Exhibit
4.3

     

    
      


      


      


      


      


      


      
        

        

      

      


      


      


      


      


      


      


      PATRIOT
COAL CORPORATION

      


      and

      


      Wilmington Trust Company,
Trustee

      


      


      FORM OF INDENTURE


       

      Dated as
of __________,
____

       

      ___________

      


      


      


      


      


      
        

        

      

      


      


      


      


      


      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      


      Page


      ARTICLE
1

      DEFINITIONS

       

      
        
          	
                  Section
      1.01.

                	
                  Certain Terms
      Defined  

                	
                  1

                


        

         

      

      ARTICLE
2

      SECURITIES

      


      
        	
                Section
      2.01.

              	
                Forms
      Generally

              	
                5

              
	
                Section
      2.02.

              	
                Form
      of Certification of Authentication

              	
                5

              
	
                Section
      2.03.

              	
                Amount
      Unlimited; Issuable in Series

              	
                6

              
	
                Section
      2.04.

              	
                Authentication
      and Delivery of Securities

              	
                7

              
	
                Section
      2.05.

              	
                Execution
      of Securities

              	
                9

              
	
                Section
      2.06.

              	
                Certificate
      of Authentication

              	
                9

              
	
                Section
      2.07.

              	
                Denomination
      and Date of Securities; Payments of Interest

              	
                9

              
	
                Section
      2.08.

              	
                Registration,
      Transfer and Exchange

              	
                10

              
	
                Section
      2.09.

              	
                Mutilated,
      Defaced, Destroyed, Lost and Stolen Securities

              	
                13

              
	
                Section
      2.10.

              	
                Cancellation
      of Securities; Destruction Thereof

              	
                14

              
	
                Section
      2.11.

              	
                Temporary
      Securities

              	
                14

              


      

      


      ARTICLE
3

      COVENANTS OF
THE ISSUER AND
THE TRUSTEE

      
        


        
          	Section 3.01.	
                  Payment of Principal and
      Interest

                	
                  15

                
	Section 3.02.  	
                  Offices for Payments,
      etc.

                	
                  15

                
	Section 3.03.  	
                  Appointment to Fill a Vacancy
      in Office of Trustee

                	
                  16

                
	Section 3.04.  	
                  Paying
      Agents

                	
                  16

                
	Section 3.05.  	
                  Certificate of the
      Issuer

                	
                  17

                
	Section 3.06.  	
                  Securityholders
      Lists

                	
                  17

                
	Section 3.07.	
                  Reports by the
      Issuer

                	
                  17

                
	Section 3.08.  	
                  Reports by the
      Trustee

                	
                  18

                


        

        


        ARTICLE
4

        REMEDIES
OF THE TRUSTEE
AND SECURITYHOLDERS
ON EVENT
OF DEFAULT

         

        
          	
                  Section
      4.01

                	
                  Event
      of Default; Acceleration of Maturity; Waiver of Default

                	
                   
      18

                
	
                  Section
      4.02.

                	
                  Collection of Indebtedness by
      Trustee; Trustee May Prove Debt 

                	
                   
      20

                
	
                  Section
      4.03.

                	
                  Application
      of Proceeds

                	
                  23

                
	
                  Section
      4.04.

                	
                  Suits
      for Enforcement

                	
                  24

                
	
                  Section
      4.05.

                	
                  Restoration
      of Rights on Abandonment of Proceedings

                	
                  24

                
	
                  Section
      4.06.

                	
                  Limitations
      on Suits by Securityholder

                	
                  24

                
	
                  Section
      4.07.

                	
                  Unconditional Right of
      Securityholders to Institute Certain
    Suits  

                	
                   
      25

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            	 	 	Page 
	 	 	 
	
                    Section
      4.08.

                  	
                    Powers
      and Remedies Cumulative; Delay or Omission Not Waiver of
      Default

                  	
                    25

                  
	
                    Section
      4.09.

                  	
                    Control
      by Securityholders

                  	
                    25

                  
	
                    Section
      4.10.

                  	
                    Waiver
      of Past Defaults

                  	
                    26

                  
	
                    Section
      4.11.

                  	
                    Trustee
      to Give Notice of Default, But May Withhold in Certain Circumstances

                  	
                    26

                  
	
                    Section
      4.12.

                  	
                    Right
      of Court to Require Filing of Undertaking to Pay Costs

                  	
                    27

                  


          

          


          
            	
                    ARTICLE
      5

                  
	
                    CONCERNING THE TRUSTEE

                  


          

          


          
            	
                    Section
      5.01.

                  	
                    
                      Duties
      and Responsibilities of the Trustee; During Default; Prior to Default

                    

                  	
                    27

                  
	
                    Section
      5.02.

                  	
                    Certain
      Rights of the Trustee

                  	
                    29

                  
	
                    Section
      5.03.

                  	
                    
                      Trustee
      Not Responsible for Recitals, Disposition of Securities or Application
      of Proceeds Thereof

                    

                  	
                    31

                  
	
                    Section
      5.04.

                  	
                    Trustee
      and Agents May Hold Securities; Collections, etc

                  	
                    31

                  
	
                    Section
      5.05.

                  	
                    Moneys
      Held by Trustee

                  	
                    31

                  


          

        

        
          
            	
                    Section
      5.06

                  	
                    Compensation
      and Indemnification of Trustee and Its Prior Claim

                  	
                    31

                  
	
                    Section
      5.07.

                  	
                    Right
      of Trustee to Rely on Officers’ Certificate, etc

                  	
                    32

                  
	
                    Section
      5.08.

                  	
                    Persons
      Eligible for Appointment as Trustee

                  	
                    32

                  
	
                    Section
      5.09.

                  	
                    Resignation
      and Removal; Appointment of Successor Trustee

                  	
                    32

                  
	
                    Section
      5.10.

                  	
                    Acceptance
      of Appointment by Successor

                  	
                    34

                  
	
                    Section
      5.11.

                  	
                    Merger,
      Conversion, Consolidation or Succession to Business of
    Trustee

                  	
                    35

                  
	
                    Section
      5.12.

                  	
                    Indenture
      Not Creating Potential Conflicting Interests For The
    Trustee

                  	
                    36

                  


          

          


          
            	
                    ARTICLE
      6

                  
	
                    CONCERNING THE SECURITYHOLDERS

                  


          

          


          
            	
                    Section
      6.01.

