Unassociated Document


    EXHIBIT
4.4

     

    GENERAL
STEEL HOLDINGS, INC.

     

    INDENTURE

     

    Dated as
of

     

                ,
20    

     

    DEBT
SECURITIES

    
      
        

      

    

    
       

      Trustee

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        CROSS
REFERENCE SHEET* 

         

        Between


         

        Provisions
of Trust Indenture Act (as defined herein) and Indenture, dated as of
[                ],
between GENERAL STEEL HOLDINGS, INC. and
[                      ],
as Trustee: 

         

        
          
            	
                    SECTION OF
      THE ACT 

                  	 
      	
                    SECTION OF
      INDENTURE 

                  	 
      
	
                    310(a)(1) and
      (2) 

                  	 
      	
                    11.04
      

                  	 
      
	
                    310(a)(3) and
      (4) 

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    310(b)
      

                  	 
      	
                    11.01,
      11.04 and 11.05 

                  	 
      
	
                    310(c)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    311(a)
      

                  	 
      	
                    11.11
      

                  	 
      
	
                    311(b)
      

                  	 
      	
                    11.11
      

                  	 
      
	
                    311(c)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    312(a)
      

                  	 
      	
                    10.02,
      10,03 and 14.02 

                  	 
      
	
                    312(b)
      

                  	 
      	
                    10.02
      and 11.10 

                  	 
      
	
                    312(c)
      

                  	 
      	
                    10.02
      and 11.10 

                  	 
      
	
                    313(a)
      

                  	 
      	
                    10.01
      

                  	 
      
	
                    313(b)(1)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    313(b)(2)
      

                  	 
      	
                    10.01
      

                  	 
      
	
                    313(c)
      

                  	 
      	
                    4.03,
      10.01, 11.03, 11.04 and 11.05 

                  	 
      
	
                    313(d)
      

                  	 
      	
                    10.01
      

                  	 
      
	
                    314(a)
      

                  	 
      	
                    6.05
      and 10.02 

                  	 
      
	
                    314(b)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    314(c)(1) and
      (2) 

                  	 
      	
                    16.01
      

                  	 
      
	
                    314(c)(3)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    314(d)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    314(e)
      

                  	 
      	
                    16.01
      

                  	 
      
	
                    314(f)
      

                  	 
      	
                    Inapplicable
      

                  	 
      
	
                    315(a),
      (c) and (d) 

                  	 
      	
                    11.02
      

                  	 
      
	
                    315(b)
      

                  	 
      	
                    11.03
      

                  	 
      
	
                    315(e)
      

                  	 
      	
                    7.08
      and 11.05 

                  	 
      
	
                    316(a)(1)
      

                  	 
      	
                    7.06
      

                  	 
      
	
                    316(a)(2)
      

                  	 
      	
                    Not
      required 

                  	 
      
	
                    316(a) (last
      sentence) 

                  	 
      	
                    Article
      I Definition: “Outstanding” 

                  	 
      
	
                    316(b)
      

                  	 
      	
                    7.07
      

                  	 
      
	
                    316(c)
      

                  	 
      	
                    14.02
      

                  	 
      
	
                    317(a)
      

                  	 
      	
                    7.02
      

                  	 
      
	
                    317(b)
      

                  	 
      	
                    6.02
      

                  	 
      
	
                    318(a)
      

                  	 
      	
                    16.02
      

                  	 
      


          

        

         

        
          
            

          
*This
Cross Reference Sheet is not part of the Indenture. 

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
OF CONTENTS 

         

        
          
            	 
      	 
      	 
      	
                    PAGE
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      I DEFINITIONS 

                  	 
      	
                    1
      

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II FORMS OF SECURITIES 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 2.01  TERMS
      OF THE SECURITIES 

                  	 
      	
                    8
      

                  
	 
      	
                    SECTION 2.02  FORM
      OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

                  	 
      	
                    9
      

                  
	 
      	
                    SECTION 2.03  FORM
      OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION BY AN AUTHENTICATING AGENT
      

                  	
                    F
      

                  	
                    9
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      III THE DEBT SECURITIES 

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    SECTION 3.01  AMOUNT;
      ISSUABLE IN SERIES 

                  	 
      	
                    10
      

                  
	 
      	
                    SECTION 3.02  DENOMINATIONS
      

                  	 
      	
                    12
      

                  
	 
      	
                    SECTION 3.03  EXECUTION,
      AUTHENTICATION, DELIVERY AND DATING 

                  	 
      	
                    12
      

                  
	 
      	
                    SECTION 3.04  TEMPORARY
      SECURITIES 

                  	 
      	
                    13
      

                  
	 
      	
                    SECTION 3.04  REGISTRAR
      

                  	 
      	
                    13
      

                  
	 
      	
                    SECTION 3.06  TRANSFER
      AND EXCHANGE 

                  	 
      	
                    14
      

                  
	 
      	
                    SECTION 3.07  MUTILATED,
      DESTROYED, LOST AND STOLEN SECURITIES 

                  	 
      	
                    16
      

                  
	 
      	
                    SECTION 3.08  PAYMENT
      OF INTEREST; INTEREST RIGHTS PRESERVED 

                  	 
      	
                    17
      

                  
	 
      	
                    SECTION 3.09  CANCELLATION
      

                  	 
      	
                    18
      

                  
	 
      	
                    SECTION
      3.10  COMPUTATION OF INTEREST 

                  	 
      	
                    18
      

                  
	 
      	
                    SECTION
      3.11  CURRENCY OF PAYMENTS IN RESPECT OF SECURITIES
    

                  	 
      	
                    18
      

                  
	 
      	
                    SECTION
      3.12  JUDGMENTS 

                  	 
      	
                    19
      

                  
	 
      	
                    SECTION
      3.13  CUSIP NUMBERS 

                  	 
      	
                    19
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IV REDEMPTION OF SECURITIES 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 4.01  APPLICABILITY
      OF RIGHT OF REDEMPTION 

                  	 
      	
                    19
      

                  
	 
      	
                    SECTION 4.02  SELECTION
      OF SECURITIES TO BE REDEEMED 

                  	 
      	
                    19
      

                  
	 
      	
                    SECTION 4.03  NOTICE
      OF REDEMPTION 

                  	 
      	
                    20
      

                  
	 
      	
                    SECTION 4.04  DEPOSIT
      OF REDEMPTION PRICE 

                  	 
      	
                    20
      

                  
	 
      	
                    SECTION 4.05  SECURITIES
      PAYABLE ON REDEMPTION DATE 

                  	 
      	
                    20
      

                  
	 
      	
                    SECTION 4.06  SECURITIES
      REDEEMED IN PART 

                  	 
      	
                    21
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      V SINKING FUNDS 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 5.01  APPLICABILITY
      OF SINKING FUND 

                  	 
      	
                    21
      

                  
	 
      	
                    SECTION 5.02  MANDATORY
      SINKING FUND OBLIGATION 

                  	 
      	
                    21
      

                  
	 
      	
                    SECTION 5.03  OPTIONAL
      REDEMPTION AT SINKING FUND REDEMPTION PRICE 

                  	 
      	
                    21
      

                  
	 
      	
                    SECTION
      5.04  APPLICATION OF SINKING FUND PAYMENT 

                  	 
      	
                    22
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VI PARTICULAR COVENANTS OF THE COMPANY 

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    SECTION 6.01  PAYMENTS
      OF SECURITIES 

                  	 
      	
                    23
      

                  
	 
      	
                    SECTION 6.02  PAYING
      AGENT 

                  	 
      	
                    23
      

                  
	 
      	
                    SECTION 6.03  TO
      HOLD PAYMENT IN TRUST 

                  	 
      	
                    23
      

                  
	 
      	
                    SECTION 6.04  MERGER,
      CONSOLIDATION AND SALE OF ASSETS 

                  	 
      	
                    24
      

                  
	 
      	
                    SECTION 6.05  COMPLIANCE
      CERTIFICATE 

                  	 
      	
                    25
      

                  
	 
      	
                    SECTION 6.06  CONDITIONAL
      WAIVER BY HOLDERS OF SECURITIES 

                  	 
      	
                    25
      

                  
	 
      	
                    SECTION 6.07  STATEMENT
      BY OFFICERS AS TO DEFAULT 

                  	 
      	
                    25
      

                  


             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VII REMEDIES OF TRUSTEE AND SECURITYHOLDERS 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 7.01  EVENTS
      OF DEFAULT 

                  	 
      	
                    25
      

                  
	 
      	
                    SECTION 7.02  ACCELERATION;
      RESCISSION AND ANNULMENT 

                  	 
      	
                    27
      

                  
	 
      	
                    SECTION 7.03  OTHER
      REMEDIES 

                  	 
      	
                    28
      

                  
	 
      	
                    SECTION 7.04  TRUSTEE
      AS ATTORNEY-IN-FACT 

                  	 
      	
                    28
      

                  
	 
      	
                    SECTION 7.05  PRIORITIES
      

                  	 
      	
                    29
      

                  
	 
      	
                    SECTION 7.06  CONTROL
      BY SECURITYHOLDERS; WAIVER OF PAST DEFAULTS 

                  	 
      	
                    29
      

                  
	 
      	
                    SECTION 7.07  LIMITATION
      ON SUITS 

                  	 
      	
                    29
      

                  
	 
      	
                    SECTION 7.08  UNDERTAKING
      FOR COSTS 

                  	 
      	
                    30
      

                  
	 
      	
                    SECTION 7.09  REMEDIES
      CUMULATIVE 

                  	 
      	
                    30
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 8.01  EVIDENCE
      OF ACTION TAKEN BY SECURITYHOLDERS 

                  	 
      	
                    30
      

                  
	 
      	
                    SECTION 8.02  PROOF
      OF EXECUTION OR HOLDING OF SECURITIES 

                  	 
      	
                    31
      

                  
	 
      	
                    SECTION 8.03  PERSONS
      DEEMED OWNERS 

                  	 
      	
                    31
      

                  
	 
      	
                    SECTION 8.04  EFFECT
      OF CONSENTS 

                  	 
      	
                    31
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IX SECURITYHOLDERS MEETINGS 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 9.01  PURPOSE
      OF MEETINGS 

                  	 
      	
                    32
      

                  
	 
      	
                    SECTION 9.02  CALL
      OF MEETINGS BY TRUSTEE 

                  	 
      	
                    32
      

                  
	 
      	
                    SECTION 9.03  CALL
      OF MEETINGS BY COMPANY OR SECURITYHOLDERS 

                  	 
      	
                    32
      

                  
	 
      	
                    SECTION
      9.04  QUALIFICATIONS FOR VOTING 

                  	 
      	
                    32
      

                  
	 
      	
                    SECTION 9.05  REGULATION
      OF MEETINGS 

                  	 
      	
                    32
      

                  
	 
      	
                    SECTION
      9.06  VOTING 

                  	 
      	
                    33
      

                  
	 
      	
                    SECTION
      9.07  NO DELAY OF RIGHTS BY MEETING 

                  	 
      	
                    33
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      X REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS
      

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 10.01  REPORTS
      BY TRUSTEE 

                  	 
      	
                    33
      

                  
	 
      	
                    SECTION 10.02  REPORTS
      BY COMPANY 

                  	 
      	
                    34
      

                  
	 
      	
                    SECTION 10.03  SECURITYHOLDERS’
      LISTS 

                  	 
      	
                    34
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XI CONCERNING THE TRUSTEE 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 11.01  RIGHTS
      OF TRUSTEES; COMPENSATION AND INDEMNITY 

                  	 
      	
                    34
      

                  
	 
      	
                    SECTION 11.02  DUTIES
      OF TRUSTEE 

                  	 
      	
                    36
      

                  
	 
      	
                    SECTION 11.03  NOTICE
      OF DEFAULTS 

                  	 
      	
                    37
      

                  
	 
      	
                    SECTION 11.04  ELIGIBILITY;
      DISQUALIFICATION 

                  	 
      	
                    37
      

                  
	 
      	
                    SECTION 11.05  REGISTRATION
      AND NOTICE; REMOVAL 

                  	 
      	
                    37
      

                  
	 
      	
                    SECTION 11.06  SUCCESSOR
      TRUSTEE BY APPOINTMENT 

                  	 
      	
                    38
      

                  
	 
      	
                    SECTION
      11.07  SUCCESSOR TRUSTEE BY MERGER 

                  	 
      	
                    39
      

                  
	 
      	
                    SECTION
      11.08  RIGHT TO RELY ON OFFICER’S CERTIFICATE 

                  	 
      	
                    39
      

                  
	 
      	
                    SECTION
      11.09  APPOINTMENT OF AUTHENTICATING AGENT 

                  	 
      	
                    40
      

                  
	 
      	
                    SECTION
      11.10  COMMUNICATIONS BY SECURITYHOLDERS WITH OTHER
      SECURITYHOLDERS 

                  	 
      	
                    40
      

                  
	 
      	
                    SECTION
      11.11  PREFERENTIAL COLLECTION OF CLAIMS
      AGAINST COMPANY 

                  	 
      	
                    40
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XII SATISFACTION AND DISCHARGE; DEFEASANCE 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 12.01  APPLICABILITY
      OF ARTICLE 

                  	 
      	
                    40
      

                  
	 
      	
                    SECTION 12.02  SATISFACTION
      AND DISCHARGE INDENTURE 

                  	 
      	
                    41
      

                  
	 
      	
                    SECTION 12.03  DEFEASANCE
      UPON DEPOSIT MONEYS OR U.S. GOVERNMENT OBLIGATIONS 

                  	 
      	
                    42
      

                  
	 
      	
                    SECTION 12.04  REPAYMENT
      TO COMPANY 

                  	 
      	
                    42
      

                  
	 
      	
                    SECTION 12.05  INDEMNITY
      FOR U.S. GOVERNMENT OBLIGATIONS 

                  	 
      	
                    42
      

                  
	 
      	
                    SECTION 12.06  APPLICATION
      OF TRUST MONEY 

                  	 
      	
                    42
      

                  
	 
      	
                    SECTION 12.07  DEPOSITS
      OF NON-U.S. CURRENCIES 

                  	 
      	
                    43
      

                  


             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XIII IMMUNITY OF CERTAIN PERSONS 

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    SECTION 13.01  NO
      PERSONAL LIABILITY 

                  	 
      	
                    43
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XIV SUPPLEMENTAL INDENTURES 

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    SECTION 14.01  WITHOUT
      CONSENT OF SECURITYHOLDERS 

                  	 
      	
                    43
      

                  
	 
      	
                    SECTION 14.02  WITH
      CONSENT OF SECURITYHOLDERS; LIMITATIONS 

                  	 
      	
                    45
      

                  
	 
      	
                    SECTION 14.03  TRUSTEE
      PROTECTED 

                  	 
      	
                    46
      

                  
	 
