Exhibit 4.8 


	
  

 
	 

 
	
  

 
	
 SAFE BULKERS, INC.

 
	
  

 
	
 as Issuer,

 
	
  

 
	
 and

 
	
  

 
	
 [                 ]

 
	
  

 
	
 as Trustee

 






	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 INDENTURE

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Dated as of [        ]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
 PROVIDING FOR ISSUANCE OF DEBT SECURITIES

 
	
  

 	
  

 	
  

 
	 

 









CROSS-REFERENCE TABLE* 


	
  

 	
  

 	
  

 	
  

 
	
 Trust
 Indenture

 	
  

 	
 Indenture

 
	
 Act
 Section

 	
  

 	
 Section

 
	
 310

 	
 (a)(1)

 	
  

 	
 7.10

 
	
  

 	
 (a)(2)

 	
  

 	
 7.10

 
	
  

 	
 (a)(3)

 	
  

 	
 N.A.

 
	
  

 	
 (a)(4)

 	
  

 	
 N.A.

 
	
  

 	
 (a)(5)

 	
  

 	
 7.10

 
	
  

 	
 (b)

 	
  

 	
 7.10

 
	
  

 	
 (c)

 	
  

 	
 N.A.

 
	
 311

 	
 (a)

 	
  

 	
 7.11

 
	
  

 	
 (b)

 	
  

 	
 7.11

 
	
  

 	
 (c)

 	
  

 	
 N.A.

 
	
 312

 	
 (a)

 	
  

 	
 2.05

 
	
  

 	
 (b)

 	
  

 	
 11.03

 
	
  

 	
 (c)

 	
  

 	
 11.03

 
	
 313

 	
 (a)

 	
  

 	
 7.06

 
	
  

 	
 (b)(1)

 	
  

 	
 N.A.

 
	
  

 	
 (b)(2)

 	
  

 	
 7.06; 7.07

 
	
  

 	
 (c)

 	
  

 	
 7.06; 11.02

 
	
  

 	
 (d)

 	
  

 	
 7.06

 
	
 314

 	
 (a)

 	
  

 	
 11.02; 11.04

 
	
  

 	
 (b)

 	
  

 	
 N.A.

 
	
  

 	
 (c)(1)

 	
  

 	
 11.04

 
	
  

 	
 (c)(2)

 	
  

 	
 11.04

 
	
  

 	
 (c)(3)

 	
  

 	
 N.A.

 
	
  

 	
 (d)

 	
  

 	
 N.A.

 
	
  

 	
 (e)

 	
  

 	
 11.05

 
	
  

 	
 (f)

 	
  

 	
 N.A.

 
	
 315

 	
 (a)

 	
  

 	
 7.01; 7.02

 
	
  

 	
 (b)

 	
  

 	
 7.05; 11.02

 
	
  

 	
 (c)

 	
  

 	
 7.01

 
	
  

 	
 (d)

 	
  

 	
 7.01

 
	
  

 	
 (e)

 	
  

 	
 6.11

 
	
 316

 	
 (a) (last sentence)

 	
  

 	
 2.09

 
	
  

 	
 (a)(1)(A)

 	
  

 	
 6.05

 
	
  

 	
 (a)(1)(B)

 	
  

 	
 6.04

 
	
  

 	
 (a)(2)

 	
  

 	
 N.A.

 
	
  

 	
 (b)

 	
  

 	
 6.07

 
	
  

 	
 (c)

 	
  

 	
 2.12

 
	
 317

 	
 (a)(1)

 	
  

 	
 6.08

 
	
  

 	
 (a)(2)

 	
  

 	
 6.09

 
	
  

 	
 (b)

 	
  

 	
 2.04

 
	
 318

 	
 (a)

 	
  

 	
 11.01

 
	
  

 	
 (b)

 	
  

 	
 N.A.

 
	
  

 	
 (c)

 	
  

 	
 11.01

 



N.A. means not applicable. 
* This Cross Reference Table
is not part of this Indenture. 


-i-





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	 

 
	
  

 
	
 ARTICLE 1

 
	
  

 	
  

 	
  

 	
  

 
	
 DEFINITIONS AND INCORPORATION BY REFERENCE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 1.01

 	
 Definitions

 	
  

 	
 1

 
	
 Section 1.02

 	
 Other
 Definitions

 	
  

 	
 7

 
	
 Section 1.03

 	
 Incorporation
 by Reference of Trust Indenture Act

 	
  

 	
 7

 
	
 Section 1.04

 	
 Rules of
 Construction

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 2

 
	
  

 	
  

 	
  

 	
  

 
	
 THE NOTES

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 2.01

 	
 Form and
 Dating

 	
  

 	
 8

 
	
 Section 2.02

 	
 Execution
 and Authentication

 	
  

 	
 11

 
	
 Section 2.03

 	
 Registrar
 and Paying Agent

 	
  

 	
 12

 
	
 Section 2.04

 	
 Paying Agent
 to Hold Money in Trust

 	
  

 	
 12

 
	
 Section 2.05

 	
 Holder Lists

 	
  

 	
 13

 
	
 Section 2.06

 	
 Transfer and
 Exchange

 	
  

 	
 13

 
	
 Section 2.07

 	
 Replacement
 Notes

 	
  

 	
 25

 
	
 Section 2.08

 	
 Outstanding
 Notes

 	
  

 	
 25

 
	
 Section 2.09

 	
 Treasury
 Notes

 	
  

 	
 25

 
	
 Section 2.10

 	
 Temporary
 Notes

 	
  

 	
 26

 
	
 Section 2.11

 	
 Cancellation

 	
  

 	
 26

 
	
 Section 2.12

 	
 Defaulted
 Interest

 	
  

 	
 26

 
	
 Section 2.13

 	
 CUSIP
 Numbers

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 3

 
	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION AND PREPAYMENT

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 3.01

 	
 Redemption
 and Prepayment

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 4

 
	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 4.01

 	
 Payment of
 Notes

 	
  

 	
 27

 
	
 Section 4.02

 	
 Maintenance
 of Office or Agency

 	
  

 	
 27

 


-ii-









	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 5

 
	
  

 	
  

 	
  

 	
  

 
	
 SUCCESSORS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 5.01

 	
 Merger,
 Consolidation or Sale of Assets

 	
  

 	
 28

 
	
 Section 5.02

 	
 Successor
 Person Substituted

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 6

 
	
  

 	
  

 	
  

 	
  

 
	
 DEFAULTS AND REMEDIES

 
	
  

 
	
 Section 6.01

 	
 Events of
 Default

 	
  

 	
 29

 
	
 Section 6.02

 	
 Acceleration

 	
  

 	
 30

 
	
 Section 6.03

 	
 Other
 Remedies

 	
  

 	
 31

 
	
 Section 6.04

 	
 Waiver of
 Existing Defaults

 	
  

 	
 31

 
	
 Section 6.05

 	
 Control by
 Majority

 	
  

 	
 31

 
	
 Section 6.06

 	
 Limitation
 on Suits

 	
  

 	
 31

 
	
 Section 6.07

 	
 Rights of
 Holders of Notes to Receive Payment

 	
  

 	
 32

 
	
 Section 6.08

 	
 Collection
 Suit by Trustee

 	
  

 	
 32

 
	
 Section 6.09

 	
 Trustee May
 File Proofs of Claim

 	
  

 	
 32

 
	
 Section 6.10

 	
 Priorities

 	
  

 	
 33

 
	
 Section 6.11

 	
 Undertaking
 for Costs

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7

 
	
  

 	
  

 	
  

 	
  

 
	
 TRUSTEE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 7.01

 	
 Duties of
 Trustee

 	
  

 	
 33

 
	
 Section 7.02

 	
 Rights of
 Trustee

 	
  

 	
 35

 
	
 Section 7.03

 	
 Individual
 Rights of Trustee

 	
  

 	
 36

 
	
 Section 7.04

 	
 Trustee’s
 Disclaimer

 	
  

 	
 36

 
	
 Section 7.05

 	
 Notice of
 Defaults

 	
  

 	
 36

 
	
 Section 7.06

 	
 Reports by
 Trustee to Holders

 	
  

 	
 37

 
	
 Section 7.07

 	
 Compensation
 and Indemnity

 	
  

 	
 37

 
	
 Section 7.08

 	
 Replacement
 of the Trustee

 	
  

 	
 38

 
	
 Section 7.09

 	
 Successor
 Trustee by Merger, etc

 	
  

 	
 39

 
	
 Section 7.10

 	
 Eligibility;
 Disqualification

 	
  

 	
 39

 
	
 Section 7.11

 	
 Preferential
 Collection of Claims Against the Company

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 8

 
	
  

 	
  

 	
  

 	
  

 
	
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 8.01

 	
 Option to Effect
 Legal Defeasance or Covenant Defeasance

 	
  

 	
 39

 


-iii-









	
  

 	
  

 	
  

 	
  

 
	
 Section 8.02

 	
 Legal
 Defeasance and Discharge

 	
  

 	
 39

 
	
 Section 8.03

 	
 Covenant
 Defeasance

 	
  

 	
 40

 
	
 Section 8.04

 	
 Conditions
 to Legal or Covenant Defeasance

 	
  

 	
 41

 
	
 Section 8.05

 	
 Deposited
 Money and Government Securities to Be Held in Trust; Other Miscellaneous
 Provisions

 	
  

 	
 42

 
	
 Section 8.06

 	
 Repayment to
 Company

 	
  

 	
 42

 
	
 Section 8.07

 	
 Reinstatement

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 9

 
	
  

 	
  

 	
  

 	
  

 
	
 AMENDMENT, SUPPLEMENT AND WAIVER

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 9.01

 	
 Without
 Consent of Holders of Notes

 	
  

 	
 43

 
	
 Section 9.02

 	
 With Consent
 of Holders of Notes

 	
  

 	
 44

 
	
 Section 9.03

 	
 Compliance
 with Trust Indenture Act

 	
  

 	
 46

 
	
 Section 9.04

 	
 Revocation
 and Effect of Consents

 	
  

 	
 46

 
	
 Section 9.05

 	
 Notation on
 or Exchange of Notes

 	
  

 	
 46

 
	
 Section 9.06

 	
 Trustee to
 Sign Amendments, etc

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 10

 
	
  

 	
  

 	
  

 	
  

 
	
 GUARANTEE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 10.01

 	
 Guarantee

 	
  

 	
 46

 
	
 Section
 10.02

 	
 Limitation
 on Liability

 	
  

 	
 49

 
	
 Section
 10.03

 	
 Successors
 and Assigns

 	
  

 	
 49

 
	
 Section
 10.04

 	
 No Waiver

 	
  

 	
 49

 
	
 Section
 10.05

 	
 Modification

 	
  

 	
 50

 
	
 Section
 10.06

 	
 Execution of
 Supplemental Indenture for Future Guarantors

 	
  

 	
 50

 
	
 Section
 10.07

 	
 Non-Impairment

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 11

 
	
  

 	
  

 	
  

 	
  

 
	
 MISCELLANEOUS

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 11.01

 	
 Trust
 Indenture Act Controls

 	
  

 	
 50

 
	
 Section
 11.02

 	
 Notices

 	
  

 	
 50

 
	
 Section
 11.03

 	
 Communication
 by Holders with Other Holders

 	
  

 	
 52

 
	
 Section 11.04

 	
 Certificate
 and Opinion as to Conditions Precedent

 	
  

 	
 52

 
	
 Section
 11.05

 	
 Statements
 Required in Certificate or Opinion

 	
  

 	
 52

 
	
 Section
 11.06

 	
 Rules by
 Trustee and Agents

 	
  

 	
 53

 
	
 Section
 11.07

 	
 No Personal
 Liability of Directors, Officers, Employees, Members and Stockholders

 	
  

 	
 53

 


-iv-









	
  

 	
  

 	
  

 	
  

 
	
 Section
 11.08

 	
 Governing
 Law

 	
  

 	
 53

 
	
 Section
 11.09

 	
 No Adverse
 Interpretation of Other Agreements

 	
  

 	
 53

 
	
 Section
 11.10

 	
 Successors

 	
  

 	
 53

 
	
 Section
 11.11

 	
 Severability

 	
  

 	
 54

 
	
 Section
 11.12

 	
 Counterpart
 Originals

 	
  

 	
 54

 
	
 Section
 11.13

 	
 Table of Contents,
 Headings, etc

 	
  

 	
 54

 
	
 Section
 11.14

 	
 Waiver of
 Jury Trial

 	
  

 	
 54

 
	
 Section
 11.15

 	
 Force
 Majeure

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 12

 
	
  

 	
  

 	
  

 	
  

 
	
 SATISFACTION AND DISCHARGE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 12.01

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 54

 
	
 Section
 12.02

 	
 Application
 of Trust Money

 	
  

 	
 55

 


-v-






                    INDENTURE
dated as of [          ]
between Safe Bulkers, Inc, a Marshal Islands corporation (as further defined
below, the “Company”)
and [          ], as trustee
(the “Trustee”).


W
I T N E S S E T H :


                    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured debentures, notes, bonds or other
evidences of indebtedness (the “Notes”) in an unlimited aggregate principal
amount 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.