                  	
                    Evidence
      of Action Taken by Securityholders

                  	
                    36

                  


          

          
            	
                    Section
      6.02.

                  	
                    
                      Proof
      of Execution of Instruments and of Holding of Securities; Record
      Date

                    

                  	
                    36

                  
	Section 6.03.  	
                    Holders to Be Treated as
      Owners

                  	
                    36

                  
	Section 6.04.  	
                    Securities Owned by Issuer
      Deemed Not Outstanding

                  	
                    37

                  
	Section 6.05.  	
                    Right of Revocation of Action
      Taken

                  	
                    38

                  


          

           

          
            	
                     
      ARTICLE
      7

                  
	
                     
      SUPPLEMENTAL INDENTURES

                  


          

           

          
            	Section 7.01.  	
                    Supplemental Indentures
      Without Consent of Securityholders

                  	
                    38

                  
	Section 7.02.  	
                    Supplemental Indentures With
      Consent of Securityholders

                  	
                    40

                  
	Section 7.03.  	
                    Effect of Supplemental
      Indenture

                  	
                    41

                  
	Section 7.04.  	
                    Documents to Be Given to
      Trustee

                  	
                    41

                  


          

        

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

          
             

            
              	 	 	Page
	 	 	 
	Section 7.05.  	
                      Notation on
      Securities in Respect of Supplemental
    Indentures

                    	
                      41

                    


            

          

        

        
           

          ARTICLE
8

          CONSOLIDATION,
MERGER,
SALE
OR CONVEYANCE

           

          
            	 
      Section 8.01.  	
                    Issuer May Consolidate, etc,
      on Certain Terms

                  	
                    42

                  
	 
      Section 8.02.  	
                    Successor Corporation
      Substituted

                  	
                    42

                  
	 
      Section 8.03.  	
                    Opinion of Counsel to
      Trustee

                  	
                    43

                  


          

          


          ARTICLE
9

          SATISFACTION
AND DISCHARGE
OF INDENTURE;
UNCLAIMED
MONEYS

          


          
            	
                    Section
      9.01.

                  	
                    Satisfaction
      and Discharge of Indenture

                  	
                    43

                  
	
                    Section
      9.02.

                  	
                    Application
      by Trustee of Funds Deposited for Payment of Securities

                  	
                    44

                  
	
                    Section
      9.03.

                  	
                    Repayment
      of Moneys Held by Paying Agent

                  	
                    44

                  
	
                    Section
      9.04.

                  	
                    Return
      of Moneys Held by Trustee and Paying Agent Unclaimed for Three
    Years

                  	
                    44

                  


          

        

        
          


          
            	
                    ARTICLE
      10

                  
	
                    MISCELLANEOUS PROVISIONS

                  


          

          


          
            	
                    Section
      10.01.

                  	
                    Incorporators,
      Stockholders, Officers and Directors of Issuer Exempt from Individual
      Liability

                  	
                    45

                  
	
                    Section
      10.02.

                  	
                    Provisions
      of Indenture for the Sole Benefit of Parties and Securityholders

                  	
                    45

                  
	
                    Section
      10.03.

                  	
                    Successors
      and Assigns of Issuer Bound by Indenture

                  	
                    45

                  
	
                    Section
      10.04.

                  	
                    Notices
      and Demands on Issuer, Trustee and Securityholders

                  	
                    45

                  
	Section 10.05.  	
                    Officers’ Certificates and
      Opinions of Counsel; Statements to Be Contained
      Therein

                  	
                     
      46

                  
	
                    Section
      10.06.

                  	
                    Payments
      Due on Saturdays, Sundays and Holidays

                  	
                    47

                  
	
                    Section
      10.07.

                  	
                    Conflict
      of any Provision of Indenture with Trust Indenture Act of
    1939

                  	
                    47

                  
	
                    Section
      10.08.

                  	
                    New
      York Law to Govern

                  	
                    48

                  
	
                    Section
      10.09.

                  	
                    Counterparts

                  	
                    48

                  
	
                    Section
      10.10.

                  	
                    Effect
      of Headings

                  	
                    48

                  


          

           

          
            	
                     
      ARTICLE
      11

                  
	
                     
      REDEMPTION OF SECURITIES AND SINKING FUNDS

                  


          

           

          
            	
                    Section
      11.01.

                  	
                    Applicability
      of Article

                  	
                    48

                  
	
                    Section
      11.02.

                  	
                    Notice
      of Redemption; Partial Redemptions

                  	
                    48

                  
	
                    Section
      11.03.

                  	
                    Payment
      of Securities Called for Redemption

                  	
                    49

                  
	
                    Section
      11.04.

                  	
                    
                      Exclusion
      of Certain Securities from Eligibility for Selection for Redemption

                    

                  	
                    50

                  


          

        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

        
          


          
            	 	 	Page
	 	 	 
	
                    Section
      11.05.

                  	
                    Mandatory
      and Optional Sinking Funds

                  	
                    50

                  


          

          


          ARTICLE
12

          DEFEASANCE

          


          
            	
                    Section
      12.01.

                  	
                    Issuer’s
      Option to Effect Defeasance

                  	
                    53

                  
	
                    Section
      12.02.

                  	
                    Defeasances
      and Discharge

                  	
                    53

                  
	
                    Section
      12.03.

                  	
                    Covenant
      Defeasance

                  	
                    54

                  
	
                    Section
      12.04.

                  	
                    Conditions
      to Defeasance

                  	
                    54

                  
	
                    Section
      12.05.

                  	
                     Deposited
      Money and U.S. Government Obligations to Be Held in  Trust;
      Reinstatement; Miscellaneous

                  	
                    55

                  
	 
      	 
      	 
      


          

          


          
            	
                    Exhibit
      A – Form of Note

                  


          

        

         

      

    

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    
      THIS
INDENTURE, dated as of [__________], 20[__] between PATRIOT COAL CORPORATION, a
corporation organized under the laws of the State of Delaware (the “Issuer”), and Wilmington Trust
Company (the “Trustee”),

      


      W
I T N E S S E T H:

      


      WHEREAS,
the Issuer has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

      


      WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement
according to its terms have been done;

      


      NOW,
THEREFORE:

      


      In
consideration of the premises and the purchases of the Securities by the Holders
thereof, the Issuer and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities as follows:


      ARTICLE
1


      DEFINITIONS

      


      Section
1.01. Certain Terms
Defined. The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting
principles” means such accounting principles as are generally accepted at
the time of any computation. The words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The terms defined in this Article have
the


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      meanings
assigned to them in this Article and include the plural as well as the
singular.