      	
                    SECTION 14.04  EFFECT
      OF EXECUTION OF SUPPLEMENTAL INDENTURE 

                  	 
      	
                    46
      

                  
	 
      	
                    SECTION
      14.05  NOTATION ON OR EXCHANGE OF SECURITIES 

                  	 
      	
                    46
      

                  
	 
      	
                    SECTION
      14.06  CONFORMITY WITH TIA 

                  	 
      	
                    46
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XV SUBORDINATION OF SECURITIES 

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    SECTION
      15.01  AGREEMENT TO SUBORDINATE 

                  	 
      	
                    46
      

                  
	 
      	
                    SECTION
      15.02  DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND
      REORGANIZATION, SUBROGATION OF SECURITIES 

                  	 
      	
                    47
      

                  
	 
      	
                    SECTION
      15.03  NO PAYMENT ON SECURITIES IN EVENT OF DEFAULT ON SENIOR
      INDEBTEDNESS 

                  	 
      	
                    48
      

                  
	 
      	
                    SECTION
      15.04  PAYMENTS ON SECURITIES PERMITTED 

                  	 
      	
                    48
      

                  
	 
      	
                    SECTION
      15.05  AUTHORIZATION OF SECURITYHOLDERS TO TRUSTEE TO EFFECT
      SUBORDINATION 

                  	 
      	
                    48
      

                  
	 
      	
                    SECTION
      15.06  NOTICES TO TRUSTEE 

                  	 
      	
                    48
      

                  
	 
      	
                    SECTION
      15.07  TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS 

                  	 
      	
                    49
      

                  
	 
      	
                    SECTION
      15.08  MODIFICATIONS OF TERMS OF SENIOR INDEBTEDNESS
      

                  	 
      	
                    49
      

                  
	 
      	
                    SECTION
      15.09  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
      AGENT 

                  	 
      	
                    49
      

                  
	 
      	
                    SECTION
      15.10  SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT
      DEFEASANCE 

                  	 
      	
                    49
      

                  
	 
      	
                    SECTION
      15.11  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS
      

                  	 
      	
                    49
      

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XVI MISCELLANEOUS PROVISIONS 

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    SECTION
      16.01  CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT
      

                  	 
      	
                    50
      

                  
	 
      	
                    SECTION
      16.02  TRUST INDENTURE ACT CONTROLS 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.03  NOTICES TO THE COMPANY AND TRUSTEE 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.04  NOTICES TO SECURITYHOLDERS; WAIVER 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.05  LEGAL HOLIDAY 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.06  EFFECTS OF HEADINGS AND TABLE OF CONTENTS


                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.07  SUCCESSORS AND ASSIGNS 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.08  SEPARABILITY CLAUSE 

                  	 
      	
                    51
      

                  
	 
      	
                    SECTION
      16.09  BENEFITS OF INDENTURE 

                  	 
      	
                    52
      

                  
	 
      	
                    SECTION
      16.10  COUNTERPARTS ORIGINALS 

                  	 
      	
                    52
      

                  
	 
      	
                    SECTION
      16.11  GOVERNING LAW 

                  	 
      	
                    52
      

                  


          

        

        


         

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    INDENTURE
dated as of             ,
20    ,
among General Steel Holdings, Inc., a Nevada corporation (the “Company”),
and                     ,
as trustee (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures, notes, bonds or other evidences of
indebtedness (the “Securities”)
in an aggregate principal amount of up to                     
to be issued from time to time in one or more series as provided in this
Indenture; and

     

    WHEREAS,
all things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been
done.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    That, in
consideration of the premises and the purchase of the Securities by the Holders
thereof for the equal and proportionate benefit of all of the present and future
Holders of the Securities, each party agrees and covenants as
follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

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

     

    (b) all
terms used herein without definition which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein; and

     

    (c) 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.

     

    (d)
References to “Article” or “Section” or other subdivision herein are references
to an Article, Section or other subdivision of the Indenture, unless the context
otherwise requires.

     

    Section 1.01
Definitions.

     

    (a)
Unless otherwise defined in this Indenture or the context otherwise requires,
all terms used herein shall have the meanings assigned to them in the Trust
Indenture Act.

     

    (b)
Unless the context otherwise requires, the terms defined in this
Section 1.01(b) shall for all purposes of this Indenture have the meanings
hereinafter set forth, the following definitions to be equally applicable to
both the singular and the plural forms of any of the terms herein
defined:

     

    Affiliate:

     

    The term
“Affiliate,” with respect to any specified Person shall mean 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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Authenticating
Agent:

     

    The term
“Authenticating Agent” shall have the meaning assigned to it in
Section 11.09.

     

    Board
of Directors:

     

    The term
“Board of Directors” shall mean either the board of directors of the Company or
the executive or any other committee of that board duly authorized to act in
respect hereof.

     

    Board
Resolution:

     

    The term
“Board Resolution” shall mean a copy of a resolution or resolutions certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors (or by a committee of the Board of Directors to the
extent that any such other committee has been authorized by the Board of
Directors to establish or approve the matters contemplated) and to be in full
force and effect on the date of such certification and delivered to the
Trustee.

     

    Business
Day:

     

    The term
“Business Day,” when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

     

    Capital
Stock:

     

    The term
“Capital Stock” shall mean:

     

    (a) in
the case of a corporation, corporate stock;

     

    (b) in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

     

    (c) in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and

     

    (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.

     

    Code:

     

    The term
“Code” shall mean the Internal Revenue Code of 1986 as in effect on the date
hereof.

    


    Company:

     

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

     

    Company
Order:

     

    The term
“Company Order” shall mean a written order signed in the name of the Company by
the Chairman, Chief Executive Officer, President, Chief Financial Officer, any
Vice President, Treasurer, any Assistant Treasurer, Controller, Assistant
Controller, Secretary or any Assistant Secretary of the Company, and delivered
to the Trustee.

     

    Corporate
Trust Office:

     

    The term
“Corporate Trust Office,” or other similar term, shall mean the principal office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at                     ,
or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust officer of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Currency:

     

    The term
“Currency” shall mean U.S. Dollars or Foreign Currency.

     

    Default:

     

    The term
“Default” shall have the meaning assigned to it in
Section 11.03.

     

    Defaulted
Interest:

     

    The term
“Defaulted Interest” shall have the same meaning assigned to it in
Section 3.08(b).

     

    Depositary:

     

    The term
“Depositary” shall mean, with respect to the Securities of any series issuable
in whole or in part in the form of one or more Global Securities, the Person
designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, “Depositary” as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

     

    Designated
Currency:

     

    The term
“Designated Currency” shall have the same meaning assigned to it in
Section 3.12.

     

    Discharged:

     

    The term
“Discharged” shall have the meaning assigned to it in
Section 12.03.

    


    Event
of Default:

     

    The term
“Event of Default” shall have the meaning specified in
Section 7.01.

     

    Exchange
Act:

     

    The term
“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.

     

    Exchange
Rate:

     

    The term
“Exchange Rate” shall have the meaning assigned to it in
Section 7.01.

     

    Floating
Rate Security:

     

    The term
“Floating Rate Security” shall mean a Security that provides for the payment of
interest at a variable rate determined periodically by reference to an interest
rate index specified pursuant to Section 3.01.

     

    Foreign
Currency:

     

    The term
“Foreign Currency” shall mean a currency issued by the government of any country
other than the United States or a composite currency, the value of which is
determined by reference to the values of the currencies of any group of
countries.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    GAAP:

     

    The term
“GAAP,” with respect to any computation required or permitted hereunder, shall
mean generally accepted accounting principles in effect in the United States as
in effect from time to time, including, without limitation, those set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

     

    Global
Security:

     

    The term
“Global Security” shall mean any Security that evidences all or part of a series
of Securities, issued in fully-registered certificated form to the Depositary
for such series in accordance with Section 3.03 and bearing the legend
prescribed in Section 3.03(g).

     

    Holder;
Holder of Securities:

     

    The terms
“Holder” and “Holder of Securities” are defined under “Security holder; Holder
of Securities; Holder.”

     

    Indebtedness:

     

    The term
“Indebtedness” shall mean any and all obligations of a Person for money borrowed
which, in accordance with GAAP, would be reflected on the balance sheet of such
Person as a liability on the date as of which Indebtedness is to be
determined.

     

    Indenture:

     

    The term
“Indenture” or “this Indenture” shall mean this instrument and all indentures
supplemental hereto.

     

    Interest:

     

    The term
“interest” shall mean, with respect to an Original Issue Discount Security that
by its terms bears interest only after Maturity, interest payable after
Maturity.

     

    Interest
Payment Date:

     

    The term
“Interest Payment Date” shall mean, with respect to any Security, the Stated
Maturity of an installment of interest on such Security.

     

    Mandatory
Sinking Fund Payment:

     

    The term
“Mandatory Sinking Fund Payment” shall have the meaning assigned to it in
Section 5.01.

     

    Maturity:

     

    The term
“Maturity,” with respect to any Security, shall mean the date on which the
principal of such Security shall become due and payable as therein and herein
provided, whether by declaration, call for redemption or otherwise.

     

    Members:

     

    The term
“Members” shall have the meaning assigned to it in
Section 3.03(i).

     

    Officer’s
Certificate:

     

    The term
“Officer’s Certificate” shall mean a certificate signed by any of the Chairman
of the Board of Directors, Chief Executive Officer, President, Chief Financial
Officer, any Vice President, Treasurer, any Assistant Treasurer, Controller,
Assistant Controller, Secretary or any Assistant Secretary of the Company and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 16.01 if and to the extent required by the
provisions of such Section.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Opinion
of Counsel:

     

    The term
“Opinion of Counsel” shall mean an opinion in writing signed by legal counsel,
who may be an employee of or of counsel to the Company, or may be other counsel
that meets the requirements provided for in Section 16.01.

     

    Optional
Sinking Fund Payment:

     

    The term
“Optional Sinking Fund Payment” shall have the meaning assigned to it in
Section 5.01.

     

    Original
Issue Discount Security:

     

    The term
“Original Issue Discount Security” shall mean any Security that is issued with
“original issue discount” within the meaning of Section 1273(a) of the Code
and the regulations thereunder and any other Security designated by the Company
as issued with original issue discount for United States federal income tax
purposes.

    


    Outstanding:

     

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

     

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

     

    (b)
Securities or portions thereof for which payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities or Securities as to which the Company’s obligations have been
Discharged; provided, however, that if such Securities or portions thereof are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made;
and

     

    (c)
Securities that have been paid pursuant to Section 3.07(b) or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to a Responsible Officer of the Trustee proof
satisfactory to it that such Securities are held by a protected purchaser in
whose hands such Securities are valid obligations of the Company;

     

    provided,
however, that in determining whether the Holders of the requisite principal
amount of Securities of a series Outstanding have performed any action
hereunder, Securities owned by the Company or any other obligor upon the
Securities of such series or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
action, only Securities of such series that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned that
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 with
respect to such Securities and that the pledgee is not the Company or any other
obligor upon such Securities or any Affiliate of the Company or of such other
obligor. In determining whether the Holders of the requisite principal amount of
Outstanding Securities of a series have performed any action hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purpose shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to
Section 7.02 and the principal amount of a Security denominated in a
Foreign Currency that shall be deemed to be Outstanding for such purpose shall
be the amount calculated pursuant to Section 3.11(b).

     

    Paying
Agent:

     

    The term
“Paying Agent” shall have the meaning assigned to it in
Section 6.02(a).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Person:

     

    The term
“Person” shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a joint stock company, a trust, an unincorporated
organization or a government or an agency or political subdivision
thereof.

     

    Place
of Payment:

     

    The term
“Place of Payment” shall mean, when used with respect to the Securities of any
series, the place or places where the principal of and premium, if any, and
interest on the Securities of that series are payable as specified pursuant to
Section 3.01.

    


    Predecessor
Security:

     

    The term
“Predecessor Security” shall mean, with respect to any Security, 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 3.07 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

     

    Record
Date:

     

    The term
“Record Date” shall mean, with respect to any interest payable on any Security
on any Interest Payment Date, the close of business on any date specified in
such Security for the payment of interest pursuant to
Section 3.01.

     

    Redemption
Date:

     

    The term
“Redemption Date” shall mean, when used with respect to any Security to be
redeemed, in whole or in part, the date fixed for such redemption by or pursuant
to this Indenture and the terms of such Security, which, in the case of a
Floating Rate Security, unless otherwise specified pursuant to
Section 3.01, shall be an Interest Payment Date only.

     

    Redemption
Price:

     

    The term
“Redemption Price,” when used with respect to any Security to be redeemed, in
whole or in part, shall mean the price at which it is to be redeemed pursuant to
the terms of the Security and this Indenture.

     

    Register:

     

    The term
“Register” shall have the meaning assigned to it in
Section 3.05(a).

     

    Registrar:

     

    The term
“Registrar” shall have the meaning assigned to it in
Section 3.05(a).

     

    Responsible
Officers:

     

    The term
“Responsible Officers” of the Trustee hereunder shall mean any Vice President,
any Assistant Vice President, any Trust Officer, any Assistant Trust Officer or
any other officer associated with the corporate trust department of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers, and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

     

    SEC:

     

    The term
“SEC” shall mean the U.S. Securities and Exchange Commission, as constituted
from time to time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Securities
Act:

     

    The term
“Securities Act” shall mean the Securities Act of 1933, as amended.

     

    Security:

     

    The term
“Security” or “Securities” shall have the meaning stated in the recitals and
shall more particularly mean one or more of the Securities duly authenticated by
the Trustee and delivered pursuant to the provisions of this
Indenture.

     

    Security
Custodian:

     

    The term
“Security Custodian” shall mean the custodian with respect to any Global
Security appointed by the Depositary, or any successor Person thereto, and shall
initially be the Paying Agent.

     

    Securityholder;
Holder of Securities; Holder:

     

    The term
“Securityholder” or “Holder of Securities” or “Holder,” shall mean the Person in
whose name Securities shall be registered in the Register kept for that purpose
hereunder.

     

    Senior
Indebtedness:

     

    The term
“Senior Indebtedness” means the principal of (and premium, if any) and unpaid
interest on (x) Indebtedness of the Company, whether outstanding on the
date hereof or thereafter created, incurred, assumed or guaranteed, for money
borrowed other than (a) any Indebtedness of the Company which when
incurred, and without respect to any election under Section 1111(b) of the
Federal Bankruptcy Code, was without recourse to the Company, (b) any
Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to
any employee of the Company, (d) any liability for taxes, (e) Trade
Payables and (f) any Indebtedness of the Company which is expressly
subordinate in right of payment to any other Indebtedness of the Company, and
(y) renewals, extensions, modifications and refundings of any such
Indebtedness. For purposes of the foregoing and the definition of “Senior
Indebtedness,” the phrase “subordinated in right of payment” means debt
subordination only and not lien subordination, and accordingly,
(i) unsecured indebtedness shall not be deemed to be subordinated in right
of payment to secured indebtedness merely by virtue of the fact that it is
unsecured, and (ii) junior liens, second liens and other contractual
arrangements that provide for priorities among Holders of the same or different
issues of indebtedness with respect to any collateral or the proceeds of
collateral shall not constitute subordination in right of payment. This
definition may be modified or superseded by a supplemental
indenture.

