CHINA
      GERUI ADVANCED MATERIALS GROUP
LIMITED

                  


          

        

      

    

     

    TO

     

    [             ]

    Trustee

    
       

        
          
            
              
                
                  	
                          _________________

                        
	 
      
	
                          Indenture

                        
	 
      
	
                          Dated
      as of  __, 20__

                        
	 
      
	
                          _________________

                        
	 
	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    TABLE OF
CONTENTS

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 
      
	
                      ARTICLE
      I

                    
	 
      	 
      	 
      
	
                      DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                    
	 
      	 
      	 
      
	
                      Section
      101.

                    	
                      Definitions

                    	
                      1

                    
	
                      Section
      102.

                    	
                      Compliance
      Certificates and Opinions

                    	
                      9

                    
	
                      Section
      103.

                    	
                      Form
      of Documents Delivered to Trustee

                    	
                      9

                    
	
                      Section
      104.

                    	
                      Acts
      of Holders

                    	
                      10

                    
	
                      Section
      105.

                    	
                      Notices,
      Etc. to Trustee and Company

                    	
                      11

                    
	
                      Section
      106.

                    	
                      Notice
      to Holders; Waiver

                    	
                      11

                    
	
                      Section
      107.

                    	
                      Conflict
      With Trust Indenture Act

                    	
                      12

                    
	
                      Section
      108.

                    	
                      Effect
      of Headings and Table of Contents

                    	
                      12

                    
	
                      Section
      109.

                    	
                      Successors
      and Assigns

                    	
                      12

                    
	
                      Section
      110.

                    	
                      Separability
      Clause

                    	
                      12

                    
	
                      Section
      111.

                    	
                      Benefits
      of Indenture

                    	
                      12

                    
	
                      Section
      112.

                    	
                      Governing
      Law

                    	
                      13

                    
	
                      Section
      113.

                    	
                      Legal
      Holidays

                    	
                      13

                    
	
                      Section
      114.

                    	
                      Rules
      by Trustee and Agents

                    	
                      13

                    
	
                      Section
      115.

                    	
                      No
      Recourse Against Others

                    	
                      13

                    
	 
      	 
      	 
      
	
                      ARTICLE
      II

                    
	 
      	 
      	 
      
	
                      SECURITY
      FORMS

                    
	 
      	 
      	 
      
	
                      Section
      201.

                    	
                      Forms
      Generally

                    	
                      13

                    
	
                      Section
      202.

                    	
                      Form
      of Trustee’s Certificate of Authentication

                    	
                      14

                    
	 
      	 
      	 
      
	
                      ARTICLE
      III

                    
	 
      	 
      	 
      
	
                      THE
      SECURITIES

                    
	 
      	 
      	 
      
	
                      Section
      301.

                    	
                      Amount
      Unlimited; Issuable in Series

                    	
                      14

                    
	
                      Section
      302.

                    	
                      Denominations

                    	
                      19

                    
	
                      Section
      303.

                    	
                      Execution,
      Authentication, Delivery and Dating

                    	
                      19

                    
	
                      Section
      304.

                    	
                      Temporary
      Securities

                    	
                      21

                    


            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      305.

                	
                  Registration,
      Registration of Transfer and Exchange

                	
                  22

                
	
                  Section
      306.

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  23

                
	
                  Section
      307.

                	
                  Payment
      of Interest; Interest Rights Preserved

                	
                  24

                
	
                  Section
      308.

                	
                  Persons
      Deemed Owners

                	
                  25

                
	
                  Section
      309.

                	
                  Cancellation

                	
                  26

                
	
                  Section
      310.

                	
                  Computation
      of Interest

                	
                  26

                
	
                  Section
      311.

                	
                  Global
      Securities; Exchanges; Registration and Registration of
      Transfer

                	
                  26

                
	
                  Section
      312.

                	
                  Extension
      of Interest Payment

                	
                  28

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                
	 
      	 
      	 
      
	
                  SATISFACTION
      AND DISCHARGE

                
	 
      	 
      	 
      
	
                  Section
      401.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  28

                
	
                  Section
      402.

                	
                  Application
      of Trust Money

                	
                  29

                
	
                  Section
      403.

                	
                  Satisfaction,
      Discharge and Defeasance of Securities of Any Series

                	
                  30

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                
	 
      	 
      	 
      
	
                  REMEDIES

                
	 
      	 
      	 
      
	
                  Section
      501.

                	
                  Events
      of Default

                	
                  31

                
	
                  Section
      502.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  33

                
	
                  Section
      503.

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  34

                
	
                  Section
      504.

                	
                  Trustee
      May File Proofs of Claim

                	
                  35

                
	
                  Section
      505.

                	
                  Trustee
      May Enforce Claims Without Possession of Securities or
    Coupons

                	
                  35

                
	
                  Section
      506.

                	
                  Application
      of Money Collected

                	
                  36

                
	
                  Section
      507.

                	
                  Limitation
      on Suits

                	
                  36

                
	
                  Section
      508.

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                	
                  37

                
	
                  Section
      509.

                	
                  Restoration
      of Rights and Remedies

                	
                  37

                
	
                  Section
      510.

                	
                  Rights
      and Remedies Cumulative

                	
                  37

                
	
                  Section
      511.

                	
                  Delay
      or Omission Not Waiver

                	
                  37

                
	
                  Section
      512.

                	
                  Control
      by Holders

                	
                  37

                
	
                  Section
      513.

                	
                  Waiver
      of Past Defaults

                	
                  38

                
	
                  Section
      514.

                	
                  Undertaking
      for Costs

                	
                  38

                
	
                  Section
      515.

                	
                  Waiver
      of Stay or Extension Laws

                	
                  39

                


        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      VI

                
	 
      	 
      	 
      
	
                  THE
      TRUSTEE

                
	 
      	 
      	 
      
	
                  Section
      601.

                	
                  Certain
      Duties and Responsibilities

                	
                  39

                
	
                  Section
      602.

                	
                  Notice
      of Defaults

                	
                  40

                
	
                  Section
      603.

                	
                  Certain
      Rights of Trustee

                	
                  40

                
	
                  Section
      604.

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  42

                
	
                  Section
      605.

                	
                  May
      Hold Securities

                	
                  42

                
	
                  Section
      606.

                	
                  Money
      Held in Trust

                	
                  42

                
	
                  Section
      607.

                	
                  Compensation
      and Reimbursement

                	
                  42

                
	
                  Section
      608.

                	
                  Disqualification;
      Conflicting Interests

                	
                  43

                
	
                  Section
      609.

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  43

                
	
                  Section
      610.

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  43

                
	
                  Section
      611.

                	
                  Acceptance
      of Appointment by Successor

                	
                  45

                
	
                  Section
      612.

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  46

                
	
                  Section
      613.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  46

                
	
                  Section
      614.

                	
                  Appointment
      of Authenticating Agent

                	
                  46

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                
	 
      	 
      	 
      
	
                  HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                
	 
      	 
      	 
      
	
                  Section
      701.

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  48

                
	
                  Section
      702.

                	
                  Preservation
      of Information; Communications to Holders

                	
                  49

                
	
                  Section
      703.

                	
                  Reports
      by Trustee

                	
                  50

                
	
                  Section
      704.

                	
                  Reports
      by Company

                	
                  51

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                
	 
      	 
      	 
      
	
                  CONSOLIDATION,
      MERGER, CONVEYANCE OR TRANSFER

                
	 
      	 
      	 
      
	
                  Section
      801.

                	
                  Company
      May Consolidate, Etc. Only on Certain Terms

                	
                  52

                
	
                  Section
      802.

                	
                  Successor
      Corporation Substituted

                	
                  52

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                
	 
      	 
      	 
      
	
                  SUPPLEMENTAL
      INDENTURES

                
	 
      	 
      	 
      
	
                  Section
      901.

                	
                  Supplemental
      Indentures Without Consent of Holders

                	
                  53

                
	
                  Section
      902.

                	
                  Supplemental
      Indentures With Consent of Holders

                	
                  55

                


        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      903.

                	
                  Execution
      of Supplemental Indentures

                	
                  56

                
	
                  Section
      904.

                	
                  Effect
      of Supplemental Indentures

                	
                  57

                
	
                  Section
      905.

                	
                  Conformity
      With Trust Indenture Act

                	
                  57

                
	
                  Section
      906.

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  57

                
	
                  Section
      907.

                	
                  Revocation
      and Effect of Consents

                	
                  57

                
	
                  Section
      908.

                	
                  Modification
      Without Supplemental Indenture

                	
                  58

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                
	 
      	 
      	 
      
	
                  COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      1001.

                	
                  Payment
      of Principal, Premium and Interest

                	
                  58

                
	
                  Section
      1002.

                	
                  Maintenance
      of Office or Agency

                	
                  59

                
	
                  Section
      1003.

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  60

                
	
                  Section
      1004.

                	
                  Corporate
      Existence

                	
                  61

                
	
                  Section
      1005.

                	
                  Defeasance
      of Certain Obligations

                	
                  61

                
	
                  Section
      1006.

                	
                  Statement
      by Officers as to Default

                	
                  63

                
	
                  Section
      1007.

                	
                  Waiver
      of Certain Covenants

                	
                  63

                
	
                  Section
      1008.

                	
                  Maintenance
      of Properties

                	
                  64

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                
	 
      	 
      	 
      
	
                  REDEMPTION
      OF SECURITIES

                
	 
      	 
      	 
      
	
                  Section
      1101.

                	
                  Applicability
      of Article

                	
                  64

                
	
                  Section
      1102.

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  64

                
	
                  Section
      1103.

                	
                  Selection
      by Trustee of Securities to Be Redeemed

                	
                  65

                
	
                  Section
      1104.

                	
                  Notice
      of Redemption

                	
                  65

                
	
                  Section
      1105.

                	
                  Securities
      Payable on Redemption Date

                	
                  67

                
	
                  Section
      1106.

                	
                  Securities
      Redeemed in Part

                	
                  67

                
	 
      	 
      	 
      
	
                  ARTICLE
      XII

                
	 
      	 
      	 
      
	
                  SINKING
      FUNDS

                
	 
      	 
      	 
      
	
                  Section
      1201.

                	
                  Applicability
      of Article

                	
                  67

                
	
                  Section
      1202.

                	
                  Satisfaction
      of Sinking Fund Payments With Securities

                	
                  68

                
	
                  Section
      1203.

                	
                  Redemption
      of Securities for Sinking Fund

                	
                  68

                


        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      XIII

                
	 
      	 
      	 
      
	
                  REPAYMENT
      OF SECURITIES AT OPTION OF HOLDERS

                
	 
      	 
      	 
      
	
                  Section
      1301.

                	
                  Applicability
      of Article

                	
                  68

                
	
                  Section
      1302.

                	
                  Notice
      of Repayment Date

                	
                  68

                
	
                  Section
      1303.

                	
                  Securities
      Payable on Repayment Date

                	
                  70

                
	
                  Section
      1304.

                	
                  Securities
      Repaid in Part

                	
                  70

                


        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    

     

    INDENTURE,
dated as of [          ],
20__, between CHINA GERUI ADVANCED MATERIALS GROUP LIMITED, a corporation
organized and existing under the laws of the British Virgin Islands (herein
called the “Company”),
and
[                 ]
(herein called the “Trustee”).

     

    Recitals
Of The Company

     

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

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
I

     

    DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

     

    Section
101.          Definitions. 
For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires;

     

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

     

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

     

    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation or, at the
election of the Company from time to time, at the date of the execution and
delivery of this Indenture;

     

    (4)           the
word “or” is not exclusive; and

     

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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Certain
terms, used principally in Article VI, are defined in that Article.

     

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

     

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

     

    “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.

     

    “Authorized
Newspaper” means a newspaper of general circulation, in an official
language of the country of publication or in the English language, customarily
published on a daily basis (including newspapers published on a daily basis
except not published on Legal Holidays, as defined in Section 113) in such
country.  Whenever successive weekly publications in an Authorized
Newspaper are required hereunder, they may be made (unless otherwise expressly
provided herein) on the same or different days of the week and in the same or
different Authorized Newspapers.

     

    “Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, the Secretary, any Assistant Secretary or any other
officer or agent of the Company duly authorized by the Board of Directors to act
in respect of matters relating to this Indenture.

     

    “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board.

     

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

     

    “Business
Day”, when used with respect to any Place of Payment or any other
particular location specified in the Securities or this Indenture, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment such other location, or the city
in which the Corporate Trust Office of the Trustee is located, are authorized or
obligated by law to close, except as may be otherwise specified as contemplated
by Section
301.

     

    “Code”
means the Internal Revenue Code of 1986, as amended.

     

    “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

    “Company
Request” or “Company
Order” means a written request or order signed in the name of the Company
by an Authorized Officer and delivered to the Trustee.

     

    “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered and, with
respect to [       ], shall be located in
[             ].

     

    “Corporation”
includes corporations, associations, joint stock companies, limited liability
companies and business trusts.

     

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

     

    “Depository”
means, with respect to any series of Securities issuable or issued in the form
of a Global Security, an entity named as such in the Indenture, or, if no entity
is so named, an entity, if any, named by the Company as such by Board
Resolution, or its successor.  The Depository is the entity which
holds a Global Security, if any, and operates the computerized book-entry system
through which ownership interests in the Securities are
recorded.  Such entity shall at all times be a registered clearing
agency under the Securities Exchange Act of 1934, as amended, and in good
standing thereunder or, in the case of an entity that holds a Global Security
issued outside of the United States, such entity shall at all times be in
compliance with any applicable registration requirements and in good standing
under application regulations.

     

    “Dollar”
or “$”
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 debts.

     

    “Eligible
Obligations” means:

     

    (a) with
respect to Securities denominated in Dollars, U.S. Government Obligations;
or

     

    (b) with
respect to Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified
with respect to such Securities, as contemplated by Section 301(24).