      


      “Board of Directors” means
either the Board of Directors of the Issuer or any committee of such Board duly
authorized to act hereunder.

      


      “Business Day” means, with
respect to any Security, a day other than a Saturday or Sunday that in the city
(or in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation to close.

      


      “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or if at any time after the execution
and delivery of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act of 1939, then the
body performing such duties on such date.

      


      “Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered, which office is, at
the date as of which this Indenture is dated, located at 1100 North Market
Street, Rodney Square North, Wilmington, Delaware 19890, Attn: Corporate Trust
Administration – Patriot Coal Corporation, or any other address that the Trustee
may designate from time to time by notice to the Issuer and the
Holders.

      


      “Depository” means, with
respect to the Securities of any series issuable upon original issuance in whole
or in part in the form of one or more Global Securities, The Depository Trust
Company (or any nominee, successor to or assignee thereof) or any other clearing
agency registered under the Securities Exchange Act of 1934 specified for that
purpose as contemplated by Section 2.03.

      


      “Event of Default” means any
event or condition specified as such in Section 4.01.

      


      “Global Security” means a
Security bearing the legend specified in Section 2.12 evidencing all or part of
a series of Securities, issued to the Depository with respect to such series or
its nominee and registered in the name of such Depository or
nominee.

      


      “Holder”, “Holder of Securities”, “Securityholder” or other
similar terms mean the registered holder of any Security.

      


      “Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented
as herein provided, as so amended or

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      supplemented
or both, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

      


      “Interest” means, when used
with respect to non-interest bearing Securities, interest payable after
maturity.

      


      “Issuer” means (except as
otherwise provided in Article 5) Patriot Coal Corporation, a corporation
organized under the laws of the State of Delaware, and, subject to Article 8,
its successors and assigns.

      


      “Officers’ Certificate” means a
certificate signed by the chairman of the Board of Directors or the president or
any vice president and by the treasurer or the secretary or any assistant
secretary of the Issuer and delivered to the Trustee. Each such certificate
shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 10.05.

      


      “Opinion of Counsel” means an
opinion in writing signed by legal counsel who may be an employee of or counsel
to the Issuer and who shall be satisfactory to the Trustee. Each such opinion
shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 10.05, if and to the extent required
hereby.

      


      “Original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of such Security
or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or
substitution.

      


      “Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 4.01.

      


      “Outstanding”, when used with
reference to Securities, shall, subject to the provisions of Section 6.04, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except:

      


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

      


      (b) Securities,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the Holders of such Securities (if the
Issuer shall act as its own paying agent), provided that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      given as
herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; and

      


      (c)
Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by a
person in whose hands such Security is a legal, valid and binding obligation of
the Issuer).

      


      In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 4.01.

      


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

      


      “Principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be
deemed to include “and premium, if any”.

      


      “Responsible Officer” when used
with respect to the Trustee means the chairman of the board of directors, any
vice chairman of the board of directors, the chairman of the trust committee,
the chairman of the executive committee, any vice chairman of the executive
committee, the president, any vice president, the cashier, the secretary, the
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject, in each case having direct responsibility for administration of this
Indenture.

      


      “Security” or “Securities” has the meaning
stated in the first recital of this Indenture, or, as the case may be,
Securities that have been authenticated and delivered under this
Indenture.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          


      

      


      “Trustee” means the Person
identified as “Trustee” in the first paragraph hereof and, subject to the
provisions of Article 5, shall also include any successor trustee.

      


      “Trust Indenture Act of 1939”
(except as otherwise provided in Sections 7.01 and 7.02) means the Trust
Indenture Act of 1939 as in force at the date as of which this Indenture was
originally executed.

      


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

      


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

      


      


      ARTICLE
2


      SECURITIES

      


      Section
2.01. Forms Generally.
The Securities of each series shall be substantially in such form attached
hereto as Exhibit A (unless the Securities of such series are not issued in
global form) as shall be established by or pursuant to a resolution of the Board
of Directors or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules
or regulations pursuant thereto, or with any rules of any securities exchange or
to conform to general usage, all as may be determined by the officers executing
such Securities, as evidenced by their execution of the Securities.

      


      The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

      


      Section
2.02. Form of Certification of
Authentication. The certificate of authentication on all Securities shall
be in substantially the following form:

      


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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                [_____________],
      

              	 
	 	
                as
      [Trustee/Authenticating Agent]

              	 
	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Authorized
      Officer	 
	 	 	 	 
	 	 	 	 


      

    

    
      


      Section
2.03. Amount Unlimited;
Issuable in Series. The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is
unlimited.

      


      The
Securities may be issued in one or more series. There shall be established in or
pursuant to a resolution of the Board of Directors and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

      


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

      


      (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 registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08,
2.09, 2.11 or 11.03);

      


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

      


      (d) the rate
or rates at which the Securities of the series shall bear interest, if any, or
the method by which such rate shall be determined, the date or dates from which
such interest shall accrue, the interest payment dates on which such interest
shall be payable and the record dates for the determination of Holders to whom
interest is payable;

      


      (e) the place
or places where the principal of and any interest on Securities of the series
shall be payable (if other than as provided in Section 3.02);

      


      (f) the price
or prices at which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Issuer, pursuant to any sinking fund or
otherwise;

      


      (g) the
obligation, if any, of the Issuer to redeem, purchase or repay Securities of the
series pursuant to any sinking fund or analogous


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      provisions
or at the option of a Holder thereof and the price or prices at which and the
period or periods within which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;

      


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

      


      (i) if other
than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy
pursuant to Section 4.02;

      


      (j) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture);

      


      (k) if and
the terms and conditions upon which the Securities of the series may or must be
converted into securities of the Company or exchanged for securities of the
Company or another enterprise;

      


      (l) any
trustees, authenticating or paying agents, transfer agents or registrars or any
other agents with respect to the Securities of such series;

      


      (m) if the
Securities are not to be issued in global form, the form of such
Securities;

      


      (n) the
Depository with respect to such Global Security (if not The Depository Trust
Company); and

      


      (o) the
circumstances under which any Global Security may be exchanged for Securities
registered in the name of, and any transfer of such Global Security may be
registered to, a Person other than such Depository or its nominee, if other than
as set forth in Section 2.08.