     

    Special
Record Date:

     

    The term
“Special Record Date” shall have the meaning assigned to it in
Section 3.08(b)(i).

     

    Stated
Maturity:

     

    The term
“Stated Maturity” when used with respect to any Security or any installment of
interest thereon, shall mean the date specified in such Security as the fixed
date on which the principal (or any portion thereof) of or premium, if any, on
such Security or such installment of interest is due and payable.

    


    Subsidiary:

     

    The term
“Subsidiary,” when used with respect to any Person, shall mean:

     

    (a) any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively
transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof);
and

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) any
partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only
general partners of which are that Person or one or more Subsidiaries of that
Person (or any combination thereof).

     

    Successor
Company:

     

    The term
“Successor Company” shall have the meaning assigned to it in
Section 3.06(i).

     

    Trade
Payables:

     

    The term
“Trade Payables” means accounts payable or any other Indebtedness or monetary
obligations to trade creditors created or assumed by the Company or any
Subsidiary of the Company in the ordinary course of business (including
guarantees thereof or instruments evidencing such liabilities).

     

    Trust
Indenture Act; TIA:

     

    The term
“Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as
amended.

     

    Trustee:

     

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

     

    U.S.
Dollars:

     

    The term
“U.S. Dollars” shall mean such currency of the United States as at the time of
payment shall be legal tender for the payment of public and private
debts.

     

    U.S.
Government Obligations:

     

    The term
“U.S. Government Obligations” shall mean (i) direct non-callable
obligations of, or guaranteed by, the United States or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, in either case, for the payment of which guarantee or
obligation the full faith and credit of the United States is
pledged.

    


    United
States:

     

    The term
“United States” shall mean the United States of America (including the States
and the District of Columbia), its territories and its possessions and other
areas subject to its jurisdiction.

     

    ARTICLE
II

     

    FORMS OF
SECURITIES

     

    Section 2.01
Terms of the
Securities.

     

    (a) The
Securities of each series shall be substantially in the form set forth in a
Company Order or in one or more indentures supplemental hereto, and 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 or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Securities may
be listed or of any automated quotation system on which any such series may be
quoted, or to conform to usage, all as determined by the officers executing such
Securities as conclusively evidenced by their execution of such
Securities.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) The
terms and provisions of the Securities shall constitute, and are hereby
expressly made, a part of this Indenture, and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture
expressly agree to such terms and provisions and to be bound
thereby.

     

    Section 2.02
Form of Trustee’s
Certificate of Authentication.

     

    (a) Only
such of the Securities as shall bear thereon a certificate substantially in the
form of the Trustee’s certificate of authentication hereinafter recited,
executed by the Trustee by manual signature, shall be valid or become obligatory
for any purpose or entitle the Holder thereof to any right or benefit under this
Indenture.

     

    (b) Each
Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in
Section 3.01.

     

    (c) The
form of the Trustee’s certificate of authentication to be borne by the
Securities 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.

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Date of Authentication:

            	 
      	
              
                                     

              

            	 
      	 
      	 
      	 
      	 
      	
              , as Trustee

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              Authorized
      Signatory

            	 
      	 
      


    

    


    Section 2.03
Form of Trustee’s
Certificate of Authentication by an Authenticating Agent.

    


    If at any
time there shall be an Authenticating Agent appointed with respect to any series
of Securities, then the Trustee’s Certificate of Authentication by such
Authenticating Agent to be borne by Securities of each such series shall be
substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Securities issued referred to in the within-mentioned
Indenture.

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Date of Authentication:

            	 
      	
              
                                     

              

            	 
      	 
      	 
      	 
      	 
      	
              , as Trustee

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              as
      Authenticating Agent

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              Authorized
      Signatory

            	 
      	 
      


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    THE DEBT
SECURITIES

     

    Section 3.01
Amount; Issuable in
Series.

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is                     .
The Securities may be issued in one or more series. There shall be set forth in
a Company Order or in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

     

    (a) the
title of the Securities of the series (which shall distinguish the Securities of
such series from the Securities of all other series, except to the extent that
additional Securities of an existing series are being issued);

     

    (b) any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 3.04, 3.06, 3.07, 4.06,
or 14.05);

     

    (c) the
dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of
and premium, if any, on the Securities of such series are or may be payable or
the method by which such date or dates shall be determined or
extended;

     

    (d) the
rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue, or the method by which such date or dates
shall be determined, the Interest Payment Dates on which any such interest shall
be payable, and the Record Dates for the determination of Holders to whom
interest is payable on such Interest Payment Dates or the method by which such
date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;

     

     (e)
if other than U.S. Dollars, the Currency in which Securities of the series shall
be denominated or in which payment of the principal of, premium, if any, or
interest on the Securities of the series shall be payable and any other terms
concerning such payment;

     

    (f) if
the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula
or other method including, but not limited to, an index based on a Currency or
Currencies other than that in which the Securities are stated to be payable, the
manner in which such amounts shall be determined;

     

    (g) if
the principal of, premium, if any, or interest on Securities of the series are
to be payable, at the election of the Company or a Holder thereof, in a Currency
other than that in which the Securities are denominated or stated to be payable
without such election, the period or periods within which, and the terms and
conditions upon which, such election may be made and the time and the manner of
determining the exchange rate between the Currency in which the Securities are
denominated or payable without such election and the Currency in which the
Securities are to be paid if such election is made;

     

    (h) the
place or places, if any, in addition to or instead of the Corporate Trust Office
of the Trustee where the principal of, premium, if any, and interest on
Securities of the series shall be payable, and where Securities of any series
may be presented for registration of transfer, exchange or conversion, and the
place or places where notices and demands to or upon the Company in respect of
the Securities of such series may be made;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i) the
price or prices at which, the period or periods within which or the date or
dates on which, and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option;

     

    (j) the
obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or analogous
provisions or at the option of a Holder thereof and the price or prices at
which, the period or periods within which or the date or dates on which, the
Currency or Currencies in which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;

     

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

     

    (l) if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;

     

    (m)
whether the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be
issued;

     

    (n)
provisions, if any, for the defeasance of Securities of the series in whole or
in part and any addition or change in the provisions related to satisfaction and
discharge;

     

    (o)
whether the Securities of the series are to be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary for such
Global Security or Securities and the terms and conditions, if any, upon which
interests in such Global Security or Securities may be exchanged in whole or in
part for the individual Securities represented thereby;

     

     (p)
the date as of which any Global Security of the series shall be dated if other
than the original issuance of the first Security of the series to be
issued;

     

    (q) the
form of the Securities of the series;

     

    (r) if
the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any additions or changes, if any, to permit or facilitate such conversion or
exchange;

     

    (s)
whether the Securities of such series are subject to subordination and the terms
of such subordination;

     

    (t) any
restriction or condition on the transferability of the Securities of such
series;

     

    (u) any
addition or change in the provisions related to compensation and reimbursement
of the Trustee which applies to Securities of such series;

     

    (v) any
addition or change in the provisions related to supplemental indentures set
forth in Sections 14.04 and 14.02 which applies to Securities of such
series;

     

    (w)
provisions, if any, granting special rights to Holders upon the occurrence of
specified events;

     

    (x) any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 7.02 and any addition or change in the
provisions set forth in Article VII which applies to Securities of the
series;

     

    (y) any
addition to or change in the covenants set forth in Article VI which applies to
Securities of the series; and

     

    (z) any
other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 14.01).

     

    All
Securities of any one series shall be substantially identical, except as to
denomination and except as may otherwise be provided herein or set forth in a
Company Order or in one or more indentures supplemental hereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section 3.02
Denominations.

     

     In
the absence of any specification pursuant to Section 3.01 with respect to
Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be
payable only in U.S. Dollars.

     

    Section 3.03
Execution,
Authentication, Delivery and Dating.

     

    (a) The
Securities shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
one of its Vice Presidents or Treasurer. If the Person whose signature is on a
Security no longer holds that office at the time the Security is authenticated
and delivered, the Security shall nevertheless be valid.

     

     (b)
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and, if required pursuant to
Section 3.01, a supplemental indenture or Company Order setting forth the
terms of the Securities of a series. The Trustee shall thereupon authenticate
and deliver such Securities without any further action by the Company. The
Company Order shall specify the amount of Securities to be authenticated and the
date on which the original issue of Securities is to be
authenticated.

     

    (c) In
authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee
shall receive, and (subject to Section 11.02) shall be fully protected in
relying upon an Officer’s Certificate and an Opinion of Counsel, each prepared
in accordance with Section 16.01 stating that the conditions precedent, if
any, provided for in the Indenture have been complied with.

     

    (d) The
Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

     

    (e) Each
Security shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.01 with respect to the Securities of such
series.

     

    (f)
Notwithstanding the provisions of Section 3.01 and of this
Section 3.03, if all of the Securities of any series are not to be
originally issued at the same time, then the documents required to be delivered
pursuant to this Section 3.03 must be delivered only once prior to the
authentication and delivery of the first Security of such series;

     

    (g) If
the Company shall establish pursuant to Section 3.01 that the Securities of
a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities,
(ii) shall be registered, if in registered form, in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect:

     

    “Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”

     

    The
aggregate principal amount of each Global Security may from time to time be
increased or decreased by adjustments made on the records of the Security
Custodian, as provided in this Indenture.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (h) Each
Depositary designated pursuant to Section 3.01 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation.

     

    (i)
Members of, or participants in, the Depositary (“Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depositary or by the Security Custodian under such Global Security, and the
Depositary may be treated by the Company, the Trustee, the Paying Agent and the
Registrar and any of their agents as the absolute owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee, the Paying Agent or the Registrar or any of
their agents from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Members, the operation of customary practices of the Depositary
governing the exercise of the rights of an owner of a beneficial interest in any
Global Security. The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Members and Persons that may hold interests
through Members, to take any action that a Holder is entitled to take under this
Indenture or the Securities.

     

    (j) 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 one of the forms provided for herein duly
executed by the Trustee or by an Authenticating Agent by manual or facsimile
signature of an authorized signatory of the Trustee, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     

    Section 3.04
Temporary
Securities.

     

    (a)
Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Any such temporary
Security may be in global form, representing all or a portion of the Outstanding
Securities of such series. Every such temporary Security shall be executed by
the Company and shall be authenticated and delivered by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Security or Securities in lieu of which it is
issued.

     

    (b) 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 of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of such temporary Securities at the office or agency of the Company in
a Place of Payment for such series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations and of like tenor. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

     

    (c) Upon
any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this
Section 3.04 or Section 3.06, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

     

    Section 3.05
Registrar.

     

    (a) The
Company will keep, at an office or agency to be maintained by it in a Place of
Payment where Securities may be presented for registration or presented and
surrendered for registration of transfer or of exchange, and where Securities of
any series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable (the “Registrar”),
a security register for the registration and the registration of transfer or of
exchange of the Securities (the registers maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Register”),
as in this Indenture provided, which Register shall at all reasonable times be
open for inspection by the Trustee. Such Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Company may have one or more co-Registrars; the term “Registrar”
includes any co-registrar.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) The
Company shall enter into an appropriate agency agreement with any Registrar or
co-Registrar not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar for any series, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 11.01.
The Company or any Affiliate thereof may act as Registrar, co-Registrar or
transfer agent.

     

    (c) The
Company hereby appoints the Trustee at its Corporate Trust Office as Registrar
in connection with the Securities and this Indenture, until such time as another
Person is appointed as such.

     

    Section 3.06
Transfer and
Exchange.

     

    (a)
Transfer.

     

    (i) Upon
surrender for registration of transfer of any Security of any series at the
Registrar the Company shall execute, and the Trustee or any Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee, one or
more new Securities of the same series for like aggregate principal amount of
any authorized denomination or denominations. The transfer of any Security shall
not be valid as against the Company or the Trustee unless registered at the
Registrar at the request of the Holder, or at the request of his, her or its
attorney duly authorized in writing.

     

    (ii)
Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby,
a Global Security representing all or a portion of the Securities of a series
may not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

     

    (b)
Exchange.

     

    (i) At
the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of
the same series for like aggregate principal amount of any authorized
denomination or denominations, upon surrender of the Securities to be exchanged
at the Registrar.

     (ii)
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

     

    (c)
Exchange of Global Securities for Individual Securities. Except as provided
below, owners of beneficial interests in Global Securities will not be entitled
to receive individual Securities.

     

    (i) Individual Securities shall be
issued to all owners of beneficial interests in a Global Security in exchange
for such interests if: (A) at any time the Depositary for the Securities of
a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under
Section 3.03(h) and, in each case, a successor Depositary is not appointed
by the Company within 90 days of such notice, or (B) the Company executes
and delivers to the Trustee and the Registrar an Officer’s Certificate stating
that such Global Security shall be so exchangeable. In connection with the exchange of an
entire Global Security for individual Securities pursuant to this subsection
(C), such Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
such series, will authenticate and deliver to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in such Global
Security, an equal aggregate principal amount of individual Securities of
authorized denominations.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (ii) The
owner of a beneficial interest in a Global Security will be entitled to receive
an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar
of instructions from the Holder of a Global Security directing the Security
Custodian and Registrar to (x) issue one or more individual Securities in
the amounts specified to the owner of a beneficial interest in such Global
Security and (y) debit or cause to be debited an equivalent amount of
beneficial interest in such Global Security, subject to the rules and
regulations of the Depositary:

     

    (A) the
Security Custodian and Registrar shall notify the Company and the Trustee of
such instructions, identifying the owner and amount of such beneficial interest
in such Global Security;

     

    (B) the
Company shall promptly execute and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual Securities of such series,
shall authenticate and deliver to such beneficial owner individual Securities in
an equivalent amount to such beneficial interest in such Global Security;
and

     

    (C) the
Security Custodian and Registrar shall decrease such Global Security by such
amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue
such individual Securities, the Company expressly acknowledges, with respect to
the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof,
the right of any beneficial Holder of Securities to pursue such remedy with
respect to the portion of the Global Security that represents such beneficial
Holder’s Securities as if such individual Securities had been
issued.

    


    (iii) If
specified by the Company pursuant to Section 3.01 with respect to a series
of Securities, the Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in whole or in part
for individual Securities of such series on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,

     

    (A) to
each Person specified by such Depositary a new individual Security or Securities
of the same series, of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and

     

    (B) to
such Depositary a new Global Security in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders
thereof.