                    The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the Notes:


ARTICLE 1


DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01
Definitions.


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


                    “Agent”
means any Registrar or Paying Agent.


                    “Applicable
Procedures” means, with respect to any transfer or transaction involving
a Global Note or beneficial interest therein, the rules and procedures of the
Depositary, Euroclear and Clearstream, in each case to the extent applicable to
such transaction and as in effect from time to time.


                    “Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal or state law
of any jurisdiction relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors.


                    “Board of
Directors” means the board of directors or comparable governing body
of the Company, as the case may be, in either case as constituted as of the
date of any determination required to be made, or action required to be taken,
pursuant to this Indenture. 


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


                    “Capital
Stock” means:









	
  

 	
  

 
	
  

 	
           (1)
 in the case of a corporation, corporate stock;

 
	
  

 	
  

 
	
  

 	
           (2)
 in the case of an association or business entity, any and all shares,
 interests, participations, rights or other equivalents (however designated)
 of corporate stock;

 
	
  

 	
  

 
	
  

 	
           (3)
 in the case of a partnership or limited liability company, partnership or
 membership interests (whether general or limited); and

 



                    (4)
any other interest (other than any debt obligation) 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.


                    “Clearstream”
means Clearstream Banking, société anonyme (formerly Cedelbank).


                    “Commission”
or “SEC” means the Securities and Exchange Commission.


                    “Corporate
Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 11.02 or such other address as to which the Trustee may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee.


                    “Default”
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default; provided, that any Default that results
solely from the taking of an action that would have been permitted but for the
continuation of a previous Default will be deemed to be cured if such previous
Default is cured prior to becoming an Event of Default.


                    “Definitive
Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06, substantially in the form
of Exhibit A hereto except that such Note shall not bear the Global Note
Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto.


                    “Depositary”
means, with respect to the securities of any series, the Person specified in
Section 2.03 as the Depositary with respect to the Notes, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.


                    “Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels office, as operator
of the Euroclear system.


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


                    “GAAP”
means “GAAP” means generally accepted accounting principles in the United
States of America as in effect from time to time. 


-2-





                    “Global Note
Legend” means the legend set forth in Section 2.06(f)(ii) which is
required to be placed on all Global Notes issued under this Indenture.


                    “Global Notes”
means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes.


                    “Government
Securities” means direct obligations of, or obligations guaranteed
by, the United States of America, and the payment for which the United States
pledges its full faith and credit.


                    “Guarantee”
or “guarantee”
means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness, measured as the lesser of the aggregate outstanding
amount of the Indebtedness so guaranteed and the face amount of the guarantee.


                    “Guarantor”
means any Subsidiary that executes a supplemental indenture and provides a
Subsidiary Guarantee in accordance with the terms of any supplemental
indenture.


                    
“Holder”
means a holder of the Notes.


                    “Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:


	
  

 	
  

 
	
  

 	
           (1)
 in respect of borrowed money;

 
	
  

 	
  

 
	
  

 	
           (2)
 evidenced by bonds, notes, debentures or similar instruments or letters of
 credit; 

 
	
  

 	
  

 
	
  

 	
           if
 and to the extent any of the preceding items would appear as a liability upon
 a balance sheet of the specified Person prepared in accordance with GAAP.

 



                    The
term “Indebtedness” includes all Indebtedness of others secured by a Lien on
any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the
guarantee by such Person of any indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be:


	
  

 	
  

 
	
  

 	
           (1)
 the accreted value thereof, in the case of any Indebtedness issued with
 original issue discount; and

 



                    (2)
the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness.


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


-3-





                    “Indirect
Participant” means a Person who holds a beneficial
interest in a Global Note through a Participant.


                    “Institutional
Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act that is not also a QIB. 


                    “Issue Date”
with respect to any series of Notes means the date that Notes of any such
series are first issued under this Indenture and any supplemental indenture.


                    “Legal
Holiday” means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
on such payment for the intervening period.


                    “Non-U.S.
Person” means a Person who is not a U.S. Person.


                    “Note”
or “Notes”
has the meaning assigned to it in the preamble.


                    “Note
Guarantee” means any guarantee of the obligations of the Company under
this Indenture and the Notes by any Person in accordance with the provisions of
this Indenture.


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


                    “Officers’
Certificate” means a certificate signed on behalf of the Company by
two Officers of the Company, one of whom must be the principal executive
officer, the chief financial officer or the treasurer of the Company that meets
the requirements of Section 11.05.


                    “Opinion of
Counsel” means an opinion from legal counsel that meets the
requirements of Section 11.05. The counsel may be an employee of or counsel to
the Company or any Subsidiary of the Company.


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


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


                    “Private
Placement Legend” means the legend set forth in Section
2.06(f)(i)(a) to be placed on Notes issued under this Indenture where
appropriate. 


                    “QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


-4-





                    “Register” means
a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Notes and of
transfers and exchanges of such Notes which the Company shall cause to be kept
at the appropriate office of the Registrar in accordance with Section 2.03.


                    “Regulation S”
means Regulation S promulgated under the Securities Act.


                    “Regulation S
Global Note” means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend, the Private Placement Legend and
the Regulation S Legend deposited with or on behalf of, and registered in the
name of, the Depositary or its nominee that will be issued in an initial
denomination equal to the outstanding principal amount of any Notes initially
sold in reliance on Rule 903 of Regulation S.


                    “Regulation S
Legend” means the legend set forth in Section 2.06(f)(iii) which is
required to be placed on all Regulation S Global Notes issued under this
Indenture.


                    “Regulation
S-X” means Regulation S-X promulgated by the Commission.


                    “Responsible
Officer” when used with respect to the Trustee, means any officer
within the Corporate Trust Administration of the Trustee (or any successor
group of the Trustee) who customarily performs functions similar to those
performed by the Persons who at the time shall be such officer and with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.


                    “Restricted
Definitive Note” means a Definitive Note bearing the Private
Placement Legend.


                    “Restricted
Global Note” means a Global Note bearing the Private Placement
Legend.


                    “Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person
that is not an Unrestricted Subsidiary.


                    “Rule 144”
means Rule 144 promulgated under the Securities Act.


                    “Rule 144A”
means Rule 144A promulgated under the Securities Act.


                    “Rule 144A
Global Note” means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in an initial denomination equal
to the outstanding principal amount of any Notes initially sold in reliance on
Rule 144A.


                    “Rule 903”
means Rule 903 promulgated under the Securities Act.


                    “Rule 904”
means Rule 904 promulgated under the Securities Act.


-5-





                    “Security”
or “Securities”
means one or more of the Notes duly authenticated by the Trustee and delivered
pursuant to the provisions of this Indenture.


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


                    “Significant
Subsidiary” means (a) with respect to any Person, any Restricted
Subsidiary of such Person which would be considered a “Significant Subsidiary”
as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and (b)
in addition, with respect to the Company, Capital Corp.


                    “Stated
Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness, or, if none, the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


                    “Subsidiary”
means, with respect to any Person:


	
  

 	
  

 
	
  

 	
           (1)
 any corporation, association or other business entity of which at least 50%
 of the total voting power of shares of Capital Stock entitled (without regard
 to the occurrence of any contingency) to vote in the election of directors,
 managers or trustees thereof is at the time owned or controlled, directly or
 indirectly, by such Person or one or more of the other Subsidiaries of that
 Person (or a combination thereof) and, in the case of any such entity of
 which 50% of the total voting power of shares of Capital Stock is so owned or
 controlled by such Person or one or more of the other Subsidiaries of such
 Person, such Person and its Subsidiaries also have the right to control the
 management of such entity pursuant to contract or otherwise; and

 
	
  

 	
  

 
	
  

 	
           (2)
 any partnership (a) the sole general partner or the managing general partner
 of which is such Person or a Subsidiary of such Person or (b) the only
 general partners of which are such Person or one or more Subsidiaries of such
 Person (or any combination thereof).

 
	
  

 	
  

 
	
  

 	
           “Subsidiary
 Guarantee” means the Guarantee of the payment of any series of
 Notes by any Subsidiary of the Company pursuant to the terms of a
 supplemental indenture with respect to such Notes executed in accordance with
 the terms hereof.

 



                    “Tax”
shall mean any tax, duty, levy, impost, assessment or other governmental charge
(including penalties, interest and any other liabilities related thereto).


                    “TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in
effect on the date on which this Indenture is qualified under the TIA; provided,
however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
then “TIA” means, to the extent required by such amendment, the Trust Indenture
Act of 1939 as so amended.


                    “Trustee”
means
[                    ],
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.


-6-






                    “Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear
and are not required to bear the Private Placement Legend.


                    “Unrestricted
Global Note” means a permanent Global Note substantially in the form
of Exhibit A attached hereto that bears the Global Note Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing any Notes that do not bear the Private
Placement Legend.


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


                    “Wholly Owned
Restricted Subsidiary” of any Person means a Restricted Subsidiary
of such Person all of the outstanding common equity interests or other
ownership interests of which (other than directors’ qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.


Section 1.02
Other Definitions.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Term

 	
  

 	
  

 	
 Defined

 in Section

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 “Authentication
 Order”

 	
  

 	
 2.02

 	
  

 
	
 “Covenant
 Defeasance”

 	
  

 	
 8.03

 	
  

 
	
 “DTC”

 	
  

 	
 2.03

 	
  

 
	
 “Event of
 Default”

 	
  

 	
 6.01

 	
  

 
	
 “Guaranteed
 Obligations”

 	
  

 	
 10.01

 	
  

 
	
 “Legal
 Defeasance”

 	
  

 	
 8.02

 	
  

 
	
 “Paying
 Agent”

 	
  

 	
 2.03

 	
  

 
	
 “Payment
 Default”

 	
  

 	
 6.01

 	
  

 
	
 “Purchase
 Date”

 	
  

 	
 3.09

 	
  

 
	
 “Registrar”

 	
  

 	
 2.03

 	
  

 



Section 1.03
Incorporation by Reference of Trust Indenture Act.


                    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


                    The
following TIA terms used in this Indenture have the following meanings:


                    “indenture
securities” means the Notes;


                    “indenture
security holder” means a Holder of a Note;


                    “indenture
to be qualified” means this Indenture;


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


-7-






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


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


Section 1.04
Rules of Construction.


                    Unless
the context otherwise requires:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ii)
 an accounting term not otherwise defined has the meaning assigned to it in
 accordance with GAAP;

 
	
  

 	
  

 
	
  

 	
           (iii)
 “or” is not exclusive;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (v)
 provisions apply to successive events and transactions;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (vii)
 references to any statute, law, rule or regulation shall be deemed to refer
 to the same as from time to time amended and in effect and to any successor
 statute, law, rule or regulation;

 
	
  

 	
  

 
	
  

 	
           (viii)
 references to any contract, agreement or instrument shall mean the same as
 amended, modified, supplemented or amended and restated from time to time, in
 each case, in accordance with any applicable restrictions contained in this
 Indenture; and

 
	
  

 	
  

 
	
  

 	
           (ix)
 “including” means “including, without limitation.”

 


ARTICLE 2


THE NOTES


Section 2.01
Form and Dating.


          (a)
General.
The Notes shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage or this Indenture and may reference terms of the Notes.
Each Note shall be dated the date of its authentication. 


-8-





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


                    (a)
the title of the series (which shall distinguish the Notes of such series from
the Notes of all other series;


                    (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 Notes of such series pursuant to this Indenture); 


                    (c)
the dates on which or periods during which the Notes 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 Notes 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 Notes of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, whether such
interest shall be payable in cash or additional Notes of the same series or
shall accrue and increase the aggregate principal amount outstanding of such
series (including if such Securities were originally issued at a discount), 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 Notes of the series shall be
denominated or in which payment of the principal of, premium, if any, or
interest in the Notes of the series shall be payable and any other terms
concerning such payment; 


                    (f)
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;


                    (g)
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;


                    (h)
the obligation or right, if any, of the Company to redeem, purchase or repay
Notes 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, and
the terms and conditions upon which Notes of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation; 


-9-





                    (i)
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; 


                    (j)
the Guarantors, if any, of the Notes of the series, and the extent of the
guarantees (including provisions relating to seniority, subordination, and the
release of the Guarantors), if any, and any additions or changes to permit or
facilitate guarantees of such Securities; 


                    (k)
whether the Notes of the series are to be issued as original issue discount
Securities and the amount of discount with which such Notes may be issued; 


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


                    (m)
whether the Notes of the series are to be issued in whole or in part in the
form of one or more Global Notes, and, in such case, the Depositary for such
Global Notes, and the terms and conditions, if any, upon which interests in
such Global Note or Global Notes may be exchanged in whole or in part for the
individual Notes represented thereby in definitive form registered in the name
or names of Persons other than such Depositary or a nominee or nominees
thereof; 


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


                    (o)
the form of the Notes of the series; 


                    (p)
whether the Notes of such series are subject to subordination and the terms of
such subordination; 


                    (q)
any restriction or condition on the transferability of the Notes such series; 


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


                    (s)
any addition or change in the provisions related to supplemental indentures
which applies to Notes of such series; 


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


                    (u)
any addition to or change in the Events of the Default which applies to any
Notes of the series; and


                    (v)
any other terms of the Notes of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section
9.01).