      


      All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto.

      


      Section
2.04. Authentication and
Delivery of Securities. At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Securities of
any series executed by the Issuer to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver such Securities to or upon the
written order of the Issuer, signed by both (a) the

      


      
        
          
          

        

        
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      Chairman
of its Board of Directors, or any vice chairman of its Board of Directors, or
its president or any vice president and (b) by its treasurer or any assistant
treasurer, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities the Trustee shall be entitled to receive, and
(subject to Section 5.01) shall be fully protected in relying upon:

      


      (a) a
certified copy of any resolution or resolutions of the Board of Directors
authorizing the action taken pursuant to the resolution or resolutions delivered
under clause 2.04(b) below;

      


      (b) a copy of
any resolution or resolutions of the Board of Directors relating to such series,
in each case certified by the Secretary or an Assistant Secretary of the
Issuer;

      


      
        (c)  an
executed supplemental indenture, if any;

      

      


      (d) an
Officers’ Certificate setting forth the form and terms of the Securities as
required pursuant to Section 2.01 and 2.03, respectively and prepared in
accordance with Section 10.05;

      


      (e) an
Opinion of Counsel, prepared in accordance with Section 10.05, to the
effect

      


      (i) that the
form or forms and terms of such Securities have been established by or pursuant
to a resolution of the Board of Directors or by a supplemental indenture as
permitted by Section 2.01 and 2.03 in conformity with the provisions of this
Indenture;

      


      (ii) that such
Securities, when authenticated and delivered by the Trustee and issued by the
Issuer in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the
Issuer;

      


      (iii) that all
laws and requirements in respect of the execution and delivery by the Issuer of
the Securities have been complied with; and

      


      (iv) covering
such other matters as the Trustee may reasonably request; and

      


      (f) if the
Securities being issued are Original Issue Discount Securities, an Officers’
Certificate of the Issuer setting forth the Yield to Maturity for such
Securities and any other facts required to compute

      


      
        
          
          

        

        
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      amounts
due on acceleration, unless such Yield to Maturity and other facts are specified
in the form of Security.

      


      The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

      


      Section
2.05. Execution of
Securities. The Securities shall be signed on behalf of the Issuer by
both (a) the chairman of its Board of Directors or any vice chairman of its
Board of Directors or its president or any vice president and (b) by its
treasurer or any assistant treasurer or its secretary or any assistant
secretary, under its corporate seal which may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Issuer may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

      


      In case
any officer of the Issuer who shall have signed any of the Securities shall
cease to be such officer before the Security so signed shall be authenticated
and delivered by the Trustee or disposed of by the Issuer, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security had not ceased to be such officer of the Issuer;
and any Security may be signed on behalf of the Issuer by such persons as, at
the actual date of the execution of such Security, shall be the proper officers
of the Issuer, although at the date of the execution and delivery of this
Indenture any such person was not such an officer.

      


      Section
2.06. Certificate of
Authentication. Only such Securities as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to
the benefits of this Indenture.

      


      Section
2.07.  Denomination
and Date of Securities; Payments of Interest. The
Securities shall be issuable as registered securities without coupons and in
denominations as shall be specified as contemplated by Section 2.03. In
the

      


      
        
          
          

        

        
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      absence
of any such specification with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
multiple thereof. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

      


      Each
Security shall be dated the date of its authentication, shall bear interest, if
any, from the date and shall be payable on the dates, in each case, which shall
be specified as contemplated by Section 2.03.

      


      The
person in whose name any Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding any
transfer or exchange of such Security subsequent to the record date and prior to
such interest payment date, except if and to the extent the Issuer shall default
in the payment of the interest due on such interest payment date for such
series, in which case such defaulted interest shall be paid to the persons in
whose names Outstanding Securities for such series are registered at the close
of business on a subsequent record date (which shall be not less than five
Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such subsequent record date. The
term “record date” as
used with respect to any interest payment date (except a date for payment of
defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular series, or, if no such date is so specified, if
such interest payment date is the first day of a calendar month, the fifteenth
day of the next preceding calendar month or, if such interest payment date is
the fifteenth day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

      


      Section
2.08. Registration, Transfer
and Exchange. The Issuer will keep or cause to be kept at each office or
agency to be maintained for the purpose as provided in Section 3.02 a register
or registers in which, subject to such reasonable regulations as it may
prescribe, it will register, and will register the transfer of, Securities as in
this Article provided. Such register shall be in written form in the English
language or in any other form capable of being converted into such form within a
reasonable time. At all reasonable times such register or registers shall be
open for inspection by the Trustee.

      


      Upon due
presentation for registration of transfer of any Security of any series at any
such office or agency to be maintained for the purpose as provided in Section
3.02, the Issuer shall execute and the Trustee shall authenticate
and

      


      
        
          
          

        

        
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        deliver
in the name of the transferee or transferees a new Security or Securities of the
same series in authorized denominations for a like aggregate principal
amount.

      

      


      Any
Security or Securities of any series may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal
aggregate principal amount. Securities of any series to be exchanged shall be
surrendered at any office or agency to be maintained by the Issuer for the
purpose as provided in Section 3.02, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously
Outstanding.

      


      All
Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Issuer or the Trustee) be duly endorsed by,
or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the Holder or his
attorney duly authorized in writing.

      


      The
Issuer and the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities and any other expenses (including the
fees and expenses of the Trustee). No service charge shall be made for any such
transaction.

      


      The
Issuer shall not be required to exchange or register a transfer of (a) any
Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where public notice has been given that such Security
is to be redeemed in part, the portion thereof not so to be
redeemed.

      


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

      


      Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.03,
any Global Security of any series shall be exchangeable for definitive
Securities only if: (i) such Depository is at any time unwilling or unable to
continue as Depository or ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, and a successor Depository registered as a
clearing agency under the Securities Act of 1934 is not appointed by the Issuer
within 90 days, or (ii) the Issuer executes and delivers to the
Trustee

       

      
        
          
          

        

        
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      an
Officers’ Certificate providing that such Global Security shall be so
exchangeable and the transfer thereof so registrable.