     

    (iv) In
any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in
registered form in authorized denominations.

     

    (v) Upon
the exchange in full of a Global Security for individual Securities, such Global
Security shall be canceled by the Trustee. Individual 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 Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    (f) No
service charge will be made for any registration of transfer or exchange of
Securities. The Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than those
expressly provided in this Indenture to be made at the Company’s own expense or
without expense or charge to the Holders.

     

    (g) The
Company shall not be required to (i) register, transfer or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the transmission of a notice of redemption of Securities
of such series selected for redemption under Section 4.03 and ending at the
close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

    (h) Prior
to the due presentation for registration of transfer or exchange of any
Security, the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents may

    deem and
treat the Person in whose name a Security is registered as the absolute owner of
such Security (whether or not such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for all purposes whatsoever,
and none of the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents shall be affected by any notice to the
contrary.

     

    (i) In
case a successor Company (“Successor
Company”) has executed an indenture supplemental hereto with the Trustee
pursuant to Article XIV, any of the Securities authenticated or delivered
pursuant to such transaction may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of the
Successor Company with such changes in phraseology and form as may be
appropriate, but otherwise identical to the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the Successor Company, shall authenticate and deliver Securities as specified in
such order for the purpose of such exchange. If Securities shall at any time be
authenticated and delivered in any new name of a Successor Company pursuant to
this Section 3.06 in exchange or substitution for or upon registration of
transfer of any Securities, such Successor Company, at the option of the Holders
but without expense to them, shall provide for the exchange of all Securities at
the time Outstanding for Securities authenticated and delivered in such new
name.

     

    (j) Each
Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such
Holder’s Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities laws.

     

    (k) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     

    (l)
Neither the Trustee nor any agent of the Trustee shall have any responsibility
for any actions taken or not taken by the Depositary.

     

    Section 3.07
Mutilated, Destroyed,
Lost and Stolen Securities.

     

    (a) If
(i) any mutilated Security is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Company and the Trustee security or indemnity bond satisfactory
to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by
a protected purchaser, then the Company shall execute and upon Company Order 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 the same series
and of like tenor, form, terms and principal amount, bearing a number not
contemporaneously outstanding, that neither gain nor loss in interest shall
result from such exchange or substitution.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) 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 the amount due on such Security in accordance with
its terms.

     

    (c) 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 respect thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

     

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

     

    (e) 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 3.08
Payment of Interest;
Interest Rights Preserved.

     

    (a)
Interest on any Security that is payable and is punctually paid or duly provided
for on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Record Date for such interest notwithstanding the cancellation
of such Security upon any transfer or exchange subsequent to the Record Date.
Payment of interest on Securities shall be made at the Corporate Trust Office
(except as otherwise specified pursuant to Section 3.01) or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Register or, in accordance with arrangements
satisfactory to the Trustee, by wire transfer to an account designated by the
Holder.

     

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

     

    (i) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names 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 (a “Special Record
Date”), which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each 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 satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 calendar days
and not less than 10 calendar days prior to the date of the proposed payment and
not less than 10 calendar 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 Holders
of such Securities at their addresses as they appear in the Register, not less
than 10 calendar 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 at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (ii).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    (c)
Subject to the provisions set forth herein relating to Record Dates, each
Security delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

     

    Section 3.09
Cancellation.
Unless otherwise specified pursuant to Section 3.01 for Securities of any
series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
for cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, 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 that the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities 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 held by it in
accordance with its then customary procedures and deliver a certificate of such
disposal to the Company upon its request therefor. The acquisition of any
Securities by the Company shall not operate as a redemption or satisfaction of
the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.

     

    Section 3.10
Computation of
Interest. Except as otherwise specified pursuant to Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     

    Section 3.11
Currency of Payments
in Respect of Securities.

     

    (a)
Except as otherwise specified pursuant to Section 3.01 for Securities of
any series, payment of the principal of and premium, if any, and interest on
Securities of such series will be made in U.S. Dollars.

     

    (b) For
purposes of any provision of the Indenture in which the Holders of Outstanding
Securities may perform an action that requires that a specified percentage of
the Outstanding Securities of all series perform such action and for purposes of
any decision or determination by the Trustee of amounts due and unpaid for the
principal of and premium, if any, and interest on the Securities of all series
in respect of which moneys are to be disbursed ratably, the principal of and
premium, if any, and interest on the Outstanding Securities denominated in a
Foreign Currency will be the amount in U.S. Dollars based upon exchange rates,
determined as specified pursuant to Section 3.01 for Securities of such
series, as of the date for determining whether the Holders entitled to perform
such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be.

     

     (c)
Any decision or determination to be made regarding exchange rates shall be made
by an agent appointed by the Company; provided, that such agent shall accept
such appointment in writing and the terms of such appointment shall, in the
opinion of the Company at the time of such appointment, require such agent to
make such determination by a method consistent with the method provided pursuant
to Section 3.01 for the making of such decision or determination. All
decisions and determinations of such agent regarding exchange rates shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of the
Securities.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section 3.12
Judgments. The
Company may provide pursuant to Section 3.01 for Securities of any series
that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign
Currency or U.S. Dollars (the “Designated
Currency”) as may be specified pursuant to Section 3.01 is of the
essence and agrees that, to the fullest extent possible under applicable law,
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the
Designated Currency of the principal of and premium, if any, and interest on
such Securities shall, notwithstanding any payment in any other Currency
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other Currency (after any premium and cost of exchange) on the business day
in the country of issue of the Designated Currency or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment; (c) if the amount in
the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may
be necessary to compensate for such shortfall; and (d) any obligation of
the Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     

    Section 3.13
CUSIP Numbers.
The Company in issuing any Securities may use CUSIP, ISIN or other similar
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP, ISIN or other similar numbers.

     

    ARTICLE
IV

     

    REDEMPTION OF
SECURITIES

     

    Section 4.01
Applicability of Right
of Redemption. Redemption of Securities (other than pursuant to a sinking
fund, amortization or analogous provision) permitted by the terms of any series
of Securities shall be made (except as otherwise specified pursuant to
Section 3.01 for Securities of any series) in accordance with this Article;
provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.

     

    Section 4.02
Selection of
Securities to be Redeemed.

     

    (a) If
the Company shall at any time elect to redeem all or any portion of the
Securities of a series then Outstanding, it shall at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption

    Date and
of the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of
such series is registered in the same name, the Trustee may treat the aggregate
principal amount so registered as if it were represented by one Security of such
series. The Trustee shall, as soon as practicable, notify the Company in writing
of the Securities and portions of Securities so selected.

     

    (b) 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 amount of such Security that has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section 4.03
Notice of
Redemption.

     

    (a)
Notice of redemption 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, however,
that the Company makes such request at least 3 days prior to the date by which
such notice of redemption must be given to Holders in accordance with this
Section 4.03; provided further that, the text of such notice shall be
prepared by the Company, not less than 60 days before the Redemption Date unless
the Trustee consents to a shorter period, to the Holders of Securities of any
series to be redeemed in whole or in part pursuant to this Article, in the
manner provided in Section 16.04. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. Failure to give such notice, or any defect in such notice to the Holder
of any Security of a series designated for redemption, in whole or in part,
shall not affect the sufficiency of any notice of redemption with respect to the
Holder of any other Security of such series.

     

    (b) All
notices of redemption shall identify the Securities to be redeemed (including
CUSIP, ISIN or other similar numbers, if available) and shall
state:

     

    (i) such
election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such
series or a supplemental indenture establishing such series, if such be the
case;

     

    (ii) the
Redemption Date;

     

    (iii) the
Redemption Price;

     

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

     

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

     

    (vi) the
Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price;

     

    (vii)
that the redemption is for a sinking fund, if such is the case; and

     

    (viii)
that the Securities must be surrendered to the Paying Agent for payment of the
Redemption Price.

     

    Section 4.04
Deposit of Redemption
Price. On or prior to 11:00 a.m.,                     
time, on the Redemption Date for any Securities, 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 6.03) an
amount of money in the Currency in which such Securities are denominated (except
as provided pursuant to Section 3.01) sufficient to pay the Redemption
Price of such Securities or any portions thereof that are to be redeemed on that
date.

     

    Section 4.05
Securities Payable on
Redemption Date. Notice of redemption having been given as aforesaid, any
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price 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. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or
prior to the Redemption Date for such Securities shall be payable according to
the terms of such Securities and the provisions of
Section 3.08.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section 4.06
Securities Redeemed in
Part. Any Security that is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, of like tenor and form, 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; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered. In the case of a
Security providing appropriate space for such notation, at the option of the
Holder thereof, the Trustee, in lieu of delivering a new Security or Securities
as aforesaid, may make a notation on such Security of the payment of the
redeemed portion thereof.

     

    ARTICLE
V

     

    SINKING
FUNDS

     

    Section 5.01
Applicability of
Sinking Fund.

     

    (a)
Redemption of Securities permitted or required pursuant to a sinking fund for
the retirement of Securities of a series by the terms of such series of
Securities shall be made in accordance with such terms of such series of
Securities and this Article, except as otherwise specified pursuant to
Section 3.01 for Securities of such series, provided, however, that if any
such terms of a series of Securities shall conflict with any provision of this
Article, the terms of such series shall govern.

     

     (b)
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “Mandatory Sinking
Fund Payment,” and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an “Optional Sinking
Fund Payment.” If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to
reduction as provided in Section 5.02.

     

    Section 5.02
Mandatory Sinking Fund
Obligation. The Company may, at its option, satisfy any Mandatory Sinking
Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such
series in transferable form theretofore purchased or otherwise acquired by the
Company or redeemed at the election of the Company pursuant to Section 4.03
or (b) receiving credit for Securities of such series (not previously so
credited) acquired by the Company and theretofore delivered to the Trustee. The
Trustee shall credit such Mandatory Sinking Fund Payment obligation with an
amount equal to the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such Mandatory Sinking
Fund Payment shall be reduced accordingly. If the Company shall elect to so
satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the
Trustee not less than 45 days prior to the relevant sinking fund payment date a
written notice signed on behalf of the Company by its Chairman of the Board of
Directors, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, one of its Vice Presidents, its Treasurer or one of its
Assistant Treasurers, which shall designate the Securities (and portions
thereof, if any) so delivered or credited and which shall be accompanied by such
Securities (to the extent not theretofore delivered) in transferable form. In
case of the failure of the Company, at or before the time so required, to give
such notice and deliver such Securities the Mandatory Sinking Fund Payment
obligation shall be paid entirely in moneys.

     

    Section 5.03
Optional Redemption at
Sinking Fund Redemption Price. In addition to the sinking fund
requirements of Section 5.02, to the extent, if any, provided for by the
terms of a particular series of Securities, the Company may, at its option, make
an Optional Sinking Fund Payment with respect to such Securities. Unless
otherwise provided by such terms, (a) to the extent that the right of the
Company to make such Optional Sinking Fund Payment shall not be exercised in any
year, it shall not be cumulative or carried forward to any subsequent year, and
(b) such optional payment shall operate to reduce the amount of any
Mandatory Sinking Fund Payment obligation as to Securities of the same series.
If the Company intends to exercise its right to make such optional payment in
any year it shall deliver to the Trustee not less than 45 days prior to the
relevant sinking fund payment date a certificate signed by its Chairman of the
Board of Directors, Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer, one of its Vice Presidents, Treasurer or one of its
Assistant Treasurers stating that the Company will exercise such optional right,
and specifying the amount which the Company will pay on or before the next
succeeding sinking fund payment date. Such certificate shall also state that no
Event of Default has occurred and is continuing.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section 5.04
Application of Sinking
Fund Payment.

     

    (a) If
the sinking fund payment or payments made in funds pursuant to either
Section 5.02 or 5.03 with respect to a particular series of Securities plus
any unused balance of any preceding sinking fund payments made in funds with
respect to such series shall exceed $50,000 (or a lesser sum if the Company
shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment
date next following the date of such payment, unless the date of such payment
shall be a sinking fund payment date, in which
case such payment shall be applied on such sinking fund payment date, to the
redemption of Securities of such series at the redemption price specified
pursuant to Section 4.03(b). The Trustee shall select, in the manner
provided in Section 4.02, for redemption on such sinking fund payment date,
a sufficient principal amount of Securities of such series to absorb said funds,
as nearly as may be, and shall, at the expense and in the name of the Company,
thereupon cause notice of redemption of the Securities to be given in
substantially the manner provided in Section 4.03(a) for the redemption of
Securities in part at the option of the Company, except that the notice of
redemption shall also state that the Securities are being redeemed for the
sinking fund. Any sinking fund moneys not so applied by the Trustee to the
redemption of Securities of such series shall be added to the next sinking fund
payment received in funds by the Trustee and, together with such payment, shall
be applied in accordance with the provisions of this Section 5.04. Any and
all sinking fund moneys held by the Trustee on the last sinking fund payment
date with respect to Securities of such series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee to the payment of the principal of the Securities of such series at
Maturity.

     

    (b) On or
prior to each sinking fund payment date, the Company shall pay to the Trustee a
sum equal to all interest accrued to but not including the date fixed for
redemption on Securities to be redeemed on such sinking fund payment date
pursuant to this Section 5.04.

     

    (c) The
Trustee shall not redeem any Securities of a series with sinking fund moneys or
mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a Default in payment of interest on any
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) of which the Trustee has
actual knowledge, except that if the notice of redemption of any Securities of
such series shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Securities if funds sufficient for that
purpose shall be deposited with the Trustee in accordance with the terms of this
Article. Except as aforesaid, any moneys in the sinking fund at the time any
such Default or Event of Default shall occur and any moneys thereafter paid into
the sinking fund shall, during the continuance of such Default or Event of
Default, be held as security for the payment of all the Securities of such
series; provided, however, that in case such Default or Event of Default shall
have been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date on which such moneys are required
to be applied pursuant to the provisions of this Section 5.04.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI

     

    PARTICULAR COVENANTS OF THE
COMPANY

     

    The
Company hereby covenants and agrees as follows:

     

    Section 6.01
Payments of
Securities. The Company will duly and punctually pay the principal of and
premium, if any, on each series of Securities, and the interest which shall have
accrued thereon, at the dates and place and in the manner provided in the
Securities and in this Indenture.

     

    Section 6.02
Paying
Agent.

     

    (a) The
Company will maintain in each Place of Payment for any series of Securities, if
any, an office or agency where Securities may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served (the “Paying
Agent”). The Company will give prompt written notice to the Trustee of
the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required 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 as Paying Agent to receive
all presentations, surrenders, notices and demands.