     

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

     

    “Global
Security” means a Security, if any, issued to evidence all or a part of a
series of Securities in accordance with Section 301.

     

    “Holder”
means the bearer of an Unregistered Security or coupon appertaining thereto or a
Person in whose name a Registered Security is registered in the Security
Register or the Person who is the record owner of any ownership interests in a
Global Security.

     

    “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities established as contemplated by Section 301.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Indexed
Security” means a Security the terms of which provide that the principal
amount thereof payable at Stated Maturity may be more or less than the principal
face amount thereof at original issuance.

     

    “Interest”,
when used with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, means interest payable after
Maturity.

     

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

     

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

     

    “Officer’s
Certificate” means a certificate signed by an Authorized Officer and
delivered to the Trustee.

     

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

     

    “Original
Issue Discount Security” means any Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502.

     

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

     

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

     

    (b)           Securities
or portions thereof for whose payment or redemption (a) money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities or (b) Eligible Obligations as contemplated by Sections 401 and 403 in the necessary amount
have been theretofore deposited with the Trustee, in trust, for the Holders of
such Securities (whether or not the Company’s indebtedness in respect thereof
shall be satisfied and discharged for purposes of this Indenture or otherwise),
provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (c)           Securities
that have been paid pursuant to Section 306 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there have been presented to the Trustee proof satisfactory to it and the
Company that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company;

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder,

     

    (w)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such
Affiliate or such obligor owns (i) all Securities Outstanding under this
Indenture or (ii) except for the purposes of actions to be taken by Holders of
more than one series or Tranche voting as a class, all Outstanding Securities of
each such series and each such Tranche, as the case may be, determined without
regard to this clause) shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor;

     

    (x)  in
determining whether the Holders of the requisite principal amount of Securities
of any series or Tranche have concurred in any direction, waiver or consent, the
principal amount of Original Issue Discount Securities that shall be deemed to
be outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
maturity thereof pursuant to Section 502;

     

    (y)  in
the case of any Security the principal of which is payable from time to time
without presentment or surrender, the principal amount of such Security that
shall be deemed to be Outstanding at any time for all purposes of this Indenture
shall be the original principal amount thereof less the aggregate amount of
principal thereof theretofore paid; and

     

    (z)  the
principal amount of any Security which is denominated in a currency other than
Dollars or in a composite currency that shall be deemed to be Outstanding for
such purposes shall be the amount of Dollars that could have been purchased by
the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent on the date determined as set forth below of the amount
determined as provided in (x) above) of such currency or composite currency
evidenced by such Security, in each such case certified to the Trustee in an
Officer’s Certificate based (i) on the average of the mean of the buying and
selling spot rates quoted by three banks which are members of the New York
Clearing House Association selected by the Company in effect at 11:00 A.M. (New
York time) in The City of New York on the fifteenth Business Day preceding any
such determination or (ii) if on such fifteenth Business Day it is not possible
or practicable to obtain such quotations from such three banks, on such other
quotations or alternative methods of determination that shall be as consistent
as practicable with the method set forth in (i) above.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Paying
Agent” means any Person, including the Company, authorized by the Company
to pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

     

    “Periodic
Offering” means an offering of Securities of a series from time to time
any or all of the specific terms of which Securities, including without
limitation the rate or rates of interest, if any, thereon, the Stated Maturity
or Maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such
Securities by the Trustee, all as contemplated in Section 301 and clause (2) of
Section
303.

     

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

     

    “Place of
Payment”, when used with respect to the Securities of any series, or any
Tranche thereof, means the place or places where the principal of (and premium,
if any) and interest, if any, on the Securities of that series or Tranche are
payable as specified as contemplated by Section 301.

     

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

     

    “Redemption
Date”, when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to Section 301 of this
Indenture.

     

    “Redemption
Price”, when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture, exclusive of
accrued and unpaid interest, if any.

     

    “Registered
Security” means any Security issued hereunder and registered by the
Security Registrar or any recorded interest in a Global Security issued
hereunder.

     

    “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section
301.

     

    “Repayment
Date”, when used with respect to any Security of any series to be repaid
or repurchased, means the date, if any, fixed for such repayment or for such
repurchase (whether at the option of the Holders or otherwise) pursuant to Section 301 of this
Indenture.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Repayment
Price”, when used with respect to any Security of any series to be
repaid, means the price, if any, at which it is to be repaid pursuant to Section 301.

     

    “Responsible
Officer”, when used with respect to the Trustee, means any officer within
the corporate trust department or any other successor group of the Trustee,
including any vice president, assistant vice president, assistant secretary or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

     

    “Security”
or “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Security or Securities authenticated and delivered under
this Indenture.

     

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

     

    “Senior
Securities” means Securities other than Subordinated
Securities.

     

    “series”
or “series
of Securities” means a series of Securities issued under this Indenture
as determined by Board Resolution or as otherwise determined under this
Indenture, and except as otherwise provided in Section 608.

     

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

     

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

     

    “Subordinated
Securities” means Securities that by the terms established pursuant to
Subsection 301(10) are subordinate to any specified debt of the
Company.

     

    “Subsidiary”
means (i) any corporation, association or other business entity of which more
than 50% of the outstanding total voting stock 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
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries or (ii) any partnership the sole general partner or the
managing general partner of which is the Company or a Subsidiary of the Company
or the only general partners of which are the Company or of one or more
Subsidiaries of the Company (or any combination thereof).  For the
purposes of this definition, “voting stock” means, in the case of a corporation,
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of capital stock has such voting
power by reason of any contingency, in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited), and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Tranche”
means a group of Securities which (a) are of the same series and (b) have
identical terms except as to principal amount or date of issuance.

     

    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have been appointed with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the
Trustee with respect to Securities of that series.

     

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the
date as of which this instrument was executed, except as provided in Section 905.

     

    “U.S.
Government Obligations” means (a) direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States and the payment of which is unconditionally guaranteed by
the United States and (b) certificates, depositary receipts or other instruments
which evidence a direct ownership interest in obligations described in clause
(a) above or in any specific interest or principal payments due in respect
thereof; provided,
however, that the custodian of such obligations or specific interest or
principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to federal or state supervision or
examination with a combined capital and surplus of at least $50,000,000; and
provided, further, that
except as may be otherwise required by law, such custodian shall be obligated to
pay to the holders of such certificates, depositary receipts or other
instruments the full amount received by such custodian in respect of such
obligations or specific payments and shall not be permitted to make any
deduction therefrom.

     

    “U.S.
Person” means a citizen, national or resident of the United States, a
corporation, partnership, limited liability company, or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, or an estate or trust whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.

     

    “Unregistered
Security” means any Security issued hereunder which is not a Registered
Security.

     

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

     

    “Yield to
Maturity” means the yield to maturity, calculated by the Company at the
time of issuance of a series of Securities or, if applicable, at the most recent
determination of interest on such series in accordance with accepted financial
practice.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

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

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than certificates provided pursuant to
Section 704(4)) shall
include:

     

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

     

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

     

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

     

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

     

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

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel.  Any such
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is
in the possession of the Company.

     

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


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    Section
104.          Acts of
Holders.   (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, 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 the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of Unregistered Securities, shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

     

    (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 him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his 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 acceptable to the Trustee.

     

    (c)           The
amount of Unregistered Securities held by any Person executing any such
instrument or writings as the Holder thereof, and the numbers of such
Unregistered Securities, and the date of his holding the same, may be proved by
the production of such Unregistered Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or member of a national
securities exchange (wherever situated), if such certificate is in form
satisfactory to the Trustee, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Unregistered
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person executing such instrument or writing as the Holder
thereof, if such certificate or affidavit is in form satisfactory to the
Trustee.  The Trustee and the Company may assume that such ownership
of any Unregistered Securities continues until (1) another certificate bearing a
later date issued in respect of the same Unregistered Securities is produced, or
(2) such Unregistered Securities are produced by some other Person, or (3) such
Unregistered Securities are registered as to principal or are surrendered in
exchange for Unregistered Securities, or (4) such Unregistered Securities are no
longer Outstanding.

     

    (d)           The
fact and date of execution of any such instrument or writing and the amount and
number of Unregistered Securities held by the Person so executing such
instrument or writing may also be proved in any other manner that the Trustee
deems sufficient; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

     

    (e)           The
principal amount (except as otherwise contemplated in clause (x) of the proviso
to the definition of “Outstanding”) and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (f)           Any
request, demand, authorization, direction, notice, consent, election, 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.

     

    (g)           The
Company may set a record date for purposes of determining the identity of
Holders of any Securities of any series entitled to vote or consent to any
action by vote or consent authorized or permitted by Section 512 or 513.  Such record
date shall be the later of 30 days prior to the first solicitation of such
consent or the date of the most recent list of Holders of such Securities
furnished to the Trustee pursuant to Section 701 prior to such
solicitation.

     

    (h)           If
the Company solicits from Holders any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, 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 the record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the 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 the record date.

     

    Section
105.          Notices, Etc. to Trustee and
Company.  Except as
otherwise provided herein, any request, demand, authorization, direction,
notice, consent, election, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,

     

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

     

    (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the
Company.

     

    Section
106.          Notice to Holders;
Waiver.  Except as
otherwise expressly provided herein, where this Indenture provides for notice of
any event or reports to Holders, such notice or report shall be sufficiently
given if in writing and mailed, first-class postage prepaid, to each Holder of
Registered Securities affected by such event, at the address of such Holder as
it appears in the Security Register and to addresses filed with the Trustee or
preserved on the Trustee’s list pursuant to Section 702(a) for other
Holders (and to such other addressees as may be required in the case of such
notice or report under Section 313(c) of the Trust Indenture Act), not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice or report.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other
Holders.

     

    Notice
shall be sufficiently given to Holders of Unregistered Securities if published
in an Authorized Newspaper in each of The City of New York and, if such
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located, or in such other city or cities as
may be specified in the Securities, once in each of two different calendar
weeks, the first publication to be not earlier than the earliest date, and not
later than the last date, if any, prescribed for the giving of such
notice.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     

    In case
by reason of the suspension of regular mail service or by reason of any other
cause is impracticable to give such notice by mail, then such notification that
is made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     

    If it is
impractical in the opinion of the Trustee or the Company to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or
other notice in lieu thereof that is made or given with the approval of the
Trustee shall constitute a sufficient publication of such notice.

     

    Section
107.         Conflict With Trust
Indenture Act.  If any
provision hereof limits, qualifies or conflicts with the duties imposed by
operation of subsection (c) of Section 318 of the Trust Indenture Act, the
imposed duties shall control.

     

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

     

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

     

    Section
110.          Separability
Clause.  In case
any provision in this Indenture or in the Securities is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    Section
111.          Benefits of
Indenture.  Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto (including any Paying Agent appointed
pursuant to Section 1002
and Authenticating Agent appointed pursuant to Section 614 to the extent
provided herein) and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this
Indenture.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    Section
112.          Governing Law. 
This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York.

     

    Section
113.          Legal
Holidays.   In any
case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Security is not a Business Day at any Place of Payment or the
city in which the Corporate Trust Office of the Trustee is located, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in Securities of any series, or any Tranche thereof, or
in the Board Resolution or Officer’s Certificate that establishes the terms of
such Securities or Tranche, that specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, Repayment
Date, or at the Stated Maturity, provided that no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as
the case may be.

     

    Section
114.          Rules by Trustee and
Agents.  The
Trustee may make reasonable rules for action by or at a meeting of Holders of
one or more series.  The Paying Agent or Security Registrar may make
reasonable rules and set reasonable requirements for its functions.

     

    Section
115.          No Recourse Against
Others.  No past,
present or future director, officer, stockholder or employee, as such, of the
Company or any successor corporation shall have any liability for any obligation
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their
creation.  Each Holder by accepting a Security waives and releases all
such liability.  The waiver and release are part of the consideration
for the execution of this Indenture and the issue of the
Securities.

     

    ARTICLE
II

     

    SECURITY
FORMS

     

    Section
201.          Forms
Generally.  The
Securities of each series and related coupons, if any, shall be in substantially
the form as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.  When the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the
authentication and delivery of such Securities.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    If
required or appropriate under applicable law, Unregistered Securities and their
coupons must have the following statement on their face:  “Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the Internal Revenue Code”.  If required or
appropriate under applicable law, Unregistered Securities and their coupons must
have the following statement on their face:  “By accepting this
obligation, the Holder represents and warrants that it is not a U.S. Person
(other than an exempt recipient described in section 6049(b)(4) of the Internal
Revenue Code and the regulations thereunder) and that it is not acting for or on
behalf of a U.S. Person (other than an exempt recipient described in section
6049(b)(4) of the Internal Revenue Code and the regulations
thereunder).”