      


      If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
the preceding sentence, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the
Issuer shall deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such Global Security, executed by the Issuer. On or
after the earliest date on which such interests may be so exchanged, such Global
Security shall be surrendered from time to time by the Depository and in
accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be accompanied by an Opinion of
Counsel), as shall be specified in an Officers’ Certificate with respect thereto
to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in
whole or in part, for definitive Securities as described above without
charge.

      


      The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered Global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such Global Security to be exchanged, provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending at the close of business on the day of the
mailing of a notice of redemption of Securities.

      


      Promptly
following any such exchange in part, such Global Security shall be returned by
the Trustee to such Depository in accordance with the instructions of the Issuer
referred to above. If a Security is issued in exchange for any portion of a
Global Security after the close of business at the office or agency for such
Security where such exchange occurs on or after (i) any regular record date for
such Security and before the opening of business at such office or agency on the
next interest payment date, or (ii) any subsequent record date, established
pursuant to Section 2.07, for such Security and before the opening of business
at such office or agency on the related proposed date for payment of interest or
defaulted interest, as the case may be, interest shall not be payable on such
interest payment date or proposed date for payment, as the case may be, to such
beneficial holder, but shall be payable on such interest payment date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such Global Security shall be payable in
accordance with the provisions of this Indenture.

      


      
        
          
          

        

        
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      Section
2.09.  Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. In case
any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver, a new Security of the same series, bearing a number not
contemporaneously Outstanding, in exchange and substitution for the mutilated or
defaced Security, or in lieu of and substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substitute Security shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

      


      Upon the
issuance of any substitute Security, the Issuer and the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security which has
matured or is about to mature or has been called for redemption in full shall
become mutilated or defaced or be destroyed, lost or stolen, the Issuer may
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

      


      Every
substitute Security of any series issued pursuant to the provisions of this
section by virtue of the fact that any such Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their
surrender.

      


      
        
          
          

        

        
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      Section
2.10. Cancellation of
Securities; Destruction Thereof. All Securities surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any
payment in respect of a sinking or analogous fund, if surrendered to the Issuer
or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be canceled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall destroy canceled
Securities held by it and upon the written request of the Issuer deliver a
certificate of destruction to the Issuer. If the Issuer shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

      


      Section
2.11. Temporary
Securities. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate and deliver
temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee, which
may be in the form of a global Security). Temporary Securities of any series
shall be issuable without coupons, of any authorized denomination, and, subject
to the preceding sentence, substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Issuer with the concurrence of the Trustee. Temporary Securities may contain
such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.02, and the Trustee shall authenticate
and deliver in exchange for such temporary Securities of such series a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.

      


      Section
2.12. Global
Securities. Unless otherwise provided pursuant to a resolution of the
Board of Directors or in an indenture supplemental hereto, the Securities shall
be issued in global form. Any Security in global form shall provide that it or
any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect any purchase,

      


      
        
          
          

        

        
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      redemption,
exchange or cancellation. Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person as shall be specified therein.

      


      The
Trustee shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person specified therein. The Issuer,
the Trustee and any agent of the Issuer and the Trustee shall treat as the
Holder, the Holder of such Global Security in registered form.

      


      Any
Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

      


      “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository. This Security is exchangeable for Securities registered in the name
of a Person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Security
(other than a transfer of this Security as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository) may be registered except in such limited
circumstances.”

      


      


      ARTICLE
3


      COVENANTS OF THE ISSUER AND THE TRUSTEE

      


      Section
3.01. Payment of Principal and
Interest. The Issuer covenants and agrees for the benefit of the Holders
of each series of Securities that it will duly and punctually pay or cause to be
paid the principal of, and interest on, each of the Securities of such series at
the place or places, at the respective times and in the manner provided in such
Securities. Each installment of interest on the Securities of any series may be
paid by wire transfer in immediately available funds to a U.S. dollar account
maintained by a Holder of Securities or its nominee, or upon the written order
of the Holders of Securities entitled thereto as they shall appear on the
registry books of the Issuer.

      


      Section
3.02. Offices for Payments,
etc. So long as any of the Securities remain Outstanding, the Issuer will
maintain the following for each series: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and (c) where notices and demands to or upon the Issuer in respect of
the Securities or of this Indenture may be served. The Issuer will

      


      
        
          
          

        

        
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      give to
the Trustee written notice of the location of any such office or agency and of
any change of location thereof. Unless otherwise specified in accordance with
Section 2.03, the Issuer shall designate the office to be maintained by it for
each such purpose. In case the Issuer shall fail to so designate or maintain any
such office or agency or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office.

      


      Section
3.03. Appointment to Fill a
Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 5.09, a Trustee, so that there shall at all times be a Trustee with
respect to each series of Securities hereunder.

      


      Section
3.04. Paying Agents.
Whenever the Issuer shall appoint a paying agent other than the Trustee with
respect to the Securities of any series other than the initial paying agent
appointed under an indenture supplemental hereto, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this
Section,

      


      (a) that it
will hold all sums received by it as such agent for the payment of the principal
of or interest on the Securities of such series (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities of such
series) in trust for the benefit of the Holders of the Securities of such series
or of the Trustee,

      


      (b) that it
will give the Trustee notice of any failure by the Issuer (or by any other
obligor on the Securities of such series) to make any payment of the principal
of or interest on the Securities of such series when the same shall be due and
payable, and

      


      (c) pay any
such sums so held in trust by it to the Trustee upon the Trustee’s written
request at any time during the continuance of the failure referred to in clause
3.04(b) above.

      


      The
Issuer will, on or prior to 10:00 AM New York time, or at any such other time
and date as may be agreed by the Issuer and paying agent, on each due date of
the principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

      


      If the
Issuer shall act as its own paying agent with respect to the Securities of any
Series, it will, on or before each due date of the principal of or interest
on

       

      
        
          
            
            

          

          
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      the
Securities of such series, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series a sum sufficient to pay
such principal or interest so becoming due. The Issuer will promptly notify the
Trustee of any failure to take such action.

