Unassociated Document


    EXHIBIT
4.6

    


    TWO
HARBORS INVESTMENT CORP.


     

    and

    ___________________________________,

     

    Trustee

     

    INDENTURE

     

    Dated
as of _________, ___

     

    Providing
for Issuance of Subordinated Debt Securities in Series

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          	 
      	 	
                  Page

                
	
                  ARTICLE
      I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                	 	
                  1

                
	
                  SECTION
      1.01 DEFINITIONS

                	 	
                  1

                
	
                  SECTION
      1.02 COMPLIANCE CERTIFICATES AND OPINIONS

                	 	
                  9

                
	
                  SECTION
      1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE

                	 	
                  10

                
	
                  SECTION 1.04 ACTS OF
      SECURITYHOLDERS

                	 	
                  10

                
	
                  SECTION
      1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY

                	 	
                  12

                
	
                  SECTION
      1.06 NOTICES TO SECURITYHOLDERS; WAIVER

                	 	
                  12

                
	
                  SECTION
      1.07 CONFLICT WITH TRUST INDENTURE ACT

                	 	
                  13

                
	
                  SECTION
      1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS

                	 	
                  13

                
	
                  SECTION
      1.09 SUCCESSORS AND ASSIGNS

                	 	
                  13

                
	
                  SECTION
      1.10 SEPARABILITY CLAUSE

                	 	
                  13

                
	
                  SECTION
      1.11 BENEFITS OF INDENTURE

                	 	
                  13

                
	
                  SECTION
      1.12 GOVERNING LAW

                	 	
                  13

                
	
                  SECTION
      1.13 COUNTERPARTS

                	 	
                  13

                
	
                  SECTION
      1.14 JUDGMENT CURRENCY

                	 	
                  13

                
	
                  SECTION
      1.15 LEGAL HOLIDAYS

                	 	
                  14

                
	
                  SECTION
      1.16 AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES
      AND JURY TRIAL

                	 	
                  14

                
	
                  ARTICLE
      II SECURITY FORMS

                	 	
                  15

                
	
                  SECTION
      2.01 FORMS GENERALLY

                	 	
                  15

                
	
                  SECTION
      2.02 FORMS OF SECURITIES

                	 	
                  15

                
	
                  SECTION
      2.03 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                	 	
                  16

                
	
                  SECTION 2.04 SECURITIES
      ISSUABLE IN THE FORM OF A GLOBAL SECURITY

                	 	
                  16

                
	
                  ARTICLE
      III THE SECURITIES

                	 	
                  18

                
	
                  SECTION
      3.01 GENERAL TITLE; GENERAL LIMITATIONS; ISSUABLE IN SERIES; TERMS OF
      PARTICULAR SERIES

                	 	
                  18

                
	
                  SECTION
      3.02 DENOMINATIONS

                	 	
                  20

                
	
                  SECTION
      3.03 EXECUTION, AUTHENTICATION AND DELIVERY AND DATING

                	 	
                  21

                


        

        
          	
                  SECTION
      3.04 TEMPORARY SECURITIES

                	 	
                  22

                
	
                  SECTION
      3.05 REGISTRATION, TRANSFER AND EXCHANGE

                	 	
                  22

                
	
                  SECTION
      3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES

                	 	
                  24

                
	
                  SECTION
      3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

                	 	
                  24

                
	
                  SECTION
      3.08 PERSONS DEEMED OWNERS

                	 	
                  25

                
	
                  SECTION
      3.09 CANCELLATION

                	 	
                  26

                
	
                  SECTION
      3.10 CUSIP AND CINS NUMBERS

                	 	
                  26

                
	
                  SECTION
      3.11 COMPUTATION OF INTEREST

                	 	
                  26

                
	
                  SECTION
      3.12 DELAYED ISSUANCE OF SECURITIES

                	 	
                  26

                


        

        
           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

        

        
          	
                  ARTICLE
      IV SATISFACTION AND DISCHARGE; DEFEASANCE

                	 	
                  27

                
	
                  SECTION
      4.01 SATISFACTION AND DISCHARGE OF INDENTURE

                	 	
                  27

                
	
                  SECTION
      4.02 APPLICATION OF TRUST MONEY

                	 	
                  28

                
	
                  SECTION
      4.03 DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT
      OBLIGATIONS

                	 	
                  28

                
	
                  ARTICLE
      V REMEDIES

                	 	
                  30

                
	
                  SECTION
      5.01 EVENTS OF DEFAULT

                	 	
                  30

                
	
                  SECTION
      5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

                	 	
                  32

                
	
                  SECTION
      5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
      TRUSTEE

                	 	
                  33

                
	
                  SECTION
      5.04 TRUSTEE MAY FILE PROOFS OF CLAIM

                	 	
                  34

                
	
                  SECTION
      5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
      SECURITIES

                	 	
                  34

                
	
                  SECTION
      5.06 APPLICATION OF MONEY COLLECTED

                	 	
                  35

                
	
                  SECTION
      5.07 LIMITATION ON SUITS

                	 	
                  35

                
	
                  SECTION
      5.08 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO RECEIVE PRINCIPAL, PREMIUM
      AND INTEREST

                	 	
                  36

                
	
                  SECTION
      5.09 RESTORATION OF RIGHTS AND REMEDIES

                	 	
                  36

                
	
                  SECTION
      5.10 RIGHTS AND REMEDIES CUMULATIVE

                	 	
                  36

                
	
                  SECTION
      5.11 DELAY OR OMISSION NOT WAIVER

                	 	
                  36

                
	
                  SECTION
      5.12 CONTROL BY SECURITYHOLDERS

                	 	
                  36

                
	
                  SECTION
      5.13 WAIVER OF PAST DEFAULTS

                	 	
                  36

                
	
                  SECTION
      5.14 UNDERTAKING FOR COSTS

                	 	
                  37

                
	
                  SECTION
      5.15 WAIVER OF STAY OR EXTENSION LAWS

                	 	
                  37

                


        

        
          	
                  ARTICLE
      VI THE TRUSTEE

                	 	
                  37

                
	
                  SECTION
      6.01 CERTAIN DUTIES AND RESPONSIBILITIES

                	 	
                  37

                
	
                  SECTION
      6.02 NOTICE OF DEFAULTS

                	 	
                  38

                
	
                  SECTION
      6.03 CERTAIN RIGHTS OF TRUSTEE

                	 	
                  39

                
	
                  SECTION
      6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES

                	 	
                  40

                
	
                  SECTION
      6.05 MAY HOLD SECURITIES

                	 	
                  40

                
	
                  SECTION
      6.06 MONEY HELD IN TRUST

                	 	
                  40

                
	
                  SECTION
      6.07 COMPENSATION AND REIMBURSEMENT

                	 	
                  41

                
	
                  SECTION
      6.08 DISQUALIFICATION; CONFLICTING INTERESTS

                	 	
                  41

                
	
                  SECTION
      6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

                	 	
                  41

                
	
                  SECTION 6.10 RESIGNATION AND
      REMOVAL

                	 	
                  42

                
	
                  SECTION
      6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

                	 	
                  44

                
	
                  SECTION
      6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
      BUSINESS

                	 	
                  44

                
	
                  SECTION
      6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

                	 	
                  44

                
	
                  SECTION
      6.14 APPOINTMENT OF AUTHENTICATING AGENT

                	 	
                  45

                
	
                  ARTICLE
      VII SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
    COMPANY

                	 	
                  46

                
	
                  SECTION
      7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
      SECURITYHOLDERS

                	 	
                  46

                
	
                  SECTION 7.02 PRESERVATION OF
      INFORMATION; COMMUNICATIONS TO
    SECURITYHOLDERS

                	 	
                  46

                
	
                  SECTION 7.03 REPORTS BY
      TRUSTEE

                	 	
                  48

                
	
                  SECTION
      7.04 REPORTS BY COMPANY

                	 	
                  48

                


        

        
           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

        

        
          	
                  ARTICLE
      VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

                	 	
                  48

                
	
                  SECTION
      8.01 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER ON CERTAIN
      TERMS

                	 	
                  48

                
	
                  SECTION
      8.02 SUCCESSOR PERSON SUBSTITUTED

                	 	
                  49

                


        

        
          	
                  ARTICLE
      IX SUPPLEMENTAL INDENTURES

                	 	
                  49

                
	
                  SECTION
      9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
      SECURITYHOLDERS

                	 	
                  49

                
	
                  SECTION
      9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF
    SECURITYHOLDERS

                	 	
                  51

                
	
                  SECTION
      9.03 SUBORDINATION UNIMPAIRED

                	 	
                  52

                
	
                  SECTION
      9.04 EXECUTION OF SUPPLEMENTAL INDENTURES

                	 	
                  52

                
	
                  SECTION
      9.05 EFFECT OF SUPPLEMENTAL INDENTURES

                	 	
                  52

                
	
                  SECTION
      9.06 CONFORMITY WITH TRUST INDENTURE ACT

                	 	
                  52

                
	
                  SECTION
      9.07 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

                	 	
                  52

                
	
                  SECTION
      9.08 NOTICE OF SUPPLEMENTAL INDENTURES

                	 	
                  53

                
	
                  SECTION
      9.09 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
ACTIONS

                	 	
                  53

                
	
                  ARTICLE
      X COVENANTS

                	 	
                  53

                
	
                  SECTION
      10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

                	 	
                  53

                
	
                  SECTION
      10.02 MAINTENANCE OF OFFICE OR AGENCY

                	 	
                  53

                
	
                  SECTION
      10.03 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST

                	 	
                  54

                
	
                  SECTION
      10.04 STATEMENT AS TO COMPLIANCE

                	 	
                  55

                
	
                  SECTION
      10.05 LEGAL EXISTENCE

                	 	
                  55

                
	
                  SECTION
      10.06 WAIVER OF CERTAIN COVENANTS

                	 	
                  55

                
	
                  ARTICLE
      XI REDEMPTION OF SECURITIES

                	 	
                  56

                
	
                  SECTION
      11.01 APPLICABILITY OF ARTICLE

                	 	
                  56

                
	
                  SECTION
      11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE

                	 	
                  56

                
	
                  SECTION
      11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

                	 	
                  56

                
	
                  SECTION
      11.04 NOTICE OF REDEMPTION

                	 	
                  57

                
	
                  SECTION
      11.05 DEPOSIT OF REDEMPTION PRICE

                	 	
                  58

                
	
                  SECTION
      11.06 SECURITIES PAYABLE ON REDEMPTION DATE

                	 	
                  58

                
	
                  SECTION
      11.07 SECURITIES REDEEMED IN PART

                	 	
                  58

                
	
                  SECTION
      11.08 PROVISIONS WITH RESPECT TO ANY SINKING FUNDS

                	 	
                  59

                
	
                  SECTION
      11.09 RESCISSION OF REDEMPTION

                	 	
                  60

                


        

        
          	
                  ARTICLE
      XII SUBORDINATION OF SECURITIES

                	 	
                  60

                
	
                  SECTION
      12.01 AGREEMENT OF SUBORDINATION

                	 	
                  60

                
	
                  SECTION
      12.02 PAYMENTS TO SECURITYHOLDERS

                	 	
                  61

                
	
                  SECTION
      12.03 SUBROGATION OF SECURITIES

                	 	
                  62

                
	
                  SECTION
      12.04 AUTHORIZATION BY SECURITYHOLDERS

                	 	
                  63

                
	
                  SECTION
      12.05 NOTICE TO TRUSTEE

                	 	
                  63

                
	
                  SECTION
      12.06 TRUSTEE’S RELATION TO SENIOR INDEBTEDNESS

                	 	
                  64

                
	
                  SECTION
      12.07 NO IMPAIRMENT OF SUBORDINATION

                	 	
                  64

                
	
                  SECTION
      12.08 RIGHTS OF TRUSTEE

                	 	
                  64

                
	
                  SECTION
      12.09 APPLICABLE TO PAYING AGENTS

                	 	
                  65

                
	
                  ARTICLE
      XIII GUARANTEES

                	 	
                  65

                
	
                  SECTION
      13.01 GUARANTEES

                	 	
                  65

                


        

      

      
         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

    

     

    INDENTURE

     

    THIS INDENTURE between TWO HARBORS INVESTMENT CORP.,
a Maryland corporation (hereinafter called the “Company”) having its principal
office at 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, and
____________________, as trustee (hereinafter called the “Trustee”), is made and entered
into as of _________, ___.

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its debentures, notes, bonds or other evidences of
indebtedness, in an unlimited aggregate principal amount, to be issued in one or
more fully registered series.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act that are
deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.