     

    The
definitive Securities shall be produced in such manner or combination of
manners, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

     

    Section
202.          Form of Trustee’s
Certificate of Authentication.  The
Trustee’s certificate of authentication shall be in substantially the following
form:

     

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

    


    
      
        	 
      	
                [               ]

              
	 
      	
                as
      Trustee

              
	 
      	 
      
	 
      	
                By

              	 
      
	 
      	 
      	
                Authorized
      Officer

              


      

    

     

    ARTICLE
III

     

    THE
SECURITIES

     

    Section
301.          Amount Unlimited; 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.  There may be
Registered Securities and Unregistered Securities within a
series.  Registered and Unregistered Securities may be in temporary or
permanent global form.  Unregistered Securities may be issued with or
without coupons attached.  Unregistered Securities may be subject to
such restrictions, and contain such legends, as may be required by United States
laws and regulations.  Subject to the last paragraph of this Section,
there shall be established in or pursuant to a Board Resolution, and set forth
in an Officer’s Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any
series,

     

    (1)           the
title of the Securities of the series (which shall distinguish the Securities of
the series from all other Securities);


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (2)           any
limit upon the aggregate principal amount of the Securities of the series that
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 pursuant to Section 304, 305, 306, 906, 1107 or 1305 and except for any
Securities that, pursuant to Section 303, are deemed never
to have been authenticated and delivered hereunder);

     

    (3)           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the securities will be issued and the date or dates on which the principal
(and premium, if any) of the Securities of the series, or any Tranche thereof,
is payable;

     

    (4)           the
date or dates on which the principal of the Securities of such series, or any
Tranche thereof, is payable or any formula or other method or other means by
which such date or dates shall be determined, by reference to an index or other
fact or event ascertainable outside of this Indenture or otherwise (without
regard to any provisions for redemption, prepayment, acceleration, purchase or
extension);

     

    (5)           the
rate or rates at which the Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue
principal shall bear interest, if different from the rate or rates at which such
Securities shall bear interest prior to Maturity, and, if applicable, the rate
or rates at which overdue premium or interest shall bear interest, if any), or
any formula or other method or other means by which such rate or rates shall be
determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise; the date or dates from which such
interest shall accrue; the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date, if any, for the interest payable on such
Securities on any Interest Payment Date; the right of the Company, if any, to
extend the interest payment periods and the duration of any such extension as
contemplated by Section
312; and the basis of computation of interest, if other than as provided
in Section
310;

     

    (6)           the
place or places where the principal of (and premium, if any) and interest, if
any, on Securities of the series, or any Tranche thereof, shall be payable, any
Registered Securities of the series, or any Tranche thereof, may be surrendered
for registration of transfer, Securities of the series, or any Tranche thereof,
may be surrendered for exchange, and where notices and demands to or upon the
Company in respect of the Securities of the series, or any Tranche thereof, and
this Indenture may be served and notices to Holders pursuant to Section 106 will be published;
the Security Registrar and any Paying Agent or Agents for such series or
Tranche; and if such is the case, that the principal of such Securities shall be
payable without presentment or surrender thereof;

     

    (7)           if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series, or any Tranche
thereof, may be redeemed, in whole or in part, at the option of the
Company;


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

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

     

    (9)           the
obligation, if any, of the Company to offer to repay or repurchase Securities of
the series, or any Tranche thereof, in circumstances described therein, and the
period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series, or any Tranche thereof, shall be
repaid or repurchased, in whole or in part, at the option of the
Holders;

     

    (10)         the
terms, if any, on which the Securities of such series will be subordinate in
right and priority of payment to other debt of the Company;

     

    (11)         the
right, if any, of the Company to execute and deliver to the Trustee, and to
direct the Trustee to authenticate and deliver in accordance with a Company
Order, a Security of any series, or any Tranche thereof, in lieu of or in
exchange for any Securities of such series, or any Tranche thereof, cancelled
upon redemption or repayment;

     

    (12)         the
denominations in which any Registered Securities of the series, or any Tranche
thereof, shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which any
Unregistered Securities of the series, or any Tranche thereof, shall be
issuable, if other than the denomination of $5,000;

     

    (13)         if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series, or any Tranche thereof, that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;

     

    (14)         whether
Securities of the series are to be issuable as Registered Securities,
Unregistered Securities, or both, whether Securities of the series are to be
issuable with or without coupons, whether any Securities of the series are to be
issuable initially in temporary global form (and, if so, the identity of the
depositary for such Securities) and the circumstances under which such
Securities in temporary global form may be exchanged for definitive Securities,
and whether any Securities of the series are to be issuable in permanent global
form (and, if so, the identity of the depositary for such Securities) with or
without coupons and, if so, whether beneficial owners of interests in any such
permanent Global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section
311;

     

    (15)         whether
and under what circumstances the Company will pay additional amounts on the
Securities of that series held by a person who is not a U.S. Person in respect
of taxes or similar charges withheld or deducted and, if so, whether the Company
will have the option to redeem such Securities rather than pay such additional
amounts;


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    (16)         the
currency or currencies, including composite currencies, in which payment of the
principal of (and premium, if any) and interest, if any, on the Securities of
the series, or any Tranche thereof, shall be payable (if other than the currency
of the United States of America) and the
formula or other method or other means by which the equivalent of any such
amount in Dollars is to be determined for any purpose, including for the purpose
of determining the principal amount of such Securities deemed to be Outstanding
at any time;

     

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

     

    (18)         if
the principal of or premium, if any, or interest, if any, on the Securities of
such series, or any Tranche thereof, are to be payable, or are to be payable at
the election of the Company or a Holder thereof, in securities or other
property, the type and amount of such securities or other property, or the
formula or other method or other means by which such amount shall be determined,
and the period or periods within which, and the terms and conditions upon which,
any such election may be made;

     

    (19)         if
the amount of payments of principal of (and premium, if any) or interest on the
Securities of the series may be determined with reference to an index or other
fact or event ascertainable outside of this Indenture, the manner in which such
amounts shall be determined to the extent not established pursuant to paragraph
(5) of this Section;

     

    (20)         the
form or forms of the Securities, including such legends as may be required by
United States laws or regulations, the form of any coupons or temporary Global
Security, if any, which may be issued and the forms of any certificates which
may be required hereunder or under United States laws or regulations in
connection with the offering, sale, delivery or exchange of Unregistered
Securities, if any;

     

    (21)         the
Person to whom any interest on any Registered Security of the series, or any
Tranche thereof, shall be payable, if other than the Person in whose name that
Security is registered at the close of business on the Regular Record Date for
such interest, and the manner in which, or the Person to whom, any interest on
any Unregistered Security of the series, or any Tranche thereof, shall be
payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary or permanent Global
Security on an interest payment date will be paid;

     

    (22)         any
Events of Default, in addition to those specified in Section 501, with respect to
the Securities of such series, and any covenants of the Company for the benefit
of the Holders of the Securities of such series, or any Tranche thereof, in
addition to those set forth in Article X;

     

    (23)         the
terms, if any, pursuant to which the Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other
securities of the Company or any other Person;


    
      
         


      

      
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    (24)         the
obligations or instruments, if any, that shall be considered to be Eligible
Obligations in respect of the Securities of such series, or any Tranche thereof,
denominated in a currency other than Dollars or in a composite currency, and any
additional or alternative provisions for the reinstatement of the Company’s
indebtedness in respect of such Securities after the satisfaction and discharge
thereof as provided in Section
401;

     

    (25)         any
exceptions to Section
113, or variation in the definition of Business Day, with respect to the
Securities of such series, or any Tranche thereof;

     

    (26)         any
collateral security, assurance or guarantee for the Securities of such
series;

     

    (27)         the
non-applicability of Section
608 to the Securities of such series or any exceptions or modifications
of Section 608 with
respect to the Securities of such series;

     

    (28)         any
rights or duties of another Person to assume the obligations of the Company with
respect to the Securities of such series (whether as joint obligor, primary
obligor, secondary obligor or substitute obligor) and any rights or duties to
discharge and release any obligor with respect to the Securities of such series
or this Indenture to the extent related to such series;

     

    (29)         if
a service charge will be made for the registration of transfer or exchange of
Securities of such series, or any Tranche thereof, the amount or terms thereof;
and

     

    (30)         any
other terms, conditions and rights of the series (which terms, conditions and
rights shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section
901(5)).

     

    All
Securities of any one series and the coupons appertaining to any Unregistered
Securities of such series shall be substantially identical except in the case of
Registered Securities as to denomination and except as may otherwise be provided
in or pursuant to such Board Resolution and set forth in such Officer’s
Certificate or in any such indenture supplemental hereto and as reasonably
acceptable to the Trustee.  Securities of different series may differ
in any respect.

     

    If the
terms and form or forms of any series of Securities are established by or
pursuant to a Board Resolution, the Company shall deliver a copy of such Board
Resolution to the Trustee at or prior to the issuance of such series with (1)
the form or forms of Security that have been approved attached thereto, or (2)
if such Board Resolution authorizes a specific officer or officers to approve
the terms and form or forms of the Securities, a certificate of such officer or
officers approving the terms and form or forms of Security with such form or
forms of Securities attached thereto.  Such Board Resolution or
certificate may provide general terms or parameters for Securities of any series
and may provide that the specific terms of particular Securities of a series may
be determined in accordance with or pursuant to the Company Order referred to in
Section 303
hereof.


    
      
         


      

      
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    With
respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution that establishes such series, or the
Officer’s Certificate pursuant to such supplemental indenture or Board
Resolution, as the case may be, may provide general terms or parameters for
Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by the third paragraph of Section 303.

     

    Unless
otherwise specified with respect to a series of Securities pursuant to paragraph
(2) of this Section, any limit upon the aggregate principal amount of a series
of Securities may be increased without the consent of any Holders and additional
Securities of such series may be authenticated and delivered up to the limit
upon the aggregate principal amount authorized with respect to such series as so
increased.

     

    Section
302.          Denominations. 
The
Securities of each series shall be issuable in registered or unregistered form
with or without coupons in such denominations as shall be specified as
contemplated by Section
301.  In the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Unregistered Securities of the series shall be issuable in denominations of
$5,000 and any integral multiple thereof.

     

    Section
303.          Execution, Authentication,
Delivery and Dating.  The
Securities shall be executed on behalf of the Company by its Chairman of the
Board and Chief Executive Officer, its President, its Senior Vice President,
Finance, or its Treasurer, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries.  The signature
of any of these officers on the Securities may be manual or facsimile. The
coupons, if any, of Unregistered Securities shall bear the manual or facsimile
signature of any one of the officers or assistant officers referred to in the
first sentence of this Section.

     

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

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities provided, however, that, with
respect to Securities of a series subject to a Periodic Offering, (a) such
Company Order may be delivered by the Company to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and delivery, (b)
the Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not exceeding
the aggregate principal amount established for such series, all pursuant to a
Company Order or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by a Company Order, (c) the maturity date or dates,
original issue date or dates, interest rate or rates and any other terms of
Securities of such series shall be determined by Company Order or pursuant to
such procedures and (d) if provided for in such procedures, 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.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating:

     

    (a)           that
such form of Securities has been established in conformity with the provisions
of this Indenture;

     

    (b)           that
such terms have been established in conformity with the provisions of this
Indenture; and

     

    (c)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors’ rights generally and to general equity
principles.

     

    Notwithstanding
the provisions of Section
301 and of the preceding paragraphs, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Officer’s Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraphs at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be
issued.

     

    If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

     

    Each
Registered Security shall be dated the date of its authentication and each
Unregistered Security shall be dated the date of its original
issuance.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature and no coupon shall be valid until the Security to
which it appertains has been so authenticated, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    Notwithstanding
the foregoing, until the Company has delivered an Officer’s Certificate to the
Trustee and the Security Registrar stating that, as a result of the action
described, the Company would not suffer adverse consequences under the
provisions of United States law or regulations in effect at the time of the
delivery of Unregistered Securities, the Trustee or the Security Registrar will
(i) deliver Unregistered Securities only outside the United States and its
possessions and (ii) release Unregistered Securities in definitive form to the
person entitled to physical delivery thereof only upon presentation of a
certificate in the form prescribed by the Company.

     

    Section
304.          Temporary
Securities.  Pending
the preparation of definitive Registered Securities of any series (including
Global Securities), the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Registered Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Registered
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. Every temporary Registered Security shall be executed by the Company
and authenticated by the Trustee, and registered by the Security Registrar, upon
the same conditions, and with like effect, as a definitive Registered
Security.

     

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

     

    Until
definitive Unregistered Securities of any series (including Global Securities)
are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of one or more temporary Global
Unregistered Securities of that series without coupons.  The temporary
Unregistered Security or Securities of any series shall be substantially in the
form approved by or pursuant to a Board Resolution and shall be delivered to one
of the Paying Agents located outside the United States and its possessions or to
such other person or persons as the Company shall direct against such
certification as the Company may from time to time prescribe by or pursuant to a
Board Resolution.  The temporary Unregistered Security or Securities
of a series shall be executed by the Company and authenticated by the Trustee
upon the same conditions, and with like effect, as a definitive Unregistered
Security of such series, except as provided herein or in the Board Resolution or
supplemental Indenture relating thereto. A temporary Unregistered Security or
Securities shall be exchangeable for definitive Unregistered Securities at the
time and on the conditions, if any, specified in the temporary
Security.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    Upon any
exchange of a part of a temporary Unregistered Security of a series for
definitive Unregistered Securities of such series, the temporary Unregistered
Security shall be endorsed by the Trustee or Paying Agent to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of the definitive Unregistered Securities of such series so exchanged and
endorsed.

     

    Section
305.          Registration, Registration
of Transfer and Exchange.  The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.  The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

     

    Except in
the case of Securities issued in the form of a Global Security, upon surrender
for registration of transfer of any Registered Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount.

     

    If both
Registered and Unregistered Securities are authorized for a series of Securities
and the terms of such Securities permit, (i) Unregistered Securities may be
exchanged for an equal principal amount of Registered or Unregistered Securities
of the same series and date of maturity in any authorized denominations upon
delivery to the Security Registrar (or a Paying Agent (as herein defined), if
the exchange is for Unregistered Securities) of the Unregistered Security with
all unmatured coupons and all matured coupons in default appertaining thereto
and if all other requirements of the Security Registrar (or such Paying Agent)
and such Securities for such exchange are met, and (ii) Registered Securities,
other than Securities issued in the form of a Global Security (except as
provided in Section
311), may be exchanged for an equal principal amount of Unregistered
Securities of the same series and date of maturity in any authorized
denominations (except that any coupons appertaining to such Unregistered
Securities which have matured and have been paid shall be detached) upon
delivery to the Security Registrar of the Registered Securities and if all other
requirements of the Security Registrar and such Securities for such exchange are
met.