-10-





          (b)
Global
Notes. Notes issued in global form shall be substantially in the
form of Exhibit A (including the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit
A (without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note
shall represent such outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06.


          (c)
[Reserved]


          (d)
Euroclear
and Clearstream Procedures Applicable. The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream (or, in each case,
equivalent documents setting forth the procedures of Euroclear and Clearstream)
shall be applicable to transfers of beneficial interests in Regulation S Global
Notes that are held by Participants through Euroclear or Clearstream.


Section 2.02
Execution and Authentication.


                    Two
Officers shall sign the Notes for the Company by manual or facsimile signature.


                    If
an Officer whose signature is on a Note no longer holds that office at the time
a Note is authenticated, the Note shall nevertheless be valid.


                    A
Note shall not be valid until authenticated by the manual signature (which may
be by facsimile) of the Trustee. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


                    At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication; and the Trustee shall authenticate and deliver Notes upon a
written order of the Company signed by an Officer of the Company (an “Authentication
Order”). Such Authentication Order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated,
and whether the Notes are to be issued as one or more Global Notes and such
other information as the Company may include or the Trustee may reasonably
request. The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is unlimited.


                    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication 


-11-





by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or
an Affiliate of the Company.


Section 2.03
Registrar and Paying Agent.


                    The
Company shall maintain an office or agency, where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where
Notes may be presented for payment (“Paying Agent”). Until otherwise designated
by the Company, the Company’s office or agency in New York shall be the office
of the Trustee maintained for such purpose. The Registrar shall keep the
Register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Registrar or Paying Agent may resign at any time upon
not less than 10 Business Days’ prior written notice to the Company. The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate any applicable terms of the
TIA. The Company shall notify the Trustee in writing of the name and address of
any Agent not a party to this Indenture. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.


                    The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes.


                    The
Company shall initially appoint the Trustee to act as the Registrar and Paying
Agent and to act as custodian with respect to the Global Notes.


Section 2.04
Paying Agent to Hold Money in Trust.


                    Principal
of, premium, if any, and interest on the Notes will be payable at the office of
the Paying Agent or, at the option of the Company, payment of interest may be
made by check mailed to Holders at their respective addresses set forth in the
Register;
provided, all payments of principal, premium, if any, and interest
with respect to the Notes represented by one or more Global Notes registered in
the name or held by the Depositary shall be made by wire transfer of
immediately available funds to accounts specified by the Holder prior to 10:00
a.m., New York time, on each due date of the principal and interest on any
Note. The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee. Upon payment over to the Trustee,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.


-12-





Section 2.05
Holder Lists.


                    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA § 312(a). If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders, and the Company
shall otherwise comply with TIA § 312(a).


Section 2.06
Transfer and Exchange.


          (a)
Transfer
and Exchange of Global Notes. A Global Note may not be transferred
as a whole except by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if:


	
  

 	
  

 
	
  

 	
           (i)
 the Company delivers to the Trustee notice from the Depositary that it is
 unwilling or unable to continue to act as Depositary or that it is no longer
 a clearing agency registered under the Exchange Act and, in either case, a
 successor Depositary is not appointed by the Company within 120 days after
 the date of such notice from the Depositary;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Company in its sole discretion determine that the Global Notes (in whole
 but not in part) should be exchanged for Definitive Notes and deliver a
 written notice to such effect to the Trustee; or

 
	
  

 	
  

 
	
  

 	
           (iii)
 there shall have occurred and be continuing a Default or Event of Default
 with respect to the Notes.

 



                    Upon
the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant
to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a);
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f).


          (b) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in
the Global Notes shall be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Prior to the expiration of the 40-day distribution compliance period set
forth in Regulation S, beneficial interests in any Regulation S Global Notes
may be held only through Euroclear or Clearstream unless transferred 


-13-





in accordance
with Section 2.06(b)(iii)(A). Transfers of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (i) or (ii) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


	
  

 	
  

 	
  

 
	
  

 	
           (i)
 Transfer
 of Beneficial Interests in the Same Global Note. Beneficial
 interests in any Restricted Global Note may be transferred to Persons who
 take delivery thereof in the form of a beneficial interest in the same
 Restricted Global Note in accordance with the transfer restrictions set forth
 in the Private Placement Legend. Beneficial interests in any Unrestricted
 Global Note may be transferred to Persons who take delivery thereof in the
 form of a beneficial interest in an Unrestricted Global Note. No written
 orders or instructions shall be required to be delivered to the Registrar to
 effect the transfers described in this Section 2.06(b)(i).

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 All
 Other Transfers and Exchanges of Beneficial Interests in Global Notes.
 In connection with all transfers and exchanges of beneficial interests that
 are not subject to Section 2.06(b)(i) above, the transferor of such
 beneficial interest must deliver to the Registrar either:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 a written order from a Participant or an Indirect Participant given to the
 Depositary in accordance with the Applicable Procedures directing the
 Depositary to credit or cause to be credited a beneficial interest in another
 Global Note in an amount equal to the beneficial interest to be transferred
 or exchanged; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 instructions given in accordance with the Applicable Procedures containing
 information regarding the Participant account to be credited with such
 increase; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 a written order from a Participant or an Indirect Participant given to the
 Depositary in accordance with the Applicable Procedures directing the
 Depositary to cause to be issued a Definitive Note in an amount equal to the
 beneficial interest to be transferred or exchanged; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 instructions given by the Depositary to the Registrar containing information
 regarding the Person in whose name such Definitive Note shall be registered
 to effect the transfer or exchange referred to in (A) above. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 Transfer
 of Beneficial Interests to Another Restricted Global Note. A
 beneficial interest in any Restricted Global Note may be transferred to a
 Person who takes delivery thereof in the form of a beneficial interest in
 another Restricted Global Note if the transfer complies with the requirements
 of Section 2.06(b)(ii) above and the Registrar receives the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 if the transferee will take delivery in the form of a beneficial interest in
 the Rule 144A Global Note, then the transferor must deliver a certificate in
 the form of Exhibit B hereto, including the certifications in item (1)
 thereof; and

 


-14-







	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 if the transferee will take delivery in the form of a beneficial interest in
 the Regulation S Global Note, then the transferor must deliver a certificate
 in the form of Exhibit B hereto, including the certifications in item
 (2) thereof.

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 Transfer
 and Exchange of Beneficial Interests in a Restricted Global Note for
 Beneficial Interests in an Unrestricted Global Note. A beneficial
 interest in any Restricted Global Note may be exchanged by any Holder thereof
 for a beneficial interest in an Unrestricted Global Note or transferred to a
 Person who takes delivery thereof in the form of a beneficial interest in an
 Unrestricted Global Note if the exchange or transfer complies with the
 requirements of Section 2.06(b)(ii) above and:

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 such exchange or transfer is effected with the Company’s consent; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 such exchange or transfer is effected after the expiration of the 40-day
 distribution compliance period set forth in Regulation S and the Registrar
 receives the following:

 
	
  

 	
  

 	
  

 
	
  

 	
           (1)
 if the Holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a beneficial interest in an
 Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
 C hereto, including the certifications in item (1)(a) thereof; or

 
	
  

 	
  

 
	
  

 	
           (2)
 if the Holder of such beneficial interest in a Restricted Global Note
 proposes to transfer such beneficial interest to a Person who shall take
 delivery thereof in the form of a beneficial interest in an Unrestricted
 Global Note, a certificate from such Holder in the form of Exhibit B
 hereto, including the certifications in item (4) thereof;

 



and, in each
such case set forth in this subparagraph (B), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


	
  

 	
  

 
	
  

 	
           If
 any such transfer is effected pursuant to subparagraph (B) above at a time
 when an Unrestricted Global Note has not yet been issued, the Company shall
 issue and, upon receipt of an Authentication Order in accordance with Section
 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in
 an aggregate principal amount equal to the aggregate principal amount of
 beneficial interests transferred pursuant to subparagraph (B) above.

 



                    Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


          (c)
Transfer
or Exchange of Beneficial Interests for Definitive Notes.


-15-









	
  

 	
  

 
	
                     (i)
 Beneficial
 Interests in Restricted Global Notes to Restricted Definitive Notes.
 If any Holder of a beneficial interest in a Restricted Global Note proposes
 to exchange such beneficial interest for a Restricted Definitive Note or to
 transfer such beneficial interest to a Person who takes delivery thereof in
 the form of a Restricted Definitive Note, then, upon receipt by the Registrar
 of the following documentation:

 
	
  

 	
  

 
	
  

 	
           (A)
 if the Holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a Restricted Definitive
 Note, a certificate from such Holder in the form of Exhibit C hereto,
 including the certifications in item (2)(a) thereof (provided that any such
 beneficial interest in Regulation S Global Note shall not be so exchangeable
 until after the expiration of the 40-day distribution compliance period set
 forth in Regulation S);

 
	
  

 	
  

 
	
  

 	
           (B)
 if such beneficial interest is being transferred to a QIB in accordance with
 Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit
 B hereto, including the certifications in item (1) thereof;

 
	
  

 	
  

 
	
  

 	
           (C)
 if such beneficial interest is being transferred to a Non-U.S. Person in an
 offshore transaction in accordance with Rule 903 or Rule 904 under the
 Securities Act, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications in item (2) thereof;

 
	
  

 	
  

 
	
  

 	
           (D)
 if such beneficial interest is being transferred pursuant to an exemption
 from the registration requirements of the Securities Act in accordance with
 Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit
 B hereto, including the certifications in item (3)(a) thereof;

 
	
  

 	
  

 
	
  

 	
           (E)
 if such beneficial interest is being transferred to an Institutional
 Accredited Investor in reliance on an exemption from the registration
 requirements of the Securities Act other than those listed in subparagraphs
 (B) through (D) above, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications, certificates and Opinion of Counsel
 required by item (3)(d) thereof, if applicable;

 
	
  

 	
  

 
	
  

 	
           (F)
 if such beneficial interest is being transferred to the Company or any of its
 Subsidiaries, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications in item (3)(b) thereof; or

 
	
  

 	
  

 
	
  

 	
           (G)
 if such beneficial interest is being transferred pursuant to an effective
 registration statement under the Securities Act, a certificate to the effect
 set forth in Exhibit B hereto, including the certifications in item
 (3)(c) thereof,

 



the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(g), and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name
or names and in such authorized denomination or denominations as the Holder of
such beneficial 


-16-





interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.


                    (ii)
Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A Holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if:


	
  

 	
  

 
	
  

 	
           (A)
 such exchange or transfer is effected with the Company’s consent; or

 
	
  

 	
  

 
	
  

 	
           (B)
 such exchange or transfer is effected after the expiration of the 40-day
 distribution compliance period set forth in Regulation S and the Registrar
 receives the following:

 






	
  

 	
  

 
	
  

 	
           (1)
 if the Holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a Definitive Note that does
 not bear the Private Placement Legend, a certificate from such Holder in the
 form of Exhibit C hereto, including the certifications in item (1)(b)
 thereof; or

 
	
  

 	
  

 
	
  

 	
           (2)
 if the Holder of such beneficial interest in a Restricted Global Note
 proposes to transfer such beneficial interest to a Person who shall take
 delivery thereof in the form of a Definitive Note that does not bear the
 Private Placement Legend, a certificate from such Holder in the form of Exhibit
 B hereto, including the certifications in item (4) thereof;

 



and, in each
such case set forth in this subparagraph (B), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


                    (iii)
Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any Holder of a beneficial interest in an Unrestricted Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(g),
and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iii) shall be registered in such name
or names and in such authorized denomination or denominations as the Holder of
such beneficial interest shall instruct the Registrar through instructions from
the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive 


-17-





Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.


          (d)
Transfer and Exchange of Definitive Notes for Beneficial Interests in Global
Notes.


                    (i)
Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes.
If any Holder of a Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note or to transfer such
Restricted Definitive Notes to a Person who takes delivery thereof in the form
of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


	
  

 	
  

 
	
  

 	
           (A)
 if the Holder of such Restricted Definitive Note proposes to exchange such
 Note for a beneficial interest in a Restricted Global Note, a certificate
 from such Holder in the form of Exhibit C hereto, including the
 certifications in item (2)(b) thereof;

 
	
  

 	
  

 
	
  

 	
           (B)
 if such Restricted Definitive Note is being transferred to a QIB in
 accordance with Rule 144A under the Securities Act, a certificate to the
 effect set forth in Exhibit B hereto, including the certifications in
 item (1) thereof;

 
	
  

 	
  

 
	
  

 	
           (C)
 if such Restricted Definitive Note is being transferred to a Non- U.S. Person
 in an offshore transaction in accordance with Rule 903 or Rule 904 under the
 Securities Act, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications in item (2) thereof;

 
	
  

 	
  

 
	
  

 	
           (D)
 if such Restricted Definitive Note is being transferred pursuant to an
 exemption from the registration requirements of the Securities Act in
 accordance with Rule 144 under the Securities Act, a certificate to the
 effect set forth in Exhibit B hereto, including the certifications in
 item (3)(a) thereof;

 
	
  

 	
  

 
	
  

 	
           (E)
 if such Restricted Definitive Note is being transferred to an Institutional
 Accredited Investor in reliance on an exemption from the registration
 requirements of the Securities Act other than those listed in subparagraphs
 (B) through (D) above, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications, certificates and Opinion of Counsel
 required by item (3) thereof, if applicable;

 
	
  

 	
  

 
	
  

 	
           (F)
 if such Restricted Definitive Note is being transferred to the Company or any
 of its Subsidiaries, a certificate to the effect set forth in Exhibit B
 hereto, including the certifications in item (3)(b) thereof; or

 
	
  

 	
  

 
	
  

 	
           (G)
 if such Restricted Definitive Note is being transferred pursuant to an
 effective registration statement under the Securities Act, a certificate to
 the effect set forth in Exhibit B hereto, including the certifications
 in item (3)(c) thereof,

 


-18-





the Trustee
shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the Rule
144A Global Note or, in the case of clause (C) above, the Regulation S Global
Note.