     

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

     

    AGREEMENTS
OF THE PARTIES

     

    To set
forth or to provide for the establishment of the terms and conditions upon which
the Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises and the purchase of Securities by the Holders
thereof, it is mutually agreed as follows, for the equal and proportionate
benefit of all Holders of the Securities or of a series thereof, as the case may
be:

     

    ARTICLE
I

    DEFINITIONS
AND OTHER PROVISIONS

    OF
GENERAL APPLICATION

     

    Section
1.01 Definitions. For all
purposes of this Indenture and of any indenture supplemental hereto, 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 or by
Commission rule under the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them herein;

     

    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP 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 and any
accounting rules or interpretations promulgated by the Commission as are
generally accepted in the United States of America at the date of this
Indenture; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (4)           all
references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. 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 Securityholder, has the meaning specified in Section
1.04.

     

    “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 Company to authenticate Securities under Section
6.14.

     

    “Board of Directors” means (i)
the board of directors of the Company, (ii) any duly authorized committee of
such board, (iii) any committee of officers of the Company or (iv) any officer
of the Company acting, in the case of clauses (iii) or (iv), pursuant to
authority granted by the board of directors of the Company or any committee of
such board.

     

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

     

    “Business Day” means, with
respect to any series of Securities, unless otherwise specified in a Board
Resolution, in an indenture supplemental hereto or an Officer’s Certificate with
respect to a particular series of Securities, each day which is not a Saturday,
Sunday or other day on which banking institutions in the pertinent Place or
Places of Payment or the city in which the Corporate Trust Office is located are
authorized or required by law or executive order to be closed.

     

    “Closing Price” of the Common
Stock or other Marketable Security, as the case may be, shall mean the last
reported sale price of such stock or other Marketable Security (regular way) as
shown on the Composite Tape of the NYSE (or, if such stock or other Marketable
Security is not listed or admitted to trading on the NYSE, on the principal
national securities exchange on which such stock or other Marketable Security is
listed or admitted to trading, including the NASDAQ), or, in case no such sale
takes place on such day, the average of the closing bid and asked prices on the
NYSE (or, if such stock or other Marketable Security is not listed or admitted
to trading on the NYSE, on the principal national securities exchange on which
such stock or other Marketable Security is listed or admitted to trading,
including the NASDAQ), or if such stock or other Marketable Security is not so
reported, the average of the closing bid and asked prices as furnished by any
member of the Financial Industry Regulatory Authority, selected from time to
time by the Company for that purpose.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Common Stock” shall mean the
Common Stock, par value $0.01 per share, of the Company authorized at the date
of this Indenture as originally signed, or any other class of stock resulting
from successive changes or reclassifications of such Common Stock, and in any
such case including any shares thereof authorized after the date of this
Indenture.

     

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

     

    “Company Request”, “Company
Order” and “Company Consent” mean a written request, order or consent,
respectively, signed in the name of the Company by its Chairman of the Board,
President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Controller, General Counsel, Secretary or any Vice President, and delivered to
the Trustee.

     

    “Conversion Price” means, with
respect to any series of Securities which are convertible into Common Stock or
other Marketable Securities, the price per share of Common Stock or the price
per designated unit of other Marketable Security at which the Securities of such
series are so convertible as set forth in the Board Resolution or indenture
supplemental hereto with respect to such series (or in any indenture
supplemental hereto entered into pursuant to Section 9.01(9) with respect to
such series), as the same may be adjusted from time to time in accordance with
an indenture supplemental hereto.

     

    “Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at:

     

    _________________________________________,

    Attn:
__________.

     

    “Current Market Price” on any
date shall mean the average of the daily Closing Prices per share of Common
Stock or of such other Marketable Securities for any 30 consecutive Trading Days
selected by the Company prior to the day in question, which 30 consecutive
Trading Day period shall not commence more than 45 Trading Days prior to the day
in question.

     

    “Defaulted Interest” has the
meaning specified in Section 3.07.

     

    “Depository” means, unless
otherwise specified by the Company pursuant to either Section 2.04 or 3.01, with
respect to Securities of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation. “Discharged” has the meaning
specified in Section 4.03.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Event of Default” has the
meaning specified in Article V.

     

    “Federal Bankruptcy Act” has
the meaning specified in Section 5.01(5).

     

    “GAAP” means generally accepted
accounting principles as such principles are in effect in the United States as
of the date of this Indenture. “Global Security”, when used with respect to any
series of Securities issued hereunder, means a Security which is executed by the
Company and authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository’s instruction, all in accordance with this Indenture
and an indenture supplemental hereto, if any, or Board Resolution and pursuant
to a Company Request, which shall be registered in the name of the Depository or
its nominee and which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on
which principal is due, and interest rate or method of determining
interest.

     

    “Guarantee” means the
guarantees specified in Section 13.01(a). “Guarantor” means any Person
who guarantees any series of Securities issued hereunder as specified in
Section 13.01(a).

     

    “Holder”, when used with
respect to any Security, means a Securityholder, which means a Person in whose
name a security is registered in the Security Register. “Indenture” or “this
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
3.01.

     

    “Interest”, with respect to the
Securities, means interest on the Securities; provided, that, when used with
respect to an Original Issue Discount Security which by its terms bears interest
only after Maturity, the term means interest payable after
Maturity.

     

    “Interest Payment Date”, when
used with respect to any series of Securities, means the Stated Maturity of any
installment of interest on those Securities.

     

    “Marketable Security” means any
common stock, debt security or other security of a Person which is (or will,
upon distribution thereof, be) listed on the NYSE, the NYSE Amex, NASDAQ or any
other national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, as amended, or approved for quotation in any system of
automated dissemination of quotations of securities prices in the United States
or for which there is a recognized market maker or trading market.

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “NASDAQ” shall mean the NASDAQ
Global Select Market, the NASDAQ Global Market or the NASDAQ Capital
Market.

     

    “NYSE” shall mean the New York
Stock Exchange, Inc.

     

    “Officers’ Certificate” means a
certificate signed by the Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Controller, General Counsel,
Secretary or any Vice President, and delivered to the Trustee. Wherever this
Indenture requires that an Officers’ Certificate be signed also by a financial
expert or an accountant or other expert, such financial expert, accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
in the employ of the Company, and shall be acceptable to the
Trustee.

     

    “Opinion of Counsel” means a
written opinion of counsel, who may (except as otherwise expressly provided in
this Indenture) be an employee of or of counsel to the Company, which is
delivered to the Trustee.

     

    “Original Issue Discount
Security” means (i) any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof, and (ii) any other security which is
issued with “original issue discount” within the meaning of Section 1273(a) of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.

     

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

     

    (i)           such
Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii)           
such Securities for whose payment or redemption money in the necessary amount
has been theretofore deposited with the Trustee or any Paying Agent in trust for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made; and

     

    (iii)           such
Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, or which shall have been
paid pursuant to the terms of Section 3.06 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented that such
Security is held by a Person in whose hands such Security is a legal, valid and
binding obligation of the Company).

     

    In
determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security 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
the taking of such action upon a declaration of acceleration of the Maturity
thereof, and (ii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer assigned to the Corporate Trust Department of the Trustee knows to be
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor 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
to act as owner 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 such other obligor.

     

    
      
        
        

      

      
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    “Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities on behalf of the Company. The Company initially
authorizes the Trustee to act as Paying Agent for the Securities on its behalf.
The Company may at any time and from time to time authorize one or more Persons
to act as Paying Agent in addition to or in place of the Trustee with respect to
any series of Securities issued under this Indenture.

     

    “Person” means any individual,
corporation, 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” means with
respect to any series of Securities issued hereunder the city or political
subdivision so designated with respect to the series of Securities in question
in accordance with the provisions of Section 3.01.

     

    “Predecessor Securities” 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 3.06 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed 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 this Indenture. “Redemption Price”, when used with
respect to any Security to be redeemed, means the price specified in the
Security at which it is to be redeemed pursuant to this Indenture.

     

    “Redemption Rescission Event”
shall mean the occurrence of (a) any general suspension of trading in, or
limitation on prices for, securities on the principal national securities
exchange on which shares of Common Stock or Marketable Securities are registered
and listed for trading (or, if shares of Common Stock or Marketable Securities
are not registered and listed for trading on any such exchange, in the
over-the-counter market) for more than six-and-one-half (6-1/2) consecutive
trading hours, (b) any decline in either the Dow Jones Industrial Average or the
S&P 500 Index (or any successor index published by Dow Jones & Company,
Inc. or S&P) by either (i) an amount in excess of 10%, measured from the
close of business on any Trading Day to the close of business on the next
succeeding Trading Day during the period commencing on the Trading Day preceding
the day notice of any redemption of Securities is given (or, if such notice is
given after the close of business on a Trading Day, commencing on such Trading
Day) and ending at the time and date fixed for redemption in such notice or (ii)
an amount in excess of 15% (or if the time and date fixed for redemption is more
than 15 days following the date on which such notice of redemption is given,
20%), measured from the close of business on the Trading Day preceding the day
notice of such redemption is given (or, if such notice is given after the close
of business on a Trading Day, from such Trading Day) to the close of business on
any Trading Day at or prior to the time and date fixed for redemption, (c) a
declaration of a banking moratorium or any suspension of payments in respect of
banks by Federal or state authorities in the United States or (d) the occurrence
of an act of terrorism or commencement of a war or armed hostilities or other
national or international calamity directly or indirectly involving the United
States which in the reasonable judgment of the Company could have a material
adverse effect on the market for the Common Stock or Marketable
Securities.

     

    
      
        
        

      

      
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    “Regular Record Date” for the
interest payable on any Security on any Interest Payment Date means the date
specified in such Security as the Regular Record Date.

     

    “Repayment Date”, when used
with respect to any Security to be repaid, means the date fixed for such
repayment pursuant to such Security.

     

    “Repayment Price”, when used
with respect to any Security to be repaid, means the price at which it is to be
repaid pursuant to such Security. “Required Currency”, when used with respect to
any Security, has the meaning set forth in Section 1.14.

     

    “Responsible Officer”, when
used with respect to the Trustee, means any officer of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject. “Responsible Officer”, when used with respect to the
Company, means any of the Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Controller, General Counsel,
Secretary or any Vice President (or any equivalent of the foregoing
officers).

     

    “S&P” means Standard &
Poor’s Rating Service or any successor to the rating agency business
thereto.

     

    “Security” or “Securities” means any note or
notes, bond or bonds, debenture or debentures, or any other evidences of
indebtedness, as the case may be, of any series authenticated and delivered from
time to time under this Indenture. “Security Register” shall have the meaning
specified in Section 3.05. “Security Registrar” means the Person who keeps the
Security Register specified in Section 3.05. The Company initially appoints the
Trustee to act as Security Registrar for the Securities on its behalf. The
Company may at any time and from time to time authorize any Person to act as
Security Registrar in place of the Trustee with respect to any series of
Securities issued under this Indenture. “Securityholder” means a Person in whose
name a security is registered in the Security Register.

     

    
      
        
        

      

      
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    “Senior Indebtedness” of the
Company or a Guarantor, as the case may be, means the principal of, premium, if
any, interest on, and any other payment due pursuant to any of the following,
whether outstanding at the date hereof or hereafter incurred or
created:

     

    (i)           all
indebtedness of such Person for borrowed money (including any indebtedness
secured by a mortgage, conditional sales contract or other lien which is (a)
given to secure all or part of the purchase price of property subject thereto,
whether given to the vendor of such property or to another or (b) existing on
property at the time of acquisition thereof);

     

    (ii)           all
indebtedness of such Person evidenced by notes, debentures, bonds or other
similar interests sold by such Person for money;

     

    (iii)           all
lease obligations of such Person which are capitalized on the books of such
Person in accordance with generally accepted accounting principles;

     

    (iv)           all
indebtedness of others of the kinds described in either of the preceding clauses
(i) or (ii) and all lease obligations of others of the kind described in the
preceding clause (iii) assumed by or guaranteed in any manner by such Person or
in effect guaranteed by such Person through an agreement to purchase, contingent
or otherwise; and

     

    (vi)           all
renewals, extensions or refundings of indebtedness of the kinds described in any
of the preceding clauses (i), (ii) and (iv) and all renewals or extensions of
lease obligations of the kinds described in either of the preceding clauses
(iii) and (iv); unless, in the case of any particular indebtedness, guarantee,
lease, renewal, extension or refunding, the instrument or lease creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, lease, renewal, extension or refunding is not
superior in right of payment to the Securities or the Guarantees, as the case
may be. “Significant Subsidiary” means any Subsidiary which would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act of 1933, as in effect on the date of
this Indenture.

     

    “Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07.

     

    “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.

     

    “Subsidiary” means, with
respect to any Person, any corporation more than 50% of the voting stock of
which is owned directly or indirectly by such Person, and any partnership,
association, joint venture or other entity in which such Person owns more than
50% of the equity interests or has the power to elect a majority of the board of
directors or other governing body.