     

    (b) The
Company may also from time to time designate different or additional offices or
agencies where the Securities of any series may be presented or surrendered for
any or all such purposes (in or outside of such Place of Payment), and may from
time to time rescind any such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph. The Company will give prompt
written notice to the Trustee of any such additional designation or rescission
of designation and of any change in the location of any such different or
additional office or agency. The Company shall enter into an appropriate agency
agreement with any Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of each such agent. The
Company or any Affiliate thereof may act as Paying Agent.

     

    Section 6.03
To Hold Payment in
Trust.

     

    (a) If
the Company or an Affiliate thereof shall at any time act as Paying Agent with
respect to any series of Securities, then, on or before the date on which the
principal of and premium, if any, or interest on any of the Securities of that
series by their terms or as a result of the calling thereof for redemption shall
become payable, the Company or such Affiliate will segregate and hold in trust
for the benefit of the Holders of such Securities or the Trustee a sum
sufficient to pay such principal and premium, if any, or interest which shall
have so become payable until such sums shall be paid to such Holders or
otherwise disposed of as herein provided, and will notify the Trustee of its
action or failure to act in that regard. Upon any proceeding under any federal
bankruptcy laws with respect to the Company or any Affiliate thereof, if the
Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent.

     

    (b) If
the Company shall appoint, and at the time have, a Paying Agent for the payment
of the principal of and premium, if any, or interest on any series of
Securities, then prior to 11:00 a.m.,                     
time, on the date on which the principal of and premium, if any, or interest on
any of the Securities of that series shall become payable as aforesaid, whether
by their terms or as a result of the calling thereof for redemption, the Company
will deposit with such Paying Agent a sum sufficient to pay such principal and
premium, if any, or interest, such sum to be held in trust for the benefit of
the Holders of such Securities or the Trustee, and (unless such Paying Agent is
the Trustee), the Company or any other obligor of such Securities will promptly
notify the Trustee of its payment or failure to make such payment.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (c) If
the Paying Agent shall be other than the Trustee, the Company will cause such
Paying Agent 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 6.03, that such Paying Agent shall:

     

    (i) hold
all moneys held by it for the payment of the principal of and premium, if any,
or interest on the Securities of that series in trust for the benefit of the
Holders of such Securities until such sums shall be paid to such Holders or
otherwise disposed of as herein provided;

     

    (ii) give
to the Trustee notice of any Default by the Company or any other obligor upon
the Securities of that series in the making of any payment of the principal of
and premium, if any, or interest on the Securities of that series;
and

     

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

     

    (d)
Anything in this Section 6.03 to the contrary notwithstanding, the Company
may at any time, for the purpose of obtaining a release, satisfaction or
discharge of this Indenture or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or by any Paying Agent other
than the Trustee as required by this Section 6.03, 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.

     

    (e)
Subject to any applicable abandoned property law, 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 upon Company Order 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 of such amounts
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in                     ,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     

    Section 6.04
Merger, Consolidation
and Sale of Assets. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities:

     

    (a) The
Company will not consolidate with any other entity or accept a merger of any
other entity into the Company or permit the Company to be merged into any other
entity, or sell other than for cash or lease all or substantially all its assets
to another entity, or purchase all or substantially all the assets of another
entity, unless (i) either the Company shall be the continuing entity, or
the successor, transferee or lessee entity (if other than the Company) shall
expressly assume, by indenture supplemental hereto, executed and delivered by
such entity prior to or simultaneously with such consolidation, merger, sale or
lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all other obligations to the Holders
and the Trustee under this Indenture or under the Securities to be performed or
observed by the Company; and (ii) immediately after such consolidation,
merger, sale, lease or purchase the Company or the successor, transferee or
lessee entity (if other than the Company) would not be in Default in the
performance of any covenant or condition of this Indenture. A purchase by a
Subsidiary of all or substantially all of the assets of another entity shall not
be deemed to be a purchase of such assets by the Company.

     

    (b) Upon
any consolidation with or merger into any other entity, or any sale other than
for cash, or any conveyance or lease of all or substantially all of the assets
of the Company in accordance with this Section 6.04, the successor entity
formed by such consolidation or into or with which the
Company is merged or to which the Company is sold or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor entity had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Company shall be
relieved of all obligations and covenants under this Indenture and the
Securities, and from time to time such entity may exercise each and every right
and power of the Company under this Indenture, in the name of the Company, or in
its own name; and any act or proceeding by any provision of this Indenture
required or permitted to be done by the Board of Directors or any officer of the
Company may be done with like force and effect by the like board or officer of
any entity that shall at the time be the successor of the Company hereunder. In
the event of any such sale or conveyance, but not any such lease, the Company
(or any successor entity which shall theretofore have become such in the manner
described in this Section 6.04) shall be discharged from all obligations
and covenants under this Indenture and the Securities and may thereupon be
dissolved and liquidated.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Section 6.05
Compliance
Certificate. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company shall
furnish to the Trustee annually, within 120 days after the end of each fiscal
year, a brief certificate from the Chief Executive Officer, President, Chief
Operating Officer, Principal Financial Officer, Principal Accounting Officer,
any Vice President or Treasurer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture) and, in the event of any
Default, specifying each such Default and the nature and status thereof of which
such person may have knowledge. Such certificates need not comply with
Section 16.01 of this Indenture.

     

    Section 6.06
Conditional Waiver by
Holders of Securities. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit in any particular instance to
comply with a covenant or condition set forth herein with respect to any series
of Securities if the Company shall have obtained and filed with the Trustee,
prior to the time of such failure or omission, evidence (as provided in Article
VIII) of the consent of the Holders of a majority in aggregate principal amount
of the Securities of such series at the time Outstanding, either waiving such
compliance in such instance or generally waiving 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, or impair any right
consequent thereon and, until such waiver shall have 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.

     

    Section 6.07
Statement by Officers
as to Default. The Company shall deliver to the Trustee as soon as
possible and in any event within 30 days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default, an Officer’s
Certificate setting forth the details of such Event of Default or Default and
the action which the Company proposes to take with respect thereto.

     

    ARTICLE
VII

     

    REMEDIES OF TRUSTEE AND
SECURITYHOLDERS

     

    Section 7.01
Events of
Default. Except where otherwise indicated by the context or where the
term is otherwise defined for a specific purpose, the term “Event of
Default” as used in this Indenture with respect to Securities of any
series shall mean one of the following described events unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the manner contemplated in Section 3.01:

     

    (a) the
failure of the Company to pay any installment of interest on any Security of
such series when and as the same shall become payable, which failure shall have
continued unremedied for a period of 30 days;

    


     (b)
the failure of the Company to pay the principal of (and premium, if any, on) any
Security of such series, when and as the same shall become payable, whether at
Maturity as therein expressed, by call for redemption (otherwise than pursuant
to a sinking fund), by declaration as authorized by this Indenture or
otherwise;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (c) the
failure of the Company to pay a sinking fund installment, if any, when and as
the same shall become payable by the terms of a Security of such series, which
failure shall have continued unremedied for a period of 30 days;

     

    (d) the
failure of the Company, subject to the provisions of Section 6.06, to
perform any covenants or agreements contained in this Indenture (including any
indenture supplemental hereto pursuant to which the Securities of such series
were issued as contemplated by Section 3.01) (other than a covenant or
agreement which has been expressly included in this Indenture solely for the
benefit of a series of Securities other than that series and other than a
covenant or agreement a default in the performance of which is elsewhere in this
Section 7.01 specifically addressed), which failure shall not have been
remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 days after written notice shall have been
given to the Company by the Trustee or shall have been given to the Company and
the Trustee by Holders of 25% or more in aggregate principal amount of the
Securities of such series then Outstanding, specifying such failure, requiring
the Company to remedy the same and stating that such notice is a “Notice of
Default” hereunder;

     

    (e) the
entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of the Company in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days;

     

    (f) the
commencement by the Company of a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Company to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Company to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or the making by it of an assignment for the benefit of
creditors or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any action; or

     

    (g) the
occurrence of any other Event of Default with respect to Securities of such
series as provided in Section 3.01;

     

    provided,
however, that no event described in clause (d) or (other than with respect
to a payment default) (g) above shall constitute an Event of Default
hereunder until a Responsible Officer assigned to and working in the Trustee’s
corporate trust department has actual knowledge thereof or until a written
notice of any such event is received by the Trustee at the Corporate Trust
Office, and such notice refers to the facts underlying such event, the
Securities generally, the Company and the Indenture.

    


    Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the Company
for making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Company by reference to the noon buying rate in                     
for cable transfers for such Currency (“Exchange
Rate”), as such Exchange Rate is reported or otherwise made available by
the Federal Reserve Bank of New York on the date of such payment, or, if such
rate is not then available, on the basis of the most recently available Exchange
Rate. Notwithstanding the foregoing provisions of this Section 7.01, any
payment made under such circumstances in the Currency of the United States where
the required payment is in a Currency other than the Currency of the United
States will not constitute an Event of Default under this
Indenture.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section 7.02
Acceleration;
Rescission and Annulment.

     

    (a)
Except as otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, if any one or more of the above-described Events of
Default (other than an Event of Default specified in Section 7.01(e) or
7.01(f)) shall happen with respect to Securities of any series at the time
Outstanding, then, and in each and every such case, during the continuance of
any such Event of Default, the Trustee or the Holders of 25% or more in
principal amount of the Securities of such series then Outstanding may declare
the principal (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and all accrued but unpaid interest on all the
Securities of such series then Outstanding to be due and payable immediately by
a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in
Section 7.01(e) or 7.01(f) occurs and is continuing, then in every such
case, the principal amount of all of the Securities of that series then
Outstanding shall automatically, and without any declaration or any other action
on the part of the Trustee or any Holder, become due and payable immediately.
Upon payment of such amounts in the Currency in which such Securities are
denominated (subject to Section 7.01 and except as otherwise provided
pursuant to Section 3.01), all obligations of the Company in respect of the
payment of principal of and interest on the Securities of such series shall
terminate.

     

    (b) The
provisions of Section 7.02(a), however, are subject to the condition that,
at any time after the principal of all the Securities of such series, to which
any one or more of the above-described Events of Default is applicable, shall
have been so declared to be due and payable, and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Event of Default giving rise to such declaration
of acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to
have been rescinded and annulled, if:

     

    (i) the
Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 7.01
and except as otherwise provided pursuant to Section 3.01) sufficient to
pay

     

    (A) all
amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a) (provided, however, that all sums payable under this
clause (A) shall be paid in U.S. Dollars);

     

    (B) all
arrears of interest, if any, upon all the Securities of such series (with
interest, to the extent that interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by such Securities at the
rate or rates prescribed therefor in such Securities); and

     

    (C) the
principal of and premium, if any, on any Securities of such series that have
become due otherwise than by such declaration of acceleration and interest
thereon;

     

    (ii)
every other Default and Event of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 7.06.

     

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

     

    (d) For
all purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and
payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section 7.03
Other Remedies.
If the Company shall fail for a period of 30 days to pay any installment of
interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the
same shall become due and payable, whether at Maturity, or by call for
redemption (other than pursuant to the sinking fund), by declaration as
authorized by this Indenture, or otherwise, or shall fail for a period of 30
days to make any required sinking fund payment as to a series of Securities,
then, upon demand of the Trustee, the Company will pay to the Paying Agent for
the benefit of the Holders of Securities of such series then Outstanding the
whole amount which then shall have become due and payable on all the Securities
of such series, with interest on the overdue principal and premium, if any, and
(so far as the same may be legally enforceable) on the overdue installments of
interest at the rate borne by the Securities of such series, and all amounts
owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a).

     

    In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceeding at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Securities of
such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Company or any other obligor upon the Securities of such series,
wherever situated, in the manner provided by law. Every recovery of judgment in
any such action or other proceeding, subject to the payment to the Trustee of
all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a), shall be for the ratable benefit of the Holders of such
series of Securities which shall be the subject of such action or proceeding.
All rights

    of action
upon or under any of the Securities or this Indenture may be enforced by the
Trustee without the possession of any of the Securities and without the
production of any thereof at any trial or any proceeding relative
thereto.

     

    Section 7.04
Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and every
Holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not
the Company shall be in Default in respect of the payment of the principal of,
or interest on, any of the Securities), in its own name and as trustee of an
express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding
relative to the Company or any other obligor upon the Securities or to their
respective creditors or property, any and all claims, proofs of claim, proofs of
debt, petitions, consents, other papers and documents and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the
Trustee and any predecessor trustee hereunder and of the Holders of the
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such proceeding any of the claims of the Trustee and any predecessor
trustee hereunder and of any of such Holders in respect of any of the
Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every taker or Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have authorized any such receiver, assignee, trustee, custodian or debtor, to
make any such payment or delivery only to or on the order of the Trustee, and to
pay to the Trustee any amount due it and any predecessor trustee hereunder under
Section 11.01(a); provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on
behalf of any Holder of Securities, any plan of reorganization or readjustment
affecting the Securities or the rights of any Holder thereof, or to authorize or
empower the Trustee to vote in respect of the claim of any Holder of any
Securities in any such proceeding.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section 7.05
Priorities. Any
moneys or properties collected by the Trustee with respect to a series of
Securities under this Article VII shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on
account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:

     

    First: To
the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 11.01(a).

     

    Second:
In case the principal of the Outstanding Securities of such series shall not
have become due and be unpaid, to the payment of interest on the Securities of
such series, in the chronological order of the Maturity of the installments of
such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate
borne by such Securities, such payments to be made ratably to the Persons
entitled thereto.

     

    Third: In
case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then
owing and unpaid upon the Securities of such series for principal and premium,
if any, and interest, with interest on the overdue principal and premium, if
any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the Securities of
such series, and in case such moneys shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest

    without
preference or priority of principal and premium, if any, over interest, or of
interest over principal and premium, if any, or of any installment of interest
over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal
and premium, if any, and accrued and unpaid interest.

     

    Any
surplus then remaining shall be paid to the Company or as directed by a court of
competent jurisdiction.

     

    Section 7.06
Control by
Securityholders; Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities of any series at the time Outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee hereunder, or of exercising any trust or power hereby
conferred upon the Trustee with respect to the Securities of such series,
provided, however, that, subject to the provisions of Sections 11.01 and 11.02,
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 be unduly prejudicial to Holders not joining in such
direction or would involve the Trustee in personal liability. Prior to any
declaration accelerating the Maturity of the Securities of any series, the
Holders of a majority in aggregate principal amount of such series of Securities
at the time Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past Default or Event of Default hereunder and its
consequences except a Default in the payment of interest or any premium on or
the principal of the Securities of such series. Upon any such waiver the
Company, the Trustee and the Holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 7.06, said
Default or Event of Default shall for all purposes of the Securities of such
series and this Indenture be deemed to have been cured and to be not
continuing.