      


      Anything
in this section to the contrary notwithstanding, the Issuer may at any time, for
the purpose of obtaining a satisfaction and discharge with respect to one or
more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such series by
the Issuer or any paying agent hereunder, as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained.

      


      Anything
in this section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this section is subject to the provisions of Section 9.03
and 9.04.

      


      Section
3.05. Certificate of the
Issuer. The Issuer will furnish to the Trustee, within 120 days after the
end of each fiscal year of the Issuer, a brief certificate (which need not
comply with Section 10.05) from the principal executive, financial or accounting
officer of the Issuer as to his or her knowledge of the Issuer’s compliance with
all conditions and covenants under the Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under the Indenture).

      


      Section
3.06. Securityholders
Lists. If and so long as the Trustee shall not be the Security registrar
for the Securities of any series, the Issuer will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-
annually not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date
and on dates to be determined pursuant to Section 2.03 for non-interest bearing
securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.

      


      Section
3.07. Reports by the
Issuer. The Issuer covenants to file with the Trustee, within 15 days
after the Issuer is required to file the same with the Commission, copies of the
annual reports and of the information, documents, and other reports which the
Issuer may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.

      


      Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such reports shall not

      


      
        
          
          

        

        
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      constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Issuer’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
an Officers’ Certificate).

      


      Section
3.08. Reports by the
Trustee. Any Trustee’s report required under Section 313(a) of the Trust
Indenture Act of 1939 shall be transmitted on or before July 15 in each year
following the date hereof, so long as any Securities are Outstanding hereunder,
and shall be dated as of a date convenient to the Trustee no more than 60 nor
less than 45 days prior thereto.

      


      


      ARTICLE
4


      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

      


      Section
4.01. Event of Default;
Acceleration of Maturity; Waiver of Default. “Event of Default” with respect
to Securities of any series wherever used herein, means each
one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

      


      (a) default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; or

      


      (b) default
in the payment of all or any part of the principal on any of the Securities of
such series as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or

      


      (c) default
in the payment of any sinking fund installment as and when the same shall become
due and payable by the terms of the Securities of such series; or

      


      (d) default
in the performance, or breach, of any covenant or warranty of the Issuer in
respect of the Securities of such series (other than a covenant or warranty in
respect of the Securities of such series a default in whose performance or whose
breach is elsewhere in this section specifically dealt with), and continuance of
such default or breach for a period of 30 days after there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities of
such series, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or

      


      
        
          
          

        

        
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      (e) a court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Issuer in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Issuer or for any substantial part of its property or ordering
the winding up or liquidation of its affairs, and such decree or order shall
remain unstayed and in effect for a period of 60 consecutive days;
or

      


      (f) the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the Issuer
or for any substantial part of its property, or make any general assignment for
the benefit of creditors; or

      


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

      


      If an
Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c) or 4.01(d) above
occurs and is continuing, then, and in each and every such case, unless the
principal of all of the Securities of such series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of
Default described in clause 4.01(e) or 4.01(f) occurs and is continuing, then
and in each and every such case, the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding and
interest accrued thereon, if any, shall be due and payable
immediately.

      


      The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit

      


      
        
          
          

        

        
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          with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series to the
date of such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of negligence or bad faith, and if any and all Events
of Default under the Indenture, other than the non-payment of the principal and
interest of Securities which shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein—then and in every
such case the Holders of a majority in aggregate principal amount of all the
Securities of such series, each series voting as a separate class, then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.

        

      

      


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

      


      Section
4.02. Collection of
Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants
that (a) in case default shall be made in the payment of any installment of
interest on any of the Securities of any series when such interest shall have
become due and payable, and such default shall have continued for a period of 30
days or (b) in case default shall be made in the payment of all or any part of
the principal of any of the Securities of any series when the same shall have
become due and payable, whether upon maturity of the Securities of such series
or upon any redemption or by declaration or otherwise—then upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of
the Securities of such series the whole amount that then shall have become due
and payable on all Securities of such series for principal or interest, as the
case may be (with interest to the date of such payment upon the overdue
principal and,

      


      
        
          
          

        

        
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      to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series); and in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence or bad faith.

      


      Until
such demand is made by the Trustee, the Issuer may pay the principal of and
interest on the Securities of any series to the Holders, whether or not the
principal of and interest on the Securities of such series shall be
overdue.

      


      In case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Issuer or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Issuer or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

      


      In case
there shall be pending proceedings relative to the Issuer or any other obligor
upon the Securities under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or
otherwise:

      


      (a) to
file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Securities of any series, and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee

      


      
        
          
          

        

        
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      (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in any judicial proceedings
relative to the Issuer or other obligor upon the Securities of any series, or to
the creditors or property of the Issuer or such other obligor,

      


      (b) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and

      


      (c) to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the Securityholders and of the Trustee on their behalf; and any trustee,
receiver, or liquidator, custodian or other similar official is hereby
authorized by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments directly
to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith and all
other amounts due to the Trustee or any predecessor Trustee pursuant to Section
5.06.

      


      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.

      


      All
rights of action and of asserting claims under this Indenture, or under any of
the Securities, may be enforced by the Trustee without the possession of any of
the Securities or the production thereof on any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective
agents

      


      
        
          
          

        

        
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      and
attorneys, shall be for the ratable benefit of the Holders of the Securities in
respect of which such action was taken.

      


      In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the Holders of the
Securities in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

      


      Section
4.03. Application of
Proceeds. Any moneys collected by the Trustee pursuant to this Article in
respect of any series shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities in
respect of which monies have been collected and stamping (or otherwise noting)
thereon the payment, or issuing Securities of such series in reduced principal
amounts in exchange for the presented Securities of like series if only
partially paid, or upon surrender thereof if fully paid:

      


      FIRST: To
the payment of costs and expenses applicable to such series in respect of which
monies have been collected, including reasonable compensation to the Trustee and
each predecessor Trustee and their respective agents and attorneys and of all
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith, and all
other amounts due to the Trustee or any predecessor Trustee pursuant to Section
5.06;

      


      SECOND:
In case the principal of the Securities of such series in respect of which
moneys have been collected shall not have become and be then due and payable, to
the payment of interest on the Securities of such series in default in the order
of the maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;

      


      THIRD: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the


      


      
        
          
          

        

        
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      case of
Original Issue Discount Securities) specified in the Securities of such series;
and in case such moneys shall be insufficient to pay in full the whole amount so
due and unpaid upon the Securities of such series, then to the payment of such
principal and interest or Yield to Maturity, without preference or priority of
principal over interest or Yield to Maturity, or of interest or Yield to
Maturity over principal, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and accrued
and unpaid interest or Yield to Maturity; and

      


      FOURTH:
To the payment of the remainder, if any, to the Issuer or any other person
lawfully entitled thereto.