     

    
      
        
        

      

      
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    “Trading Day” shall mean, with
respect to the Common Stock or a Marketable Security, so long as the common
stock or such Marketable Security, as the case may be, is listed or admitted to
trading on the NYSE, a day on which the NYSE is open for the transaction of
business, or, if the Common Stock or such Marketable Security, as the case may
be, is not listed or admitted to trading on the NYSE, a day on which the
principal national securities exchange on which the Common Stock or such
Marketable Security, as the case may be, is listed is open for the transaction
of business, or, if the Common Stock or such Marketable Security, as the case
may be, is not so listed or admitted for trading on any national securities
exchange, a day on which the member of the Financial Industry Regulatory
Authority selected by the Company to provide pricing information for the Common
Stock or such Marketable Security is open for the transaction of
business.

     

    “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that, in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust
Indenture Act” or “TIA” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

     

    “Trustee” means the Person
named as the Trustee in the first paragraph of this instrument until a successor
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean and include each Person who is
then a Trustee hereunder. 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.

     

    “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”, including without limitation, an assistant vice
president.

     

    “Voting Stock”, as applied to
the stock of any corporation, means stock of any class or classes (however
designated) having by the terms thereof ordinary voting power to elect a
majority of the members of the board of directors (or other governing body) of
such corporation other than stock having such power only by reason of the
happening of a contingency.

     

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

     

    Section
1.02 Compliance Certificates and Opinions. Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers’ Certificate stating that all conditions precedent, if any
(including any covenants compliance with which constitutes a condition
precedent), 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 (including any covenants
compliance with which constitutes a condition precedent), 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.

     

    
      
        
        

      

      
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    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than annual statements of compliance
provided pursuant to Section 10.04) 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
1.03 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 may certify or give an opinion as to the other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

     

    Any
certificate of an officer of the Company or Opinion of Counsel may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     

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

     

    Section 1.04 Acts of
Securityholders.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Securityholders or
Securityholders of any series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent duly appointed in writing or may be embodied in or
evidenced by an electronic transmission which identifies the documents
containing the proposal on which such consent is requested and certifies such
Securityholders’ consent thereto and agreement to be bound thereby; 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. If any Securities are denominated in
coin or currency other than that of the United States, then for the purposes of
determining whether the Holders of the requisite principal amount of Securities
have taken any action as herein described, the principal amount of such
Securities shall be deemed to be that amount of United States dollars that could
be obtained for such principal amount on the basis of the spot rate of exchange
into United States dollars for the currency in which such Securities are
denominated (as evidenced to the Trustee by an Officers’ Certificate) as of the
date the taking of such action by the Holders of such requisite principal amount
is evidenced to the Trustee as provided in the immediately preceding sentence.
If any Securities are Original Issue Discount Securities, then for the purposes
of determining whether the Holders of the requisite principal amount of
Securities have taken any action as herein described, the principal amount of
such Original Issue Discount Securities shall be deemed to be the amount of the
principal thereof that would be due and payable upon a declaration of
acceleration of the Maturity thereof as of the date the taking of such action by
the Holders of such requisite principal amount is evidenced to the Trustee as
provided in the first sentence of this Section 1.04(a). Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Securityholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     

    
      
        
        

      

      
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    (b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness to such execution or by the
certificate of any 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
an officer of a corporation or a member of a partnership, on behalf of such
corporation or partnership, 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 which the Trustee deems
sufficient.

     

    (c)           The
ownership of Securities shall be proved by the Security Register.

     

    (d)           If
the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, 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 action, but the Company shall have no obligation to do so. Such record
date shall be the later of 10 days prior to the first solicitation of such
action or the date of the most recent list of Holders furnished to the Trustee
pursuant to Section 7.01. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the 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 Securities
outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Securities outstanding shall be computed as of the record date;
provided that no such authorization, agreement or consent by the Holders on the
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date, and that no such authorization, agreement or consent may be amended,
withdrawn or revoked once given by a Holder, unless the Company shall provide
for such amendment, withdrawal or revocation in conjunction with such
solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.

     

    
      
        
        

      

      
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    (e)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Security shall bind 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 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.

     

    Section
1.05 Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder 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: Corporate Trust
Administration; or

     

    (2)           the
Company by the Trustee or by any Securityholder shall be sufficient for every
purpose hereunder (except as provided in Section 5.01(4) or, in the case of a
request for repayment, as specified in the Security carrying the right to
repayment) 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, Attention: Chief Financial Officer, or at the
address last furnished in writing to the Trustee by the Company.

     

    Section
1.06 Notices to Securityholders; Waiver. Where
this Indenture or any Security provides for notice to Securityholders of any
event, such notice shall be sufficiently given (unless otherwise herein or in
such Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Securityholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security 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 Securityholders 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.

     

    
      
        
        

      

      
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    In case,
by reason of the suspension of regular mail service as a result of a strike,
work stoppage or otherwise, it shall be impractical to mail notice of any event
to any Securityholder when such notice is required to be given pursuant to any
provision of this Indenture, then any method of notification as shall be
satisfactory to the Trustee and the Company shall be deemed to be a sufficient
giving of such notice.

     

    Section
1.07 Conflict with Trust Indenture Act. If and
to the extent that any provision hereof limits, qualifies or conflicts with the
duties imposed by, or with another provision (an “incorporated provision”)
included in this Indenture by operation of, any of Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision shall control.

     

    Section
1.08 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
1.09 Successors and Assigns. All
covenants and agreements in this Indenture by the Company and the Guarantors, if
any, shall bind their respective successors and assigns, whether so expressed or
not.

     

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

     

    Section
1.11 Benefits of Indenture. Nothing
in this Indenture or in any Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any
Authenticating Agent or Paying Agent, the Security Registrar and the Holders of
Securities (or such of them as may be affected thereby), any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     

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

     

    Section
1.13 Counterparts.  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.

     

    Section
1.14 Judgment Currency.  The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in the City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding that
on which a final unappealable judgment is given and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in the City of New York or a day on which banking institutions in
the City of New York are authorized or required by law or executive order to
close.

     

    
      
        
        

      

      
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    Section
1.15 Legal Holidays.  In
any case where any Interest Payment Date, Redemption Date, date established for
payment of Defaulted Interest pursuant to Section 3.07, Stated Maturity or
Maturity with respect to any Security or other day on which principal or
interest is due, shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or any Security) payment of principal or interest
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date,
Redemption Date, date established for payment of Defaulted Interest pursuant to
Section 3.07 or Stated Maturity or Maturity; provided that no interest shall
accrue for the period from and after such Interest Payment Date or other such
day, Redemption Date, date established for payment of Defaulted Interest
pursuant to Section 3.07, Stated Maturity or Maturity, as the case may be, to
the next succeeding Business Day.

     

    Section
1.16 Agent for Service; Submission to Jurisdiction; Waiver of Immunities and
Jury Trial.  The
Company and each Guarantor agree that any suit, action or proceeding against the
Company or any Guarantor arising out of or based upon this Indenture or the
transactions contemplated hereby may be instituted in any State or Federal court
in The City of New York, New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the nonexclusive jurisdiction of such courts in any suit, action or
proceeding.  The Company and each Guarantor shall maintain in the
Borough of Manhattan, The City of New York an office or agency to act as its
authorized agent (the “Authorized Agent”) upon whom process may be served in any
suit, action or proceeding arising out of or based upon this Indenture, any
Security or the transactions contemplated herein or thereby which may be
instituted in any State or Federal court in The City of New York, New York, and
expressly accepts the nonexclusive jurisdiction of any such court in respect of
any such suit, action or proceeding.  The Company shall give prompt
written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee. The Company hereby
designates the Corporate Trust Office as the Authorized Agent and appoints the
Trustee its agent to receive all such process so long as such Corporate Trust
Office remains the Authorized Agent. The Company and each Guarantor further
agree to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of ten years from the date of this Indenture.  If for any reason the
Authorized Agent shall cease to be available to act as such authorized agent for
the Company and any Guarantor, the Company and each Guarantor agree to designate
a new agent in the State of New York on the terms and for the purpose of this
Section 1.16.  The Company and each Guarantor hereby represent and
warrant that the Authorized Agent has accepted such appointment and has agreed
to act as said agent for service of process, and the Company and each Guarantor
agree to take any and all action, including the filing of any and all documents
that may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent shall be deemed, in
every respect, effective service of process upon the Company.

     

    
      
        
        

      

      
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    ARTICLE
II

    SECURITY
FORMS

     

    Section
2.01 Forms Generally. The
Securities shall have 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. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

     

    The
definitive Securities shall be printed, lithographed or engraved or produced by
any combination of these methods on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such Securities,
as evidenced by their execution of such Securities, subject, with respect to the
Securities of any series, to the rules of any securities exchange on which such
Securities are listed.

     

    Section
2.02 Forms of Securities. Each
Security shall be in one of the forms approved from time to time by or pursuant
to a Board Resolution, or established in one or more indentures supplemental
hereto.

     

    Prior to
the delivery of a Security to the Trustee for authentication in any form
approved by or pursuant to a Board Resolution, the Company shall deliver to the
Trustee the Board Resolution by or pursuant to which such form of Security has
been approved, which Board Resolution shall have attached thereto a true and
correct copy of the form of Security which has been approved thereby or, if a
Board Resolution authorizes a specific officer or officers to approve a form of
Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a
Board Resolution must be acceptable as to form to the Trustee, such acceptance
to be evidenced by the Trustee’s authentication of Securities in that form or a
certificate signed by a Responsible Officer of the Trustee and delivered to the
Company.

     

    
      
        
        

      

      
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    Section
2.03 Form of Trustee’s Certificate of Authentication. The
form of Trustee’s Certificate of Authentication for any Security issued pursuant
to this Indenture shall be substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        	 	 	 	 	 
	
                 

              	 	[TRUSTEE]	 
	 	 	 	 	 
	
                 

              	 	By
      	
                
                

              	 
	 	 	 	Authorized
      Signatory	 
	 	 	 	 	 
	
                 

              	 	Dated
      	
                
                

              	 


      

    

     

    Section 2.04 Securities Issuable in
the Form of a Global Security.

     

    (a)           If
the Company shall establish pursuant to Sections 2.02 and 3.01 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, in accordance with Section 3.03 and the Company
Order delivered to the Trustee or its agent thereunder, authenticate and
deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
a Company Order, (ii) shall be registered in the name of the Depository for such
Global Security or Securities or its nominee, (iii) shall be delivered by the
Trustee or its agent to the Depository or pursuant to the Depository’s
instruction and (iv) shall bear a legend substantially to the following effect:
“Unless this certificate is presented by an authorized representative of the
Depository to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of the nominee of
the Depository or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, the nominee of the Depository, has an interest
herein.”

     

    (b)           Notwithstanding
any other provision of this Section 2.04 or of Section 3.05, and subject to the
provisions of paragraph (c) below, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part for
individual Securities, a Global Security may be transferred, in whole but not in
part and in the manner provided in Section 3.05, only to a nominee of the
Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to a
nominee of such successor Depository. (c)  (i)  If at any
time the Depository for a Global Security notifies the Company that it is
unwilling or unable to continue as Depository for such Global Security or if at
any time the Depository for the Securities for such series shall no longer be
eligible or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor Depository with respect to such Global Security. If a successor
Depository for such Global Security is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee or its agent, upon
receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and
terms in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.

     

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

     

    
      
        
        

      

      
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    (iii)           If
specified by the Company pursuant to Sections 2.02 and 3.02 with respect to
Securities issued or issuable in the form of a Global Security, the Depository
for such Global Security may surrender such Global Security in exchange in whole
or in part for individual Securities of such series of like tenor and terms in
definitive form on such terms as are acceptable to the Company and such
Depository. Thereupon the Company shall execute, and the Trustee or its agent
shall authenticate and deliver, without service charge, (1) to each Person
specified by such Depository a new Security or Securities of the same series of
like tenor and terms and of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest as specified by such Depository in the Global Security; and
(2) to such Depository a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.

     

    (iv)           In
any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee or its agent will authenticate and deliver
individual Securities in definitive registered form in authorized denominations.
Upon the exchange of the entire principal amount of a Global Security for
individual Securities, such Global Security shall be canceled by the Trustee or
its agent. Except as provided in the preceding paragraph, Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depository for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or the Security Registrar.
The Trustee or the Security Registrar shall deliver at its Corporate Trust
Office such Securities to the Persons in whose names such Securities are so
registered.

     

    
      
        
        

      

      
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    ARTICLE
III

    THE
SECURITIES

     

    Section
3.01 General Title; General Limitations; Issuable in Series; Terms of Particular
Series. The
aggregate principal amount of Securities which may be authenticated and
delivered and Outstanding under this Indenture is not limited.