     

    Section 7.07
Limitation on
Suits. No Holder of any Security of any series shall have any right to
institute any action, suit or proceeding at law or in equity for the execution
of any trust hereunder or for the appointment of a receiver or for any other
remedy hereunder, in each case with respect to an Event of Default with respect
to such series of Securities, unless such Holder previously shall have given to
the Trustee written notice of one or more of the Events of Default herein
specified with respect to such series of Securities, and unless also the Holders
of 25% in principal amount of the Securities of such series then Outstanding
shall have requested the Trustee in writing to take action in respect of the
matter complained of, and unless also there shall have been offered to the
Trustee security and indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; and such
notification, request and offer of indemnity are hereby declared in every such
case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Security of such series; it being understood and intended that no
one or more of the Holders of Securities of such series shall have any right in
any manner whatsoever by his, her, its or their action to enforce any right
hereunder, except in the manner herein provided, and that every action, suit or
proceeding at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Holders of the
Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on the Securities of such series to
the respective Holders of such Securities at the respective due dates in such
Securities stated, or affect or impair the right, which is also absolute and
unconditional, of such Holders to institute suit to enforce the payment
thereof.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    Section 7.08
Undertaking for
Costs. All parties to this Indenture and each Holder of any Security, by
such Holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit or
proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.08 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 10% in
principal amount of the Securities of any series Outstanding, or to any action,
suit or proceeding instituted by any Holder of Securities of any series for the
enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities.

     

    Section 7.09
Remedies
Cumulative. No remedy herein conferred upon or reserved to the Trustee or
to the Holders of Securities of any series is intended to be exclusive of any
other remedy or remedies, and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of the Trustee
or of any Holder of the Securities of any series to exercise any right or power
accruing upon any Default or Event of Default shall impair any such right or
power or shall be construed to be a waiver of any such Default or Event of
Default or an acquiescence therein; and every power and remedy given by this
Article VII to the Trustee and to the Holders of Securities of any series,
respectively, may be exercised from time to time and as often as may be deemed
expedient by the Trustee or by the Holders of Securities of such series, as the
case may be. In case the Trustee or any Holder of Securities of any series shall
have proceeded to enforce any right under this Indenture and the proceedings for
the enforcement thereof shall have been discontinued or abandoned because of
waiver or for any other reason or shall have been adjudicated adversely to the
Trustee or to such Holder of Securities, then and in every such case the
Company, the Trustee and the Holders of the Securities of such series shall
severally and respectively be restored to their former positions and rights
hereunder, and thereafter all rights, remedies and powers of the Trustee and the
Holders of the Securities of such series shall continue as though no such
proceedings had been taken, except as to any matters so waived or
adjudicated.

     

    ARTICLE
VIII

     

    CONCERNING THE
SECURITYHOLDERS

     

    Section 8.01
Evidence of Action of
Securityholders. Whenever in this Indenture it is provided that the
Holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage or majority have joined therein
may be evidenced by (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person, by an agent or by a proxy
appointed in writing, including through an electronic system for tabulating
consents operated by the Depositary for such series or otherwise (such action
becoming effective, except as herein otherwise expressly provided, when such
instruments or evidence of electronic consents are delivered to the Trustee and,
where it is hereby expressly required, to the Company), or (b) by the
record of the Holders of Securities voting in favor thereof at any meeting of
Securityholders duly called and held in accordance with the provisions of
Article IX, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Securityholders.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Section 8.02
Proof of Execution or
Holding of Securities. Proof of the execution of any instrument by a
Securityholder or his, her or its agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the following
manner:

     

    (a) The
fact and date of the execution by any Person of any such instrument may be
proved (i) by the certificate of any notary public or other officer in any
jurisdiction who, by the laws thereof, has power to take acknowledgments or
proof of deeds to be recorded within such jurisdiction, that the Person who
signed such instrument did acknowledge before such notary public or other
officer the execution thereof, or (ii) by the affidavit of a witness of
such execution sworn to before any such notary or other officer. Where such
execution is by a Person acting in other than his or her individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his or
her authority.

     

    (b) The
ownership of Securities of any series shall be proved by the Register of such
Securities or by a certificate of the Registrar for such series.

     

    (c) The
record of any Holders’ meeting shall be proved in the manner provided in
Section 9.06.

     

    (d) The
Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem appropriate or necessary, so long as the
request is a reasonable one.

     

    (e) If
the Company shall solicit from the Holders of Securities of any series any
action, the Company may, at its option fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the
Company shall have no obligation to do so. Any such record date shall be fixed
at the Company’s discretion. If such a record date is fixed, such action may be
sought or given before or after the record date, but only the Holders of
Securities of record at the close of business on such record date shall be
deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities of such series
have authorized or agreed or consented to such action, and for that purpose the
Outstanding Securities of such series shall be computed as of such record
date.

     

    Section 8.03
Persons Deemed
Owners.

     

    (a) 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 3.08) interest, if any, 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. All payments made to any Holder, or upon
his, her or its order, shall be valid, and, to the extent of the sum or sums
paid, effectual to satisfy and discharge the liability for moneys payable upon
such Security.

     

    (b) None
of the Company, the Trustee, any Paying Agent or the 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.

     

    Section 8.04
Effect of
Consents. After an amendment, supplement, waiver or other action becomes
effective as to any series of Securities, a consent to it by a Holder of such
series of Securities is a continuing consent conclusive and binding upon such
Holder and every subsequent Holder of the same Securities
or portion thereof, and of any Security issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX

     

    SECURITYHOLDERS’
MEETINGS

     

    Section 9.01
Purposes of
Meetings. A meeting of Securityholders of any or all series may be called
at any time and from time to time pursuant to the provisions of this Article IX
for any of the following purposes:

     

    (a) to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any Default or Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article
VIII;

     

    (b) to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article XI;

     

    (c) to
consent to the execution of an Indenture or of indentures supplemental hereto
pursuant to the provisions of Section 14.02; or

     

    (d) to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Securities of any one or more or
all series, as the case may be, under any other provision of this Indenture or
under applicable law.

     

    Section 9.02
Call of Meetings by
Trustee. The Trustee may at any time call a meeting of all
Securityholders of all series that may be affected by the action proposed to be
taken, to take any action specified in Section 9.01, to be held at such
time and at such place as the Trustee shall determine. Notice of every meeting
of the Securityholders of a series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to Holders of Securities of such series at their addresses as
they shall appear on the Register of the Company. Such notice shall be mailed
not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     

    Section 9.03
Call of Meetings by
Company or Securityholders. In case at any time the Company or the
Holders of at least 10% in aggregate principal amount of the Securities of a
series (or of all series, as the case may be) then Outstanding that may be
affected by the action proposed to be taken, shall have requested the Trustee to
call a meeting of Securityholders of such series (or of all series), by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have mailed the notice of such meeting
within 20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 9.01, by mailing
notice thereof as provided in Section 9.02.

     

    Section 9.04
Qualifications for
Voting. To be entitled to vote at any meeting of Securityholders, a
Person shall (a) be a Holder of one or more Securities affected by the
action proposed to be taken at the meeting or (b) be a Person appointed by
an instrument in writing as proxy by a Holder of one or more such Securities.
The only Persons who shall be entitled to be present or to speak at any meeting
of Securityholders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     

    Section 9.05
Regulation of
Meetings.

     

    (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem fit.

     

    (b) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 9.03, in which case the Company or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chair. A permanent chairman and a permanent secretary
of the meeting shall be elected by majority vote of the meeting.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c) At
any meeting of Securityholders of a series, each Securityholder of such series
of such Securityholder’s proxy shall be entitled to one vote for each $1,000
principal amount of Securities of such series Outstanding held or represented by
him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities of such series held by him or
her or instruments in writing as aforesaid duly designating him or her as the
Person to vote on behalf of other Securityholders. At any meeting of the
Securityholders duly called pursuant to the provisions of Section 9.02 or
9.03 the presence of Persons holding or representing Securities in an aggregate
principal amount sufficient to take action upon the business for the transaction
of which such meeting was called shall be necessary to constitute a quorum, and
any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     

    Section 9.06
Voting. The
vote upon any resolution submitted to any meeting of Securityholders of a series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts of the Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Securityholders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.02. The record shall show the
principal amounts of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

     

    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

    Section 9.07
No Delay of Rights by
Meeting. Nothing contained in this Article IX shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Securityholders of
such series under any of the provisions of this Indenture or of the Securities
of such series.

     

    ARTICLE
X

     

    REPORTS BY THE COMPANY AND
THE TRUSTEE AND

     

    SECURITYHOLDERS’
LISTS

     

    Section 10.01
Reports by
Trustee.

     

    (a) So
long as any Securities are outstanding, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided therein. If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within 60 days after each following the date of this
Indenture deliver to Holders a brief report which complies with the provisions
of such Section 313(a).

     

    (b) The
Trustee shall, at the time of the transmission to the Holders of Securities of
any report pursuant to the provisions of this Section 10.01, file a copy of
such report with each stock exchange upon which the Securities are listed, if
any, and also with the SEC in respect of a Security listed and registered on a
national securities exchange, if any. The Company agrees to notify the Trustee
when, as and if the Securities become listed on any stock exchange.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    The
Company will reimburse the Trustee for all expenses incurred in the preparation
and transmission of any report pursuant to the provisions of this
Section 10.01 and of Section 10.02.

     

     Section 10.02
Reports by the
Company. The Company shall file with the Trustee and the SEC, 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 in the Trust Indenture Act; provided that,
unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 30 days after the same is filed with
the SEC. 

     

    Section 10.03
Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to
be furnished to the Trustee:

     

    (a)
semi-annually, within 15 days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of Securities to which such
Record Date applies, as of such Record Date, and

     

    (b) at
such other times as the Trustee may request in writing, within 30 days after
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 so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

     

    ARTICLE
XI

     

    CONCERNING THE
TRUSTEE

     

    Section 11.01
Rights of Trustees;
Compensation and Indemnity. The Trustee accepts the trusts created by
this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the Holders from time to time of the
Securities agree:

     

    (a) The
Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree in writing for all services rendered by it
hereunder (including in any agent capacity in which it acts). The compensation
of the Trustee shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon its request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee (including the
reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence,
bad faith or willful misconduct.

     

    The
Company also agrees to indemnify each of the Trustee and any predecessor Trustee
hereunder for, and to hold it harmless against, any and all loss, liability,
damage, claim, or expense incurred without its own negligence, bad faith or
willful misconduct, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the performance of its
duties (including in any agent capacity in which it acts), as well as 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,
except those attributable to its negligence, willful misconduct or bad faith.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    As
security for the performance of the obligations of the Company under this
Section 11.01(a), the Trustee shall have a lien upon all property and funds
held or collected by the Trustee as such, except funds held in trust by the
Trustee to pay principal of and interest on any Securities. Notwithstanding any
provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 11.01(a) shall
survive the resignation or removal of the Trustee and any satisfaction and
discharge under Article XII. When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (e) or (f) of
Section 7.01 occurs, the expenses and compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or similar laws.

     

    (b) The
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.

     

    (c) The
Trustee shall not be responsible in any manner whatsoever for the correctness of
the recitals herein or in the Securities (except its certificates of
authentication thereon) contained, all of which are made solely by the Company;
and the Trustee shall not be responsible or accountable in any manner whatsoever
for or with respect to the validity or execution or sufficiency of this
Indenture or of the Securities (except its certificates of authentication
thereon), and the Trustee makes no representation with respect thereto, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of any Securities, or the proceeds of any
Securities, authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

     

     (d)
The Trustee may consult with counsel of its selection, and, to the extent
permitted by Section 11.02, any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
by the Trustee hereunder in good faith and in accordance with such Opinion of
Counsel.

     

    (e) The
Trustee, to the extent permitted by Section 11.02, may rely upon the
certificate of the Secretary or one of the Assistant Secretaries of the Company
as to the adoption of any Board Resolution or resolution of the stockholders of
the Company, and any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by, and 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 may rely upon, an Officer’s Certificate of the
Company (unless other evidence in respect thereof be herein specifically
prescribed).

     

    (f)
Subject to Section 11.04, the Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have had if it
were not the Trustee or such agent.

     

    (g) Money
held by the Trustee in trust hereunder 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.

     

    (h) Any
action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the Holder of any Security
shall be conclusive and binding in respect of such Security upon all future
Holders thereof or of any Security or Securities which may be issued for or in
lieu thereof in whole or in part, whether or not such Security shall have noted
thereon the fact that such request or consent had been made or
given.

     

    (i)
Subject to the provisions of Section 11.02, the Trustee may conclusively
rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, 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.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (j)
Subject to the provisions of Section 11.02, the Trustee shall not be under
any obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of
the Holders of the Securities shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred by it therein or thereby.

     

    (k)
Subject to the provisions of Section 11.02, the Trustee shall not be liable
for any action taken or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred
upon it by this Indenture.

     

    (l)
Subject to the provisions of Section 11.02, the Trustee shall not be deemed
to have knowledge or notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless the
Holders of not less than 25% of the Outstanding Securities notify the Trustee
thereof.

     

     (m)
Subject to the provisions of the first paragraph of Section 11.02, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of Indebtedness or other paper or document, but the Trustee, may, but
shall not be required to, make further inquiry or investigation into such facts
or matters as it may see fit.

     

    (n) 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.

     

    Section 11.02
Duties of
Trustee.

     

    (a) If
one or more of the Events of Default specified in Section 7.01 with respect
to the Securities of any series shall have happened, then, during the
continuance thereof, the Trustee shall, with respect to such Securities,
exercise such of the rights and powers vested in it by this Indenture, and shall
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs.

     

    (b) None
of the provisions of this Indenture shall be construed as relieving the Trustee
from liability for its own negligent action, its own negligent action, negligent
failure to act, or its own willful misconduct, except that, anything in this
Indenture contained to the contrary notwithstanding,

     

    (i)
unless and until an Event of Default specified in Section 7.01 with respect
to the Securities of any series shall have happened which at the time is
continuing,

     

    (A) the
Trustee undertakes to perform such duties and only such duties with respect to
the Securities of that series as are specifically set out in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee, whose duties and obligations shall be determined solely by the
express provisions of this Indenture; and

     

    (B) the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it pursuant
to the express provisions of this Indenture; but in the case of any such
certificates or opinions which, by the provisions of this Indenture, 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, statements, opinions or conclusions
stated therein);

     

    (ii) the
Trustee shall not be liable to any Holder of Securities or to any other Person
for any error of judgment made in good faith by a Responsible Officer or
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

     

    (iii) the
Trustee shall not be liable to any Holder of Securities or to any other Person
with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction
of Securityholders given as provided in Section 7.06, relating to the time,
method and place of conducting any proceeding for any remedy available to it or
exercising any trust or power conferred upon it by this Indenture.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (c) None
of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to 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 11.02.