      


      Section
4.04. Suits for
Enforcement. In case an Event of Default has occurred, has not been
waived and is continuing, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

      


      Section
4.05. Restoration of Rights on
Abandonment of Proceedings. In case the Trustee or any Holder shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee or such Holder, then and in every such case
the Issuer, the Trustee and such Holder shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

      


      Section
4.06. Limitations on Suits by
Securityholder. No Holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee such
indemnity satisfactory to it as it may require against the costs, expenses
and

      


      
        
          
          

        

        
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      liabilities
to be incurred therein or thereby and the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity shall have failed to institute
any such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 4.09; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security with every other taker and Holder and the Trustee, that no one
or more Holders of Securities of any series shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities, or to
obtain or seek to obtain priority over or preference to any other such Holder or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable series. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

      


      Section
4.07. Unconditional Right of
Securityholders to Institute Certain Suits. Notwithstanding any
other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and
interest on such Security on or after the respective due dates expressed in such
Security, or to institute 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
4.08. Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default. Except as
provided in Section 4.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Securityholders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      


      No delay
or omission of the Trustee or of any Securityholder to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of any
such Event of Default or an acquiescence therein; and, subject to Section 4.06,
every power and remedy given by this Indenture or by law to the Trustee or to
the Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

      


      Section
4.09. Control by
Securityholders. The Holders of a majority in aggregate principal amount
of the Securities of each series affected (with each


      


      
        
          
          

        

        
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      series
voting as a separate class) at the time Outstanding shall have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture; provided that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture and provided
further that (subject to the provisions of Section 5.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors or
responsible officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 5.01)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

      


      Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Securityholders.

      


      Section
4.10. Waiver of Past
Defaults. The Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (each such series voting as a
separate class) may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in clause 4.01(d),
4.01(e), 4.01(f) or 4.01(g), except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of each
Holder affected as provided in Section 7.02. In the case of any such waiver, the
Issuer, the Trustee and the Holders of the Securities of each series affected
shall be restored to their former positions and rights hereunder,
respectively.

      


      Upon any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

      


      Section
4.11. Trustee to Give Notice
of Default, But May Withhold in Certain Circumstances. The
Trustee shall give to the Securityholders of any series, as the names
and addresses of such Holders appear on the registry books, notice by mail of
all defaults known to the Trustee which have occurred with

      


      
        
          
          

        

        
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      respect
to such series, such notice to be transmitted within 45 days after the
occurrence thereof, unless such defaults shall have been cured or waived before
the giving of such notice (the term “default” or “defaults” for the purposes of
this section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of or interest on any of the
Securities of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or
responsible officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

      


      Section
4.12. Right of Court to
Require Filing of Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder or group of Securityholders of any series
holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such series, or, in the case of any suit relating to or arising
under clauses 4.01(d) if the suit relates to Securities of more than one but
less than all series, 10% in aggregate principal amount of Securities
Outstanding affected thereby, or in the case of any suit relating to or arising
under clauses 4.01(d) (if the suit relates to all the Securities then
Outstanding), 4.01(e) or 4.01(f), 10% in aggregate principal amount of all
Securities Outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or interest on any Security on or
after the due date expressed in such Security.


      


      ARTICLE
5


      CONCERNING THE TRUSTEE

      


      Section
5.01. Duties and
Responsibilities of the Trustee; During Default; Prior to Default. With
respect to the Holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default with respect to the Securities of
a particular series and after the curing or waiving of all Events of Default
which may have occurred with respect to such series, undertakes to

       

      
        
          
          

        

        
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      perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

      


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

      


      (a) prior to
the occurrence of an Event of Default with respect to the Securities of any
series and after the curing or waiving of all such Events of Default with
respect to such series which may have occurred:

      


      (i) the
duties and obligations of the Trustee with respect to the Securities of any
Series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

      


      (ii) in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the
case of any such statements, certificates, opinions or other documents or
instruments which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture;
provided, however, that
the Trustee shall not be responsible for the accuracy or content of any
statement, certificate, opinion or other document or instrument furnished by the
Issuer hereunder.

      


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

      


      (c) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance


      


      
        
          
          

        

        
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      with this
Indenture or at the direction of the Holders pursuant to Section 4.09 relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising or omitting to exercise any trust or
power conferred upon the Trustee, under this Indenture.

      


      None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

      


      The
provisions of this Section 5.01 are in furtherance of and subject to Sections
315 and 316 of the Trust Indenture Act of 1939.

      


      Section
5.02. Certain Rights of the
Trustee. In furtherance of and subject to the Trust Indenture Act of
1939, and subject to Section 5.01:

      


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

      


      (b) any
request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Issuer;

      


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

      


      (d) the
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture or to institute, conduct or defend any litigation
hereunder or in connection hereto at the request, order or direction of any of
the Securityholders pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the 


      
        
          
          

        

        
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      Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred therein or thereby;

      


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

      


      (f) prior to
the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, 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, consent, order,
approval, appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Securities of all series affected
then Outstanding; provided that, if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require indemnity
satisfactory to it against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer upon demand;

      


      (g) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys not regularly in
its employ including, but not limited to an authentication agent, paying agent,
transfer agent or registrar, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed
with due care by it hereunder;

      


      (h) the
Trustee shall not be deemed to have notice or be charged with knowledge of any
default or Event of Default with respect to the Securities, unless either (1) a
Responsible Officer shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall have
been given to a Responsible Officer by the Issuer or by any Holder of the
Securities;

      


      (i) the
permissive rights of the Trustee enumerated herein shall not be construed as
duties;

      


      (j) the
Trustee shall not be required to give any bond or surety in respect of the
execution of its obligations under this Indenture;

      


      
        
          
          

        

        
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      (k) the
Trustee shall not be responsible for delays or failures in performance resulting
from acts beyond its control, such acts including, but not limited to, acts of
God, strikes, lockouts, riots and acts of war; and

      


      (l) anything
in this Indenture to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including, but not limited to, lost profits), even if the Trustee
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

      


      Section
5.03. Trustee Not Responsible
for Recitals, Disposition of Securities or Application of
Proceeds Thereof. The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Issuer of any of the Securities or
of the proceeds thereof.