     

    The
Securities may be issued in one or more series as from time to time may be
authorized by the Board of Directors. There shall be established in or pursuant
to a Board Resolution or in an indenture supplemental hereto, subject to Section
3.12, prior to the issuance of Securities of any such series:

     

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

     

    (2)           the
Person to whom any interest on a Security of such series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

     

    (3)           the
date or dates on which the principal of the Securities of such series is
payable;

     

    (4)           the
rate or rates (or manner of calculation thereof) at which the Securities of such
series shall bear interest, if any, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any Interest
Payment Date;

     

    (5)           the
place or places where the principal of and any premium and interest on
Securities of such series shall be payable;

     

    (6)           the
period or periods within which, the Redemption Price or Prices or the Repayment
Price or Prices, as the case may be, at which and the terms and conditions upon
which Securities of such series may be redeemed or repaid (including the
applicability of Section 11.09), as the case may be, in whole or in part, at the
option of the Company or the Holder;

     

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

     

    
      
        
        

      

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

     

    (9)           provisions,
if any, with regard to the conversion or exchange of the Securities of such
series, at the option of the Holders thereof or the Company, as the case may be,
for or into new Securities of a different series or other
securities;

     

    (10)           if
other than U.S. dollars, the currency or currencies or units based on or related
to currencies in which the Securities of such series shall be denominated and in
which payments of principal of, and any premium and interest on, such Securities
shall or may be payable;

     

    (11)           if
the principal of (and premium, if any) or interest, if any, on the Securities of
such series are to be payable, at the election of the Company or a Holder
thereof, in a coin or currency (including a composite 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;

     

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

     

    (13)           any
limit upon the aggregate principal amount of the Securities of such series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Sections 3.04,
3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to
Section 3.03, are deemed never to have been authenticated and delivered
hereunder);

     

    (14)           provisions,
if any, with regard to the exchange of Securities of such series, at the option
of the Holders thereof, for other Securities of the same series of the same
aggregate principal amount or of a different authorized series or different
authorized denomination or denominations, or both;

     

    (15)           provisions,
if any, with regard to the appointment by the Company of an Authenticating Agent
in one or more places other than the location of the office of the Trustee with
power to act on behalf of the Trustee and subject to its direction in the
authentication and delivery of the Securities of any one or more series in
connection with such transactions as shall be specified in the provisions of
this Indenture or in or pursuant to such Board Resolution or indenture
supplemental hereto;

     

    (16)           the
portion of the principal amount of Securities of the series, if other than the
principal amount thereof, which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.02 or provable in
bankruptcy pursuant to Section 5.04;

     

    
      
        
        

      

      
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    (17)           any
Event of Default with respect to the Securities of such series, if not set forth
herein, and any additions, deletions or other changes to the Events of Default
set forth herein that shall be applicable to the Securities of such
series;

     

    (18)           any
covenant solely for the benefit of the Securities of such series and any
additions, deletions or other changes to the provisions of Article VIII, Article
X or Section 1.01 or any definitions relating to such Article that would
otherwise be applicable to the Securities of such series;

     

    (19)           if
Section 4.03 of this Indenture shall not be applicable to the Securities of such
series and if Section 4.03 shall be applicable to any covenant or Event of
Default established in or pursuant to a Board Resolution or in an indenture
supplemental hereto as described above that has not already been established
herein;

     

    (20)           any
amendments or modifications to the subordination provisions in Article
XII;

     

    (21)           if
the Securities of such series shall be issued in whole or in part in the form of
a Global Security or Securities, the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for
other individual Securities; and the Depository for such Global Security or
Securities;

     

    (22)           if
the Securities of such series shall be guaranteed, the terms and conditions of
such Guarantees and provisions for the accession of the guarantors to certain
obligations hereunder; and

     

    (23)           any
other terms of such series, including, without limitations, any restrictions on
transfer related thereto.

     

    All upon
such terms as may be determined in or pursuant to such Board Resolution or
indenture supplemental hereto with respect to such series. The form of the
Securities of each series shall be established pursuant to the provisions of
this Indenture in or pursuant to the Board Resolution or in the indenture
supplemental hereto creating such series. The Securities of each series shall be
distinguished from the Securities of each other series in such manner,
reasonably satisfactory to the Trustee, as the Board of Directors may
determine.

     

    Unless
otherwise provided with respect to Securities of a particular series, the
Securities of any series may only be issuable in registered form, without
coupons.

     

    Any terms
or provisions in respect of the Securities of any series issued under this
Indenture may be determined pursuant to this Section by providing for the method
by which such terms or provisions shall be determined.

     

    Section
3.02 Denominations. The
Securities of each series shall be issuable in such denominations and currency
as shall be provided in the provisions of this Indenture or in or pursuant to
the Board Resolution or the indenture supplemental hereto creating such series.
In the absence of any such provisions with respect to the Securities of any
series, the Securities of that series shall be issuable only in fully registered
form in denominations of $1,000 and any integral multiple thereof.

     

    
      
        
        

      

      
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    Section
3.03 Execution, Authentication and Delivery and Dating. The
Securities shall be executed on behalf of the Company by any Responsible
Officer. The signature of any of these officers on the Securities may be manual
or facsimile. 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 executed by the Company to the Trustee for
authentication; and the Trustee shall, upon Company Order, authenticate and
deliver such Securities as in this Indenture provided and not
otherwise.

     

    Prior to
any such authentication and delivery, the Trustee shall be provided with the
Officers’ Certificate required to be furnished to the Trustee pursuant to
Section 1.02, and the Board Resolution and any certificate relating to the
issuance of the series of Securities required to be furnished pursuant to
Section 2.02, an Opinion of Counsel substantially to the effect
that:

     

    (1)           all
instruments furnished to the Trustee conform to the requirements of the
Indenture and constitute sufficient authority hereunder for the Trustee to
authenticate and deliver such Securities;

     

    (2)           the
form and terms of such Securities have been established in conformity with the
provisions of this Indenture;

     

    (3)           all
laws and requirements with respect to the execution and delivery by the Company
of such Securities have been complied with, the Company has the corporate power
to issue such Securities and such Securities have been duly authorized and
delivered by the Company and, assuming due authentication and delivery by the
Trustee, constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws and legal principles affecting creditors’ rights generally from time
to time in effect and to general equitable principles, whether applied in an
action at law or in equity) and entitled to the benefits of this Indenture,
equally and ratably with all other Securities, if any, of such series
Outstanding;

     

    (4)           when
applicable, the Indenture is qualified under the Trust Indenture Act;
and

     

    (5)           such
other matters as the Trustee may reasonably request; and, if the authentication
and delivery relates to a new series of Securities created by an indenture
supplemental hereto, also stating that all laws and requirements with respect to
the form and execution by the Company of the supplemental indenture with respect
to that series of Securities have been complied with, the Company has corporate
power to execute and deliver any such supplemental indenture and has taken all
necessary corporate action for those purposes and any such supplemental
indenture has been duly executed and delivered and constitutes the legal, valid
and binding obligation of the Company enforceable in accordance with its terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws and legal principles
affecting creditors’ rights generally from time to time in effect and to general
equitable principles, whether applied in an action at law or in
equity).

     

    
      
        
        

      

      
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    The
Trustee shall not be required to authenticate such Securities if the issue
thereof will adversely affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture.

     

    Unless
otherwise provided in the form of Security for any series, all Securities shall
be dated the date of their authentication.

     

    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 or facsimile signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.09, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    Section
3.04 Temporary Securities. Pending
the preparation of definitive Securities of any series, the Company may execute,
and, upon receipt of the documents required by Section 3.03, together with a
Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive 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.

     

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

     

    Section
3.05 Registration, Transfer and Exchange. The
Company shall keep or cause to be kept a register or registers (herein sometimes
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, or of
Securities of a particular series, and of transfers of Securities or of
Securities of such series. Any such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the information contained in such register or
registers shall be available for inspection by the Trustee at the office or
agency to be maintained by the Company as provided in Section 10.02. There shall
be only one Security Register per series of Securities.

     

    
      
        
        

      

      
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    Subject
to Section 2.04, upon surrender for registration of transfer of any Security of
any series at the office or agency of the Company maintained for such purpose in
a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of such series of any authorized
denominations, of a like aggregate principal amount and Stated Maturity and of
like tenor and terms.

     

    Subject
to Section 2.04, at the option of the Holder, Securities of any series may be
exchanged for other Securities of such series of any authorized denominations,
of a like aggregate principal amount and Stated Maturity and of like tenor and
terms, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Securityholder making the exchange is entitled to receive. 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.

     

    Every
Security presented or surrendered for registration of transfer or 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 Trustee duly executed, by the Holder thereof or his attorney
duly authorized in writing.

     

    Unless
otherwise provided in the Security to be registered for transfer or exchanged,
no service charge shall be made on any Securityholder for any registration of
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) 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 3.04, 9.06 or 11.07 not involving any transfer. The Company
shall not be required (i) to issue, register the transfer of or exchange any
Security of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
such series selected for redemption under Section 11.03 and ending at the close
of business on the date of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in
part.

     

    None of
the Company, the Trustee, any agent of 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.

     

    
      
        
        

      

      
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    Section
3.06 Mutilated, Destroyed, Lost and Stolen Securities. If (i)
any mutilated Security is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and (ii) there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a protected purchaser, the Company shall execute and upon
its written request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security, a new
Security of like tenor, series, Stated Maturity and principal amount, bearing a
number not contemporaneously outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     

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

     

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

     

    Section
3.07 Payment of Interest; Interest Rights Preserved. Unless
otherwise provided with respect to such Security pursuant to Section 3.01,
interest on any Security which 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 Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

     

    Any
interest on any Security which 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 registered Holder on the relevant Regular
Record Date by virtue of his having been such Holder; and, except as hereinafter
provided, such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (1) or clause (2) below:

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names any such Securities (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
“Special Record Date”). The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security 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 reasonably
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 (1) provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first
class postage prepaid, to the Holder of each such Security at his address 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 mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such Special Record Date
and shall no longer be payable pursuant to the following clause
(2).

     

    
      
        
        

      

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

     

    If any
installment of interest the Stated Maturity of which is on or prior to the
Redemption Date for any Security called for redemption pursuant to Article XI is
not paid or duly provided for on or prior to the Redemption Date in accordance
with the foregoing provisions of this Section, such interest shall be payable as
part of the Redemption Price of such Securities.

     

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

     

    Section
3.08 Persons Deemed Owners. The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Section 3.07) interest on, such Security and for all other purposes
whatsoever, whether or not such 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. 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 in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     

    
      
        
        

      

      
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    Section
3.09 Cancellation. All
Securities surrendered for payment, redemption, registration of transfer,
exchange or credit against a sinking fund shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Security shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. The Trustee shall dispose of all canceled Securities in
accordance with its standard procedures and deliver a certificate of such
disposition to the Company upon its written request therefor.

     

    Section
3.10 CUSIP and CINS Numbers.  The
Company in issuing any Securities may use “CUSIP” and “CINS” numbers (if then
generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers
in notices of redemption as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on such Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on such Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers in such notices of
redemption.

     

    Section
3.11 Computation of Interest.  Unless
otherwise provided as contemplated in Section 3.01, interest on the Securities
shall be calculated on the basis of a 360-day year of twelve 30-day
months.

     

    Section
3.12 Delayed Issuance of Securities.  Notwithstanding
any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to
deliver to the Trustee an Officers’ Certificate, Board Resolution, indenture
supplemental hereto, Opinion of Counsel or Company Order otherwise required
pursuant to Sections 1.02, 2.02, 3.01 and 3.03 at or prior to the time of
authentication of each Security of such series if such documents are delivered
to the Trustee or its agent at or prior to the authentication upon original
issuance of the first Security of such series to be issued; provided that any
subsequent request by the Company to the Trustee to authenticate Securities of
such series upon original issuance shall constitute a representation and
warranty by the Company that as of the date of such request, the statements made
in the Officers’ Certificate or other certificates delivered pursuant to
Sections 1.02 and 2.02 shall be true and correct as if made on such
date.

     

    A Company
Order, Officers’ Certificate or Board Resolution or indenture supplemental
hereto delivered by the Company to the Trustee in the circumstances set forth in
the preceding paragraph may provide that Securities which are the subject
thereof will be authenticated and delivered by the Trustee or its agent on
original issue from time to time in the aggregate principal amount, if any,
established for such series pursuant to such procedures reasonably acceptable to
the Trustee as may be specified from time to time by Company Order upon the
telephonic, electronic or written order of Persons designated in such Company
Order, Officers’ Certificate, indenture supplemental hereto or Board Resolution
(any such telephonic or electronic instructions to be promptly confirmed in
writing by such Persons) and that such Persons are authorized to determine,
consistent with such Company Order, Officers’ Certificate, indenture
supplemental hereto or Board Resolution, such terms and conditions of said
Securities as are specified in such Company Order, Officers’ Certificate,
indenture supplemental hereto or Board Resolution.