                    (ii)
Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Restricted
Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note only if:


	
  

 	
  

 
	
  

 	
           (A)
 such exchange or transfer is effected with the Company’s consent; or

 
	
  

 	
  

 
	
  

 	
           (B)
 such exchange or transfer is effected after the expiration of the 40-day
 distribution compliance period set forth in Regulation S and the Registrar
 receives the following:

 






	
  

 	
  

 
	
  

 	
           (1)
 if the Holder of such Definitive Notes proposes to exchange such Notes for a
 beneficial interest in the Unrestricted Global Note, a certificate from such
 Holder in the form of Exhibit C hereto, including the certifications
 in item (1)(c) thereof; or

 
	
  

 	
  

 
	
  

 	
           (2)
 if the Holder of such Definitive Notes proposes to transfer such Notes to a
 Person who shall take delivery thereof in the form of a beneficial interest
 in the Unrestricted Global Note, a certificate from such Holder in the form
 of Exhibit B hereto, including the certifications in item (4) thereof;

 



and, in each
such case set forth in this subparagraph (B), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global
Note.


                    (iii)
Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time. Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.


                    If
any such exchange or transfer from a Definitive Note to a beneficial interest
is effected pursuant to subparagraph (ii)(B) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication 


-19-





Order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


          (e)
Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request
by a Holder of Definitive Notes and such Holder’s compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e):


	
  

 	
  

 
	
  

 	
           (i)
 Restricted
 Definitive Notes to Restricted Definitive Notes. Any Restricted
 Definitive Note may be transferred to and registered in the name of Persons
 who take delivery thereof in the form of a Restricted Definitive Note if the
 Registrar receives the following:

 






	
  

 	
  

 
	
  

 	
           (A)
 if the transfer will be made pursuant to Rule 144A under the Securities Act,
 then the transferor must deliver a certificate in the form of Exhibit B
 hereto, including the certifications in item (1) thereof;

 
	
  

 	
  

 
	
  

 	
           (B)
 if the transfer will be made pursuant to Rule 903 or Rule 904, then the
 transferor must deliver a certificate in the form of Exhibit B hereto,
 including the certifications in item (2) thereof; and

 
	
  

 	
  

 
	
  

 	
           (C)
 if the transfer will be made pursuant to any other exemption from the
 registration requirements of the Securities Act, then the transferor must
 deliver a certificate in the form of Exhibit B hereto, including the
 certifications, certificates and Opinion of Counsel required by item (3)
 thereof, if applicable.

 






	
  

 	
  

 
	
  

 	
           (ii)
 Restricted
 Definitive Notes to Unrestricted Definitive Notes. Any Restricted
 Definitive Note may be exchanged by the Holder thereof for an Unrestricted
 Definitive Note or transferred to a Person or Persons who take delivery
 thereof in the form of an Unrestricted Definitive Note if:

 






	
  

 	
  

 
	
  

 	
           (A)
 such exchange or transfer is effected with the Company’s consent; or

 
	
  

 	
  

 
	
  

 	
           (B)
 such exchange or transfer is effected after the expiration of the 40-day
 distribution compliance period set forth in Regulation S and the Registrar
 receives the following:

 






	
  

 	
  

 
	
  

 	
           (1)
 if the Holder of such Restricted Definitive Notes proposes to exchange such
 Notes for an Unrestricted Definitive Note, a certificate from such Holder in
 the form of Exhibit C hereto, including the certifications in item
 (1)(d) thereof; or

 


-20-









	
  

 	
  

 
	
  

 	
           (2)
 if the Holder of such Restricted Definitive Notes proposes to transfer such
 Notes to a Person who shall take delivery thereof in the form of an
 Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit
 B hereto, including the certifications in item (4) thereof;

 
	
  

 	
  

 
	
  

 	
           and,
 in each such case set forth in this subparagraph (B), if the Registrar so
 requests, an Opinion of Counsel in form reasonably acceptable to the Company
 to the effect that such exchange or transfer is in compliance with the
 Securities Act and that the restrictions on transfer contained herein and in
 the Private Placement Legend are no longer required in order to maintain
 compliance with the Securities Act.

 
	
  

 	
  

 
	
  

 	
           (iii)
 Unrestricted
 Definitive Notes to Unrestricted Definitive Notes. A Holder of
 Unrestricted Definitive Notes may transfer such Notes to a Person who takes
 delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt
 of a request to register such a transfer, the Registrar shall register the
 Unrestricted Definitive Notes pursuant to the instructions from the Holder
 thereof.

 






          (f)
Legends.
The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture:


	
  

 	
  

 
	
  

 	
 (i) Private
 Placement Legend.

 
	
  

 	
  

 
	
  

 	
           (A)
 Except as permitted by subparagraph (B) below, each Restricted Global Note
 and each Definitive Note (and all Notes issued in exchange therefor or
 substitution thereof) shall bear the legend in substantially the following
 form:

 






	
  

 	
  

 
	
  

 	
 THE NOTE (OR
 ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
 EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT
 OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY
 NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
 REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
 NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
 THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
 BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR
 THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
 OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED
 INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
 TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION
 MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE
 THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
 REQUIREMENTS OF RULE 904 UNDER 

 


-21-









	
  

 	
  

 
	
  

 	
 THE
 SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
 COUNSEL IF THE COMPANY SO REQUESTS), (II) TO THE COMPANY, OR (III) PURSUANT
 TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH
 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
 APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
 IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF
 THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN
 BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR
 RESALE OF THE NOTE EVIDENCED HEREBY.

 






	
  

 	
  

 
	
  

 	
           (B)
 Notwithstanding the foregoing, any Initial Note and any Global Note or
 Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii),
 (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes
 issued in exchange therefor or substitution thereof) shall not bear the
 Private Placement Legend.

 






	
  

 	
  

 
	
  

 	
           (ii)
 Global
 Note Legend. Each Global Note shall bear a legend in substantially
 the following form:

 
	
  

 	
  

 
	
  

 	
 THIS GLOBAL
 NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
 NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
 HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
 THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
 PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
 EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
 INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
 CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL
 NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
 CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
 FOR NOTES IN DEFINITIVE FORM, THIS NOTE 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
 REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
 NEW YORK) (“DTC”), TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY 

 


-22-









	
  

 	
  

 
	
  

 	
 CERTIFICATE
 ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY
 BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
 TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
 REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
 OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
 HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 
	
  

 	
  

 
	
  

 	
           (iii)
 Regulation
 S Legend. Each Regulation S Global Note should bear a legend in
 substantially the following form:

 
	
  

 	
  

 
	
  

 	
 THIS NOTE (OR ITS PREDECESSOR) WAS
 ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER
 THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY
 NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
 OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
 SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN
 REGULATION S UNDER THE SECURITIES ACT.

 



          (g)
Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole
and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note shall be reduced accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


          (h)
General
Provisions Relating to Transfers and Exchanges.


                    (i)
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company’s order or at the Registrar’s request.


                    (ii)
No service charge shall be made to a Holder of a beneficial interest in a
Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar 


-23-





governmental
charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to
Sections 2.10 and 9.05).


                    (iii)
The Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.


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


                    (v)
The Company shall not be required to register the transfer of or to exchange a
Note between a record date and the next succeeding interest payment date.


                    (vi)
Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name
any Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Company shall be affected
by notice to the contrary.


                    (vii)
The Trustee shall authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02.


                    (viii)
All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.


                    (ix)
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 law.


                    (x)
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 (including any transfers between or among Depositary Participants or
beneficial owners of interests in any Global 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.


                    (xi)
Neither the Trustee nor any Agent shall have any responsibility for any actions
taken or not taken by the Depositary.


-24-





                    (xii)
Notwithstanding anything contained herein, any transfers, replacements or
exchanges of Notes, including as contemplated in this Article 2, shall not be
deemed to be an incurrence of Indebtedness.


Section 2.07
Replacement Notes.


                    If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.


                    Every
replacement Note is an additional legally binding obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.


Section 2.08
Outstanding Notes.


                    The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in accordance
with the provisions of this Indenture, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the
Note.


                    If
a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.


                    If
the principal amount of any Note is considered paid under Section 4.01, it
ceases to be outstanding and interest on it ceases to accrue.


                    If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.


Section 2.09
Treasury Notes.


                    In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or by
any Person directly or indirectly controlled by or under direct or indirect
common control with the Company or, if the TIA is applicable to this Indenture,
to the extent required by the TIA, any person controlling the Company, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction,
waiver or 


-25-





consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded.


Section 2.10
Temporary Notes.


                    Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Definitive Notes in exchange for temporary Notes.


                    Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture.


Section 2.11
Cancellation.


                    The
Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such
canceled Notes in its customary manner. The Company may not issue new Notes to
replace Notes that they have paid or that have been delivered to the Trustee
for cancellation.


Section 2.12
Defaulted Interest.


                    If
the Company default in a payment of interest on the Notes, they shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, which interest on defaulted interest shall
accrue until the defaulted interest is deemed paid hereunder, to the Persons
who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01. The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Company shall fix or cause to be
fixed each such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


Section 2.13
CUSIP Numbers.


                    The Company in
issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed 


-26-





on the Notes,
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” numbers of any Notes. 


ARTICLE 3



REDEMPTION AND PREPAYMENT


Section 3.01
Redemption and Prepayment


                    The
redemption and prepayment terms with respect to any series of Notes will be set
forth in one or more supplemental indentures governing such series of Notes.


ARTICLE 4



COVENANTS


Section 4.01
Payment of Notes.


                    The
Company shall pay or cause to be paid the principal, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. New York City time on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. 


                    The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1.00% per
annum in excess of the then applicable interest rate on the Notes to the extent
lawful; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.


Section 4.02
Maintenance of Office or Agency.


                    The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall 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.


                    The Company
may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however,
that no such designation or 


-27-





rescission
shall in any manner relieve the Company of their obligation to maintain an
office or agency in the Borough of Manhattan, The City of New York for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.


                    The
Company hereby designates [      ], as one such office or agency of the Company in
accordance with Section 2.03.


ARTICLE 5



SUCCESSORS


Section 5.01
Merger, Consolidation or Sale of Assets.


                    The Company may not, directly or indirectly: (1) consolidate or merge with or into
another Person or (2) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of its properties or assets, in one or more related
transactions, to another Person; unless:


	
  

 	
  

 
	
  

 	
           (A)
 either: 

 
	
  

 	
  

 
	
  

 	
           (i)
 the Company is the surviving Person; or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Person formed by or surviving any such consolidation or merger (if other
 than the Company) or to which such sale, assignment, transfer, conveyance or
 other disposition shall have been made is a Person organized or existing
 under the laws of the United States, any state thereof or the District of
 Columbia, provided
 that if the Person formed by or surviving any such consolidation or merger
 with the Company is a limited liability company or a Person other than a
 corporation, a corporate co-issuer shall also be an obligor with respect to
 the Notes;

 
	
  

 	
  

 
	
  

 	
           (B)
 the Person formed by or surviving any such consolidation or merger (if other
 than the Company) or the Person to which such sale, assignment, transfer,
 conveyance or other disposition shall have been made assumes all the
 obligations of the Company under the Notes and this Indenture pursuant to
 agreements reasonably satisfactory to the Trustee; and 

 
	
  

 	
  

 
	
  

 	
           (C)
 immediately after such transaction no Default or Event of Default exists.

 



                    In
addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. 


Section 5.02
Successor Person Substituted.


                    Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company in accordance with Section 5.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such
transfer is made shall succeed to and (except in the case of a lease) be
substituted for, and may exercise every right and power of, such Issuer under
this 


-28-





Indenture with
the same effect as if such successor Person had been named herein as the Company, and (except in the case of a lease) the Company shall be released from
the obligations under the Notes and this Indenture, except with respect to any
obligations that arise from, or are related to, such transaction.