     

    Notwithstanding
the foregoing, the exchange of Unregistered Securities for Registered Securities
or Registered Securities for Unregistered Securities will be subject to the
satisfaction of the provisions of United States law and regulations in effect at
the time of such exchange, and no exchange of Registered Securities for
Unregistered Securities will be made until the Company has notified the Trustee
in an Officer’s Certificate and the Security Registrar that, as a result of such
exchange, the Company would not suffer adverse consequences under such law or
regulations.

     

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


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

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

     

    Unless
otherwise provided in a Board Resolution or an Officer’s Certificate pursuant to
a Board Resolution, or in an indenture supplemental hereto, with respect to
Securities of any series, or any Tranche thereof, no service charge shall be
made to the Holder for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304,
906 or 1106 not involving any
transfer.

     

    The
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in
part.  Unregistered Securities or any coupons appertaining thereto
shall be transferable by delivery thereof.

     

    Section
306.          Mutilated, Destroyed, Lost
and Stolen Securities.  If any
mutilated Security or a Security with a mutilated coupon or coupons appertaining
to it is surrendered to the Trustee, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a replacement Registered
Security, if such surrendered security was a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was an
Unregistered 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 or any coupon or
coupons appertaining thereto, and (ii) such bond, 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 actual notice to the Company or the Trustee
that such Security or any coupon or coupons appertaining thereto has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, a replacement Registered
Security, if such Holder’s claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the destroyed, lost or stolen Unregistered Security or the
Unregistered Security to which such destroyed, lost or stolen coupon or coupons
appertains, if such Holder’s claim pertains to an Unregistered 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 or any coupon or coupons
appertaining thereto 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 or any coupon or coupons appertaining thereto.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    Upon the
issuance of any new Security under this Section or any coupon or coupons
appertaining thereto, 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 or any coupon or coupons appertaining thereto of any series issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or
any coupon or coupons appertaining thereto shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security or any coupon or coupons appertaining thereto is 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 or any
coupon or coupons appertaining thereto of that series duly issued
hereunder.

     

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

     

    Section
307.          Payment of Interest;
Interest Rights Preserved.  Unless
otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, or any Tranche thereof, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Registered
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.  In case an
Unregistered Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency of
the Company in a Place of Payment for such series) on any Regular Record Date
and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Unregistered Security shall be
surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Unregistered Security, but will
be payable only to the Holder of such coupon when due in accordance with
provisions of this Indenture.

     

    Any
interest on any Registered Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Registered Securities of such series at the address of such Holder as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date.  Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).  In case an
Unregistered Security of any series is surrendered at the office or agency of
the Company in a Place of Payment for such series in exchange for a Registered
Security of such series after the close of business at such office or agency on
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Unregistered Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Unregistered Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this
Indenture.

     

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

     

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

     

    Subject
to the limitations set forth in Section 1002, the Holder of
any coupon appertaining to an Unregistered Security shall be entitled to receive
the interest payable on such coupon upon presentation and surrender of such
coupon on or after the Interest Payment Date of such coupon at an office or
agency maintained for such purpose pursuant to Section 1002.

     

    Section
308.          Persons Deemed
Owners.  Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 301 and Section 307) interest, if any,
on such Registered Security and for all other purposes whatsoever, whether or
not such Registered Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


    
      
         


      

      
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    Ownership
of Registered Securities of a series shall be proved by the computerized
book-entry system of the Depository in the case of Registered Securities issued
in the form of a Global Security.  Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities or by
a certificate or affidavit executed by the person holding such Unregistered
Securities or by a depository with whom such Unregistered Securities were
deposited, if the certificate or affidavit is satisfactory to the Trustee and
the Company.  The Company, the Trustee and any agent of the Company
may treat the bearer of any Unregistered Security or coupon and the person in
whose name a Registered Security is registered as the absolute owner thereof for
all purposes.

     

    None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    Section
309.          Cancellation. 
Except as
otherwise specified as contemplated by Section 301 for Securities of
any series, all Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and, if not theretofore cancelled, shall be promptly cancelled by
it.  Except as otherwise specified as contemplated by Section 301 for Securities of
any series, the Company may at any time deliver to the Trustee for cancellation
any Securities or coupons previously authenticated and delivered hereunder that
the Company may have acquired in any manner whatsoever or that the Company has
not issued and sold, and all Securities or coupons so delivered shall be
promptly cancelled by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities or coupons cancelled
as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities or coupons held by the Trustee
shall be destroyed and the Trustee shall furnish an affidavit to the Company
(setting forth the serial numbers of such Securities) attesting to such
destruction unless by a Company Order the Company shall direct that the
cancelled Securities or coupons be returned to it.

     

    Section
310.          Computation of
Interest.  Except as
otherwise specified as contemplated by Section 301 for Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a year of twelve 30-day months.

     

    Section
311.          Global Securities;
Exchanges; Registration and Registration of Transfer.  If
specified as contemplated by Section 301, the Securities
may be issued in the form of one or more Global Securities, which shall be
deposited with the Depository, and, unless otherwise specified in the form of
Global Security adopted pursuant to Section 301, be registered in
the name of the Depository’s nominee.


    
      
         


      

      
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    Except as
otherwise specified as contemplated by Section 301, any permanent
Global Security shall be exchangeable only as provided in this
paragraph.  If the beneficial owners of interests in a permanent
Global Security are entitled to exchange such interests for Securities of such
series of like tenor and principal amount of another authorized form, as
specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in aggregate principal amount equal to the
principal amount of such permanent Global Security, executed by the
Company.  On or after the earliest date on which such interests may be
so exchanged, such permanent Global Security shall be surrendered from time to
time in accordance with instructions given to the Trustee and the Depository
(which instructions shall be in writing but need not comply with Section 102 or be accompanied
by an Opinion of Counsel) by the Depository or such other depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent Global
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
permanent Global Security to be exchanged which, unless the Securities of the
series are not issuable both as Unregistered Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the
form of Unregistered Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during the periods specified by Section 305; and provided, further, that no Unregistered
Security delivered in exchange for a portion of a permanent Global Security
shall be mailed or otherwise delivered to any location in the United States
unless the Company has complied with the fourth paragraph of Section
305.  Promptly following any such exchange in part, such
permanent Global Security shall be returned by the Trustee, to the Depository or
such other depository referred to above, in accordance with the instructions of
the Company referred to above.

     

    The
Global Security may be transferred to another nominee of the Depository, or to a
successor Depository selected by the Company, and upon surrender for
registration of transfer of the Global Security to the Trustee, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee, a new Global Security in the same aggregate principal
amount.  If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository and a successor Depository
satisfactory to the Company is not appointed within 90 days after the Company
receives such notice, the Company will execute, and the Trustee will
authenticate and deliver, Securities in definitive form to the Depository in
exchange for the Global Security.  In addition, if at any time the
Company determines that it is not in the best interest of the Company or the
beneficial owners of Securities to continue to have a Global Security
representing all of the Securities held by a Depository, the Company may, at its
option, execute, and the Trustee will authenticate and deliver, Securities in
definitive form to the Depository in exchange for all or a portion of the Global
Security. Promptly after any such exchange of Securities in definitive form for
all or a portion of the Global Security pursuant to this paragraph, the Company
shall promulgate regulations governing registration of transfers and exchanges
of Securities in definitive form, which regulations shall be reasonably
satisfactory to the Trustee and shall thereafter bind every Holder of such
Securities.


    
      
         


      

      
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    Section
312.          Extension of Interest
Payment.  The
Company shall have the right at any time, so long as the Company is not in
default in the payment of interest on the Securities of any series hereunder, to
extend interest payment periods on all Securities of one or more series, if so
specified as contemplated by Section 301 with respect to
such Securities and upon such terms as may be specified as contemplated by Section 301 with respect to
such Securities.  If the Company ever so extends any such interest
payment period, the Company shall promptly notify the Trustee.

     

    ARTICLE
IV

     

    SATISFACTION AND
DISCHARGE

     

    Section
401.          Satisfaction and Discharge
of Indenture.  (a)  This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

     

    (1)           either

     

    (A)           all
Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section
306 and (ii) Securities that are deemed paid and discharged pursuant to
Section 403) have been
delivered to the Trustee for cancellation; or

     

    (B)           all
such Securities not theretofore delivered to the Trustee for
cancellation

     

    (i)        have
become due and payable, or

     

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

     

    (iii)      are
to be called for redemption pursuant to Article XI hereof under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, or

     

    (iv)      are
deemed paid and discharged pursuant to Section 403, as
applicable,

     

    and the
Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose an
amount of (a) money, or (b) (I) Eligible Obligations which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide on or before the Stated Maturity or Redemption Date, as the case may be,
money in an amount, or (II) a combination of money or Eligible Obligations as
provided in clause (I) above, in each case sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest, if any, to the date of such deposit (in the case of Securities that
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;


    
      
         


      

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if
money or Eligible Obligations have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section or if money or Eligible Obligations
shall have been deposited with or received by the Trustee pursuant to Section 403, the obligations
of the Trustee under Section
402 and the last paragraph of Section 1003 shall
survive.

     

    (b)  Upon
satisfaction and discharge of this Indenture as provided in this Section 401, the Trustee shall
assign, transfer and turn over to the Company, subject to the lien provided by
Section 607, any and all
money, securities and other property then held by the Trustee for the benefit of
the Holders of the Securities other than money and Eligible Obligations held by
the Trustee pursuant to Section
402.

     

    Section
402.          Application of Trust
Money.  (a)  Neither
the Eligible Obligations nor the money deposited with the Trustee pursuant to
Section 403(e), nor the
principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 1003; provided, however, that, so
long as there shall not have occurred and be continuing an Event of Default, any
cash received from such principal or interest payments on such Eligible
Obligations deposited with the Trustee, if not then needed for such purpose,
shall, to the extent practicable, be invested in Eligible Obligations of the
type described in Section
403(e)(2)(A) maturing at such times and in such amounts as shall be
sufficient to pay when due the principal of and premium, if any, and interest,
if any, due and to become due on such Securities or portions thereof on and
prior to the Maturity thereof, and interest earned from such reinvestment shall
be paid over to the Company as received by the Trustee, free and clear of any
trust, lien or pledge under this Indenture except the lien provided by Section 607; and provided, further, that, so
long as there shall not have occurred and be continuing an Event of Default, any
moneys held by the Trustee in accordance with this Section on the Maturity of
all such Securities in excess of the amount required to pay the principal of and
premium, if any, and interest, if any, then due on such Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 607.


    
      
         


      

      
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    (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against Eligible Obligations deposited pursuant to
Section 401, 403 or 1007 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

     

    Section
403.          Satisfaction, Discharge and
Defeasance of Securities of Any Series.  The
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of any series or Tranche, or any portion of the
principal amount thereof, on the 91st day after the date of the deposit referred
to in subparagraph (e) hereof, and the provisions of this Indenture, as it
relates to such Outstanding Securities of such series, shall be satisfied and
discharged and shall no longer be in effect (and the Trustee, at the expense of
the Company, shall at Company Request execute proper instruments acknowledging
the same), except as to:

     

    (a)           the
rights of Holders of Securities of such series to receive, solely from the trust
funds described in subparagraph (e) hereof, (i) payment of the principal of (and
premium, if any) and each installment of principal of (and premium, if any) or
interest, if any, on the Outstanding Securities of such series, or portions
thereof, on the Stated Maturity of such principal or installment of principal or
interest or to and including the Redemption Date irrevocably designated by the
Company pursuant to subparagraph (k) hereof and (ii) the benefit of any
mandatory sinking fund payments applicable to the Securities of such series on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and the Securities of such series;

     

    (b)           the
obligations of the Company and the Trustee with respect to such Securities of
such series under Sections 304,
305, 306, 614, 1002,
1003 and 1203 and, if the Company shall have irrevocably designated a
Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and

     

    (c)           the
Company’s obligations with respect to the Trustee under Section 607;

     

    provided that, the following
conditions shall have been satisfied:

     

    (d)           the
Company has deposited or caused to be irrevocably deposited (except as provided
in Section 402) with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such
series, (i) money in an amount, or (ii) (A) Eligible Obligations which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide on or before the due date of any payment referred to in
clause (x) or (y) of this subparagraph (e) money in an amount or (B) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (x) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and
interest, if any, on such Securities on the Stated Maturity of such principal or
installment of principal or interest or to and including the Redemption Date
irrevocably designated by the Company pursuant to subparagraph (k) hereof and
(y) any mandatory sinking fund payments applicable to the Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of the Securities of such
series;


    
      
         


      

      
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    (e)           such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (f)           such
provision would not cause any Outstanding Securities of such series then listed
on the New York Stock Exchange or other securities exchange to be delisted as a
result thereof;

     

    (g)           no
Event of Default or event that with notice or lapse of time would become an
Event of Default with respect to the Securities of such series has occurred and
is continuing on the date of such deposit or during the period ending on the
91st day after such date;

     

    (h)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel to the effect that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) there has been a
change in law or regulation occurring after the date hereof, to the effect that
Holders of the Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

     

    (i) 
          the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to the
defeasance contemplated by this Section have been complied with;
and

     

    (j)   
        if the Company has deposited or
caused to be deposited money or Eligible Obligations to pay or discharge the
principal of (and premium, if any) and interest on the Outstanding Securities of
a series to and including a Redemption Date pursuant to subparagraph (e) hereof,
such Redemption Date shall be irrevocably designated by a Board Resolution
delivered to the Trustee on or prior to the date of deposit of such money or
Eligible Obligations, and such Board Resolution shall be accompanied by an
irrevocable Company Request that the Trustee give notice of such redemption in
the name and at the expense of the Company not less than 30 nor more than 60
days prior to such Redemption Date in accordance with Section 1104.