     

    Section 11.03
Notice of
Defaults. Within 90 days after the occurrence thereof, and if known to
the Trustee, the Trustee shall give to the Holders of the Securities of a series
notice of each Default or Event of Default with respect to the Securities of
such series known to the Trustee, by transmitting such notice to Holders at
their addresses as the same shall then appear on the Register of the Company,
unless such Default shall have been cured or waived before the giving of such
notice (the term “Default”
being hereby defined to be the events specified in Section 7.01, which are,
or after notice or lapse of time or both would become, Events of Default as
defined in said Section). Except in the case of a Default or Event of Default in
payment of the principal of, premium, if any, or interest on any of the
Securities of such series when and as the same shall become payable, or to make
any sinking fund payment as to Securities of the same series, the Trustee shall
be protected in withholding such notice, if and so long as a Responsible Officer
or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
of such series.

     

    Section 11.04
Eligibility;
Disqualification.

     

    (a) The
Trustee shall at all times satisfy the requirements of TIA Section 310(a).
The Trustee shall have a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition, and shall
have a Corporate Trust Office. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 11.04, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

     

    (b) The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture
or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(i) are met.
If the Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. If
Section 310(b) of the Trust Indenture Act is amended any time after the
date of this Indenture to change the circumstances under which a Trustee shall
be deemed to have a conflicting interest with respect to the Securities of any
series or to change any of the definitions in connection therewith, this
Section 11.04 shall be automatically amended to incorporate such
changes.

     

    Section 11.05
Registration and
Notice; Removal. The Trustee, or any successor to it hereafter appointed,
may at any time resign and be discharged of the trusts hereby created with
respect to any one or more or all series of Securities by giving to the Company
notice in writing. Such resignation shall take effect upon the appointment of a
successor Trustee and the acceptance of such appointment by such successor
Trustee. Any Trustee hereunder may be removed with respect to any series of
Securities at any time by the filing with such Trustee and the delivery to the
Company of an instrument or instruments in writing signed by the Holders of a
majority in principal amount of the Securities of such series then Outstanding,
specifying such removal and the date when it shall become
effective.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    If at any
time:

     

    (1) the
Trustee shall fail to comply with the provisions of TIA Section 310(b)
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

     

    (2) the
Trustee shall cease to be eligible under Section 11.04 and shall fail to
resign after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

     

    (3) the
Trustee shall become incapable of acting or 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 written notice to
the Trustee may remove the Trustee and appoint a successor Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), any
Securityholder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or
Trustees.

     

    Upon its
resignation or removal, any Trustee shall be entitled to the payment of
reasonable compensation for the services rendered hereunder by such Trustee and
to the payment of all reasonable expenses incurred hereunder and all moneys then
due to it hereunder. The Trustee’s rights to indemnification provided in
Section 11.01(a) shall survive its resignation or removal.

     

    Section 11.06
Successor Trustee by
Appointment.

     

    (a) In
case at any time the Trustee shall resign, or shall be removed (unless the
Trustee shall be removed as provided in Section 11.04(b), in which event
the vacancy shall be filled as provided in said subdivision), or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any series) may be appointed by the Holders of
a majority in principal amount of the Securities of that or those series then
Outstanding, by an instrument or instruments in writing signed in duplicate by
such Holders and filed, one original thereof with the Company and the other with
the successor Trustee; but, until a successor Trustee shall have been so
appointed by the Holders of Securities of that or those series as herein
authorized, the Company, or, in case all or substantially all the assets of the
Company shall be in the possession of one or more custodians or receivers
lawfully appointed, or of trustees in bankruptcy or reorganization proceedings
(including a trustee or trustees appointed under the provisions of the federal
bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the
case may be, by an instrument in writing, shall appoint a successor Trustee with
respect to the Securities of such series. Subject
to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid
of a successor Trustee with respect to the Securities of any series, the Trustee
with respect to the Securities of such series shall cease to be Trustee
hereunder. After any such appointment other than by the Holders of Securities of
that or those series, the Person making such appointment shall forthwith cause
notice thereof to be mailed to the Holders of Securities of such series at their
addresses as the same shall then appear on the Register of the Company but any
successor Trustee with respect to the Securities of such series so appointed
shall, immediately and without further act, be superseded by a successor Trustee
appointed by the Holders of Securities of such series in the manner above
prescribed, if such appointment be made prior to the expiration of one year from
the date of the mailing of such notice by the Company, or by such receivers,
trustees or assignees.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (b) If
any Trustee with respect to the Securities of one or more series shall resign or
be removed and a successor Trustee shall not have been appointed by the Company
or by the Holders of the Securities of such series or, if any successor Trustee
so appointed shall not have accepted its appointment within 30 days after such
appointment shall have been made, the resigning Trustee at the expense of the
Company may apply to any court of competent jurisdiction for the appointment of
a successor Trustee. If in any other case a successor Trustee shall not be
appointed pursuant to the foregoing provisions of this Section 11.06 within
three months after such appointment might have been made hereunder, the Holder
of any Security of the applicable series or any retiring Trustee at the expense
of the Company may apply to any court of competent jurisdiction to appoint a
successor Trustee. Such court may thereupon, in any such case, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.

     

    (c) Any
successor Trustee appointed hereunder with respect to the Securities of one or
more series shall execute, acknowledge and deliver to its predecessor Trustee
and to the Company, or to the receivers, trustees, assignees or court appointing
it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations with respect to such series of such predecessor Trustee
with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to pay over, and such successor Trustee shall
be entitled to receive, all moneys and properties held by such predecessor
Trustee as Trustee hereunder, subject nevertheless to its lien provided for in
Section 11.01(a). Nevertheless, on the written request of the Company or of
the successor Trustee or of the Holders of at least 10% in principal amount of
the Securities of such series then Outstanding, such predecessor Trustee, upon
payment of its said charges and disbursements, shall execute and deliver an
instrument transferring to such successor Trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor Trustee and
shall assign, transfer and deliver to the successor Trustee all moneys and
properties held by such predecessor Trustee, subject nevertheless to its lien
provided for in Section 11.01(a); and, upon request of any such successor
Trustee and the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Trustee all such authority, rights, powers, trusts,
immunities, duties and obligations.

     

    Section 11.07
Successor Trustee by
Merger. Any Person into which the Trustee or any successor to it in the
trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
any such successor to it shall be a party, or any Person to which the Trustee or
any successor to it shall sell or otherwise transfer all or substantially all of
the corporate trust business of the Trustee, shall be the successor Trustee
under this Indenture without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided that such Person shall be
otherwise qualified and eligible under this Article. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
with respect to one or more series of Securities, any of such Securities shall
have been authenticated but not delivered by the Trustee then in office, any
successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

     

    Section 11.08
Right to Rely on
Officer’s Certificate. Subject to Section 11.02, and subject to the
provisions of Section 16.01 with respect to the certificates required
thereby, whenever in the administration of the provisions of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence, bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officer’s Certificate with respect thereto delivered to the Trustee, and such
Officer’s Certificate, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    Section 11.09
Appointment of
Authenticating Agent. The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the
Securities, and the Trustee shall give written notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Unless limited by the terms of such appointment, any such
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. 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.

     

    Each
Authenticating Agent shall at all times be a corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Article XI, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Article XI, it shall resign immediately in the manner and
with the effect specified in this Article XI.

     

    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 Article
XI, 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 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 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 11.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. 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 11.09.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 11.01.

     

    Section 11.10
Communications by
Securityholders with Other Securityholders. Holders of Securities may
communicate pursuant to Section 312(b) of the Trust Indenture Act with
other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the Trust Indenture Act with respect to
such communications.

     

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

       

    

    ARTICLE
XII

     

    SATISFACTION AND DISCHARGE;
DEFEASANCE

     

    Section 12.01
Applicability of
Article. If, pursuant to Section 3.01, provision is made for the
defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to
Section 3.01), then the provisions of this Article shall be applicable
except as otherwise specified pursuant to Section 3.01 for Securities of
such series. Defeasance provisions, if any, for Securities denominated in a
Foreign Currency may be specified pursuant to Section 3.01.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section 12.02
Satisfaction and
Discharge of Indenture. This Indenture, with respect to the Securities of
any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Securities
herein expressly provided for and rights to receive payments of principal of and
premium, if any, and interest on such Securities) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when,

     

    (a)
either:

     

    (i) all
Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 and (B) Securities for
whose payment money 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 6.03) have been delivered to the
Trustee for cancellation; or

     

    (ii) all
Securities of such series not theretofore delivered to the Trustee for
cancellation,

    


    (A) have
become due and payable, or

     

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

     

    (C) are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice by the Trustee in the name, and at the
expense, of the Company, and the Company,

     

    and in
the case of (A), (B) or (C) above, has deposited or caused to be
deposited with the Trustee or Paying Agent as trust funds in trust for the
purpose an amount in the Currency in which such Securities are denominated
(except as otherwise provided pursuant to Section 3.01) sufficient to pay
and discharge the entire Indebtedness on such Securities for principal and
premium, if any, and interest to the date of such deposit (in the case of
Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the event a petition
for relief under federal bankruptcy laws, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or other similar
law, is filed with respect to the Company within 91 days after the deposit and
the Trustee is required to return the moneys then on deposit with the Trustee to
the Company, the obligations of the Company under this Indenture with respect to
such Securities shall not be deemed terminated or discharged;

     

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

     

    (c) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture with respect to such series
have been complied with. Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 11.01 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (a)(i) of this Section, the obligations
of the Trustee under Section 12.06 and the last paragraph of
Section 6.03(e) shall survive.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section 12.03
Defeasance upon
Deposit of Moneys or U.S. Government Obligations. At the Company’s
option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to Securities of any series on
the first day 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 6.04 with
respect to Securities of any series (and, if so specified pursuant to
Section 3.01, any other restrictive covenant added for the benefit of such
series pursuant to Section 3.01) at any time after the applicable
conditions set forth below have been satisfied:

     

    (a) The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such series
(i) money in an amount, or (ii) U.S. Government Obligations (as
defined below) that through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient to pay and discharge each
installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Securities of such series on
the dates such installments of interest or principal and premium are
due;

     

     (b)
No Default with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit (other than a Default resulting from
the borrowing of funds and the grant of any related liens to be applied to such
deposit); and

     

    (c) 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 U.S. federal income tax purposes as a result of the Company’s exercise
of its option under this Section and will be subject to federal income tax on
the same amounts and in the same manner and at the same times as would have been
the case if such action had not been exercised and, in the case of the
Securities of such series being Discharged accompanied by a ruling to that
effect received from or published by the Internal Revenue Service.

     

    “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, at the expense of the
Company, shall execute proper instruments acknowledging the same), except
(A) the rights of Holders of Securities of such series to receive, from the
trust fund described in clause (a) above, payment of the principal of and
premium, if any, and interest on such Securities when such payments are due,
(B) the Company’s obligations with respect to Securities of such series
under Sections 3.04, 3.06, 3.07, 6.02 and 12.06 and (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder.

     

    “U.S. Government
Obligations” means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States the timely of payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, that, in either case under clauses (i) or (ii) are not
callable or redeemable at the action of the issuer thereof, and shall also
include a depositary receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depositary receipt.

     

    Section 12.04
Repayment to
Company. The Trustee and any Paying Agent shall promptly pay to the
Company (or to its designee) upon Company Order any excess moneys or U.S.
Government Obligations held by them at any time. The provisions of the last
paragraph of Section 6.03 shall apply to any money held by the Trustee or
any Paying Agent under this Article that remains unclaimed for two years after
the Maturity of any series of Securities for which money or U.S. Government
Obligations have been deposited pursuant to Section 12.03.

     

    Section 12.05
Indemnity for U.S.
Government Obligations. The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on
such U.S. Government Obligations.

     

    Section 12.06
Application of Trust
Money.

     

    (a)
Subject to any applicable abandoned property law, neither the Trustee nor any
other paying agent shall be required to pay interest on any moneys deposited
pursuant to the provisions of this Indenture, except such as it shall agree with
the Company in writing to pay thereon. Any moneys so deposited for the payment
of the principal of, or premium, if any, or interest on the Securities of any
series
and remaining unclaimed for two years after the date of the maturity of the
Securities of such series or the date fixed for the redemption of all the
Securities of such series at the time outstanding, as the case may be, shall be
repaid by the Trustee or such other paying agent to the Company upon its written
request and thereafter, anything in this Indenture to the contrary
notwithstanding, any rights of the Holders of Securities of such series in
respect of which such moneys shall have been deposited shall be enforceable only
against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (b)
Subject to the provisions of the foregoing paragraph, any moneys which at any
time shall be deposited by the Company or on its behalf with the Trustee or any
other paying agent for the purpose of paying the principal of, premium, if any,
and interest on any of the Securities shall be and are hereby assigned,
transferred and set over to the Trustee or such other paying agent in trust for
the respective Holders of the Securities for the purpose for which such moneys
shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law.

     

    Section 12.07
Deposits of Non-U.S.
Currencies. Notwithstanding the foregoing provisions of this Article, if
the Securities of any series are payable in a Currency other than U.S. Dollars,
the Currency or the nature of the government obligations to be deposited with
the Trustee or paying agent under the foregoing provisions of this Article shall
be as set forth in the Officer’s Certificate or established in the supplemental
indenture under which the Securities of such series are issued.

     

    ARTICLE
XIII

     

    IMMUNITY OF CERTAIN
PERSONS

     

    Section 13.01
No Personal
Liability. No recourse shall be had for the payment of the principal of,
or the premium, if any, or interest on, any Security or for any claim based
thereon or otherwise in respect thereof or of the Indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, because of the
incurring of the Indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities and as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities expressly waived and
released.