     

    
      
        
        

      

      
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    ARTICLE
IV

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section
4.01 Satisfaction and Discharge of Indenture. Unless
pursuant to Section 3.01 provision is made that this Section shall not be
applicable to the Securities of any series, this Indenture shall cease to be of
further effect with respect to any series of Securities (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or in the form of Security for such
series), and the Trustee, on receipt of a Company Request and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when:

     

    (1)           either

     

    (A)           all
Securities of that series theretofore authenticated and delivered (other than
(i) Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.06, and
(ii) Securities of such series for whose payment money in the Required
Currency has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 10.03) have been delivered to the Trustee canceled
or for cancellation; or

     

    (B)           all
such Securities of that series not theretofore delivered to the Trustee canceled
or for cancellation:

     

    (1)           have
become due and payable, or

     

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

     

    (3)           are
to be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount in
the Required Currency sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee canceled or for
cancellation, for principal (and premium, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable), or
to the Stated Maturity or Redemption Date, as the case may be;

     

    (2)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Securities of such series; and (3) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Securities of
such series have been complied with.

     

    
      
        
        

      

      
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    Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee with respect to that
series under Section 6.07 shall survive and the obligations of the Company and
the Trustee under Sections 3.05, 3.06, 4.02, 10.02 and 10.03 shall survive
such satisfaction and discharge.

     

    Section
4.02 Application of Trust Money. Subject
to the provisions of the last paragraph of Section 10.03, all money, property
and securities deposited with the Trustee pursuant to Section 4.01 or Section
4.03 shall be held in trust and applied by it, in accordance with the provisions
of the series of Securities in respect of which it was deposited and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     

    Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money, property or securities
deposited with and held by it as provided in Section 4.03 and this Section 4.02
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent satisfaction and discharge, Discharge (as
defined below) or covenant defeasance, provided that the Trustee shall not be
required to liquidate any securities in order to comply with the provisions of
this paragraph.

     

    Section
4.03 Defeasance Upon Deposit of Funds or Government Obligations. Unless
pursuant to Section 3.01 provision is made that this Section shall not be
applicable to the Securities of any series, at the Company’s option, either (a)
the Company and the Guarantors, if any, shall be deemed to have been Discharged
(as defined below) from its obligations with respect to any series of Securities
after the applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 10.05 and Article VIII (and any
other Sections or covenants applicable to such Securities that are determined
pursuant to Section 3.01 to be subject to this provision), the Guarantors, if
any, shall be released from the Guarantees and clause (4) of Section 5.01 of
this Indenture (and any other Events of Default applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this provision)
shall be deemed not to be an Event of Default with respect to any series of
Securities at any time after the applicable conditions set forth below have been
satisfied:

     

    (1)           the
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds, 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) the equivalent in securities of the government which
issued the currency in which the Securities are denominated or government
agencies backed by the full faith and credit of such government which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide freely available funds on or prior to the due date of
any payment, money in an amount, or (iii) a combination of (i) and (ii),
sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge each
installment of principal (including mandatory sinking fund payments) and any
premium of, interest on and any repurchase or redemption obligations with
respect to the outstanding Securities of such series on the dates such
installments of interest or principal or repurchase or redemption obligations
are due (before such a deposit, if the Securities of such series are then
redeemable or may be redeemed in the future pursuant to the terms thereof, in
either case at the option of the Company, the Company may give to the Trustee,
in accordance with Section 11.02, a notice of its election to redeem all of the
Securities of such series at a future date in accordance with Article
XI);

     

    
      
        
        

      

      
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    (2)           no
Event of Default or event (including such deposit) 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 (other
than an Event of Default resulting from the borrowing of funds to be applied to
such deposit);

     

    (3)           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 recognize income, gain or
loss for Federal income tax purposes as a result of the Company’s exercise of
its option under this Section 4.03 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 option had not been exercised, and, in the case of Securities
being Discharged, accompanied by a ruling to that effect from the Internal
Revenue Service, unless, as set forth in such Opinion of Counsel, there has been
a change in the applicable Federal income tax law since the date of this
Indenture such that a ruling from the Internal Revenue Service is no longer
required;

     

    (4)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit referred to in paragraph (1) above was not made by the Company
with the intent of preferring the Holders over other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

     

    (5)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to
the Securities of such series have been complied with.

     

    If the
Company, at its option, with respect to a series of Securities, satisfies the
applicable conditions pursuant to either clause (a) or (b) of the first sentence
of this Section, then (A), in the event the Company satisfies the conditions to
clause (a) and elects clause (a) to be applicable, each of the Guarantors, if
any, shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, its respective guarantee of the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series and (B) in either case, each
of the Guarantors, if any, shall cease to be under any obligation to comply with
any term, provision or condition set forth in any covenants applicable to such
Securities that are determined pursuant to Section 3.01 to be subject to this
provision, and any Events of Default applicable to such series of Securities
that are determined pursuant to Section 3.01 to be subject to this provision
shall be deemed not to be an Event of Default with respect to such series of
Securities at any time thereafter.

     

    
      
        
        

      

      
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    “Discharged” means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, the Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Securities of
such series (and the Trustee, on receipt of a Company Request and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
(A) the rights of Holders of Securities to receive, from the trust fund
described in clause (1) above, payment of the principal and any premium of and
any interest on such Securities when such payments are due; (B) the Company’s
obligations with respect to such Securities under Sections 3.05, 3.06, 4.02,
6.07, 10.02 and 10.03; (C) the Company’s right of redemption, if any, with
respect to any Securities of such series pursuant to Article XI, in which case
the Company may redeem the Securities of such series in accordance with Article
XI by complying with such Article and depositing with the Trustee, in accordance
with Section 11.05, an amount of money sufficient, together with all amounts
held in trust pursuant to Section 4.02 with respect to Securities of such
series, to pay the Redemption Price of all the Securities of such series to be
redeemed; and (D) the rights, powers, trusts, duties and immunities of the
Trustee hereunder. A “Discharge” shall mean the
meeting by the Company of the foregoing requirements. Section 4.04
Reinstatement. If the Trustee or Paying Agent is unable to apply any money,
property or securities in accordance with Section 4.02 of this Indenture, by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and, if applicable, the Guarantors’ obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.01 or 4.03 of this
Indenture, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money, property or securities in accordance with
Section 4.02 of this Indenture; provided that, if the Company has made any
payment of principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money,
property or securities held by the Trustee or Paying Agent.

     

    ARTICLE
V

    REMEDIES

     

    Section
5.01 Events of Default. “Event
of Default”, wherever used herein, means with respect to any series of
Securities any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the indenture supplemental
hereto or Board Resolution creating such series of Securities or in the form of
Security for such series:

     

    (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;
or

     

    
      
        
        

      

      
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    (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 payment of any sinking or purchase fund or analogous obligation when the
same becomes due by the terms of the Securities of such series; or

     

    (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture in respect of the Securities of such series (other than a
covenant or warranty in respect of the Securities of such series a default in
the performance of which or the breach of which is elsewhere in this Section
specifically dealt with), all of such covenants and warranties in the Indenture
which are not expressly stated to be for the benefit of a particular series of
Securities being deemed in respect of the Securities of all series for this
purpose, and continuance of such default or breach for a period of 90 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
 33-1/3% 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 of an order for relief against the Company or any Significant Subsidiary
thereof under Title 11, United States Code (the “Federal Bankruptcy Act”) by a
court having jurisdiction in the premises or a decree or order by a court having
jurisdiction in the premises adjudging the Company or any Significant Subsidiary
thereof a bankrupt or insolvent under any other applicable Federal or State law,
or the entry of a decree or order approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Subsidiary thereof under the Federal Bankruptcy Act
or any other applicable Federal or State law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any Significant Subsidiary thereof 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 unstayed and in effect for a period of
90 consecutive days; or

     

    (6)           the
consent by the Company or any Significant Subsidiary thereof to the institution
of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the Federal
Bankruptcy Act or any other applicable Federal or State law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any Significant Subsidiary thereof 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 or any
Significant Subsidiary thereof in furtherance of any such action;
or

     

    
      
        
        

      

      
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    (7)           any
other Event of Default provided in the indenture supplemental hereto or Board
Resolution under which such series of Securities is issued or in the form of
Security for such series.

     

    Section
5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default described in paragraph (1), (2), (3), (4) or (7) (if the Event
of Default under clause (4) or (7) is with respect to less than all series of
Securities then Outstanding) of Section 5.01 occurs and is continuing with
respect to any series, then and in each and every such case, unless the
principal of all the Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 33-1/3% in aggregate
principal amount of the Securities of such series then Outstanding hereunder
(each such series acting as a separate class), by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series and all accrued
interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in clause (4) or (7)
(if the Event of Default under clause (4) or (7) is with respect to all series
of Securities then Outstanding), of Section 5.01 occurs and is continuing, then
and in each and every such case, unless the principal of all the Securities
shall have already become due and payable, either the Trustee or the Holders of
not less than 33-1/3% in aggregate principal amount of all the Securities then
Outstanding hereunder (treated as one class), by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if any Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Securities then Outstanding and all accrued interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding. If an Event of Default of
the type set forth in clause (5) or (6) of Section 5.01 occurs and is
continuing, the principal of and any interest on the Securities then Outstanding
shall become immediately due and payable.

     

    At any
time after such a declaration of acceleration has been made with respect to the
Securities of any or all series, as the case may be, 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 Holders of a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

     

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

     

    (A)           all
overdue installments of interest on the Securities of such series;
and

     

    (B)           the
principal of (and premium, if any, on) any Securities of such series which have
become due otherwise than by such declaration of acceleration, and interest
thereon at the rate or rates prescribed therefor by the terms of the Securities
of such series, to the extent that payment of such interest is lawful;
and

     

    
      
        
        

      

      
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    (C)           interest
upon overdue installments of interest at the rate or rates prescribed therefor
by the terms of the Securities of such series to the extent that payment of such
interest is lawful; and

     

    (D)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 6.07; and

     

    (2)           all
Events of Default with respect to such series of Securities, other than the
nonpayment of the principal of the Securities of such series which have become
due solely by such acceleration, have been cured or waived as provided in
Section 5.13.

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    Section
5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:

     

    (1)           default
is made in the payment of any installment of interest on any Security of any
series when such interest becomes due and payable; or

     

    (2)           default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof; or

     

    (3)           default
is made in the payment of any sinking or purchase fund or analogous obligation
when the same becomes due by the terms of the Securities of any
series;

     

    and any
such default continues for any period of grace provided with respect to the
Securities of such series, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holder of any such Security (or the Holders of any
such series in the case of clause (3) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the
case of clause (3) above) for principal (and premium, if any) and interest, with
interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor by
the terms of any such Security (or of Securities of any such series in the case
of clause (3) above); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.07.
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, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities of such series and
collect the money 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 any series of Securities 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 shall deem 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
5.04 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 proceedings or otherwise:

     

    (i)           to
file and prove a claim for the whole amount of principal (or portion thereof
determined pursuant to Section 3.01(16) to be provable in bankruptcy) (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary and advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due the Trustee under Section 6.07) and of the
Securityholders 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
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.

     

    Section
5.05 Trustee May Enforce Claims Without Possession of Securities. All
rights of action and claims under this Indenture or the Securities of any series
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities of such series 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 reasonable compensation,
expenses, disbursements and advances of the Trustee, its agent and counsel and
any other amounts due the Trustee under Section 6.07, be for the ratable benefit
of the Holders of the Securities of the series in respect of which such judgment
has been recovered.

     

    
      
        
        

      

      
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    Section
5.06 Application of Money Collected. Any
money collected by the Trustee with respect to a series of Securities 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, upon presentation of the
Securities of such series 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 6.07.

     

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

     

    THIRD: To the
Company.

     

    Section
5.07 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 Securities of such series;

     

    (2)           the
Holders of not less than 33-1/3% in principal amount of the outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

     

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

     

    (4)           the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and (5) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of such series;

     

    it being
understood and intended that no one or more Holders of Securities of such series
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 Holders of Securities of such series, or to obtain or to seek to obtain
priority or preference over any other such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
proportionate benefit of all the Holders of all Securities of such
series.

     

    
      
        
        

      

      
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    Section
5.08 Unconditional Right of Securityholders to Receive Principal, Premium and
Interest.
Notwithstanding any other provisions 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 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on the Redemption Date or
Repayment Date, as the case may be) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of
such Holder.