     

    ARTICLE
V

     

    REMEDIES

     

    Section
501.          Events of
Default.  “Event of
Default”, wherever used herein with respect to Securities of any series,
means any one of the following events:


    
      
         


      

      
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    (1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; provided, however, that a
valid extension of the interest payment period by the Company as contemplated in
Section 312 shall not
constitute a failure to pay interest for this purpose; or

     

    (2)           default
in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or

     

    (3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or

     

    (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of one or
more series of Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities of such series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice
of Default” hereunder; or

     

    (5)           the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

     

    (6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of
any such action; or


    
      
         


      

      
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    (7)           any
other Event of Default provided with respect to Securities of such series as
contemplated by Sections
301 and 901(3).

     

    Section
502.          Acceleration of Maturity;
Rescission and Annulment.  If an
Event of Default with respect to any series or Tranche of Senior Securities at
the time Outstanding occurs and is continuing, then, unless the principal of and
interest on such series or Tranche of Senior Securities has already become due
and payable, either the Trustee or the Holders of a majority in aggregate
principal amount of such series or Tranche of Senior Securities then
outstanding, by notice in writing to the Company (and to the Trustee if given by
such Holders), may declare the principal of and interest on all the Senior
Securities of such series or Tranche (or if any of the Senior Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) to
be due and payable immediately and upon any such declaration the same shall
become immediately due and payable, anything in this Indenture or in the Senior
Securities of such series or Tranche contained to the contrary notwithstanding;
provided, however, that if an Event of
Default has occurred and is continuing with respect to more than one series or
Tranche of Senior Securities, the Trustee or the Holders of a majority in
aggregate principal amount of the Outstanding Senior Securities (or if any of
the Senior Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all such series or Tranches (voting as one
class) may make such declaration of acceleration, and not the Holders of the
Senior Securities of any one of such series or Tranches.

     

    If an
Event of Default with respect to any series or Tranche of Subordinated
Securities at the time Outstanding occurs and is continuing, then, unless the
principal of and interest on such series or Tranche of Subordinated Securities
has already become due and payable, either the Trustee or the Holders of a
majority in aggregate principal amount of the Subordinated Securities of such
series or Tranche then outstanding, by notice in writing to the Company (and to
the Trustee if given by such Holders), may declare the principal of and interest
on all the Subordinated Securities of such series or Tranche (or if any of the
Subordinated Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) to be due and payable immediately and upon any
such declaration the same shall become immediately due and payable, anything in
this Indenture or in the Subordinated Securities of such series contained to the
contrary notwithstanding; provided, however, that if an Event of
Default has occurred and is continuing with respect to more than one series or
Tranche of Subordinated Securities, the Trustee or the Holders of a majority in
aggregate principal amount of the Outstanding Subordinated Securities (or if any
of the Subordinated Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all such series or Tranche (voting as one
class) may make such declaration of acceleration, and not the Holders of the
Subordinated Securities of any one of such series or Tranches.

     

    In the
case of any declaration of acceleration of the Stated Maturity of any Original
Issue Discount Securities or Indexed Securities of a series, the Company shall
furnish the Trustee with an Officer’s Certificate stating the amount of
principal to be paid to a Holder of $1,000 principal amount of such
Securities.


    
      
         


      

      
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    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Event or Events of Default giving rise to such declaration of acceleration
shall, without further act, be deemed to have been waived, and such declaration
and its consequences shall, without further act, be deemed to have been
rescinded and annulled, if

     

    (1)           the
Company has paid or deposited with the Trustee a sum sufficient to
pay

     

    (A)           all
overdue interest on all Securities of any such series,

     

    (B)           the
principal of (and premium, if any, on) any Securities of such series that have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such
Securities,

     

    (C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities,
and

     

    (D)           all
amounts due to the Trustee under Section 607;

     

    and

     

    (2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section
513.

     

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

     

    Section
503.          Collection of Indebtedness
and Suits for Enforcement by Trustee.  If an
Event of Default described in clause (1) or (2) of Section 501 has occurred and
is continuing, the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Securities of the series with respect to which
such Event of Default has occurred, the whole amount then due and payable on
such Securities for principal (and premium, if any) and interest, if any, and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 607.

     

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


    
      
         


      

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

     

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

     

    (i)           to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for amounts due to the Trustee
under Section 607 and of
the Holders allowed in such judicial proceeding, and

     

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

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, if the Trustee consents to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it under Section
607.

     

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

     

    Section
505.          Trustee May Enforce Claims
Without Possession of Securities or Coupons.  All
rights of action and claims under this Indenture or the Securities or coupons
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the amounts due to the Trustee under Section 607, be for the
ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered.


    
      
         


      

      
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    Section
506.          Application of Money
Collected.  Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee, and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, if any, upon presentation of the Securities in respect of which or for
the benefit of which such money shall have been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

     

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

     

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

     

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

     

    The
Trustee may fix a record date (with respect to Registered Securities) and
payment date for any such payment to Holders of Securities.

     

    Section
507.          Limitation on
Suits.  No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

     

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

     

    (2)           the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of all series of Senior Securities in respect of which an
Event of Default has occurred and is continuing, considered as one class, shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder if such holder is a
Holder of Senior Securities or the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of all series of
Subordinated Securities in respect of which an Event of Default has occurred and
is continuing, considered as one class, shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder if such  Holder is a Holder of Subordinated
Securities;

     

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

     

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

     

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


    
      
         


      

      
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    it being
understood and intended that (subject to Section 508) no one or more of
such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

     

    Section
508.          Unconditional Right of
Holders to Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and (subject to Section 307) interest, if any,
on such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date, or, in the case of
repayment at the option of the Holder, on the Repayment Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

     

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

     

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

     

    Section
511.          Delay or Omission Not
Waiver. No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

     

    Section
512.          Control by Holders.
If an
Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series or Tranche; provided, however, that if an
Event of Default has occurred and is continuing with respect to more than one
series of Senior Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all such series, considered as one
class, shall have the right to make such direction, an not the Holders of the
Senior Securities of any one of such series, and if an Event of Default has
occurred and is continuing with respect to more than one series of Subordinated
Securities, the Holders of a majority in aggregate principal amount of all such
series, considered as one class, shall have the right to make such direction,
and not the Holders of the Subordinated Securities of any one of such series;
provided, further
that

     

    
      
        
        

      

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

     

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

     

    Section
513.         Waiver of Past
Defaults. The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences; provided that if any such
past default has occurred with respect to more than one series of Senior
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, may make
such waiver, and not the Holders of any one of such series; provided further that if any
such past default has occurred with respect to more than one series of
Subordinated Securities, the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all such series, considered as one class, may
make such waiver, and not the Holders of any one of such series, in each case
except a default

     

    (1)           in
the payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or

     

    (2)           in
respect of a covenant or provision hereof that under Section 902 cannot be modified
or amended without the consent of the Holder of each Outstanding Security of
such series affected.

     

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

     

    Section
514.          Undertaking for
Costs. All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest, if any, on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, or, in the case of repayment at the option of the
Holder, on or after the Repayment Date).

     

    
      
        
        

      

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

     

    ARTICLE
VI


     

    THE
TRUSTEE

     

    Section
601.         Certain Duties and
Responsibilities. (a)  Except
during the continuance of an Event of Default with respect to Securities of any
series,

     

    (1)           the
Trustee undertakes to perform, with respect to Securities of such series, such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and

     

    (2)           in
the absence of bad faith on its part, the Trustee may, with respect to
Securities of such 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; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.

     

    (b)           If
an Event of Default with respect to Securities of any series has occurred and is
continuing, the Trustee shall exercise, with respect to Securities of such
series, such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

     

    (c)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own wilful misconduct, except that

     

    
      
        
        

      

      
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    (1)           this
subsection shall not be construed to limit the effect of sub-section (a) 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 shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

     

    (3)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any one
or more series, as provided herein, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series; and

     

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

     

    (d)           Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    Section
602.          Notice of Defaults.
Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series entitled to receive reports pursuant to Section 704(3) (and, if
Unregistered Securities of that series are outstanding, shall cause to be
published at least once in an Authorized Newspaper in The City of New York and,
if Securities of that series are listed on any stock exchange outside of the
United States, in the city in which such stock exchange is located) notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further,
that in the case of any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 75 days after the occurrence thereof.  For the purpose of this
Section, the term “default”
means any event that is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

     

    Section
603.          Certain Rights of
Trustee. Subject
to the provisions of Section
601 and to the applicable provisions of the Trust Indenture
Act:

     

    
      
        
        

      

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

     

    (b)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, or as otherwise expressly
provided herein, and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

     

    (c)           whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate or a certificate of an officer or officers delivered pursuant to
Section 301 and such
Officer’s Certificate or certificate of an officer or officers, in the absence
of negligence or bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture upon the faith thereof;

     

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

     

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

     

    (f)           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 (subject to applicable legal
requirements) be entitled to examine, during normal business hours, the books,
records and premises of the Company, personally or by agent or attorney;
and

     

    (g)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; no Depository or
Paying Agent shall be deemed an agent of the Trustee and the Trustee shall not
be responsible for any act or omission by any of them.

     

    
      
        
        

      

      
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    Section
604.          Not Responsible for Recitals
or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities of any series or any
coupons.  The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.  The Trustee shall not be responsible for and makes
no representations as to the Company’s ability or authority to issue the
Unregistered Securities or the lawfulness thereof.

     

    Section
605.          May Hold Securities.
The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

     

    Section
606.          Money Held in Trust.
Money
held by the Trustee or by any Paying Agent (other than the Company if the
Company shall act as Paying Agent) in trust hereunder need not be segregated
from other funds except to the extent required by law. Neither the Trustee nor
any Paying Agent shall be liable for interest on any money received by it
hereunder except as expressly provided herein or otherwise agreed with the
Company.

     

    Section
607.          Compensation and
Reimbursement. The
Company agrees

     

    (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

     

    (2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, wilful misconduct or bad faith; and

     

    (3)           to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense reasonably incurred without negligence, wilful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder or performance of its duties
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a claim prior to the Securities and any coupons
upon all property and funds held or collected by the Trustee as such, except
property and funds held in trust for the payment of principal of (and premium,
if any) or interest, if any, on particular Securities or any
coupons.

     

    
      
        
        

      

      
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    Section
608.          Disqualification;
Conflicting Interests. If the
Trustee has or acquires any conflicting interest within the meaning of the Trust
Indenture Act with respect to the Securities of any series, it shall either
eliminate such conflicting interest or resign to the extent, in the manner and
with the effect, and subject to the conditions, provided in the Trust Indenture
Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture
Act and to the extent permitted thereby, the Trustee, in its capacity as trustee
in respect of the equally ranked and unsecured Securities of any series, shall
not be deemed to have a conflicting interest arising from its capacity as
trustee in respect of the equally ranked and unsecured Securities of any other
series under this Indenture or any securities issued under the Indenture dated
as of [  ] between the Company and the Trustee [specifically describe other
outstanding indentures with the Trustee].

     

    Section
609.          Corporate Trustee Required;
Eligibility. There
shall at all times be a Trustee hereunder that shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia (or such other Person as may be permitted to
act as Trustee by the Commission), authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state authority
and qualified and eligible under this Article, provided that, neither the
Company nor any Affiliate of the Company may serve as Trustee of any
Securities.  If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee ceases to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

     

    Section
610.          Resignation and Removal;
Appointment of Successor. (a)  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section
611.

     

    (b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611 has not been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     

    (c)           The
Company may at any time by a Board Resolution remove the Trustee with respect to
the Securities of any or all series.

     

    (d)           The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     

    (e)           If
at any time:

     

    
      
        
        

      

      
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    (1)           the
Trustee fails to comply with Section 608 with respect to
the Securities of any series, after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Security of such series for
at least six months, or

     

    (2)           the
Trustee ceases to be eligible under Section 609 and fails to
resign after written request therefor by the Company or by any such Holder,
or

     

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

     

    then, in
any such case, subject to Section 514, any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     

    (f)           If
the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section
611.  If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series is appointed by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If
no successor Trustee with respect to the Securities of any series has been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, subject to Section 514, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     

    (g)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series entitled to receive reports pursuant to Section 704(3) and, if any
Unregistered Securities are outstanding, by publishing notice of such event once
in an Authorized Newspaper in The City of New York and, if any Unregistered
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located.  Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.

     

    
      
        
        

      

      
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    (h)           All
provisions of this Section except subparagraph (d) and Section 611(b) (except for the
last clause, after omitting the words “after deducting all amounts owed to the
retiring Trustee pursuant to Section 607,” which shall
apply) shall apply also to any Paying Agent located outside the United States
and its possessions.

     

    Section
611.         Acceptance of Appointment by
Successor. (a)  In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of all series, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
lien provided for in Section
607.

     

    (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee, after deducting all amounts owed
to the retiring Trustee pursuant to Section 607, all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

     

    (c)           Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

     

    
      
        
        

      

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

     

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

     

    Section
613.          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 been
removed shall be subject to TIA § 311(a) to the extent indicated
therein.

     

    Section
614.          Appointment of
Authenticating Agent. At any
time when any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents (which may include any Person that owns, directly
or indirectly, all of the capital stock of the Trustee or a corporation that is
a wholly-owned subsidiary of the Trustee or of such other Person) with respect
to one or more series of Securities, or any Tranche thereof, that shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  The Trustee shall mail written notice of such appointment
by first-class mail, postage prepaid, to all Holders of Securities of the series
or Tranche with respect to which such Authenticating Agent will serve, and which
are entitled to receive reports pursuant to Section 704(3) and, if any
Unregistered Securities are outstanding, by publishing notice of such event once
in an Authorized Newspaper in The City of New York and, if any Unregistered
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located.  Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$1,000,000 and subject to supervision or examination by federal or state
authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent ceases
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     

    
      
        
        

      

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

     

    An
Authenticating Agent may resign with respect to one or more series of Securities
at any time by giving written notice thereof to the Trustee and to the
Company.  The Trustee may at any time terminate the agency of an
Authenticating Agent with respect to one or more series of Securities by giving
written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent ceases to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that is acceptable to the Company and shall provide notice of such
appointment to all Holders of Securities of the series or Tranche with respect
to which such Authenticating Agent will serve, as provided in paragraph (a) of
this Section.  Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.  An
Authenticating Agent appointed pursuant to this Section shall be entitled to
rely on Sections 111,
308, 604 and 605 hereunder.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 607.

