Recourse Against
      Others.  A director, officer, employee or shareholder, as such, of
      any Company shall not have any liability for any obligations of the Company
      under the Securities or this Indenture or for any claim based on, in respect
      of
      or by reason of such obligations or their creation.  By accepting a
      Security, each Holder shall waive and release all such
      liability.  This waiver and release shall be part of the consideration
      for the issuance of the Securities.

     

    SECTION
      10.11.  Successors.  All
      agreements of the Company in this Indenture and the Securities shall bind its
      successors.  All agreements of the Trustee in this Indenture shall
      bind its successors.

     

     

    
      
        
        

      

      
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    SECTION
      10.12.  Multiple
      Originals.  The parties may sign any number of copies of this
      Indenture.  Each signed copy shall be an original, but all of them
      together represent the same agreement.  One signed copy of the
      Indenture is enough to prove this Indenture.

     

    SECTION
      10.13.  Table of Contents;
      Headings.  The table of contents, cross-reference sheet and
      headings of the Articles and Sections of this Indenture have been inserted
      for
      convenience of reference only, are not intended to be considered a part hereof
      and shall not modify or restrict any of the terms or provisions
      hereof.

     

    SECTION
      10.14.  Severability.  If any
      provision in this Indenture is deemed unenforceable, it shall not affect the
      validity or enforceability of any other provision set forth herein, or of the
      Indenture as a whole.

     

     

    
      
        
        

      

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

     

    
      	 	DOUBLE
              HULL TANKERS,
              INC.,	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

     

    
      
        	 	[                                                            
                ],	 
	 	as
                Trustee	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

       

       

       

       

       

       

       

       

       

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