     

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

     

    Section
5.10 Rights and Remedies Cumulative. No
right or remedy herein conferred upon or reserved to the Trustee or to the
Securityholders 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
5.11 Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any Security 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 Securityholders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Securityholders, as
the case may be.

     

    Section
5.12 Control by Securityholders. The
Holders of a majority in principal amount of the Outstanding Securities of any
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,
provided that: (1) the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, determines that the
action so directed may not lawfully be taken or would conflict with this
Indenture or if the Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part in such
direction, and (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

     

    Section
5.13 Waiver of Past Defaults. The
Holders of not less than a majority in 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, except a default not theretofore cured:

     

    (1)           in
the payment of the principal of (or premium, if any) or interest on any Security
of such series, or in the payment of any sinking or purchase fund or analogous
obligation with respect to the Securities of such series, or

     

    
      
        
        

      

      
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    (2)           in
respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series.

     

    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
5.14 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 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 and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series to which the suit relates, or to any
suit instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on an Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date, as
the case may be).

     

    Section
5.15 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
6.01 Certain Duties and Responsibilities. (a)
Except during the continuance of an Event of Default with respect to any series
of Securities:

     

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

     

    
      
        
        

      

      
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    (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 (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

     

    (b)           In
case an Event of Default with respect to any series of Securities has occurred
and is continuing, the Trustee shall exercise with respect to the Securities of
such series such of the rights and powers vested in it by this Indenture and any
indenture supplemental hereto or Board Resolution relating to such series of
Securities, 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 willful misconduct, except that:

     

    (4)           this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;

     

    (5)           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;

     

    (6)           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 principal amount of the Outstanding Securities of any series
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

     

    (7)           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
shall have 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
6.02 Notice of Defaults. Within
90 days after the occurrence of any default hereunder with respect to Securities
of any series, the Trustee shall transmit by mail to all Securityholders of such
series, as their names and addresses appear in the Security Register, notice of
all defaults 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 on any Security of
such series or in the payment of any sinking or purchase fund installment or
analogous obligation 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 and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Securityholders of such series; and
provided, further, that in the case of any default of the character specified in
Section 5.01(4) with respect to Securities of such series no such notice to
Securityholders of such series shall be given until at least 90 days after the
occurrence thereof. For the purpose of this Section, the term “default”, with
respect to Securities of any series, means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of such series.

     

    
      
        
        

      

      
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    Section
6.03 Certain Rights of Trustee. Except
as otherwise provided in Section 6.01:

     

    (a)           the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document 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 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 Officers’
Certificate;

     

    (d)           the
Trustee may consult with counsel and the written advice of such counsel or an
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
Securityholders pursuant to this Indenture, unless such Securityholders shall
have offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

     

    (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 or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

     

    
      
        
        

      

      
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    (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;

     

    (h)           the
Trustee shall not be charged with knowledge of any default (as defined in
Section 6.02) or Event of Default with respect to the Securities of any series
for which it is acting as Trustee unless either (1) a Responsible Officer of the
Trustee assigned to the Corporate Trust Department of the Trustee (or any
successor division or department of the Trustee) shall have actual knowledge of
such default or Event of Default or (2) written notice of such default or
Event of Default shall have been given to the Trustee by the Company or any
other obligor on such Securities or by any Holder of such
Securities;

     

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

     

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

     

    Section
6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

     

    Section
6.05 May Hold Securities. The
Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.08 and
6.13, may otherwise deal with the Company or any Guarantor, if applicable, with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

     

    Section
6.06 Money Held in Trust. Subject
to the provisions of Section 10.03 hereof, all moneys in any currency or
currency received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Company.

     

    
      
        
        

      

      
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    Section
6.07 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 shall be
determined to have been caused by its own negligence or bad faith; and (3) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, 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 lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (and premium, if any) or interest on particular
Securities.

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(5) or (6), the expenses and the compensation
for the services are intended to constitute expenses of administration under any
bankruptcy law.

     

    The
Company’s obligations under this Section 6.07 and any lien arising hereunder
shall survive the resignation or removal of any Trustee, the discharge of the
Company’s obligations pursuant to Article IV of this Indenture and/or the
termination of this Indenture.

     

    Section
6.08 Disqualification; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the second to last paragraph of Section 310(b) of
the Trust Indenture Act.

     

    Section
6.09 Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder with respect to each series of
Securities, which shall be either:

     

    (i)           a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by Federal or State authority,
or

     

    
      
        
        

      

      
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    (ii)           a
corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by authority
of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustees; in either case having a combined capital and surplus of
at least $50,000,000. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
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. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as trustee for the Securities of any series issued hereunder. If at any time the
Trustee with respect to any series of Securities shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in Section 6.10.

     

    Section 6.10 Resignation and
Removal.

     

    (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 under Section 6.11.

     

    (b)           The
Trustee may resign with respect to any series of Securities at any time by
giving written notice thereof to the Company. If an instrument of acceptance by
a successor Trustee shall not have 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.

     

    (c)           The
Trustee may be removed with respect to any series of Securities at any time by
Act of the Holders of a majority in principal amount of the outstanding
Securities of that series, delivered to the Trustee and to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the
removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    (d)           If
at any time:

     

    (8)           the
Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
pursuant to Section 6.08 with respect to any series of Securities after written
request therefor by the Company or by any Securityholder who has been a bona
fide Holder of a Security of that series for at least six months, unless the
Trustee’s duty to resign is stayed in accordance with the provisions of Section
310(b) of the Trust Indenture Act, or

     

    
      
        
        

      

      
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    (9)           the
Trustee shall cease to be eligible under Section 6.09 with respect to any series
of Securities and shall fail to resign after written request therefor by the
Company or by any such Securityholder, or

     

    (10)           the
Trustee shall become incapable of acting with respect to any series of
Securities, or

     

    (11)           the
Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee, with respect to the
series, or in the case of clause (4), with respect to all series, or (ii)
subject to Section 5.14, any Securityholder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee with
respect to the series, or, in the case of clause (4), with respect to all
series.

     

    (e)           If
the Trustee shall resign, be removed or become incapable of acting with respect
to any series of Securities, or if a vacancy shall occur in the office of the
Trustee with respect to any series of Securities for any cause, the Company, by
Board Resolution, shall promptly appoint a successor Trustee for that series of
Securities.

     

    If,
within one year after such resignation, removal or incapacity, or the occurrence
of such vacancy, a successor Trustee with respect to such series of Securities
shall be appointed by Act of the Holders of a majority in 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, become the successor Trustee with respect to
such series and supersede the successor Trustee appointed by the Company with
respect to such series. If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Securityholders of such
series and accepted appointment in the manner hereinafter provided, subject to
Section 5.14, any Securityholder who has been a bona fide Holder of a Security
of that series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.

     

    (f)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to any series and each appointment of a successor Trustee with
respect to any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Securities of that series as their
names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee and the address of its principal Corporate
Trust Office.

     

    
      
        
        

      

      
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    Section
6.11 Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee
shall become effective with respect to any series as to which it is resigning or
being removed as Trustee, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee with respect to any such series; but, on
request of the Company or the successor Trustee, such predecessor Trustee shall,
upon payment of its reasonable charges, if any, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the predecessor Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such predecessor
trustee hereunder with respect to all or any such series, subject nevertheless
to its lien, if any, provided for in Section 6.07. 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.

     

    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 predecessor
Trustee and each successor Trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not being succeeded shall continue to be vested in the predecessor
Trustee, and 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 indenture supplemental hereto 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.

     

    No
successor Trustee with respect to any series of Securities shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible with respect to that series under this
Article.

     

    Section
6.12 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 of 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.

     

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

     

    
      
        
        

      

      
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    Section
6.14 Appointment of Authenticating Agent. At any
time when any of the Securities remain Outstanding the Trustee, with the
approval of the Company, may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, 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. 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 an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, 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
shall cease 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.

     

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

     

    
      
        
        

      

      
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    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. If an appointment with respect
to one or more series is made pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following
form:

     

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

     

    [Name of
Authenticating Agent]

     

    __________________________

    by


     

    As
Authenticating Agent


     

    _________________________

    by


     

    As
Authorized Agent


     

    __________________________

    


     

    Dated
____________________

     

    ARTICLE
VII

    SECURITYHOLDERS’
LISTS AND REPORTS BY

    TRUSTEE
AND COMPANY

     

    Section
7.01 Company to Furnish Trustee Names and Addresses of
Securityholders. The
Company will furnish or cause to be furnished to the Trustee:

     

    (1)           semi-annually,
not more than 15 days after December 15 and June 15 in each year in such form as
the Trustee may reasonably require, a list of the names and addresses of the
Holders of Securities of each series as of such December 15 and June 15, as
applicable, and

     

    (2)           at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that if and so long as the Trustee shall be the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

     

    Section 7.02 Preservation of
Information; Communications to Securityholders.

     

    (a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Securities contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and addresses
of Holders of Securities received by the Trustee in its capacity as Security
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

     

    
      
        
        

      

      
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    (b)           If
three or more Holders of Securities of any series (hereinafter 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 of such series
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 of Securities of such series or with the Holders of all Securities with
respect to their rights under this Indenture or under such Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election,
either:

     

    (12)           afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a), or

     

    (13)           inform
such applicants as to the approximate number of Holders of Securities of such
series or all Securities, as the case may be, whose names and addresses appear
in the information preserved at the time by the Trustee in accordance with
Section 7.02(a), and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any, specified in
such application.

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder of a Security of such series or to all Securityholders, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee 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 interests of the Holders of
Securities of such series or all Securityholders, as the case may be, 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, shall enter 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 shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all Securityholders of such series or all Securityholders, as
the case may be, with reasonable promptness after the entry of such order and
the renewal of such tender; 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, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 7.02(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 7.02(b).

     

    Section 7.03 Reports by
Trustee.

     

    (a)           Within
60 days after May 15 of each year commencing with the first May 15 after the
issuance of Securities, the Trustee shall transmit by mail, at the Company’s
expense, to all Holders as their names and addresses appear in the Security
Register, as provided in Trust Indenture Act 313(c), a brief report dated as of
May 15 in accordance with and with respect to the matters required by Trust
Indenture Act Section 313(a).

     

    (b)           The
Trustee shall transmit by mail, at the Company’s expense, to all Holders as
their names and addresses appear in the Security Register, as provided in Trust
Indenture Act 313(c), a brief report in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(b).

     

    (c)           A
copy of each such report shall, at the time of such transmission to Holders, be
furnished to the Company and, in accordance with Trust Indenture Act Section
313(d), be filed by the Trustee with each stock exchange upon which the
Securities are listed, and also with the Commission.

     

    Section
7.04 Reports by Company. The
Company shall file with the Trustee, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. The Company also
shall comply with the other provisions of Trust Indenture Act Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

     

    ARTICLE
VIII

    CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER

     

    Section
8.01 Consolidation, Merger, Conveyance or Transfer on Certain Terms. Except
as otherwise set forth in an indenture supplemental hereto or Board Resolution
creating such series of Securities or in the form of security for such Series,
the Company shall not consolidate with or merge into any other Person or convey
or transfer its properties and assets substantially as an entirety to any
Person, unless:

     

    (1)           the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and assets of the
Company substantially as an entirety shall be organized and existing under the
laws of the United States of America or 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 reasonably satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance of every covenant of this
Indenture (as supplemented from time to time) on the part of the Company to be
performed or observed;

     

    
      
        
        

      

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

     

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

     

    Section
8.02 Successor Person Substituted. Upon
any consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer 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 had been
named as the Company herein. In the event of any such conveyance or transfer,
the Company as the predecessor shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be dissolved, wound up
or liquidated at any time thereafter.

     

    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01 Supplemental Indentures Without Consent of Securityholders. Except
as otherwise set forth in an indenture supplemental hereto or Board Resolution
creating such series of Securities or in the form of Security for such series,
without the consent of the Holders of any Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following
purposes:

     

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

     

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

     

    
      
        
        

      

      
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    (3)           to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture;
or

     

    (4)           to
add to this Indenture such provisions as may be expressly permitted by the TIA,
excluding, however, the provisions referred to in Section 316(a)(2) of the TIA
as in effect at the date as of which this instrument was executed or any
corresponding provision in any similar federal statute hereafter enacted;
or

     

    (5)           to
establish any form of Security, as provided in Article II, to provide for the
issuance of any series of Securities as provided in Article III and to set forth
the terms thereof, and/or to add to the rights of the Holders of the Securities
of any series; or

     

    (6)           to
evidence and provide for the acceptance of appointment by another corporation as
a successor Trustee hereunder with respect to one or more series of Securities
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 Section 6.11; or

     

    (7)           to
add any additional Events of Default in respect of the Securities of any or all
series (and if such additional Events of Default are to be in respect of less
than all series of Securities, stating that such Events of Default are expressly
being included solely for the benefit of one or more specified series);
or

     

    (8)           to
provide for uncertificated Securities in addition to or in place of certificated
Securities and to provide for bearer Securities; provided that uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code of 1986, as amended, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of such Internal
Revenue Code; or

     

    (9)           to
provide for the terms and conditions of conversion into Common Stock or other
Marketable Securities of the Securities of any series which are convertible into
Common Stock or other Marketable Securities, if any; or

     

    (10)           to
secure the Securities of any series; or

     

    (11)           to
add Guarantees in respect of any series or all of the Securities;
or

     

    (12)           to
make any other change that does not adversely affect the rights of the Holders
of any or all series of Securities; or

     

    (13)           to
make any change necessary to comply with any requirement of the Commission in
connection with the qualification of this Indenture or any supplemental
indenture under the Trust Indenture Act.