     

    If an
appointment with respect to the Securities of one or more series, or any Tranche
thereof, is made pursuant to this Section, the Securities of such series or
Tranche may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following
form:

     

    
      
        
        

      

      
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    This is
one of the Securities of the series designated pursuant to and issued under the
within-mentioned Indenture.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                [  
                        ]

                              
	 
      	
                                  As
      Trustee

                              
	 
      	 
      
	 
      	
                                By

                              	 
      
	 
      	 
      	
                                             
      As Authenticating Agent on behalf of the Trustee

                              
	 
      	 
      	 
      
	 
      	
                                By

                              	 
      
	 
      	 
      	
                                             
      Authorized Officer of Authenticating Agent

                              
	 
      	 
      	 
      
	
                                Dated:
      _________________

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    If all of
the  Securities of a series may not be originally issued at one time,
and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to
have Securities of such series authenticated upon original issuance, the
Trustee, if so requested by the Company in writing (which writing need not
comply with Section 102
and need not be accompanied by an Opinion of Counsel), shall appoint, in
accordance with this Section and in accordance with such procedures as shall be
acceptable to the Trustee, an Authenticating Agent (which, if so requested by
the Company, may be an Affiliate of the Company) having an office in a Place of
Payment designated by the Company with respect to such series of
Securities.

     

    ARTICLE
VII


     

    HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY

     

    Section
701.          Company to Furnish Trustee
Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee

     

    (a)           semi-annually,
not later than the 15th day after each Regular Record Date for each series of
Registered Securities at the time Outstanding or on June 30 and December 31 of
each year with respect to each series of Securities for which there are no
Regular Record Dates, a list, in such form as the Trustee may reasonably
require, containing all the information in the possession or control of the
Company, or any of its Paying Agents other than the Trustee, of the names and
addresses of the Holders of Registered Securities of such series, including
Holders of interests in Global Securities, as of such preceding Regular Record
Date or on June 15 or December 15, as the case may be, or, in the case of a
series of non-interest bearing Securities, on a date to be determined as
contemplated pursuant to Section 301, and

     

    
      
        
        

      

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

     

    excluding from any such list
names and addresses received by the Trustee in its capacity as Security
Registrar for Registered Securities other than Global Securities.

     

    Section
702.          Preservation of Information;
Communications to Holders. (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Registered Securities contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders of Registered Securities received by the Trustee in its
capacity as Security Registrar or Paying Agent.  The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

     

    (b)           If
three or more Holders (herein referred to as “applicants”) apply in writing to
the Trustee, and furnish to the Trustee reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Indenture or under the Securities and is accompanied by a copy of the form of
proxy or other communication that such applicants propose to transmit, then the
Trustee shall, within five business days after the receipt of such application,
at its election, either

     

               (i)afford such applicants access to the
information preserved at the time by the Trustee in accordance with Section 702(a),
or

     

               (ii)inform such applicants as to the
approximate number of Holders whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

     

    If the
Trustee elects not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder
whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 702(a) a copy of the
form of proxy or other communication that is specified in such request, with
reasonable promptness after a tender to the Trustee by the applicants of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable
law.  Such written statement shall specify the basis of such
opinion.  If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, enters an order refusing
to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission finds, after notice and
opportunity for hearing, that all the objections so sustained have been met and
enters an order so declaring, the Trustee shall mail copies of such material to
all such Holders with reasonable promptness after the entry of such order and
the renewal of such tender by such applicants; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     

    
      
        
        

      

      
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    (c)           Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section
702(b).

     

    Section
703.          Reports by Trustee.
(a)  Within
60 days after May 15 of each year commencing with the year 20__, the Trustee
shall transmit by mail to all Holders of Registered Securities of any series, as
their names and addresses appear in the Security Register and to all other
Holders who are entitled to receive reports pursuant to Section 704(3), a brief report
dated as of such May 15 with respect to any of the following events which may
have occurred within the previous 12 months (but if no such event has occurred
within such period no report need be transmitted):

     

    (1)           any
change to its eligibility under Section 609 and its
qualifications under Section
608;

     

    (2)           the
creation of or any material change to a relationship specified in paragraphs (1)
through (10) of Section 310(b)
of the Trust Indenture Act;

     

    (3)           the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Securities
of such series or any related coupons, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required (but
may elect) to report such advances if such advances so remaining unpaid
aggregate not more than one-half of 1% of the principal amount of the Securities
of such series Outstanding on the date of such report;

     

    (4)           the
amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities of such series) to the
Trustee in its individual capacity, on the date of such report, with a brief
description of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4) or (6) of Section 311(b) of the Trust
Indenture Act;

     

    (5)           any
change to the property and funds, if any, physically in the possession of the
Trustee as such on the date of such report;

     

    (6)           any
additional issue of Securities which the Trustee has not previously reported;
and

     

    (7)           any
action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the
Securities of such series, except action in respect of a default, notice of
which has been or is to be withheld by the Trustee in accordance with Section 602.

     

    
      
        
        

      

      
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    (b)           The
Trustee shall transmit by mail to all Holders of Registered Securities of any
series, as their names and addresses appear in the Security Register and to all
Holders who are entitled to receive reports pursuant to Section 704(3), a brief report
with respect to the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof) made by
the Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities of such series, on property or funds held or collected by it as
Trustee and which it has not previously reported pursuant to this subsection,
except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate 10% or less of
the principal amount of the Securities of such series Outstanding at such time,
such report to be transmitted within 90 days after such time.

     

    (c)           A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee in writing when any Securities are listed on any stock
exchange.

     

    Section
704.          Reports by Company.
The
Company shall:

     

    (1)           file
with the Trustee, within 45 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is
not required to file information, documents or reports pursuant to either of
said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports that may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

     

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

     

    (3)           transmit
by mail to all Holders of Registered Securities, as their names and addresses
appear in the Security Register, to such Holders of Unregistered Securities as
have, within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose and to each Holder whose name and
address is then preserved on the Trustee’s list pursuant to the first sentence
of Section 702(a),
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    CONSOLIDATION, MERGER,
CONVEYANCE OR TRANSFER

     

    Section
801.          Company May Consolidate,
Etc. Only on Certain Terms. The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease all or substantially all of its properties and assets
to any Person, unless:

     

    (1)           the
corporation formed by such consolidation or into which the Company is merged or
the Person that acquires by conveyance, transfer or lease the properties and
assets of the Company substantially as an entirety shall be a Person organized
and existing under the laws of the United States of America, any State thereof
or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest, if any, on all the Outstanding Securities and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed;

     

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

     

    (3)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
met.

     

    Section
802.          Successor Corporation
Substituted. Upon any
consolidation or merger or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company in accordance with
Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein and thereafter, in the case of  a
conveyance, transfer or lease of properties and assets of the Company
substantially as an entirety, such conveyance, transfer or lease shall have the
effect of releasing the Person named as the “Company” in the first paragraph of
this instrument or any successor corporation which shall theretofore have become
such in the manner prescribed in this Article from its liability as obligor and
maker on any of the Securities.

     

    
      
        
        

      

      
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    ARTICLE
IX


     

    SUPPLEMENTAL
INDENTURES

     

    Section
901.          Supplemental Indentures
Without Consent of Holders. Without
the consent of any Holders, the Company and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

     

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

     

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

     

    (3)           to
add any additional Events of Default with respect to all or any series of
Securities Outstanding hereunder; or

     

    (4)           to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons; or

     

    (5)           to
change or eliminate any of the provisions of this Indenture, or to add any new
provision to this Indenture, in respect of one or more series or Tranches of
Securities; provided,
however, that any such
change, elimination or addition (A) shall neither (i) apply to any Security
Outstanding on the date of such indenture supplemental hereto nor (ii) modify
the rights of the Holder of any such Security with respect to such provision in
effect prior to the date of such indenture supplemental hereto or (B) shall
become effective only when no Security of such series or Tranche remains
Outstanding; or

     

    (6)           to
secure the Securities pursuant to the requirements of any covenant on liens in
respect of such series of Securities or otherwise; or

     

    (7)           to
establish for the issuance of and establish the form or terms and conditions of
Securities of any series or Tranche as permitted by Section 301, and to establish
the form of any certificates required to be furnished pursuant to the terms of
this Indenture or any series of Securities; or

     

    (8)           to
provide for uncertificated Securities in addition to or in place of all, or any
series or Tranche of, certificated Securities; or

     

    
      
        
        

      

      
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    (9)           to
evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee or co-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 the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611(b);
or

     

    (10)         to
change any place or places where (a) the principal of or premium, if any, or
interest, if any, on all or any series of Securities, or any Tranche thereof,
shall be payable, (b) all or any series of Securities, or any Tranche thereof,
may be surrendered for registration or transfer, (c) all or any series of
Securities, or any Tranche thereof, may be surrendered for exchange and (d)
notices and demands to or upon the Company in respect of all or any series of
Securities, or any Tranche thereof, and this Indenture may be
served;

     

    (11)         to
cure any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, provided such action shall
not adversely affect the interests of the Holders of Securities of any series or
Tranche in any material respect; or

     

    (12)         to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall
not adversely affect the interests of the Holders of any Securities of any
series or Tranche Outstanding on the date of such indenture supplemental
hereto.

     

    Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter becomes amended and

     

    (x)           if
any such amendment requires one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or by operation of law is deemed
to effect such changes or incorporate such provisions by reference or otherwise,
this Indenture shall be deemed to have been amended so as to conform to such
amendment to the Trust Indenture Act, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto
to effect or evidence such changes or additional provisions; or

     

    (y)           if
any such amendment permits one or more changes to, or the elimination of, any
provisions hereof that, at the date hereof or at any time thereafter, are
required by the Trust Indenture Act to be contained herein (or if it is no
longer required by the TIA for the Indenture to contain one or more provisions),
this Indenture shall be deemed to have been amended to effect such changes or
elimination, and the Company and the Trustee may, without the consent of any
Holders, enter into an indenture supplemental hereto to evidence such amendment
hereof; or

     

    (z)           if,
by reason of any such amendment, it shall be no longer necessary for this
Indenture to contain one or more provisions that, at the date of the execution
and delivery hereof, are required by the Trust Indenture Act to be contained
herein, the Company and the Trustee may, without the consent of any Holders,
enter into an indenture supplemental hereto to effect the elimination of such
provisions.

     

    
      
        
        

      

      
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    Section
902.          Supplemental Indentures With
Consent of Holders. (a)  Except
as set forth in paragraph (c) below, with the consent  of the Holders
of not less than a majority in aggregate principal amount of the Senior
Securities of all series then Outstanding (considered as one class), the
Company, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to a Company Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series or Tranche or of the Coupons appertaining to such Securities or of
modifying in any manner the rights of the Holders of Securities of such series
or Tranche under this Indenture; provided, however, that if
there are Senior Securities of more than one series Outstanding hereunder and if
a proposed supplemental indenture shall directly affect the rights of the
Holders of Senior Securities of one or more, but less than all, of such series,
then the consent only of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; and provided, further, that if
the Securities of any series have been issued in more than one Tranche and if
the proposed supplemental indenture shall directly affect the rights of the
Holders of Senior Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required.

     

    (b)           Except
as set forth in paragraph (c) below, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Subordinated Securities of
all series then Outstanding (considered as one class), the Company, when
authorized by a resolution of its Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to a Company Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series or of
the Coupons appertaining to such Securities or of modifying in any manner the
rights of the Holders of Securities of such series or Tranche under this
Indenture; provided,
however, that if there are Subordinated Securities of more than one
series Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Subordinated Securities of one or
more, but less than all, of such series, then the consent only of the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that
if the Securities of any series have been issued in more than one Tranche and if
the proposed supplemental indenture shall directly affect the rights of the
Holders of Subordinated Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required.

     

    (c)           
No such supplemental indenture or waiver shall, without the consent of the
Holder of each Outstanding Security affected thereby,

     

    
      
        
        

      

      
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    (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or any
premium payable upon the redemption thereof, or change the method of calculating
the rate of interest thereon, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change the
coin or currency (or other property) in which, any Security or any premium or
the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date, or, in the case of
repayment at the option of the Holders, on or after the Repayment Date), or
modify any provisions of this Indenture with respect to the conversion or
exchange of the Securities into Securities of another series or into any other
debt or equity securities in a manner adverse to the Holders, or

     

    (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
or any Tranche thereof, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this indenture,
or

     

    (3)           modify
any of the provisions of this Section, Section 513 or Section 1007, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section and
Section 1007, or the
deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(9).

     

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

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.  A waiver
by a Holder of such Holder’s rights to consent under this Section shall be
deemed to be a consent of such Holder.

     

    Section
903.          Execution of Supplemental
Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

     

    
      
        
        

      

      
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    Section
904.          Effect of Supplemental
Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.  Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

     

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

     

    Section
906.          Reference in Securities to
Supplemental Indentures. Securities
of any series, or any Tranche thereof, authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture.  If the
Company so determines, new Securities of any series, or any Tranche thereof, and
any appertaining coupons so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche and any
appertaining coupons.

     

    Section
907.         Revocation and Effect of
Consents. Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any
Security.  However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
the notice of revocation before the date on which the Trustee receives an
Officer’s Certificate certifying that the Holders of the requisite principal
amount of Securities have consented to the amendment or waiver. After an
amendment or waiver becomes effective, it shall bind every Holder of each series
of Securities affected by such amendment or waiver.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or
waiver.  If a record date is fixed, then notwithstanding the
provisions of 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 consent to such amendment or waiver or to revoke
any consent previously given, whether or not such persons continue to be Holders
after such record date.