ARTICLE 6


DEFAULTS AND REMEDIES


Section 6.01
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 Notes 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 a supplemental indenture:


	
  

 	
  

 
	
  

 	
           (1)
 default for 30 consecutive days in the payment when due of interest on the
 Notes of such series;

 
	
  

 	
  

 
	
  

 	
           (2)
 default in payment when due of the principal of or premium, if any, on the
 Notes of such series;

 
	
  

 	
  

 
	
  

 	
           (3)
 failure by the Company or any of its Restricted Subsidiaries for 30
 consecutive days after written notice thereof has been given to the Company
 by the Trustee or to the Company and the Trustee by Holders of at least 25% of
 the aggregate principal amount of the Notes of such series outstanding to
 comply with any of their other covenants or agreements in this Indenture;

 
	
  

 	
  

 
	
  

 	
           (4)
 default under any mortgage, indenture or instrument under which there may be
 issued or by which there may be secured or evidenced any Indebtedness for
 money borrowed by the Company or any of its Restricted Subsidiaries (or the
 payment of which is guaranteed by the Company or any of its Subsidiaries)
 whether such Indebtedness or guarantee now exists or is created after the
 Issue Date, if that default:

 
	
  

 	
  

 
	
  

 	
           (a)
 is caused by a failure to pay at final stated maturity the principal amount
 on such Indebtedness prior to the expiration of the grace period provided in
 such Indebtedness on the date of such default (a “Payment Default”) or

 
	
  

 	
  

 
	
  

 	
           (b)
 results in the acceleration of such Indebtedness prior to its express
 maturity,

 
	
  

 	
  

 
	
  

 	
 and, in each
 case, the principal amount of any such Indebtedness, together with the
 principal amount of any other such Indebtedness under which there has been a
 Payment Default or the maturity of which has been so accelerated, aggregates
 $100.0 million or more;

 


-29-









	
  

 	
  

 	
  

 
	
  

 	
           (5)
 failure by the Company or any of its Restricted Subsidiaries to pay final
 judgments which are non-appealable aggregating in excess of $100.0 million,
 net of applicable insurance which has not been denied in writing by the
 insurer, which judgments are not paid, discharged or stayed for a period of
 60 days;

 
	
  

 	
  

 	
  

 
	
  

 	
           (6)
 the Company or any of its Significant Subsidiaries pursuant to or within the
 meaning of Bankruptcy Law: 

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 commences a voluntary case,

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 consents to the appointment of a custodian of it or for all or substantially
 all of its property, or

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (7)
 a court of competent jurisdiction enters an order or decree under any
 Bankruptcy Law that: 

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 is for relief against the Company or any of its Significant Subsidiaries in
 an involuntary case;

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 appoints a custodian of the Company or any of its Significant Subsidiaries or
 for all or substantially all of the property of the Company or any of its
 Significant Subsidiaries; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 orders the liquidation of the Company or any of its Significant Subsidiaries;

 



and the order
or decree remains unstayed and in effect for 60 consecutive days.


Section 6.02
Acceleration.


                    In
the case of an Event of Default arising from clause (6) or (7) of Section 6.01
with respect to the Company, all outstanding Notes shall become due and payable
immediately without further action or notice. If any other Event of Default
with respect to the Notes of any series occurs and is continuing, the Trustee
by notice to the Company or the Holders of at least 25% in principal amount of
the then outstanding Notes of any series by notice to the Company and the
Trustee may declare the Notes of such series to be due and payable immediately.
The Holders of a majority in aggregate principal amount of the Notes of any
series then outstanding by written notice to the Trustee may on behalf of all
of the Holders of such series rescind an acceleration and its consequences with
respect to such series of Notes if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except non-payment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.


-30-





Section
6.03 Other Remedies.


                    If
an Event of Default with respect to any series of Notes occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on such Notes or to enforce the
performance of any provision of such Notes including those under this Indenture
as it related to such series of Notes.


                    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the extent
permitted by law.


Section 6.04
Waiver of Existing Defaults.


                    Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes of any series by notice to the Trustee may on behalf of the
Holders of all of the Notes of such series waive any existing Default or Event
of Default and its consequences hereunder, except a continuing Default or Event
of Default in the payment of the principal of, premium, if any, or interest on,
the Notes of such series (including in connection with an offer to purchase) (provided,
however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes of such series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


Section
6.05 Control by Majority.


                    Holders
of a majority in principal amount of the then outstanding Notes of any series
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it, in each case with respect to such series. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture
that the Trustee determines may be prejudicial to the rights of other Holders
or that may involve the Trustee in personal liability. The Trustee may take any
other action which it deems proper that is not inconsistent with any such
directive.


Section 6.06
Limitation on Suits.


                    A
Holder may pursue a remedy with respect to this Indenture or the Notes only if:


	
  

 	
  

 
	
  

 	
           (a)
 the Holder gives to the Trustee written notice of a continuing Event of
 Default with respect to the series of Notes held by such Holder;

 
	
  

 	
  

 
	
  

 	
           (b)
 the Holders of at least 25% in principal amount of the then outstanding Notes
 of such series make a written request to the Trustee to pursue the remedy;

 



-31-









	
  

 	
  

 
	
  

 	
           (c)
 such Holder or Holders of Notes offer and, if requested, provide to the
 Trustee indemnity satisfactory to the Trustee against any loss, liability or
 expense;

 
	
  

 	
  

 
	
  

 	
           (d)
 the Trustee does not comply with the request within 60 days after receipt of
 the request and the offer and, if requested, the provision of indemnity; and

 
	
  

 	
  

 
	
  

 	
           (e)
 during such 60-day period the Holders of a majority in principal amount of
 the then outstanding Notes of such series do not give the Trustee a direction
 inconsistent with the request.

 



                    A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.


Section 6.07
Rights of Holders of Notes to Receive Payment.


                    Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal, premium, if any, and interest on any Note, on or after
the respective due dates expressed in such Note (including in connection with
an offer to purchase), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


Section 6.08
Collection Suit by Trustee.


                    If
an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing with respect to any series of Notes, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal of, premium, if any, and interest
remaining unpaid on such Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


Section 6.09
Trustee May File Proofs of Claim.


                    The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and Holders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), their creditors or their property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, 


-32-





money, securities
and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


Section 6.10
Priorities.


                    If
the Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:


	
  

 	
  

 
	
  

 	
           First:
 to the Trustee, its agents and attorneys for amounts due under Section 7.07,
 including payment of all compensation, expense and liabilities incurred, and
 all advances made, by the Trustee and the costs and expenses of collection;

 
	
  

 	
  

 
	
  

 	
           Second:
 to Holders for amounts due and unpaid on the Notes for principal, premium, if
 any, and interest, ratably, without preference or priority of any kind,
 according to the amounts due and payable on the Notes for principal, premium,
 if any and interest, respectively; and

 
	
  

 	
  

 
	
  

 	
           Third:
 to the Company or to such party as a court of competent jurisdiction shall
 direct.

 



                    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10.


Section 6.11
Undertaking for Costs.


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


ARTICLE 7



TRUSTEE


Section 7.01
Duties of Trustee.


                    (1)
If an Event of Default with respect to the Notes of any series has occurred and
is continuing, the Trustee shall, with respect to such series, exercise such of
the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as 


-33-





a prudent
person would exercise or use under the circumstances in the conduct of such
person’s own affairs.


                    (2)
Except during the continuance of an Event of Default with respect to any series
of Notes:


	
  

 	
  

 
	
  

 	
           (a)
 the duties of the Trustee, with respect to the Notes of any series, shall be
 determined solely by the express provisions of this Indenture and the Trustee
 need perform only those duties that are specifically set forth in this
 Indenture and no others, and no implied covenants or obligations shall be
 read into this Indenture against the Trustee; and

 
	
  

 	
  

 
	
  

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

 



                    (3)
The Trustee may not be relieved from liabilities for its own gross negligent
action, its own gross negligent failure to act, or its own willful misconduct,
except that:


	
  

 	
  

 
	
  

 	
           (a)
 this paragraph (3) does not limit the effect of paragraph (2) of this Section
 7.01;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



                    (4)
Whether or not therein expressly so provided, every provision of this Indenture
that in any way relates to the Trustee is subject to paragraphs (1), (2), and
(3) of this Section 7.01.


                    (5)
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or incur any liability. The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability, claim, damage or
expense.


                    (6)
The Trustee shall not be liable for interest on any money received by it except
as the Trustee may agree in writing with the Company. Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law.


-34-





                    (7)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other
paper or documents.


Section 7.02
Rights of Trustee.


                    (1)
The Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in
the document.


                    (2)
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection and the written advice or opinion of such counsel
or any Opinion of Counsel shall be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.


                    (3)
The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.


                    (4)
The Trustee shall not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


                    (5)
Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from either of the Company shall be sufficient if signed by
an Officer of the Company.


                    (6)
The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of
Holder unless such Holder shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.


                    (7)
The Trustee shall not be charged with knowledge of any Default or Event of
Default unless either (a) a Responsible Officer of the Trustee shall have
actual knowledge of such Default or Event of Default or (b) written notice of
such Default or Event of Default shall have been given to and received at the
Corporate Trust Office of the Trustee by the Company or any Holder and such
notice references the Notes and this Indenture. 


                    (8)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and 


-35-





shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation.


                    (9)
In no event shall the Trustee be responsible or liable for special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.


                    (10)
The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder.


                    (11)
The Trustee may request that the Company deliver certificates setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.


Section 7.03
Individual Rights of Trustee.


                    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest, it must eliminate
such conflict within 90 days and apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11. 


Section 7.04
Trustee’s Disclaimer.


                    The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’ use of the proceeds from the Notes or any money
paid to the Company or upon the Company’ direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.


Section 7.05
Notice of Defaults.


                    If
a Default or Event of Default occurs and is continuing and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after the Trustee acquires
knowledge thereof. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Holders.


-36-





Section 7.06
Reports by Trustee to Holders.


                    By
March 15th of each year, and for so long as any Notes remain outstanding, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA § 313(a) (but if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
§ 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA § 313(c). 


                    A
copy of each report at the time of its mailing to Holders shall be mailed to
the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA § 313(d). The Company shall promptly
notify the Trustee when the Notes are listed or delisted on any stock exchange.


Section 7.07
Compensation and Indemnity.


                    The
Company shall pay to the Trustee from time to time compensation as agreed upon
in writing for its acceptance of this Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all disbursements, advances and expenses incurred or made by
it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.


                    The
Company and the Parent Guarantor shall, jointly and severally, indemnify the
Trustee and any predecessor trustee against any and all losses, liabilities,
claims, damages or expenses (including reasonable legal fees and expenses)
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, damage, claim, liability or expense determined to
have been caused by its own gross negligence or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity
of which a Responsible Officer has received written notice. Failure by the
Trustee to so notify the Company shall not relieve the Company of their
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have 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 their consent, which consent shall not
be unreasonably withheld.


                    The
obligations of the Company in this Section 7.07 shall survive resignation or
removal of the Trustee and the satisfaction, discharge or termination of this
Indenture.


                    To
secure the Company’ payment obligations in this Section 7.07, the Trustee shall
have a Lien prior to the Notes on all money or property held or collected by
the Trustee, except such money or property held in trust by the Trustee to pay
the principal of and interest on 


-37-





any Notes.
Such Lien shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.


                    When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(6) or (7) occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel)
are intended to constitute expenses of administration under any Bankruptcy Law.


                    The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent
applicable. 


Section 7.08
Replacement of the Trustee.


                    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. 


                    The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 the Trustee is adjudged as bankrupt or as insolvent or an order for relief is
 entered with respect to the Trustee under any Bankruptcy Law;

 
	
  

 	
  

 
	
  

 	
           (c)
 a custodian or public officer takes charge of the Trustee or its property; or

 
	
  

 	
  

 
	
  

 	
           (d)
 the Trustee becomes incapable of acting.

 



                    If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


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


                    If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.10, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


                    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of
the retiring 


-38-





Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee; provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’ obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.


Section 7.09
Successor Trustee by Merger, etc.


                    If
the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.


Section 7.10
Eligibility; Disqualification.


                    There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.


                    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
§§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).


Section 7.11
Preferential Collection of Claims Against the Company.


                    The
Trustee is subject to TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). A Trustee who has resigned or been removed shall
be subject to TIA § 311(a) to the extent indicated therein.


ARTICLE 8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01
Option to Effect Legal Defeasance or Covenant Defeasance.


                    The
Company may, at the option of the Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate of each of the Company, at any time,
elect to have either Section 8.02 or 8.03 applied to all outstanding Notes of
any series upon compliance with the conditions set forth below in this Article
8. 


Section 8.02
Legal Defeasance and Discharge.


                    Upon
the Company’ exercise under Section 8.01 of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04, be deemed to have been discharged from their
obligations with respect to all outstanding Notes of such series on the date
the conditions set forth below are satisfied (hereinafter, “Legal 


-39-





Defeasance”). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes of such series, which shall thereafter be deemed to be “outstanding” only
for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all their other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder:


	
  

 	
  

 
	
  

 	
           (a)
 the rights of Holders of outstanding Notes of such series to receive payments
 in respect of the principal of, premium, if any, and interest on such Notes
 when such payments are due from the trust referred to below;

 
	
  

 	
  

 
	
  

 	
           (b)
 the Company’ obligations with respect to the Notes of such series concerning
 issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and the
 maintenance of an office or agency for payment and money for security
 payments held in trust;

 
	
  

 	
  

 
	
  

 	
           (c)
 the rights, powers, trusts, duties and immunities of the Trustee and the
 Company’ obligations in connection therewith; and

 
	
  

 	
  

 
	
  

 	
           (d)
 the Legal Defeasance provisions of this Indenture;

 



                    Subject
to compliance with this Article 8, the Company may exercise their option under
this Section 8.02 notwithstanding the prior exercise of their option under
Section 8.03.