     

    
      
        
        

      

      
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    No
supplemental indenture for the purposes identified in clauses (2), (3) or (5)
above may be entered into if to do so would adversely affect the rights of the
Holders of Outstanding Securities of any series in any material
respect.

     

    Section
9.02 Supplemental Indentures With Consent of Securityholders. Except
as otherwise set forth in an indenture supplemental hereto or Board Resolution
creating such series of Securities or in the form of security for such Series,
with the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities of all series affected by such supplemental
indenture or indentures (acting as one class), by Act of said Holders delivered
to the Company and the Trustee (in accordance with Section 1.04 hereof), the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

     

    (1)           change
the Maturity of the principal of, or the Stated Maturity of any premium on, or
any installment of interest on, any Security, or reduce the principal amount
thereof or the interest or any premium thereon, or change the method of
computing the amount of principal thereof or interest thereon on any date or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Maturity
or the Stated Maturity, as the case may be, thereof (or, in the case of
redemption or repayment, on or after the Redemption Date or the Repayment Date,
as the case may be), or alter the provisions of this Indenture so as to affect
adversely the terms, if any, of conversion of any Securities into Common Stock
or other securities; or

     

    (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
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 9.02, Section 5.13 or Section 10.06,
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; or

     

    (4)           impair
or adversely affect the right of any Holder to institute suit for the
enforcement of any payment on, or with respect to, the Securities of any series
on or after the Stated Maturity of such Securities (or in the case of
redemption, on or after the Redemption Date);

     

    (5)           amend
or modify Section 13.01 of this Indenture in any manner adverse to the rights of
the Holders of the Outstanding Securities of any series; or (6) make any change
in the terms of the subordination of the Securities in a manner adverse in any
material respect to the Holders of any series of Outstanding
Securities.

     

    
      
        
        

      

      
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    For
purposes of this Section 9.02, if the Securities of any series are issuable upon
the exercise of warrants, each holder of an unexercised and unexpired warrant
with respect to such series shall be deemed to be a Holder of Outstanding
Securities of such series in the amount issuable upon the exercise of such
warrant. For such purposes, the ownership of any such warrant shall be
determined by the Company in a manner consistent with customary commercial
practices. The Trustee for such series shall be entitled to rely on an Officers’
Certificate as to the principal amount of Securities of such series in respect
of which consents shall have been executed by holders of such warrants. A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of Holders of Securities of any other series.

     

    It shall
not be necessary for any Act of Securityholders 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.

     

    Section
9.03 Subordination Unimpaired. This
Indenture may not be amended at any time to alter the subordination, as provided
herein, of any of the Securities then Outstanding without the written consent of
the requisite holders of each series of debt securities representing Senior
Indebtedness (as determined in accordance with terms of the instrument governing
such Senior Indebtedness) then outstanding that would be adversely affected
thereby.

     

    Section
9.04 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 6.01) 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 which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    Section
9.05 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 to the extent provided therein.

     

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

     

    Section
9.07 Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, 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.

     

    
      
        
        

      

      
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    Section
9.08 Notice of Supplemental Indentures.  Promptly
after the execution by the Company, any affected Guarantor and the Trustee of
any Supplemental Indenture pursuant to the provisions of Section 9.02, the
Company shall give notice thereof to the Securityholders of each Outstanding
Security affected, in the manner provided for in Section 1.06, setting forth in
general terms the substance of such Supplemental Indenture.  Any
failure by the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment or
waiver.

     

    Section
9.09 Revocation and Effect of Consents, Waivers and Actions.  Until
an amendment, waiver or other action by Securityholders becomes effective, a
consent to it or any other action by a Securityholder of any series hereunder is
a continuing consent by such Securityholder and every subsequent Securityholder
of that Security, even if notation of the consent, waiver or action is not made
on such Security.  However, any such Securityholder or subsequent
Securityholder may revoke the consent, waiver or action as to such
Securityholder’s Security if the Trustee receives the notice of revocation
before the consent of the requisite aggregate principal amount of the Securities
of such series affected then outstanding has been obtained and not
revoked.  After an amendment, waiver or action becomes effective, it
shall bind every Securityholder of the affected series, except as provided in
Section 9.02.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to consent to any amendment or
waiver.  If a record date is fixed, then, notwithstanding the first
two sentences of the immediately preceding paragraph, those persons who were
Securityholders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be Securityholders after such record date.  No such
consent shall be valid or effective for more than 90 days after such record
date.

     

    ARTICLE
X

    COVENANTS

     

    Section
10.01 Payment of Principal, Premium and Interest. With
respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

     

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

     

    
      
        
        

      

      
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    Unless
otherwise set forth in, or pursuant to, a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby
initially designates as the Place of Payment for each series of Securities, the
Borough of Manhattan, the City and State of New York, and initially appoints the
Trustee at its Corporate Trust Office as the Company’s office or agency for each
such purpose in such city.

     

    Section
10.03 Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the Securities of such series, 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 shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
to act. Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on, any Securities of such series, deposit with a
Paying Agent a sum sufficient 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 (and premium, if any) 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 other than the Trustee for any series of
Securities 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 principal of (and premium, if any) or
interest on Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

     

    (2)           give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any such payment of principal (and
premium, if any) or interest on the Securities of such series; 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 with respect to any series of Securities 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 in respect of
each and every series of Securities as to which it seeks to discharge this
Indenture or, if for any other purpose, all sums so held in trust by the Company
in respect of all Securities, 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.

     

    
      
        
        

      

      
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    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on 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. The Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company mail to the Holders of the
Securities as to which the money to be repaid was held in trust, as their names
and addresses appear in the Security Register, a notice that such moneys remain
unclaimed and that, after a date specified in the notice, which shall not be
less than 30 days from the date on which the notice was first mailed to the
Holders of the Securities as to which the money to be repaid was held in trust,
any unclaimed balance of such moneys then remaining will be paid to the Company
free of the trust formerly impressed upon it.

     

    Section
10.04 Statement as to Compliance. The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating that:

     

    (1)           a
review of the activities of the Company during such year and of performance
under this Indenture and under the terms of the Securities 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 and has complied with all conditions and
covenants on its part contained in this Indenture through such year, or, if
there has been a default in the fulfillment of any such obligation, covenant or
condition, specifying each such default known to him and the nature and status
thereof.

     

    For the
purpose of this Section 10.04, default and compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

     

    Section
10.05 Legal 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 legal existence.

     

    Section
10.06 Waiver of Certain Covenants. The
Company may omit in respect of any series of Securities, in any particular
instance, to comply with any covenant or condition set forth in Sections 10.04
or 10.05 or set forth in a Board Resolution or indenture supplemental hereto
with respect to the Securities of such series, unless otherwise specified in
such Board Resolution or indenture supplemental hereto, if before or after the
time for such compliance the Holders of not less than a majority in principal
amount of the Outstanding Securities of all series affected by such waiver
(voting as one class) shall, by Act of such Securityholders delivered to the
Company and the Trustee (in accordance with Section 1.04 hereof), either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect. Nothing in this Section 10.06 shall permit the waiver of
compliance with any covenant or condition set forth in such Board Resolution or
indenture supplemental hereto which, if in the form of an indenture supplemental
hereto, would not be permitted by Section 9.02 without the consent of the Holder
of each Outstanding Security affected thereby.

     

    
      
        
        

      

      
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    ARTICLE
XI

    REDEMPTION
OF SECURITIES

     

    Section
11.01 Applicability of Article. The
Company may reserve the right to redeem and pay before Stated Maturity all or
any part of the Securities of any series, either by optional redemption, sinking
or purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to
Section 2.02 and on such terms as are specified in such form or in the Board
Resolution or indenture supplemental hereto with respect to Securities of such
series as provided in Section 3.01. Redemption of Securities of any series shall
be made in accordance with the terms of such Securities and, to the extent that
this Article does not conflict with such terms, the succeeding Sections of this
Article. Notwithstanding anything to the contrary in this Indenture, except in
the case of redemption pursuant to a sinking fund, the Trustee shall not make
any payment in connection with the redemption of Securities until the close of
business on the Redemption Date.

     

    Section
11.02 Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities redeemable at the election of
the Company shall be evidenced by, or pursuant to authority granted by, a Board
Resolution. In case of any redemption at the election of the Company of less
than all of 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 shall
be reasonably satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series and the
Tranche (as defined in Section 11.03) to be redeemed.

     

    In the
case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition.

     

    Section
11.03 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of like tenor and terms of any series (a “Tranche”) are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such Tranche not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may include
provision for the selection for redemption of portions of
the  principal of Securities of such Tranche of a denomination larger
than the minimum authorized denomination for Securities of that series. Unless
otherwise provided in the terms of a particular series of Securities, the
portions of the principal of Securities so selected for partial redemption shall
be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such series. If less than all the Securities of unlike tenor and
terms of a series are to be redeemed, the particular Tranche of Securities to be
redeemed shall be selected by the Company.

     

    
      
        
        

      

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

     

    Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed
by an authorized officer of the Company and delivered to the Trustee at least 45
days prior to the Redemption Date (unless a shorter period shall be reasonably
satisfactory to the Trustee) as being owned of record and beneficially by, and
not pledged or hypothecated by either, (a) the Company or (b) an entity
specifically identified in such written statement as being an Affiliate of the
Company.

     

    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 Security redeemed or to be redeemed only in part, to the portion of the
principal of such Security which has been or is to be redeemed.

     

    Section
11.04 Notice of Redemption. Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 15 (unless otherwise provided in the Board Resolution or indenture
supplemental hereto establishing the relevant series) nor more than 45 days
prior to the Redemption Date, to each holder of Securities to be redeemed, at
his address appearing in the Security Register.

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date;

     

    (2)           the
Redemption Price;

     

    (3)           if
less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed;

     

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

     

    
      
        
        

      

      
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    (5)           the
place where such Securities are to be surrendered for payment of the Redemption
Price, which shall be the office or agency of the Company in the Place of
Payment;

     

    (6)           that
the redemption is on account of a sinking or purchase fund, or other analogous
obligation, if that be the case;

     

    (7)           if
such Securities are convertible into Common Stock or other securities, the
Conversion Price or other conversion price and the date on which the right to
convert such Securities into Common Stock or other securities will terminate;
and

     

    (8)           if
applicable, that the redemption may be rescinded by the Company, at its sole
option, pursuant to Section 11.09 of this Indenture upon the occurrence of a
Redemption Rescission Event.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company; provided that if the Trustee is asked to give
such notice it shall be given at least five Business Days prior
notice.

     

    Section
11.05 Deposit of Redemption Price. On or
prior to any Redemption Date and subject to Section 11.09, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of all the Securities
which are to be redeemed on that date. If any Security to be redeemed is
converted into Common Stock or other securities, any money so deposited with the
Trustee or a Paying Agent shall be paid to the Company upon Company Request or,
if then so segregated and held in trust by the Company, shall be discharged from
such trust.

     

    Section
11.06 Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, subject to Section 11.09, on the Redemption Date, become due and payable
at the Redemption Price therein specified and from and after such date (unless
the Company shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest and any rights to convert such
Securities shall terminate. Upon surrender of such Securities for redemption in
accordance with the notice and subject to Section 11.09, such Securities shall
be paid by the Company at the Redemption Price. Unless otherwise provided with
respect to such Securities pursuant to Section 3.01, installments of interest
the Stated Maturity of which is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such on the relevant
Regular Record Dates according to their terms and the provisions of Section
3.07.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security, or as otherwise provided in such
Security.