     

    ARTICLE
XIV

     

    SUPPLEMENTAL
INDENTURES

     

    Section 14.01
Without Consent of
Securityholders. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any one
or more of or all the following purposes:

     

    (a) to
add to the covenants and agreements of the Company, to be observed thereafter
and during the period, if any, in such supplemental indenture or indentures
expressed, and to add Events of Default, in each case for the protection or
benefit of the Holders of all or any series of the Securities (and if such
covenants, agreements and Events of Default are to be for the benefit of fewer
than all series of Securities, stating that such covenants, agreements and
Events of Default are expressly being included for the benefit of such series as
shall be identified therein), or to surrender any right or power herein
conferred upon the Company;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


     (b)
to delete or modify any Events of Default with respect to all or any series of
the Securities, the form and terms of which are being established pursuant to
such supplemental indenture as permitted in Section 3.01 (and, if any such
Event of Default is applicable to fewer than all such series of the Securities,
specifying the series to which such Event of Default is applicable), and to
specify the rights and remedies of the Trustee and the Holders of such
Securities in connection therewith;

     

    (c) to
add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect;

     

    (d) to
change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no
Outstanding Security of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision and as
to which such supplemental indenture would apply;

     

    (e) to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and
obligations of the Company contained in the Securities of one or more series and
in this Indenture or any supplemental indenture;

     

    (f) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee 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 for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 11.06(c);

     

    (g) to
secure any series of Securities;

     

    (h) to
evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or
11.07 hereof as permitted by the terms thereof;

     

    (i) to
cure or reform any ambiguity mistake, manifest error, omission, defect or
inconsistency, or to conform the text of any provision herein or in any
indenture supplemental hereto to any description thereof in the applicable
section of a prospectus, prospectus supplement or other offering document that
was intended to be a verbatim recitation of a provision of this Indenture of any
indenture supplemental hereto;

     

    (j) to
add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act;

     

     (k) to
make any change in any series of Securities that does not adversely affect in
any material respect the interests of the Holders of such
Securities; 

     

     (l) to
provide for uncertificated securities in addition to certificated
securities; 

     

     (m) to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of
Securities; 

     

     (n) to
prohibit the authentication and delivery of additional series of Securities;
or 

     

     (o) to
establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a
series previously authorized or to add to the conditions, limitations or
restrictions on the authorized amount, terms or purposes of issue,
authentication or delivery of the Securities of any series, as herein set forth,
or other conditions, limitations or restrictions thereafter to be
observed. 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Subject
to the provisions of Section 14.03, the Trustee is authorized to join with
the Company in the execution of any such supplemental indenture, to make the
further agreements and stipulations which may be therein contained and to accept
the conveyance, transfer, assignment, mortgage or pledge of any property or
assets thereunder.

     

    Any
supplemental indenture authorized by the provisions of this Section 14.01
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 14.02.

     

    Section 14.02
With Consent of
Securityholders; Limitations.

     

    (a) With
the consent of the Holders (evidenced as provided in Article VIII) of a majority
in aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture voting separately, the Company and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series to be affected; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security of each
such series affected thereby,

     

    (i)
extend the Stated Maturity of the principal of, or any installment of interest
on, any Security, or reduce the principal amount thereof or the interest thereon
or any premium payable upon redemption thereof, or extend the Stated Maturity
of, or change the Currency in which the principal of and premium, if any, or
interest on such Security is denominated or payable, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 7.02, or impair the right to institute suit for the enforcement of
any payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or materially adversely affect the
economic terms of any right to convert or exchange any Security as may be
provided pursuant to Section 3.01; or

     

     (ii)
reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any 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

     

    (iii)
modify any of the provisions of this Section, Section 7.06 or
Section 6.06, 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;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 6.06, or the deletion of this proviso, in accordance
with the requirements of Sections 11.06 and 14.01(f); or

     

    (iv)
modify, without the written consent of the Trustee, the rights, duties or
immunities of the Trustee.

     

    (b) A
supplemental indenture that changes or eliminates any 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 the Holders of
Securities of any other series.

     

    (c) It
shall not be necessary for the consent of the Securityholders under this
Section 14.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     

    (d) The
Company may set a record date for purposes of determining the identity of the
Holders of each series of Securities entitled to give a written consent or waive
compliance by the Company as authorized or permitted by this Section. Such
record date shall not be more than 30 days prior to the first solicitation of
such consent or waiver or the date of the most recent list of Holders furnished
to the Trustee prior to such solicitation pursuant to Section 312 of the
Trust Indenture Act.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (e)
Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 14.02, the Company
shall mail a notice, setting forth in general terms the substance of such
supplemental indenture, to the Holders of Securities at their addresses as the
same shall then appear in the Register of the Company. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental
indenture.

    


    Section 14.03
Trustee
Protected. Upon the request of the Company, accompanied by the Officer’s
Certificate and Opinion of Counsel required by Section 16.01 stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture, and evidence reasonably satisfactory to the Trustee of consent of the
Holders if the supplemental indenture is to be executed pursuant to
Section 14.02, the Trustee shall join with the Company in the execution of
said supplemental indenture unless said supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into said supplemental indenture. The Trustee shall be fully protected in
relying upon such Officer’s Certificate and an Opinion of Counsel.

    


    Section 14.04
Effect of Execution of
Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article XIV, this Indenture shall be deemed
to be modified and amended in accordance therewith and, except as herein
otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of all of the Securities or of the Securities of any
series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     

    Section 14.05
Notation on or
Exchange of Securities. Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in the form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for the Securities then
Outstanding in equal aggregate principal amounts, and such exchange shall be
made without cost to the Holders of the Securities.

     

    Section 14.06
Conformity with
TIA. Every supplemental indenture executed pursuant to the provisions of
this Article shall conform to the requirements of the Trust Indenture Act as
then in effect.

     

    ARTICLE
XV

     

    SUBORDINATION OF
SECURITIES

     

    Section 15.01
Agreement to
Subordinate. In the event a series of Securities is designated as
subordinated pursuant to Section 3.01, and except as otherwise provided in
a Company Order or in one or more indentures supplemental hereto, the Company,
for itself, its successors and assigns, covenants and agrees, and each Holder of
Securities of such series by his, her or its acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest, if any, on each and all of the Securities of such series is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness. In
the event a series of Securities is not designated as subordinated pursuant to
Section 3.01(s), this Article XV shall have no effect upon the
Securities.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Section 15.02
Distribution on
Dissolution, Liquidation and Reorganization; Subrogation of Securities.
Subject to Section 15.01, upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the
rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan
of reorganization under applicable bankruptcy law):

     

    (a) the
holders of all Senior Indebtedness shall be entitled to receive payment in full
of the principal thereof (and premium, if any) and interest due thereon before
the Holders of the Securities are entitled to receive any payment upon the
principal (or premium, if any) or interest, if any, on Indebtedness evidenced by
the Securities; and

    


    (b) any
payment or distribution of assets of the Company of any 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 XV
shall be paid by the liquidation trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and

     

    (c) 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 is paid in full, such
payment or distribution shall be paid over, upon written notice to a Responsible
Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or
its representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, as calculated by the Company, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

     

    (d)
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior
Indebtedness (to the extent that distributions otherwise payable to such holder
have been applied to the payment of Senior Indebtedness) to receive payments or
distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest,
if any, on the Securities shall be paid in full and no such payments or
distributions to the Holders of the Securities of cash, property or securities
otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
XV 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, on the other hand. Nothing contained in this Article XV 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 Senior
Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest, if any, on the Securities as
and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Securities 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 XV of
the holders of Senior Indebtedness 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 XV, the
Trustee, subject to the provisions of Section 15.05, shall be entitled to
conclusively rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereof
and all other facts pertinent thereto or to this Article XV.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    


    Section 15.03
No Payment on
Securities in Event of Default on Senior Indebtedness. Subject to
Section 15.01, no payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made at anytime if: (i) a default on Senior Indebtedness exists that
permits the holders of such Senior Indebtedness to accelerate its maturity and
(ii) the default is the subject of judicial proceedings or the Company has
received notice of such default. The Company may resume payments on the
Securities when full payment of amounts then due for principal (premium, if
any), sinking funds and interest on Senior Indebtedness has been made or duly
provided for in money or money’s worth.

     

    In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.03, such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of such Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, as calculated by the Company,
but only to the extent that the holders of such Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on such Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.

     

    Section 15.04
Payments on Securities
Permitted. Subject to Section 15.01, nothing contained in this
Indenture or in any of the Securities shall (a) affect the obligation of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 15.02 and 15.03, payments of principal of (or premium, if
any) or interest, if any, on the Securities or (b) prevent the application
by the Trustee of any moneys or assets deposited with it hereunder to the
payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless a Responsible Officer of the Trustee shall
have received at its Corporate Trust Office written notice of any fact
prohibiting the making of such payment from the Company or from the holder of
any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee more than two Business Days prior to the date
fixed for such payment.

     

    Section 15.05
Authorization of
Securityholders to Trustee to Effect Subordination. Subject to
Section 15.01, each Holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his, her or its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article XV and appoints the Trustee his attorney-in-fact for any and all
such purposes.

     

    Section 15.06
Notices to
Trustee. The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies or assets to or by the Trustee in respect of the
Securities of any series pursuant to the provisions of this Article XV. Subject
to Section 15.01, notwithstanding the provisions of this Article XV or any
other provisions of this Indenture, neither the Trustee nor any Paying Agent
(other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any
payment of moneys or assets to or by the Trustee or such Paying Agent, unless
and until a Responsible Officer of the Trustee or such Paying Agent shall have
received (in the case of a Responsible Officer of the Trustee, at the Corporate
Trust Office of the Trustee) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee and, prior to the receipt of
any such written notice, the Trustee shall be entitled in all respects
conclusively to presume that no such facts exist; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys or assets may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) a Responsible Officer of the Trustee shall
not have received with respect to such moneys or assets the notice provided for
in this Section 15.06, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys or assets 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 within two Business Days prior to such date. The Trustee 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 (or a trustee on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. 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 to participate in any payment or distribution pursuant to this
Article XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
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 XV 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.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    Section 15.07
Trustee as Holder of
Senior Indebtedness. Subject to Section 15.01, the Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article XV in respect of any Senior Indebtedness at any time held by it to the
same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Sections 7.05 or 11.01.

     

    Section 15.08
Modifications of Terms
of Senior Indebtedness. Subject to Section 15.01, any renewal or
extension of the time of payment of any Senior Indebtedness or the exercise by
the holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the
waiver of default thereunder, may be made or done all without notice to or
assent from the Holders of the Securities or the Trustee. No compromise,
alteration, amendment, modification, extension, renewal or other change of, or
waiver, consent or other action in respect of, any liability or obligation under
or in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is outstanding
or of such Senior Indebtedness, whether or not such release is in accordance
with the provisions of any applicable document, shall in any way alter or affect
any of the provisions of this Article XV or of the Securities relating to the
subordination thereof.

     

    Section 15.09
Reliance on Judicial
Order or Certificate of Liquidating Agent. Subject to Section 15.01,
upon any payment or distribution of assets of the Company referred to in this
Article XV, the Trustee and the Holders of the Securities shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of 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 XV.

     

    Section 15.10
Satisfaction and
Discharge; Defeasance and Covenant Defeasance. Subject to
Section 15.01, amounts and U.S. Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Article XII and not, at the
time of such deposit, prohibited to be deposited under Sections 15.02 or 15.03
shall not be subject to this Article XV.

    


    Section 15.11
Trustee Not Fiduciary
for Holders of Senior Indebtedness. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness 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. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article XV or otherwise.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XVI

     

    MISCELLANEOUS
PROVISIONS

     

    Section 16.01
Certificates and
Opinions as to Conditions Precedent.

     

    (a) Upon
any request or application by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

     

    (b) Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates provided pursuant to
Section 6.05 of this Indenture) shall include (i) a statement that the
Person giving such certificate or opinion has read such covenant or condition;
(ii) 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; (iii) a statement that, in the view or
opinion of such Person, he or she has made such examination or investigation as
is necessary to enable such Person to express an informed view or opinion as to
whether or not such covenant or condition has been complied with; and
(iv) a statement as to whether or not, in the view or opinion of such
Person, such condition or covenant has been complied with.

     

    (c) Any
certificate, statement or opinion of an officer of the Company 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 or her certificate, statement or
opinion is based are erroneous. Any certificate, statement or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate,
statement 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, statement or opinion or
representations with respect to such matters are erroneous.

     

    (d) Any
certificate, statement or opinion of an officer of the Company or of counsel to
the Company may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of,

    or
representations by, an accountant or firm of accountants, unless such officer or
counsel, as the case may be, knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may
be based are erroneous. Any certificate or opinion of any firm of independent
registered public accountants filed with the Trustee shall contain a statement
that such firm is independent.

     

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

     

    (f) 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.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    Section 16.02
Trust Indenture Act
Controls. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by
any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture
Act, such imposed duties or incorporated provision shall control.

     

    Section 16.03
Notices to the Company
and Trustee. Any notice or demand authorized by this Indenture to be made
upon, given or furnished to, or filed with, the Company or the Trustee shall be
sufficiently made, given, furnished or filed for all purposes if it shall be
mailed, delivered or telefaxed to:

     

    (a) the
Company, at Kun Tai
International Mansion Building, Suite 2315, Yi No. 12, Chaoyangmenwai Avenue,
Chaoyang District, Beijing, China 100020, Attention: Chief Financial
Officer, Facsimile No.:                     ,
or at such other address or facsimile number as may have been furnished in
writing to the Trustee by the Company.

     

    (b) the
Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust
Administrator.

     

    Any such
notice, demand or other document shall be in the English language.

     

    Section 16.04
Notices to
Securityholders; Waiver. Any notice required or permitted to be given to
Securityholders shall be sufficiently given (unless otherwise herein expressly
provided),

     

    (a) if to
Holders, if given in writing by first class mail, postage prepaid, to such
Holders at their addresses as the same shall appear on the Register of the
Company.

     

    (b) In
the event of suspension of regular mail service or by reason of any other cause
it shall be impracticable to give notice by mail, then such notification as
shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

     

    (c) Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance on such
waiver. In any case where notice to Holders is given by mail; neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency
of such notice with respect to other Holders, and any notice that is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given. In any case where notice to Holders is given by publication, any defect
in any notice so published as to any particular Holder shall not affect the
sufficiency of such notice with respect to other Holders, and any notice that is
published in the manner herein provided shall be conclusively presumed to have
been duly given.

     

    Section 16.05
Legal Holiday.
Unless otherwise specified pursuant to Section 3.01, in any case where any
Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that
series, then payment of principal and premium, if any, or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business
Day.

     

    Section 16.06
Effects 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 16.07
Successors and
Assigns. All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or
not.

     

    Section 16.08
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.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    Section 16.09
Benefits of
Indenture. Nothing in this Indenture expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or to give to, any Person or corporation other than the parties
hereto and their successors and the Holders of the Securities any benefit or any
right, remedy or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all covenants,
conditions, stipulations, promises and agreements in this Indenture contained
shall be for the sole and exclusive benefit of the parties hereto and their
successors and of the Holders of the Securities.

     

    Section 16.10
Counterparts
Originals. This Indenture 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 16.11
Governing Law; Waiver
of Trial by Jury. This Indenture and the Securities shall be deemed to be
contracts made under the law of the State of New York and for all purposes shall
be governed by and construed in accordance with the law of said State.


     

    EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

     

    [signature
page follows]

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              GENERAL
      STEEL HOLDINGS, INC.,

              as
      Issuer

            
	 
      	 
      
	
              By:

            	 
      	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      	 
      
	 
      	 
      
	 
      	 
      	
              ,

            
	
              as
      Trustee

            
	 
      	 
      
	
              By:

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Title:

            	 
      	 
      


    

     

    
      
        
        

      

      
        53