Section 8.03
Covenant Defeasance.


                    Upon
the Company’ exercise under Section 8.01 of the option applicable to this
Section 8.03, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04, be released from their obligations under the
covenants contained in Article 5 with respect to the outstanding Notes of such
series on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes of
such series shall thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01, but, except as specified above, the remainder of this Indenture
and such Notes shall be unaffected thereby. In addition, upon the Company’
exercise under Section 8.01 of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(3) through 6.01(5) shall not constitute Events of Default.


-40-





Section 8.04
Conditions to Legal or Covenant Defeasance. 


                    In
order to exercise either Legal Defeasance pursuant to Section 8.02 or Covenant
Defeasance pursuant to Section 8.03, the following conditions must be met:


	
  

 	
  

 
	
  

 	
           (1)
 the Company must irrevocably deposit or cause to be deposited with the
 Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
 non-callable Government Securities, or a combination thereof, in such amounts
 as are expected to be sufficient, in the opinion of a nationally recognized
 firm of independent public accountants, to pay the principal of, premium, if
 any, and interest on the outstanding Notes on the stated maturity or on the
 applicable redemption date, as the case may be, and the Company must specify
 whether the Notes are being defeased to maturity or to a particular
 redemption date;

 
	
  

 	
  

 
	
  

 	
           (2)
 in the case of Legal Defeasance, the Company shall have delivered to the
 Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
 that 

 
	
  

 	
  

 
	
  

 	
           (a)
 the Company have received from, or there has been published by, the Internal
 Revenue Service a ruling or 

 
	
  

 	
  

 
	
  

 	
           (b)
 since the Issue Date, there has been a change in the applicable federal
 income tax law, 

 
	
  

 	
  

 
	
  

 	
           in
 either case to the effect that, and based thereon such Opinion of Counsel
 shall confirm that, the Holders of the outstanding Notes will not recognize
 income, gain or loss for federal income tax purposes as a result of such
 Legal Defeasance and will be subject to federal income tax on the same
 amounts, in the same manner and at the same times as would have been the case
 if such Legal Defeasance had not occurred;

 
	
  

 	
  

 
	
  

 	
           (3)
 in the case of Covenant Defeasance, the Company shall have delivered to the
 Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
 that the Holders of the outstanding Notes will not recognize income, gain or
 loss for federal income tax purposes as a result of such Covenant Defeasance
 and will be subject to federal income tax on the same amounts, in the same
 manner and at the same times as would have been the case if such Covenant
 Defeasance had not occurred;

 
	
  

 	
  

 
	
  

 	
           (4)
 no Default or Event of Default shall have occurred and be continuing (on the
 date of such deposit (other than resulting from the borrowing of funds to be
 applied to such deposit and the grant of any Lien securing such borrowing)):

 
	
  

 	
  

 
	
  

 	
           (5)
 such Legal Defeasance or Covenant Defeasance will not result in a breach or
 violation of, or constitute a default under any material agreement or
 instrument (other than this Indenture) to which the Company or any of its
 Restricted Subsidiaries is a party or by which the Company or any of its
 Restricted Subsidiaries is bound;

 
	
  

 	
  

 
	
  

 	
           (6)
 the Company must deliver to the Trustee an Officers’ Certificate stating that
 the deposit was not made by the Company with the intent of preferring Holders
 over 

 



-41-









	
  

 	
  

 
	
  

 	
 the other
 creditors of the Company with the intent of defeating, hindering, delaying or
 defrauding creditors of the Company or others; and

 
	
  

 	
  

 
	
  

 	
           (7)
 the Company must deliver to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that all conditions precedent relating to
 the Legal Defeasance or the Covenant Defeasance have been complied with.

 



                    Notwithstanding
the foregoing, the Opinion of Counsel required by clause (2) above with respect
to a Legal Defeasance need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation, 


	
  

 	
  

 
	
  

 	
           (a)
 have become due and payable or 

 
	
  

 	
  

 
	
  

 	
           (b)
 will become due and payable on the maturity date within one year, by their
 terms or under arrangements satisfactory to the Trustee for the giving of
 notice of redemption by the Trustee in the name, and at the expense, of the
 Company.

 



Section 8.05
Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions.


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


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


                    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money
or non-callable Government Securities held by it as provided in Section 8.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1)), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.


Section 8.06
Repayment to Company.


                    Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has 


-42-





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


Section 8.07
Reinstatement.


                    If
the Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03, as
the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’ obligations under this Indenture and the Notes,
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03, as
the case may be; provided, however, that, if the Company make any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of their obligations, the Company shall be subrogated to the
rights of Holders to receive such payment from the money held by the Trustee or
Paying Agent. 


ARTICLE 9



AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01
Without Consent of Holders of Notes.


                    Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Notes of any series without the consent of any
Holder of a Note of such series to:


	
  

 	
  

 
	
  

 	
           (1)
 cure any ambiguity, mistake, defect or inconsistency;

 
	
  

 	
  

 
	
  

 	
           (2)
 provide for uncertificated Notes in addition to or in place of certificated
 Notes;

 
	
  

 	
  

 
	
  

 	
           (3)
 provide for or confirm the issuance of additional Notes;

 
	
  

 	
  

 
	
  

 	
           (4)
 provide for the assumption of the Company’ obligations to Holders in the case
 of a merger or consolidation or sale of all or substantially all of the
 assets of the Company pursuant to Article 5; 

 
	
  

 	
  

 
	
  

 	
           (5)
 make any change that would provide any additional rights or benefits to
 Holders of any series or that does not adversely affect the legal rights
 under this Indenture of any such Holder;

 



-43-









	
  

 	
  

 
	
  

 	
           (6)
 comply with requirements of the SEC in order to effect or maintain the
 qualification of this Indenture under the TIA or otherwise as necessary to
 comply with applicable law; 

 
	
  

 	
  

 
	
  

 	
           (7)
 make any change for the issuance of any series of Notes including with
 respect to the terms thereof that would provide any additional rights or
 benefits to Holders of any series or that does not adversely affect the legal
 rights under this Indenture of any such Holder;

 
	
  

 	
  

 
	
  

 	
           (7)
 conform this Indenture, as amended and supplemented, or the Notes, as amended
 or supplemented, to the description and terms of such Notes in the offering
 memorandum, prospectus supplement or other offering document applicable to
 such Notes at the time of the initial sale thereof;

 
	
  

 	
  

 
	
  

 	
           (8)
 change or eliminate any of the provisions of this Indenture; provided that
 any such change or elimination with respect to any series of Notes shall
 become effective with respect to such series of Notes only when there is no
 outstanding Notes of such series effected that is entitled to the benefit of
 such provision and as to which such supplemental indenture would apply; or 

 
	
  

 	
  

 
	
  

 	
           (9)
 evidence and provide for the acceptance of appointment hereunder by a
 successor Trustee with respect to one or more series of Notes and to add to
 or change any of the provisions of this Indenture as shall be necessary for
 or to facilitate the administration of the trusts hereunder by more than one
 Trustee. 

 



                    Upon
the request of the Company accompanied by a resolution of its boards of
directors or the Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee an Officers’
Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee
shall join with the Company in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make
any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.


Section 9.02
With Consent of Holders of Notes.


                    Except
as provided below in this Section 9.02, this Indenture or the Notes of any
series may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Notes of each
series affected (including, without limitation, consents obtained in connection
with a purchase of, or a tender offer or exchange offer for, Notes) and,
subject to Sections 6.04 and 6.07, any existing Default or compliance with any
provision of this Indenture or the Notes of any series may be waived, including
by way of amendment, with the consent of the Holders of a majority in aggregate
principal amount of the outstanding Notes of each series affected (including,
without limitation, consents obtained in connection with a purchase of, or a
tender offer or exchange offer for, Notes). Section 2.08 shall determine which
Notes are considered to be “outstanding” for purposes of this Section 9.02.


-44-






                    Upon
the request of the Company accompanied by a resolution of the Board of
Directors of the Company authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of such Notes as
aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an
Opinion of Counsel pursuant to Section 9.06, the Trustee shall join with the
Company in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture directly 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 such
amended or supplemental indenture. 


                    It
shall not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof. 


                    After
an amendment, supplement or waiver under this Section 9.02 becomes effective,
the Company shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. 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 amended or supplemental indenture or waiver.
Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate
principal amount of the outstanding Notes of each affected series may waive
compliance in a particular instance by the Company with any provision of this
Indenture or such Notes. However, without the consent of each Holder affected,
an amendment, supplement or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder): 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 reduce the principal of or change the fixed maturity of any Note or alter the
 payment provisions with respect to the redemption of the Notes; 

 
	
  

 	
  

 
	
  

 	
           (3)
 reduce the rate of or extend the time for payment of interest on any Note; 

 
	
  

 	
  

 
	
  

 	
           (4)
 waive a Default or Event of Default in the payment of principal of, or
 premium, if any, or interest on the Notes (except a rescission of
 acceleration of the Notes by the Holders of at least a majority in aggregate
 principal amount of the Notes and a waiver of the payment default that
 resulted from such acceleration); 

 
	
  

 	
  

 
	
  

 	
           (5)
 make any Note payable in money other than that stated in the Notes; 

 
	
  

 	
  

 
	
  

 	
           (6)
 make any change in the provisions of this Indenture relating to waivers of
 past Defaults or the rights of Holders to receive payments of principal of,
 or premium, if any, or interest on the Notes; 

 
	
  

 	
  

 
	
  

 	
           (7)
 waive a redemption payment with respect to any Note; or 

 
	
  

 	
  

 
	
  

 	
           (8)
 make any change in this Section 9.02. 

 


-45-





Section 9.03
Compliance with Trust Indenture Act. 


                    Every
amendment or supplement to this Indenture or the Notes shall be set forth in a
amended or supplemental indenture that complies with the TIA as then in effect.



Section 9.04
Revocation and Effect of Consents. 


                    Until
an amendment, supplement or waiver becomes effective, a consent thereto by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note.
However, any such Holder or subsequent Holder may revoke the consent as to its
Note if the Trustee receives written notice of revocation before the date the
waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder. 


Section 9.05
Notation on or Exchange of Notes. 


                    The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver. 


                    Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver. 


Section 9.06
Trustee to Sign Amendments, etc. 


                    The
Trustee shall sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Company may not
sign an amendment or supplemental indenture until their respective boards of
directors approve it. In executing any amended or supplemental indenture, the
Trustee shall be provided with and (subject to Section 7.01) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04, an Officers’ Certificate and an Opinion of Counsel, in each case from
each of the Company, stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture. 


ARTICLE 10


GUARANTEE


Section 10.01
Guarantee. 


                    (a)
To the extent applicable, each Guarantor hereby jointly and severally,
irrevocably and unconditionally guarantees, as a primary obligor and not merely
as a surety, to each Holder and to the Trustee (i) the full and punctual
payment when due, whether at Stated Maturity, by acceleration, by redemption or
otherwise, of all obligations of the Company under this Indenture (including
obligations to the Trustee) and the Notes, whether for payment of 


-46-





principal of,
premium, if any, or interest on in respect of the Notes and all other monetary
obligations of the Company under this Indenture and the Notes and (ii) the full
and punctual performance within applicable grace periods of all other obligations
of the Company whether for fees, expenses, indemnification or otherwise under
this Indenture and the Notes (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice or further assent from any
Guarantor, and that each Guarantor shall remain bound under this Article 10
notwithstanding any extension or renewal of any Guaranteed Obligation. 


                    (b)
To the extent applicable, each Guarantor waives presentation to, demand of
payment from and protest to the Company of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment. Each Guarantor waives notice
of any default under the Notes or the Guaranteed Obligations. The obligations
of each Guarantor hereunder shall not be affected by (i) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the Notes
or any other agreement or otherwise; (ii) any extension or renewal of this
Indenture, the Notes or any other agreement; (iii) any rescission, waiver,
amendment or modification of any of the terms or provisions of this Indenture,
the Notes or any other agreement; (iv) the failure of any Holder or Trustee to
exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (v) any change in the ownership of each Guarantor, except as provided
in Section 10.02(b) or Section 10.02(c). Each Guarantor hereby waives any right
to which it may be entitled to have its obligations hereunder divided among the
Guarantors, such that such Guarantor’s obligations would be less than the full
amount claimed. 


                    (c)
Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Company first be used and depleted as payment of the Company’ or
such Guarantor’s obligations hereunder prior to any amounts being claimed from
or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor. 


                    (d)
Each Guarantor further agrees that its Guarantee herein constitutes a guarantee
of payment when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any holder or the Trustee to any security
held for payment of the Guaranteed Obligations. 


                    (e)
The Note Guarantee of each Guarantor is, to the extent and in the manner set
forth in Article 10, equal in right of payment to all existing and future pari passu Indebtedness, senior in right
of payment to all existing and future subordinated Indebtedness of the Company
and subordinated and subject in right of payment to the prior payment in full
of the principal of and premium, if any, and interest on all secured
Indebtedness of the relevant Guarantor and is made subject to such provisions
of this Indenture. 