     

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

     

    
      
        
        

      

      
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    Section
11.08 Provisions with Respect to Any Sinking Funds. Unless
the form or terms of any series of Securities shall provide otherwise, in lieu
of making all or any part of any mandatory sinking fund payment with respect to
such series of Securities in cash, the Company may at its option (1) deliver to
the Trustee for cancellation any Securities of such series theretofore acquired
by the Company or converted by the Holder thereof into Common Stock or other
securities, or (2) receive credit for any Securities of such series (not
previously so credited) acquired by the Company (including by way of optional
redemption (pursuant to the sinking fund or otherwise but not by way of
mandatory sinking fund redemption) or converted by the Holder thereof into
Common Stock or other securities and theretofore delivered to the Trustee for
cancellation, and if it does so then (i) Securities so delivered or credited
shall be credited at the applicable sinking fund Redemption Price with respect
to Securities of such series, and (ii) on or before the 60th day next preceding
each sinking fund Redemption Date with respect to such series of Securities, the
Company will deliver to the Trustee (A) an Officers’ Certificate specifying the
portions of such sinking fund payment to be satisfied by payment of cash and by
delivery or credit of Securities of such series acquired by the Company or
converted by the Holder thereof, and (B) such Securities, to the extent not
previously surrendered. Such Officers’ Certificate shall also state the basis
for such credit and that the Securities for which the Company elects to receive
credit have not been previously so credited and were not acquired by the Company
through operation of the mandatory sinking fund, if any, provided with respect
to such Securities and shall also state that no Event of Default with respect to
Securities of such series has occurred and is continuing. All Securities so
delivered to the Trustee shall be canceled by the Trustee and no Securities
shall be authenticated in lieu thereof.

     

    If the
sinking fund payment or payments (mandatory or optional) with respect to any
series of Securities made in cash plus any unused balance of any preceding
sinking fund payments with respect to Securities of such series made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request), unless
otherwise provided by the terms of such series of Securities, that cash shall be
applied by the Trustee on the sinking fund Redemption Date with respect to
Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 11.06. The Trustee shall select, in the manner provided in
Section 11.03, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 11.04 (and with the
effect provided in Section 11.06) for the redemption of Securities in part at
the option of the Company. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Securities of such series shall be added to
the next cash sinking fund payment with respect to Securities of such series
received by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 11.08. Any and all sinking
fund moneys with respect to Securities of any series held by the Trustee at the
Maturity of Securities of such series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Securities of such
series at Maturity.

     

    
      
        
        

      

      
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    On or
before each sinking fund Redemption Date provided with respect to Securities of
any series, the Company shall pay to the Trustee in cash a sum equal to all
accrued interest, if any, to the date fixed for redemption on Securities to be
redeemed on such sinking fund Redemption Date pursuant to this Section
11.08.

     

    Section
11.09 Rescission of Redemption. In the
event that this Section 11.09 is specified to be applicable to a series of
Securities pursuant to Section 3.01 and a Redemption Rescission Event shall
occur following any day on which a notice of redemption shall have been given
pursuant to Section 11.04 hereof but at or prior to the time and date fixed for
redemption as set forth in such notice of redemption, the Company may, at its
sole option, at any time prior to the earlier of (i) the close of business on
that day which is two Trading Days following such Redemption Rescission Event
and (ii) the time and date fixed for redemption as set forth in such notice,
rescind the redemption to which such notice of redemption shall have related by
making a public announcement of such rescission (the date on which such public
announcement shall have been made being hereinafter referred to as the
“Rescission Date”). The Company shall be deemed to have made such announcement
if it shall issue a release to the Dow Jones New Service, Reuters Information
Services or any successor news wire service. From and after the making of such
announcement, the Company shall have no obligation to redeem Securities called
for redemption pursuant to such notice of redemption or to pay the Redemption
Price therefor and all rights of Holders of Securities shall be restored as if
such notice of redemption had not been given. As promptly as practicable
following the making of such announcement, the Company shall telephonically
notify the Trustee and the Paying Agent of such rescission. The Company shall
give notice of any such rescission by first-class mail, postage prepaid, mailed
as promptly as practicable but in no event later than the close of business on
that day which is five Trading Days following the Rescission Date to each Holder
of Securities at the close of business on the Rescission Date and to the Trustee
and the Paying Agent. Each notice of rescission shall (A) state that the
redemption described in the notice of redemption has been rescinded and
(B) state that such form must be properly completed and received by the
Company no later than the close of business on a date that shall be 15 Trading
Days following the date of the mailing of such notice of
rescission.

     

    ARTICLE
XII

    SUBORDINATION
OF SECURITIES

     

    Section
12.01 Agreement of Subordination. The
Company covenants and agrees, and each holder of Securities issued hereunder by
his acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article XII; and each
Securityholder, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.

     

    
      
        
        

      

      
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    The
payment of the principal of, premium, if any, and interest on all Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

     

    The
provisions of this Article XII define the subordination of the Securities, as
obligations of the Company, with respect to Senior Indebtedness of the Company,
as defined for the Company. All such provisions shall also be deemed to apply in
the same way (mutatis mutandis) to each Guarantor, with appropriate
corresponding references to the Senior Indebtedness of such Guarantor. No
provision of this Article XII shall prevent the occurrence of any default or
Event of Default hereunder.

     

    Section
12.02 Payments to Securityholders. In the
event and during the continuation of any default in the payment of principal,
premium, interest or any other payment due on any Senior Indebtedness of the
Company continuing beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness of the Company, then,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no payment shall be made by the Company with respect to the
principal of, or premium, if any, or interest on the Securities, except sinking
fund payments made by the acquisition of Securities under Section 11.08
prior to the happening of such default and payments made pursuant to Article IV
hereof from monies deposited with the Trustee pursuant thereto prior to the
happening of such default.

     

    Upon any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made on account of the
principal (and premium, if any) or interest on the Securities (except payments
made pursuant to Article IV hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such dissolution, winding-up,
liquidation or reorganization); and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Company, or distribution of
assets of the Company of and kind or character, whether in cash, property or
securities, to which the holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article XII, shall (except as
aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness of the Company held by such holders, as calculated by the
Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness of the Company may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness of
the Company in full, in money or money’s worth, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness
of the Company, before any payment or distribution is made to the holders of the
Securities or to the Trustee.

     

    
      
        
        

      

      
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    In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee or the
holders of the Securities before all Senior Indebtedness of the Company is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of Senior Indebtedness of the
Company or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness of the Company may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of all Senior Indebtedness of the Company remaining unpaid to the extent
necessary to pay all Senior Indebtedness of the Company in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness. For purposes of
this Article XII, the words, “cash, property or securities” shall not be deemed
to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to
the extent provided in this Article XII with respect to the Securities to the
payment of all Senior Indebtedness of the Company which may at the time be
outstanding; provided that (i) the Senior Indebtedness of the Company is assumed
by the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness of
the Company (other than leases) and of leases which are assumed are not, without
the consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 12.02 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article 8 hereof. Nothing in this Section 12.02
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.07.

     

    Section
12.03 Subrogation of Securities. Subject
to the payment in full of all Senior Indebtedness of the Company, the rights of
the holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness of the Company to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior
Indebtedness of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of the Company of any cash, property or securities to which the
holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XII no payment over pursuant to the provisions of
this Article XII, to or for the benefit of the holders of Senior Indebtedness of
the Company by holders of the Securities or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Securities, be deemed to be a payment by the Company to
or on account of the Senior Indebtedness of the Company. It is understood that
the provisions of this Article XII are and are intended solely for the purpose
of defining the relative rights of the holders of the Securities, on the one
hand, and the holders of the Senior Indebtedness of the Company, on the other
hand.

     

    
      
        
        

      

      
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    Nothing
contained in this Article XII or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of its Senior Indebtedness, and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company other than
the holders of its Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XII of the holders of Senior
Indebtedness of the Company in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

     

    Upon any
payment or distribution of assets of the Company referred to in this Article
XII, the Trustee, subject to the provisions of Section 6.01, and the holders of
the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of the Securities, for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.

     

    Section
12.04 Authorization by Securityholders. Each
holder of a Security by his acceptance thereof authorizes and directs the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XII appoints the Trustee
his attorney-in-fact for any and all such purposes.

     

    Section
12.05 Notice to Trustee. The
Company shall give promptly written notice to a Responsible Officer of the
Trustee of any fact known to the Company which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XII, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office of the Trustee from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 6.01, shall be entitled in all respects to assume that no such facts
exist; provided that if on a date not fewer than three Business Days prior to
the date upon which by the terms hereof any such monies may become payable for
any purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Security) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
12.05, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date.

     

    
      
        
        

      

      
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    Notwithstanding
anything to the contrary hereinbefore set forth, nothing shall prevent any
payment by the Company or the Trustee to the Securityholders of monies in
connection with a redemption of Securities if (i) notice of such redemption has
been given pursuant to Article XI or Section 4.01 hereof prior to the receipt by
the Trustee of written notice as aforesaid, and (ii) such notice of redemption
is given not earlier than 60 days before the redemption date. The Trustee
conclusively shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company (or a trustee on behalf of such holder) to establish that such notice
has been given by a holder of Senior Indebtedness of the Company or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness of the Company to participate in any
payment or distribution pursuant to this Article XII, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness of the Company held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article XII, and if such evidence is not furnished the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

     

    Section
12.06 Trustee’s Relation to Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XII in respect of any Senior Indebtedness of the Company at any
time held by it, to the same extent as any other holder of Senior Indebtedness
of the Company and nothing elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

     

    With
respect to the holders of Senior Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness of the Company
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the
Company and the Trustee shall not be liable to any holder of Senior Indebtedness
of the Company if it shall pay over or deliver to holders of Securities, the
Company or any other Person money or assets to which any holder of Senior
Indebtedness of the Company shall be entitled by virtue of this Article XII or
otherwise.

     

    Section
12.07 No Impairment of Subordination. No
right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charge with.

     

    Section
12.08 Rights of Trustee. Nothing
in this Article XII shall apply to claims of or payments to, the Trustee
pursuant to Section 6.07 or 4.02.

     

    
      
        
        

      

      
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    Section
12.09 Applicable to Paying Agents. The
term “Trustee” as used in this Article XII, shall (unless the context otherwise
requires) be construed as extending to and including the Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article XII in addition to in place of the Trustee; provided, however,
that Sections 12.06 and 12.08 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

     

    ARTICLE
XIII

    GUARANTEES

     

    Section
13.01 Guarantees. Any
series of Securities may be guaranteed by one or more of the Subsidiaries of the
Company or other Persons. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for the particular series
of Securities. Each Guarantor, as primary obligor and not merely as surety, will
fully, irrevocably and unconditionally guarantee, on a subordinated basis, to
each Holder of Securities (including each Holder of Securities issued under the
Indenture after the date of this Indenture) and to the Trustee and its
successors and assigns (i) the full and punctual payment of principal of and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
this Indenture (including obligations to the Trustee) and the Securities and
(ii) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture and the Securities. The
obligations of each Guarantor under any such Guarantee will be junior and
subordinated in right of payment to the Senior Indebtedness of such Guarantor in
the same manner and to the same extent as the Securities are subordinated to the
Senior Indebtedness of the Issuer.

     

    (a)           Each
of the Guarantors further agrees to waive presentment to, demand of payment from
and protest to the Company or any other Person, and also waives diligence,
notice of acceptance of its Guarantee, presentment, demand for payment, notice
of protest for nonpayment, the filing of claims with a court in the event of
merger or bankruptcy of the Company or any other Person and any right to require
a proceeding first against the Company or any other Person. The obligations of
the Guarantors shall not be affected by any failure or policy on the part of the
Trustee to exercise any right or remedy under this Indenture or the Securities
of any series.

     

    (b)           The
obligation of each Guarantor to make any payment hereunder may be satisfied by
causing the Company or any other Person to make such payment. If any Holder of
any Security or the Trustee is required by any court or otherwise to return to
the Company or any Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to any of the Company or any Guarantor, any
amount paid by any of them to the Trustee or such Holder, the Guarantee of such
Guarantor, to the extent theretofore discharged, shall be reinstated in full
force and effect.

     

    (c)           Each
Guarantor also agrees to pay any and all reasonable costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder of
Securities in enforcing any of their respective rights under its
Guarantees.

     

    
      
        
        

      

      
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    (d)           Any
term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of each of the Guarantees shall not exceed the maximum amount
that can be guaranteed by the relevant Guarantor without rendering the relevant
Guarantee under this Indenture voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

     

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

     

    
      
        	 	TWO HARBORS INVESTMENT
      CORP.	 
	 	 	 	 
	
                 

              	
                By:

              	 
      	 
	 	Name:	 
      	 
	 	Title:	 
      	 
	 	 	 	 


      

    

    
       

      
        
          	 	[TRUSTEE], as
      Trustee	 
	 	 	 	 
	
                   

                	
                  By:

                	 
      	 
	 	Name:	 
      	 
	 	Title:	 
      	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
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