     

    After an
amendment or waiver becomes effective it shall bind every Holder, unless it is
of the type described in any of clauses (1) through (3) of Section 902(c).  In
such case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security that evidences the
same debt as the consenting Holder’s Security.

     

    
      
        
        

      

      
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    Section
908.          Modification Without
Supplemental Indenture. If the
terms of any particular series of Securities have been established in a Board
Resolution or an Officer’s Certificate as contemplated by Section 301, and not in an
indenture supplemental hereto, additions to, changes in or the elimination of
any of such terms may be effected by means of a supplemental Board Resolution or
Officer’s Certificate, as the case may be, delivered to, and accepted by, the
Trustee; provided,
however, that such supplemental Board Resolution or Officer’s Certificate
shall not be accepted by the Trustee or otherwise be effective unless all
conditions set forth in this Indenture that would be required to be satisfied if
such additions, changes or elimination were contained in a supplemental
indenture shall have been appropriately satisfied.  Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer’s Certificate shall be deemed to be a “supplemental indenture” for
purposes of Sections 904
and 906.

     

    ARTICLE
X


     

    COVENANTS

     

    Section
1001.        Payment of Principal,
Premium and Interest. Subject
to the following provisions, the Company will pay to the Trustee the amounts, in
such coin or currency as is at the time legal tender for the payment of public
or private debt, in the manner, at the times and for the purposes set forth
herein and in the text of the Securities for each series, and the Company hereby
authorizes and directs the Trustee from funds so paid to it to make or cause to
be made payment of the principal of and premium, if any, and interest, if any,
on the Securities and coupons of each series as set forth herein and in the text
of such Securities and coupons.  Unless otherwise provided in the
Securities of a series, the Trustee will arrange directly with any Paying Agents
for the payment, or the Trustee will make payment, from funds furnished by the
Company, of the principal of and premium, if any, and interest, if any, on the
Securities and coupons of each series by check or draft.

     

    Unless
otherwise provided in the Securities of a series, interest, if any, on
Registered Securities of a series shall be paid by check or draft on each
Interest Payment Date for such series to the Holder thereof at the close of
business on the relevant record dates specified in the Securities of such
series.  The Company may pay such interest by check or draft mailed to
such Holder’s address as it appears on the register for Securities of such
series.  Unless otherwise provided in the Securities of a series,
principal of Registered Securities shall be payable by check or draft and only
against presentation and surrender of such Registered Securities at the office
of the Paying Agent, unless the Company shall have otherwise instructed the
Trustee in writing.

     

    
      
        
        

      

      
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    Unless
otherwise provided in the Securities of a series, (i) interest, if any, on
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of the coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount (as defined in
Section 1273 of the Code), if any, on Unregistered Securities shall be paid by
check or draft and only against presentation and surrender of such Securities,
in either case at the office of a Paying Agent located outside of the United
States and its possessions, unless the Company has otherwise instructed the
Trustee in an Officer’s Certificate.  Unless otherwise provided in the
Securities of a series, principal of and premium, if any, of Unregistered
Securities shall be paid by check or draft and only against presentation and
surrender of such Securities as provided in the Securities of a
series.  If at the time a payment of principal of and premium, if any,
or interest, if any, or original issue discount, if any, on an Unregistered
Security or coupon becomes due and the payment of the full amount so payable at
the office or offices of all the Paying Agents outside the United States and its
possessions is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
United States currency, then the Company may instruct the Trustee in an
Officer’s Certificate to make such payments at the office of a Paying Agent
located in the United States.  The Company hereby covenants and agrees
that it shall not so instruct the Trustee with respect to payment in the United
States if such payment would cause such Unregistered Security to be treated as a
“registration-required obligation” under United States law and
regulations.

     

    At the
election of the Company, any payments by the Company provided for in this
Indenture or in any of the Securities may be made by electronic funds
transfer.

     

    Section
1002.        Maintenance of Office or
Agency. The
Company will maintain in each Place of Payment for any series of Securities, or
any Tranche thereof, an office or agency where Registered Securities, or any
Tranche thereof, of that series may be surrendered for registration of transfer
or exchange and a Place of Payment where (subject to Sections 305 and 307) Securities may be
presented for payment or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served.  Unless otherwise specified pursuant to Section 301 with respect to
any such series, the Company shall maintain such offices or agencies in
connection with each series in the Borough of Manhattan, The City of New York,
State of New York.  With respect to any series of Securities issued in
whole or in part as Unregistered Securities, the Company shall maintain one or
more Paying Agents located outside the United States and its possessions and
shall maintain such Paying Agents for a period of one year after the principal
of such Unregistered Securities has become due and payable.  During
any period thereafter for which it is necessary in order to conform to United
States tax law or regulations, the Company will maintain a Paying Agent outside
the United States and its possessions to which the Unregistered Securities or
coupons appertaining thereto may be presented for payment and will provide the
necessary funds therefor to such Paying Agent upon reasonable
notice.  The Security Registrar shall keep a register with respect to
each series of Securities issued in whole or in part as Registered Securities
and to their transfer and exchange.  The Company may appoint one or
more co-Security Registrars acceptable to the Trustee and one or more additional
Paying Agents for each series of Securities, and the Company may terminate the
appointment of any co-Security Registrar or Paying Agent at any time upon
written notice.  The term “Security Registrar” includes any
co-Security Registrar.  The term “Paying Agent” includes any
additional Paying Agent.  The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture.  Subject
to Section 305, if the
Company fails to maintain a Security Registrar or Paying Agent, the Trustee
shall act as such.  The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     

    
      
        
        

      

      
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    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided,
however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
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 location of any such other office or agency.

     

    In the
case of Original Issue Discount Securities of a series, the Company shall, prior
to any Redemption Date or any Repayment Date applicable thereto, furnish the
Trustee with an Officer’s Certificate stating the amount of principal to be paid
to a Holder of $1,000 principal amount of such Securities.

     

    Anything
herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at any office of the Company in which event the
Company shall perform all functions to be performed at such office or
agency.

     

    Section
1003.        Money for Securities
Payments to Be Held in Trust. If the
Company at any time acts as its own Paying Agent with respect to any series of
Securities, or any Tranche thereof, it will, on or before each due date of the
principal of (and premium, if any) or interest, if any, on any of such
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums are paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

     

    Whenever
the Company has one or more Paying Agents for any series of Securities, it will,
on or prior to (and if on, then before 11:00 a.m. (New York City time)) each due
date of the principal of (and premium, if any) or interest, if any, on such
Securities, deposit with a Paying Agent a sum sufficient (in immediately
available funds, if payment is made on the due date) to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

     

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

     

    (1)           hold
all sums held by it for the payment of the principal of (and premium, if any) or
interest, if any, on Securities of such series or Tranche in trust for the
benefit of the Persons entitled thereto until such sums are paid to such Persons
or otherwise disposed of as herein provided;

     

    
      
        
        

      

      
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    (2)           give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series or Tranche) in the making of any payment of principal
(and premium, if any) or interest, if any, on the Securities of such series or
Tranche; and

     

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

     

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

     

    Any money
deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of Eligible Obligations deposited with the Trustee pursuant to Section 401, 403 or 1007, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest, if any, on any Security of any series and remaining unclaimed for two
years (or such shorter period for the return of such moneys to the Company under
applicable abandoned property laws) after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     

    Section
1004.        Corporate Existence.
Subject
to Article VIII, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided,
however, that the Company shall not be required to preserve any such
right or franchise if, in the judgment of the Company, the preservation thereof
is no longer desirable in the conduct of the business of the Company and the
loss thereof is not disadvantageous in any material respect to the Holders of
Securities of any series or Tranche in any material respect.

     

    Section
1005.        Defeasance of Certain
Obligations. The
Company may omit to comply with its obligations under the covenants contained in
Sections 1002, 1004
(except with respect to maintaining its corporate existence), 1006, 1008 and Article VIII with respect to
any Security or Securities of any series or Tranche or any portion of the
principal amount thereof (and in respect of any term, provision or condition set
forth in the covenants or restrictions specified for such Securities pursuant to
Section 301, in any
supplemental indenture, Board Resolution or Officer’s Certificate establishing
such Security), provided that the following
conditions shall have been satisfied:

     

    
      
        
        

      

      
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    (1)           With
reference to this Section, the Company has deposited or caused to be irrevocably
deposited (except as provided in Section 402) with the Trustee
as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities or portions thereof,
(i) money in an amount, or (ii) if Securities of such series are not subject to
repayment at the option of Holders, (A) Eligible Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide not later than one day before the due date of any payment
referred to in clause (x) or (y) of this subparagraph (1) money in an amount, or
(B) a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge (x) the
principal of (and premium, if any) and each installment of principal (and
premium, if any) and interest, if any, on the Outstanding Securities of such
series or portions thereof on the Stated Maturity of such principal or
installment of principal or premium or interest or to and including the
Redemption Date irrevocably designated by the Company pursuant to subparagraph
(7) of this Section and (y) any mandatory sinking fund payments applicable to
the Securities of such series or portions thereof on the day on which such
payments are due and payable in accordance with the terms of the Indenture and
of such Securities or portions thereof;

     

    (2)           Such
deposit shall not, as specified in an Opinion of Counsel, cause the Trustee with
respect to the Securities of such series to have a conflicting interest as
defined in Section 608
and for purposes of the Trust Indenture Act with respect to the Securities of
such series;

     

    (3)           Such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (4)           No
Event of Default or event which with notice or lapse of time would become an
Event of Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit and no Event of Default
specified in Section
501(6) or (7)
shall have occurred at any time from the date of such deposit to the 91st
calendar day thereafter (it being understood that this condition to defeasance
may not be satisfied until such 91st calendar day after the date of
deposit);

     

    (5)           The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such series will not realize income, gain or
loss for federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case
if such deposit and defeasance had not occurred;

     

    
      
        
        

      

      
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    (6)           The
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the defeasance contemplated by this Section have been met; and

     

    (7)           If
the Company has deposited or caused to be deposited money or Eligible
Obligations to pay or discharge the principal of (and premium, if any) and
interest, if any, on the Outstanding Securities of such series or portion
thereof to and including a Redemption Date pursuant to subparagraph (1) of this
Section, such Redemption Date shall be irrevocably designated by a Board
Resolution delivered to the Trustee on or prior to the date of deposit of such
money or Eligible Obligations, and such Board Resolution shall be accompanied by
an irrevocable Company Request that the Trustee give notice of such redemption
in the name and at the expense of the Company not less than 30 nor more than 60
days prior to such Redemption Date in accordance with Section 1104.

     

    Section
1006.        Statement by Officers as to
Default. The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, a written statement,
which need not comply with Section 102, signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company stating, as to each signer thereof,
that

     

    (1)           a
review of the activities of the Company during such year and of performance
under this Indenture has been made under his supervision, and

     

    (2)           to
the best of his knowledge, based on such review, the Company has fulfilled all
its obligations under this Indenture throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof.

     

    Section
1007.       Waiver of Certain
Covenants. (a)  The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in (i) any additional covenants or restrictions specified
with respect to the Senior Securities of any series, or any Tranche thereof, as
contemplated by Section
301 if before the time for such compliance the Holders of not less than a
majority in aggregate principal amount (or such larger proportion as may be
required in respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series and Tranches with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waives such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections 1002, 1004,
1006 and 1008 and
Article VIII if before
the time for such compliance the Holders of at least a majority in principal
amount of Senior Securities Outstanding under this Indenture by Act of such
Holders, either waives such compliance in such instance or generally waive
compliance with such term, provision or condition; but, in the case of (i) or
(ii) of this paragraph (a), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver
becomes effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    (b)           The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in (i) any additional covenants or restrictions specified
with respect to the Subordinated Securities of any series, or any Tranche
thereof, as contemplated by Section 301 if before the time
for such compliance the Holders of not less than a majority in aggregate
principal amount (or such larger proportion as may be required in respect of
waiving a past default of any such additional covenant or restriction) of the
Outstanding Securities of all series and Tranches with respect to which such
covenant or restriction was so specified, considered as one class, by Act of
such Holders, either waives such compliance in such instance or generally waive
compliance with such term, provision or condition and (ii) Sections 1002, 1004, 1006 and 1008 and Article VIII if before the
time for such compliance the Holders of at least a majority in principal amount
of Subordinated Securities Outstanding under this Indenture by Act of such
Holders, either waives such compliance in such instance or generally waive
compliance with such term, provision or condition; but, in the case of (i) or
(ii) of this paragraph (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver
becomes effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

     

    Section
1008.       Maintenance of
Properties. The
Company shall cause (or, with respect to property owned in common with others,
make reasonable effort to cause) all its properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and
working order and shall cause (or, with respect to property owned in common with
others, make reasonable effort to cause) to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as, in the
judgment of the Company, may be necessary so that the business carried on in
connection therewith may be properly conducted; provided, however, that
nothing in this Section shall prevent the Company from discontinuing, or causing
the discontinuance of, the operation and maintenance of any of its properties
if, in the judgment of the Company, such discontinuance (i) is desirable in the
conduct of its business and (ii) will not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material
respect.

     

    ARTICLE
XI


     

    REDEMPTION OF
SECURITIES

     

    Section
1101.        Applicability of
Article. Securities
of any series, or any Tranche thereof, that are redeemable before their Stated
Maturity (or, if the principal of the Securities of any series is payable in
installments, the Stated Maturity of the final installment of the principal
thereof) shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of
any series or Tranche) in accordance with this Article.