                    (f)
 Except as expressly set forth in
Sections 8.02, 10.02 and 10.06, the obligations of each Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or 


-47-





unenforceability
of the Guaranteed Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor herein shall not be discharged
or impaired or otherwise affected by the failure of any holder or the Trustee
to assert any claim or demand or to enforce any remedy under this Indenture,
the Notes or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of any Guarantor or would otherwise operate as a discharge of any
Guarantor as a matter of law or equity. 


                    (g)
Each Guarantor agrees that its Note Guarantee shall remain in full force and
effect until payment in full of all the Guaranteed Obligations. Each Guarantor
further agrees that its Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise. 


                    (h)
In furtherance of the foregoing and not in limitation of any other right which
any Holder or the Trustee has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Company to pay the principal of or
interest on any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Guaranteed Obligation, each Guarantor hereby promises
to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the
sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii)
accrued and unpaid interest on such Guaranteed Obligations (but only to the
extent not prohibited by applicable law) and (iii) all other monetary
obligations of the Company to Holders and the Trustee. 


                    (i)
Each Guarantor agrees that it shall not be entitled to any right of subrogation
in relation to Holders in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations. Each Guarantor
further agrees that, as between it, on the one hand, and Holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations
guaranteed hereby may be accelerated as provided in Article 6 for the purposes
of the Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed
Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 6, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become
due and payable by the Parent Guarantor for the purposes of this Section 10.01.



                    (j)
Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any holder
in enforcing any rights under this Section 10.01. 


                    (k)
Upon request of the Trustee, each Guarantor shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture. 


-48-





Section 10.02
Limitation on Liability. 


                    (a)
Any term or provision of this Indenture to the contrary notwithstanding, the
maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by
each Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally. 


                    (b)
A Subsidiary Guarantee by any Subsidiary that executes a supplemental indenture
in accordance with Section 10.16 and provides a guarantee shall terminate and
be of no further force or effect and such Guarantor shall be deemed to be
released from all obligations under this Article 10 upon: 


	
  

 	
  

 
	
  

 	
           (i)
 the sale, disposition, exchange or other transfer (including through merger,
 consolidation, amalgamation or otherwise) of the Capital Stock (including any
 sale, disposition or other transfer following which the applicable Guarantor
 is no longer a Wholly Owned Restricted Subsidiary), of the applicable
 Guarantor if such sale, disposition, exchange or other transfer is made in a
 manner not in violation of this Indenture; 

 
	
  

 	
  

 
	
  

 	
           (ii)
 [Reserved];

 
	
  

 	
  

 
	
  

 	
           (iii)
 the release or discharge of the guarantee of any other Indebtedness which
 resulted in the obligation to guarantee the Notes; and

 
	
  

 	
  

 
	
  

 	
           (iv)
 the Company’ exercise of their legal defeasance option or covenant defeasance
 option under Article 8 or if the Company’ obligations under this Indenture
 are discharged in accordance with the terms of this Indenture.

 



                    A
Subsidiary Guarantee also will be automatically released upon the applicable
Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any
pledge or security interest securing any Credit Facility or other exercise of
remedies in respect thereof. 


Section 10.03
Successors and Assigns. 


                    This
Article 10 shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture. 


Section 10.04
No Waiver. 


                    Neither
a failure nor a delay on the part of either the Trustee or Holders in
exercising any right, power or privilege under this Article 10 shall operate as
a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, 


-49-





power or
privilege. The rights, remedies and benefits of the Trustee and Holders herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 10 at law, in
equity, by statute or otherwise. 


Section 10.05
Modification. 


                    No
modification, amendment or waiver of any provision of this Article 10, nor the
consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice to or demand on any Guarantor in
any case shall entitle any Guarantor to any other or further notice or demand
in the same, similar or other circumstances. 


Section 10.06
Execution of Supplemental Indenture for Future Guarantors. 


                    Each
Subsidiary and other Person which is required to become a Guarantor of any
series of Notes pursuant to the terms of this Indenture (as supplemented by the
supplemental indenture with respect to such Notes) shall promptly execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiary or other Person shall become a Guarantor under this Article 10 and
shall guarantee the Notes. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel
and an Officers’ Certificate to the effect that such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary or other Person
and that, subject to the application of bankruptcy, insolvency, moratorium,
fraudulent conveyance or transfer and other similar laws relating to creditors’
rights generally and to the principles of equity, whether considered in a
proceeding at law or in equity, the Guarantee of such Guarantor is a valid and
binding obligation of such guarantor, enforceable against such Guarantor in
accordance with its terms and/or to such other matters as the Trustee may
reasonably request. 


Section 10.07
Non-Impairment. 


                    The
failure to endorse a Guarantee on any Note shall not affect or impair the
validity thereof. 


ARTICLE 11


MISCELLANEOUS


Section 11.01
Trust Indenture Act Controls. 


                    If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA § 318(c), the imposed duties shall control. 


Section 11.02
Notices. 


                    Any
notices or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given if made by hand delivery, first class
mail (registered or 


-50-





certified,
return receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, and addressed as follows: 




	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Company:

 
	
  

 	
  

 	
  

 
	
  

 	
 [               ]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
 Kirkland
 & Ellis LLP

 
	
  

 	
 601
 Lexington Avenue

 
	
  

 	
 New York, New
 York 10022

 
	
  

 	
 Facsimile
 No.: (212) 446-4900

 
	
  

 	
 Attention: 

 	
 Christian O.
 Nagler, Esq.

 
	
  

 	
  

 	
 Richard M.
 Brand, Esq.

 
	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Trustee:

 
	
  

 	
  

 	
  

 
	
  

 	
 [                              ]

 



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


                    All
notices and communications (other than those sent to Holders) shall be deemed
to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. 


                    Any
notice or communication to a Holder shall be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication shall also be so mailed to any Person
described in TIA § 313(c), to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. 


                    If
a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it. 


                    If
the Company mail a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time. 


-51-





                    The
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such
designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall
be deemed controlling. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The Company agrees to
assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties. 


Section 11.03
Communication by Holders with Other Holders. 


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


Section 11.04
Certificate and Opinion as to Conditions Precedent. 


                    Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee: 


	
  

 	
  

 
	
  

 	
           (i)
 an Officers’ Certificate in form and substance reasonably satisfactory to the
 Trustee (which shall include the statements set forth in Section 11.05)
 stating that, in the opinion of the signers, all conditions precedent and
 covenants, if any, provided for in this Indenture relating to the proposed
 action have been satisfied; and 

 
	
  

 	
  

 
	
  

 	
           (ii)
 an Opinion of Counsel in form and substance reasonably satisfactory to the
 Trustee (which shall include the statements set forth in Section 11.05)
 stating that, in the opinion of such counsel, all such conditions precedent
 and covenants have been satisfied. 

 



Section 11.05
Statements Required in Certificate or Opinion. 


                    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
include: 


	
  

 	
  

 
	
  

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

 


-52-









	
  

 	
  

 
	
  

 	
           (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 opinion of such Person, he or she has made such
 examination or investigation as is necessary to enable him to express an
 informed opinion as to whether or not such covenant or condition has been
 satisfied; and 

 
	
  

 	
  

 
	
  

 	
           (iv)
 a statement as to whether or not, in the opinion of such Person, such
 condition or covenant has been satisfied. 

 



Section 11.06
Rules by Trustee and Agents. 


                    The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 


Section 11.07
No Personal Liability of Directors, Officers, Employees, Members and
Stockholders. 


                    No
director, officer, employee, incorporator, member or stockholder of the Company
or any of its Subsidiaries, as such, shall have any liability for any
obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. 


Section 11.08
Governing Law. 


                    THE
INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS INDENTURE AND THE NOTES AND ANY GUARANTEE WITHOUT GIVING EFFECT TO THE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR ANY GUARANTEE. 


Section 11.09
No Adverse Interpretation of Other Agreements. 


                    This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or their Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture. 


Section 11.10
Successors. 


                    All
agreements of the Company in this Indenture and the Notes, as the case may be,
shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successors. 


-53-





Section 11.11
Severability. 


                    In
case any provision in this Indenture or the Notes, as the case may be, shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 


Section 11.12
Counterpart Originals. 


                    The
parties may sign any number of copies of this Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. 


Section 11.13
Table of Contents, Headings, etc. 


                    The
Table of Contents, Cross-Reference Table and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions. 


Section 11.14
Waiver of Jury Trial. 


                    EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY. 


Section 11.15
Force Majeure. 


                    In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances. 


ARTICLE 12


SATISFACTION AND DISCHARGE


Section 12.01
Satisfaction and Discharge of Indenture. 


                    This
Indenture, with respect to any series of Notes (if all series of Notes issued
under this Indenture are not to be affected), shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Notes herein expressly provided for), and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when 


 


-54-





                    (1)
either 


          (a)
all Notes of such series theretofore authenticated and delivered (other than
(i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.07 and (ii) Notes 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) have been delivered to the Trustee for cancellation; or 


                    (b)
all Notes of such series not theretofore delivered to the Trustee for
cancellation 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 have become due and payable, or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           and
 the Company, in the case of (i), (ii) or (iii) above, have deposited or
 caused to be deposited with the Trustee as trust funds in trust for the
 purpose an amount sufficient to pay and discharge the entire indebtedness on
 such Notes not theretofore delivered to the Trustee for cancellation, for
 principal (and premium, if any) and interest to the date of such deposit (in
 the case of Notes which have become due and payable) or to the maturity or
 redemption thereof, as the case may be;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 



Notwithstanding
the satisfaction and discharge of this Indenture with respect to any such
series of Notes pursuant to this Article 12, the obligations of the Company to
the Trustee under Section 7.07, and, if money shall have been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the
obligations of the Trustee under Section 12.02 shall survive such satisfaction
and discharge. 


Section 12.02
Application of Trust Money. 


                    All
money deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee. 



-55-






[Signatures on following page]


-56-





Dated as of
[          ]


	
  

 	
  

 	
  

 
	
  

 	
 SAFE BULKERS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 













	
  

 	
  

 	
  

 
	
  

 	
 [                    ],
 as Trustee

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 









EXHIBIT
A


[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 


[THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD 


	
  

 	
  

 	
  

 
	 

 	
  

 
	
  

 
	
 1

 	
 Include
 Global Note Legend, if applicable.

 


A-1-1





OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I)
(A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR
(D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUEST), (II) TO THE COMPANY, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.]2 


[THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE 


	
  

 	
  

 	
  

 
	 

 	
  

 
	
  

 
	
 2

 	
 Include
 Private Placement Legend, if applicable.

 


A-1-2





THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]3


	
  

 	
  

 	
  

 
	 

 	
  

 
	
  

 
	
 3

 	
 Include
 Regulation S Legend, if applicable.

 


A-1-3





[Face of Note]

CUSIP NO. [_________]


[•]% Notes due [•]


No [     ].


$[                    ]

[                    ]


promise to pay
to CEDE & CO. or to registered assigns the principal amount of
$[          ] Dollars on
[                    ].


Interest
Payment Dates:
[                    ]
and
[                    ]


Record Dates:
[                    ]
and
[                    ]


Subject to
Restrictions set forth in this Note.


A-1-1





          IN
WITNESS WHEREOF,
[               ]
has caused this instrument to be duly executed.


Dated:
[                    ]



	
  

 	
  

 	
  

 
	
  

 	
 SAFE
 BULKERS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 






	
  

 
	
 This is one
 of the Notes referred to

 
	
 in the
 within-mentioned Indenture:

 
	
  

 
	
 [                    ],

 
	
 as Trustee

 






	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Authorized
 Signatory

 	
  

 


A-1-2





EXHIBIT
B


FORM
OF CERTIFICATE OF TRANSFER


[                    ]


[                    ]


Attention:
Corporate Trust Administration


          Re:
Safe Bulkers, Inc. 


      o    [          ]%
Notes due [          ] (CUSIP
[          ]) (the “Notes”)


          Reference
is hereby made to the Indenture, dated as of [           ], 2013 (as amended,
supplemented or otherwise modified, the “Indenture”), between Safe Bulkers, Inc. (the “Company”) and [       ], as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


          ___________________
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of
$_____________________________ in such Note[s] or interests (the “Transfer”),
to ___________________________ (the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


                    [CHECK
ALL THAT APPLY]


o 1. Check if
Transferee will take delivery of a beneficial interest in the Rule 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is
a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Rule 144A Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.


B-1





o 2. Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Note or a Definitive Note
pursuant to Regulation S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed
in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the Securities Act. If
the Transfer of the beneficial interest occurs prior to the expiration of the
40-day distribution compliance period set forth in Regulation S, the
transferred beneficial interest will be held immediately thereafter through
Euroclear or Clearstream.


o  3. Check and complete if Transferee will take
delivery of a beneficial interest in a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


	
  

 	
  

 
	
  

 	
  o
 (i) such Transfer is being effected pursuant to and in accordance with Rule
 144 under the Securities Act; or

 
	
  

 	
  

 
	
  

 	
  o
 (ii) such Transfer is being effected to the Company or a
 subsidiary thereof; or

 
	
  

 	
  

 
	
  

 	
  o
 (iii) such Transfer is being effected pursuant to an effective registration
 statement under the Securities Act and in compliance with the prospectus
 delivery requirements of the Securities Act; or

 
	
  

 	
  

 
	
  

 	
  o
 (iv) such Transfer is being effected to an Institutional Accredited Investor
 and pursuant to an exemption from the registration requirements of the
 Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
 hereby further certifies that it has not engaged in any general solicitation
 within the meaning of Regulation D under the Securities Act and the Transfer
 complies with the transfer restrictions applicable to beneficial interests in
 a Restricted Global Note or Restricted Definitive Notes and the requirements
 of the exemption claimed, which certification is 

 


B-2









	
  

 	
  

 
	
  

 	
 supported by
 (1) a certificate executed by the Transferee in the form of Exhibit D to the
 Indenture and (2) an Opinion of Counsel provided by the Transferor or the
 Transferee (a copy of which the Transferor has attached to this certification),
 to the effect that such Transfer is in compliance with the Securities Act.
 Upon consummation of the proposed transfer in accordance with the terms of
 the Indenture, the transferred beneficial interest or Definitive Note will be
 subject to the restrictions on transfer enumerated in the Private Placement
 Legend printed on the Restricted Global Note and/or the Definitive Notes and
 in the Indenture and the Securities Act.

 



o  4. Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


	
  

 	
  

 
	
  

 	
  o 
 (i) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
 effected pursuant to and in accordance with Rule 144 under the Securities Act
 and in compliance with the transfer restrictions contained in the Indenture
 and any applicable blue sky securities laws of any state of the United States
 and (ii) the restrictions on transfer contained in the Indenture and the
 Private Placement Legend are not required in order to maintain compliance
 with the Securities Act. Upon consummation of the proposed Transfer in
 accordance with the terms of the Indenture, the transferred beneficial
 interest or Definitive Note will no longer be subject to the restrictions on
 transfer enumerated in the Private Placement Legend printed on the Restricted
 Global Notes, on Restricted Definitive Notes and in the Indenture.

 
	
  

 	
  

 
	
  

 	
  o 
 (ii) Check if Transfer is Pursuant to Regulation S. (i)
 The Transfer is being effected pursuant to and in accordance with Rule 903 or
 Rule 904 under the Securities Act and in compliance with the transfer
 restrictions contained in the Indenture and any applicable blue sky
 securities laws of any state of the United States and (ii) the restrictions
 on transfer contained in the Indenture and the Private Placement Legend are
 not required in order to maintain compliance with the Securities Act. Upon
 consummation of the proposed Transfer in accordance with the terms of the
 Indenture, the transferred beneficial interest or Definitive Note will no
 longer be subject to the restrictions on transfer enumerated in the Private
 Placement Legend printed on the Restricted Global Notes, on Restricted
 Definitive Notes and in the Indenture.

 
	
  

 	
  

 
	
  

 	
  o 
 (iii) Check if Transfer is Pursuant to Other Exemption.
 (i) The Transfer is being effected pursuant to and in compliance with an
 exemption from the registration requirements of the Securities Act other than
 Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
 restrictions contained in the Indenture and any applicable blue sky
 securities laws of any State of the United States and (ii) the restrictions
 on transfer contained in the Indenture and the Private Placement Legend are
 not required in order to maintain compliance with the Securities Act. Upon
 consummation of the proposed Transfer in accordance with the terms of the
 Indenture, the transferred beneficial interest or Definitive Note will not be
 subject to the restrictions on transfer enumerated in the Private Placement
 Legend printed on the Restricted Global Notes or Restricted Definitive Notes
 and in the Indenture.

 


B-3





          This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.




	
  

 	
  

 	
  

 	
  

 
	
[Insert Name
of Transferor]

 	
  

 
	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	 

 	
  

 


B-4







ANNEX A TO CERTIFICATE OF TRANSFER


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The
 Transferor owns and proposes to transfer the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [CHECK ONE
 OF (a) OR (b)]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (a)

 	
 a beneficial
 interest in the:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (i)

 	
 Rule 144A
 Global Note (CUSIP __________), or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (ii)

 	
 Regulation S
 Global Note (CUSIP _________), or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (b)

 	
 a Restricted
 Definitive Note.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 After the
 Transfer the Transferee will hold:

 
	
  

 	
  

 	
  

 
	
  

 	
 [CHECK ONE]

 
	
  

 	
  

 
	
  

 	
 o

 	
 (a)

 	
 a beneficial
 interest in the:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (i)

 	
 Rule 144A
 Global Note (CUSIP __________), or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (ii)

 	
 Regulation S
 Global Note (CUSIP _________), or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (iii)

 	
 Unrestricted
 Global Note (CUSIP _________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (b)

 	
 a Restricted
 Definitive Note; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (c)

 	
 an
 Unrestricted Definitive Note,

 



in accordance
with the terms of the Indenture.


B-5





EXHIBIT C


FORM OF CERTIFICATE OF EXCHANGE


[                    ]
[                    ]


                   Re: Safe
Bulkers, Inc. 


            o 
[     ]% Notes due
[          ] (CUSIP
[               ])
(the “Notes”) 


                    Reference
is hereby made to the Indenture, dated as of [             ] (as amended, supplemented or
otherwise modified, the “Indenture”),
between Safe Bulkers, Inc. and [       ], as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 


                    __________________________
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of
$____________________________ in such Note[s] or interests (the “Exchange”). In
connection with the Exchange, the Owner hereby certifies that:


                    1.
Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted
Global Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note


	
  

 	
  

 
	
  

 	
           o (i) Check
 if Exchange is from beneficial interest in a Restricted Global Note to
 beneficial interest in an Unrestricted Global Note. In connection with the
 Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
 beneficial interest in an Unrestricted Global Note in an equal principal
 amount, the Owner hereby certifies (i) the beneficial interest is being
 acquired for the Owner’s own account without transfer, (ii) such Exchange has
 been effected in compliance with the transfer restrictions applicable to the
 Global Notes and pursuant to and in accordance with the United States
 Securities Act of 1933, as amended (the “Securities Act”), (iii) the
 restrictions on transfer contained in the Indenture and the Private Placement
 Legend are not required in order to maintain compliance with the Securities
 Act and (iv) the beneficial interest in an Unrestricted Global Note is being
 acquired in compliance with any applicable blue sky securities laws of any
 state of the United States. If the Exchange is from beneficial interest in a
 Regulation S Global Note to beneficial interest in an Unrestricted Global
 Note, the Owner further certifies that it is either (x) a non-U.S. Person to
 whom Notes would be transferred in accordance with Regulation S or (y) a U.S.
 Person who purchased Notes in a transaction that did not require registration
 under the Securities Act.

 
	
  

 	
  

 
	
  

 	
           o (ii) Check
 if Exchange is from beneficial interest in a Restricted Global Note to
 Unrestricted Definitive Note. In connection with the Exchange of the Owner’s
 beneficial interest in a Restricted Global Note for an Unrestricted
 Definitive

 


C-1









	
  

 	
  

 
	
  

 	
 Note, the
 Owner hereby certifies (i) the Definitive Note is being acquired for the
 Owner’s own account without transfer, (ii) such Exchange has been effected in
 compliance with the transfer restrictions applicable to the Restricted Global
 Notes and pursuant to and in accordance with the Securities Act, (iii) the
 restrictions on transfer contained in the Indenture and the Private Placement
 Legend are not required in order to maintain compliance with the Securities
 Act and (iv) the Definitive Note is being acquired in compliance with any
 applicable blue sky securities laws of any state of the United States.

 
	
  

 	
  

 
	
  

 	
           o (iii)
 Check if Exchange is from Restricted Definitive Note to beneficial interest
 in an Unrestricted Global Note. In connection with the Owner’s Exchange of a
 Restricted Definitive Note for a beneficial interest in an Unrestricted
 Global Note, the Owner hereby certifies (i) the beneficial interest is being
 acquired for the Owner’s own account without transfer, (ii) such Exchange has
 been effected in compliance with the transfer restrictions applicable to
 Restricted Definitive Notes and pursuant to and in accordance with the
 Securities Act, (iii) the restrictions on transfer contained in the Indenture
 and the Private Placement Legend are not required in order to maintain
 compliance with the Securities Act and (iv) the beneficial interest is being
 acquired in compliance with any applicable blue sky securities laws of any
 state of the United States. If the Exchange is from beneficial interest in a
 Regulation S Global Note to an Unrestricted Definitive Note, the Owner
 further certifies that it is either (x) a non-U.S. Person to whom Notes could
 be transferred in accordance with Regulation S or (y) a U.S. Person who
 purchased Notes in a transaction that did not require registration under the
 Securities Act.

 
	
  

 	
  

 
	
  

 	
           o (iv) Check
 if Exchange is from Restricted Definitive Note to Unrestricted Definitive
 Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
 for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
 Unrestricted Definitive Note is being acquired for the Owner’s own account without
 transfer, (ii) such Exchange has been effected in compliance with the
 transfer restrictions applicable to Restricted Definitive Notes and pursuant
 to and in accordance with the Securities Act, (iii) the restrictions on
 transfer contained in the Indenture and the Private Placement Legend are not
 required in order to maintain compliance with the Securities Act and (iv) the
 Unrestricted Definitive Note is being acquired in compliance with any
 applicable blue sky securities laws of any state of the United States.

 



                    2.
Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes


	
  

 	
  

 
	
  

 	
           o (i) Check
 if Exchange is from beneficial interest in a Restricted Global Note to
 Restricted Definitive Note. In connection with the Exchange of the Owner’s
 beneficial interest in a Restricted Global Note for a Restricted Definitive
 Note with an equal principal amount, the Owner hereby certifies that the
 Restricted Definitive Note is being acquired for the Owner’s own account
 without transfer. If the

 


C-2









	
  

 	
  

 
	
  

 	
 Exchange is
 from beneficial interest in a Regulation S Global Note to a Restricted
 Definitive Note, the Owner further certifies that it is either (x) a non-U.S.
 Person to whom Notes could be transferred in accordance with Regulation S or
 (y) a U.S. Person who purchased Notes in a transaction that did not require
 registration under the Securities Act. Upon consummation of the proposed
 Exchange in accordance with the terms of the Indenture, the Restricted
 Definitive Note issued will continue to be subject to the restrictions on
 transfer enumerated in the Private Placement Legend printed on the Restricted
 Definitive Note and in the Indenture and the Securities Act.

 
	
  

 	
  

 
	
  

 	
           o (ii) Check if Exchange is from Restricted Definitive Note to beneficial
 interest in a Restricted Global Note. In connection with the Exchange of the
 Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK
 ONE] o Rule
 144A Global Note or o
 Regulation S Global Note with an equal principal amount, the Owner hereby
 certifies (i) the beneficial interest is being acquired for the Owner’s own
 account without transfer and (ii) such Exchange has been effected in
 compliance with the transfer restrictions applicable to the Restricted Global
 Notes and pursuant to and in accordance with the Securities Act, and in
 compliance with any applicable blue sky securities laws of any state of the
 United States. Upon consummation of the proposed Exchange in accordance with
 the terms of the Indenture, the beneficial interest issued will be subject to
 the restrictions on transfer enumerated in the Private Placement Legend
 printed on the relevant Restricted Global Note and in the Indenture and the
 Securities Act.

 


C-3





          This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


	
  

 	
  

 	
  

 
	 

 	
  

 
	
 [Insert Name
 of Transferor]

 	
  

 
	
  

 	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 






	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	 

 	
  

 


C-4





EXHIBIT D


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


[                    ]


[                    ]


                    Re:
Safe Bulkers, Inc. 


           o  [          ]% Notes due
[          ] (CUSIP
[          ]) (the “Notes”) 


                    Reference
is hereby made to the Indenture, dated as of [            ] (as amended, supplemented or
otherwise modified, the “Indenture”),
between Safe Bulkers, Inc. (the “Company”)
and [      ], as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.  


                    In
connection with our proposed purchase of $____________ aggregate principal
amount of:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 o

 	
 a beneficial
 interest in a Global Note, or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 o

 	
 a Definitive
 Note,

 



we confirm
that:


                    1.
We understand that any subsequent transfer of the Notes or any interest therein
is subject to certain restrictions and conditions set forth in the Indenture
and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Notes or any interest therein except in compliance with,
such restrictions and conditions and the United States Securities Act of 1933,
as amended (the “Securities Act”).


                    2.
We understand that the offer and sale of the Notes have not been registered
under the Securities Act, and that the Notes and any interest therein may not
be offered or sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (a) to the Company or any subsidiary thereof, (b) in
accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (c) to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and an Opinion


D-1





of Counsel in
form reasonably acceptable to the Company to the effect that such transfer is
in compliance with the Securities Act, (d) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (e) pursuant
to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(a) through (e) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.


                    3.
We understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the
foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.


                    4.
We are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.


                    5.
We are acquiring the Notes or beneficial interest therein purchased by us for
our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
discretion.


                    You
and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


	
  

 	
  

 	
  

 
	 

 	
  

 
	
 [Insert Name
 of Transferor]

 	
  

 
	
  

 	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 






	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	 

 	
  

 


D-2