     

    Section
1102.        Election to Redeem; Notice
to Trustee. The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or an Officer’s Certificate.  In case of any redemption at
the election of the Company of less than all the Securities of any series, the
Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice is satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series or Tranche to be redeemed.  In the case of any redemption
of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Company that is subject to
a condition specified in the terms of such Securities the Company shall furnish
the Trustee with an Officer’s Certificate evidencing compliance with such
restriction.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    Section
1103.        Selection by Trustee of
Securities to Be Redeemed. If less
than all the Securities of any series, or any Tranche thereof, are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Trustee not more than 45 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series or Tranche not previously called for
redemption, by such method as is provided for any particular series, or, in the
absence of any such provision, by such method as the Trustee deems fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
Tranche or any integral multiple thereof) of the principal amount of Securities
of such series or Tranche of a denomination larger than the minimum authorized
denomination for Securities of that series or Tranche; provided, however, that if, as
indicated in an Officer’s Certificate, the Company has offered to purchase all
or any principal amount of the Securities then Outstanding of any series, or any
Tranche thereof, and less than all of such Securities as to which such offer was
made have been tendered to the Company for such purchase, the Trustee, if so
directed by Company Order, shall select for redemption all or any principal
amount of such Securities that have not been so tendered.

     

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

     

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

     

    Section
1104.        Notice of Redemption.
Unless
otherwise specified as contemplated by Section 301 with respect to
any series of Securities, notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

     

    If
Unregistered Securities are to be redeemed, notice of redemption shall be
published in an Authorized Newspaper in The City of New York and, if such
Securities to be redeemed are listed on any stock exchange outside of the United
States, in the city in which such stock exchange is located, or in such other
city or cities as may be specified in the Securities, once in each of two
different calendar weeks, the first publication to be not less than 30 nor more
than 90 days before the redemption date.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date,

     

    (2)           the
Redemption Price, or the formula pursuant to which the Redemption Price is to be
determined if the Redemption Price cannot be determined at the time of notice is
given,

     

    (3)           if
less than all the Outstanding Securities of any series or Tranche are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed, and the portion
of the principal amount of any Security to be redeemed in part and, in the case
of any such Security of such series to be redeemed in part, that, on and after
the Redemption Date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the remaining unpaid
principal amount thereof will be issued as provided in Section 1106,

     

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

     

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

     

    (6)           that
the redemption is for a sinking fund, if such is the case,

     

    (7)           the
CUSIP numbers, if any, assigned to such Securities; provided however, that such
notice may state that no representation is made as to the correctness of CUSIP
numbers, and the redemption of such Securities shall not be affected by any
defect in or omission of such number, and

     

    (8)           such
other matters as the Company shall deem  desirable or
appropriate.

     

    Unless
otherwise specified with respect to any Securities in accordance with Section 301, with respect to
any notice of redemption of Securities at the election of the Company, unless,
upon the giving of such notice, such Securities are deemed to have been paid in
accordance with Section
401, such notice may state that such redemption shall be conditional upon
the receipt by the Paying Agent or Agents for such Securities, on or prior to
the date fixed for such redemption, of money sufficient to pay the principal of
and premium, if any, and interest, if any, on such Securities and that if such
money has not been so received such notice shall be of no force or effect and
the Company shall not be required to redeem such Securities. In the event that
such notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Paying Agent or Agents for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof any
of such Securities that had been surrendered for payment upon such
redemption.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, at the Company’s request, by the Security Registrar in
the name and at the expense of the Company. Notice of mandatory redemption of
Securities shall be given by the Security Registrar in the name and at the
expense of the Company.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    Section
1105.        Securities Payable on
Redemption Date. Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Securities or portions thereof so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company defaults in the payment of the Redemption Price and accrued interest, if
any) such Securities, or portions thereof, if interest-bearing, shall cease to
bear interest.  Upon surrender of any such Security for redemption in
accordance with said notice, such Security or portion thereof together with all
unmatured coupons, if any, shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date but in the case
of Unregistered Securities installments of interest due on or prior to the
Redemption Date will be payable to the bearers of the coupons for such interest
by check or draft upon surrender of such coupons; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section
307.

     

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

     

    Section
1106.        Securities Redeemed in
Part. Any
Security that is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his or her
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

     

    ARTICLE
XII


     

    SINKING
FUNDS

     

    Section
1201.        Applicability of
Article. The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series, or any Tranche thereof, except as
otherwise specified as contemplated by Section 301 for Securities of
such series or Tranche.

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series, or any Tranche thereof, is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Securities of any series, or any Tranche
thereof, is herein referred to as an “optional sinking fund
payment”.  If provided for by the terms of Securities of any series,
or any Tranche thereof, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202.  Each
sinking fund payment shall be applied to the redemption of Securities of the
series or Tranche in respect of which it was made as provided for by the terms
of Securities of such series.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    Section
1202.        Satisfaction of Sinking Fund
Payments With Securities. The
Company (1) may deliver Outstanding Securities of a series or Tranche (other
than any previously called for redemption) together, in the case of Unregistered
Securities, with all unmatured coupons appertaining thereto, in respect of which
a mandatory sinking fund payment is to be made and (2) may apply as a credit
Securities of such series or Tranche that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that
such Securities have not been previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     

    Section
1203.        Redemption of Securities for
Sinking Fund. Not less
than 45 days prior to each sinking fund payment date for any series of
Securities, or any Tranche thereof, the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing sinking fund
payment for that series or Tranche pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered. If  the
Company has not delivered such Officer’s Certificate and, to the extent
applicable, all such Securities, the next succeeding sinking fund payment for
such series or Tranche shall be made entirely in cash in the amount of the
mandatory sinking fund payment.  Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice
of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1105 and 1106.

     

    ARTICLE
XIII


     

    REPAYMENT OF SECURITIES AT
OPTION OF HOLDERS

     

    Section
1301.        Applicability of
Article. Securities
of any series or Tranche that are repayable before their Stated Maturity at the
option of the Holders shall be repayable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

     

    Section
1302.        Notice of Repayment
Date. Notice of
any Repayment Date with respect to Securities of any series or Tranche thereof
shall be given by the Company not less than 45 nor more than 60 days prior to
such Repayment Date (or at such other times as may be specified for such
repayment or repurchase pursuant to Section 301 of this Indenture)
to each Holder of Securities of such series in accordance with Section 106.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    The
notice as to the Repayment Date shall state (unless otherwise specified for such
repayment or repurchase pursuant to Section 301 of this
Indenture):

     

    (1)           the
Repayment Date, which date shall be no earlier than 30 days and no later than 60
days from the date on which such notice is mailed;

     

    (2)           the
principal amount of the Securities required to be repaid or repurchased and the
Repayment Price (or the formula pursuant to which the Repayment Price is to be
determined if the Repayment Price cannot be determined at the time the notice is
given);

     

    (3)           the
place or places where such Securities are to be surrendered for payment of the
Repayment Price, and accrued interest, if any, and the date by which Securities
must be so surrendered in order to be repaid or repurchased;

     

    (4)           that
any Security not tendered or accepted for payment shall continue to accrue
interest;

     

    (5)           that,
unless the Company defaults in making such payment or the Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture, Securities accepted for payment pursuant to any such
offer of repayment or repurchase shall cease to accrue interest after the
Repayment Date;

     

    (6)           that
Holders electing to have a Security repaid or purchased pursuant to such offer
may elect to have all or any portion of such Security purchased;

     

    (7)           that
Holders electing to have a Security repaid or repurchased pursuant to any such
offer shall be required to surrender the Security, with such customary documents
of surrender and transfer as the Company may reasonably request, duly completed,
or transfer by book-entry transfer, to the Company or the Paying Agent at the
address specified in the notice at least two Business Days prior to the
Repayment Date;

     

    (8)           that
Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, not later than the expiration of the
offer to repay or repurchase, a telegram, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security the
Holder delivered for purchase and a statement that such Holder is withdrawing
its election to have such Security purchased;

     

    (9)           that,
in the case of a repayment or repurchase of less than all Outstanding Securities
of a series or Tranche thereof, the method of selection of Securities to be
repaid or repurchased to be applied by the Trustee if the principal amount of
properly tendered Securities exceeds the principal amount of the Securities to
be repaid or repurchased;

     

    (10)         that
Holders whose Securities are purchased only in part shall be issued new
Securities of the same series or Tranche thereof equal in principal amount to
the unpurchased portion of the Securities surrendered (or transferred by
book-entry transfer); and

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    (11)         the
CUSIP or other identification number, if any, printed on the Securities being
repurchased and that no representation is made as to the correctness or accuracy
of the CUSIP or other identification number, if any, listed in such notice or
printed on the Securities.

     

    Section
1303.        Securities Payable on
Repayment Date. The form
of option to elect repurchase or repayment having been delivered as specified in
the form of Security for such series, the Securities of such series or Tranche
so to be repaid (after application of the method of selection described pursuant
to clause (9) of Section
1302, if the principal amount of properly tendered Securities exceeds the
principal amount of the Securities to be repaid or repurchased) shall, on the
Repayment Date, become due and payable at the Repayment Price applicable thereto
and from and after such date (unless the Company defaults in the payment of the
Repayment Price and accrued interest) such Securities shall cease to bear
interest.  Upon surrender of any such Security for repayment in
accordance with said notice, such Security shall be paid by the Company at the
Repayment Price together with accrued interest, if any, to the Repayment Date;
provided, however, that
if a Security is repaid or repurchased on or after a Record Date but on or prior
to the Stated Maturity of any installments of interest, then any accrued and
unpaid interest due on such Stated Maturity shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section
307.

     

    If any
Security is not paid upon surrender thereof for repayment, the principal (and
premium, if any) shall, until paid, bear interest from the Repayment Date at the
rate prescribed therefor in such Security.

     

    Section
1304.        Securities Repaid in
Part. Any
Security that by its terms may be repaid in part at the option of the Holder and
that is to be repaid only in part shall be surrendered at any office or agency
of the Company designated for that purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his or her attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, as provided in Section 305, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unrepaid portion of the principal of the Security so
surrendered.

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      

    

     

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

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.

    


    
      
        
          
            	 
      	
                    CHINA
      GERUI ADVANCED
MATERIALS GROUP LIMITED

                  
	 
      	 
      
	
                    [CORPORATE
      SEAL]

                  	 
      
	 
      	 
      
	 
      	
                    By_________________________________

                  
	 
      	 
      
	 
      	
                    Chief
      Executive Officer

                  
	 
      	 
      
	
                    Attest:

                  	 
      
	 
      	 
      
	________________________________	 
	 	 
	
                    Secretary

                  	 
      
	 
      	 
      
	 
      	
                    [                
               ]

                  
	 	 
	 
      	
                    By_________________________________

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STATE OF
[         ]                                            
         )

                                                                                        
)  ss:

    CITY OF
[         ] AND COUNTY OF
[               ])

     

    On
the            day
of [         ] 20__, before me
personally came _______, to me known, who, being by me duly sworn, did depose
and say that he is a director of CHINA GERUI ADVANCED MATERIALS GROUP LIMITED,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instruments is such corporate seal; that it was so affixed by authority of
the By-Laws of said corporation, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

     

    
      
        	 
      	
                _________________________________ 
      

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CHINA
GERUI ADVANCED MATERIALS GROUP LIMITED

    Reconciliation
and tie between Trust Indenture Act of 1939 and

    Indenture,
dated as of  __, 20__

    


    
      
        
          	
                  Trust
      Indenture

                	
                  Indenture
      Sections

                
	
                  Act
      Section

                	 
      
	 
      	 
      
	
                  §
      310(a)(1)

                	
                  609

                
	
                    (a)(2)

                	
                  609

                
	
                   
      (a)(3)

                	
                  Not
      Applicable

                
	
                   
      (a)(4)

                	
                  Not
      Applicable

                
	
                    (a)(5)

                	
                  609

                
	
                    (b)

                	
                  608

                
	 
      	
                  610

                
	
                  §
      311(a)

                	
                  613(a)

                
	
                    (b)

                	
                  613(b)

                
	
                    (b)(2)

                	
                  703(a)(2)

                
	 
      	
                  703(b)

                
	
                  §
      312(a)

                	
                  701

                
	 
      	
                  702(a)

                
	
                   
      (b)

                	
                  702(b)

                
	
                   
      (c)

                	
                  702(c)

                
	
                  §
      313(a)

                	
                  703(a)

                
	
                   
      (b)

                	
                  703(b)

                
	
                   
      (c)

                	
                  703(a),
      703(b)

                
	
                   
      (d)

                	
                  703(c)

                
	
                  §
      314(a)

                	
                  704

                
	
                   
      (b)

                	
                  Not
      Applicable

                
	
                   
      (c)(1)

                	
                  102

                
	
                   
      (c)(2)

                	
                  102

                
	
                   
      (c)(3)

                	
                  Not
      Applicable

                
	
                   
      (d)

                	
                  Not
      Applicable

                
	
                   
      (e)

                	
                  102

                
	
                  §
      315(a)

                	
                  601(a)

                
	
                   
      (b)

                	
                  602

                
	 
      	
                  703(a)(7)

                
	
                   
      (c)

                	
                  601(b)

                
	
                   
      (d)

                	
                  601(c)

                
	
                   
      (d)(l)

                	
                  601(a)(1)

                
	
                   
      (d)(2)

                	
                  601(c)(2)

                
	
                   
      (d)(3)

                	
                  601(c)(3)

                
	
                   
      (e)

                	
                  514

                
	
                  §
      316(a)

                	
                  101

                
	
                   
      (a)(1)(A)

                	
                  502

                
	 
      	
                  512

                
	
                   
      (a)(1)(B)

                	
                  513

                
	
                   
      (a)(2)

                	
                  Not
      Applicable

                
	
                   
      (b)

                	
                  508

                
	
                   
      (c)

                	
                  104(g)

                
	
                  §
      317(a)(l)

                	
                  503

                
	
                   
      (a)(2)

                	
                  504

                
	
                   
      (b)

                	
                  1003

                
	
                  §
      318(a)

                	
                  107

                


        

      

    

     

    
      

    

    


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

    


    
      
        
        

      

      
        2