      


      Section
5.04.  Trustee and
Agents May Hold Securities; Collections, etc. The
Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

      


      Section
5.05. Moneys Held by
Trustee. Subject to the provisions of Section 9.04 hereof, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

      


      Section
5.06. Compensation and
Indemnification of Trustee and Its Prior Claim. The Issuer covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except to the extent any such

      


      
        
          
          

        

        
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      expense,
disbursement or advance may arise from its negligence or bad faith. The Issuer
also covenants to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and the performance of its duties hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent such loss liability or expense is due to the
negligence or bad faith of the Trustee or such predecessor Trustee. The
obligations of the Issuer under this section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the resignation
or removal of the Trustee and the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities, and
the Securities are hereby subordinated to such senior claim.

      


      Section
5.07.  Right of
Trustee to Rely on Officers’ Certificate, etc. Subject
to Sections 5.01 and 5.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

      


      Section
5.08. Persons Eligible for
Appointment as Trustee. The Trustee for each series of Securities
hereunder shall at all times be a corporation or association having a combined
capital and surplus of at least $50,000,000, and which is eligible in accordance
with the provisions of Section 310(a) of the Trust Indenture Act of 1939. If
such corporation or association publishes reports of condition at least
annually, pursuant to law or to the requirements of a Federal, State or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.

      


      Section
5.09. Resignation and Removal;
Appointment of Successor Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at


      


      
        
          
          

        

        
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      any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and by mailing notice thereof by first class
mail to Holders of the applicable series of Securities at their last addresses
as they shall appear on the Security register. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 4.12, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

      


      
        (b)  In case
at any time any of the following shall occur:

      

      


      (i) the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months;
or

      


      (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or

      


      (iii) the
Trustee shall become incapable of acting with respect to any series of
Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
liquidator of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation;

      


      then, in
any such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder

      


      
        
          
          

        

        
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      of a
Security or Securities of such series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

      


      (c) The
Holders of a majority in aggregate principal amount of the Securities of each
series at the time Outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to the
Securities of such series by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 6.01 of the action in that regard taken by the
Securityholders.

      


      (d) Any
resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any
of the provisions of this Section 5.09 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 5.10.

      


      Section
5.10. Acceptance of
Appointment by Successor . Any successor trustee appointed as provided in
Section 5.09 shall execute and deliver to the Issuer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any
applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all rights, powers,
duties and obligations with respect to such series of its predecessor hereunder,
with like effect as if originally named as trustee for such series hereunder;
but, nevertheless, on the written request of the Issuer or of the successor
trustee, upon payment of its charges then unpaid, the trustee ceasing to act
shall, subject to Section 9.04, pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 5.06.

      


      If a
successor trustee is appointed with respect to the Securities of one or more
(but not all) series, the Issuer, the predecessor Trustee and each successor
trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such provisions
as

      


      
        
          
          

        

        
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      shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Securities of any series
as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate
indentures.

      


      Upon
acceptance of appointment by any successor trustee as provided in this Section
5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of
Securities of any series for which such successor trustee is acting as trustee
at their last addresses as they shall appear in the Security register. If the
acceptance of appointment is substantially contemporaneous with the resignation,
then the notice called for by the preceding sentence may be combined with the
notice called for by Section 5.09. If the Issuer fails to mail such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Issuer.

      


      Section
5.11. Merger, Conversion,
Consolidation or Succession to Business of Trustee. Any
Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such Person
shall be eligible under the provisions of Section 5.08, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

      


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


      


      
        
          
          

        

        
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      Section
5.12. Indenture Not Creating
Potential Conflicting Interests For The Trustee. The following
indenture is hereby specifically described for the purposes of Section
310(b)(1) of the Trust Indenture Act of 1939: Indenture dated as of May 28, 2008
between Patriot Coal Corporation, as Issuer, and U.S. Bank, National
Association, as Trustee, for 3.25% Convertible Senior Notes due
2013.


      


      ARTICLE
6


      CONCERNING THE SECURITYHOLDERS

      


      Section
6.01. Evidence of Action Taken
by Securityholders. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by a specified percentage in principal amount of the Securityholders of
any or all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
Securityholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee. Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Sections 5.01 and 5.02)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.

      


      Section
6.02. Proof of Execution of
Instruments and of Holding of Securities; Record Date.
Subject to Sections 5.01 and 5.02, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof.
The Issuer may set a record date for purposes of determining the identity of
Holders of Securities of any series entitled to vote or consent to any action
referred to in Section 6.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or reconsideration) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only Holders of Securities of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent.

      


      Section
6.03. Holders to Be Treated as
Owners. The Issuer, the Trustee and any agent of the Issuer or the
Trustee may deem and treat the person in whose name any Security shall be
registered upon the Security register for such series as the absolute owner of
such Security (whether or not such Security shall be

      


      
        
          
          

        

        
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      overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and, subject
to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary. All such payments
so made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

      


      No holder
of any beneficial interest in any Global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to such
Global Security, and such Depository may be treated by the Issuer, the Trustee,
and any agent of the Issuer or the Trustee as the owner of such Global Security
for all purposes whatsoever. None of the Issuer, the Trustee, any Paying Agent
or the registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

      


      Section
6.04. Securities Owned by
Issuer Deemed Not Outstanding. In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all
series have concurred in any direction, consent, waiver or other instrument or
action by Securityholders under this Indenture, Securities which are owned by
the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent, waiver
or other instrument or action by Securityholders only Securities which a
Responsible Officer of the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee
shall be entitled to accept such

      


      
        
          
          

        

        
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      Officers’
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.

      


      Section
6.05. Right of Revocation of
Action Taken. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 6.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.


      


      ARTICLE
7


      SUPPLEMENTAL INDENTURES

      


      Section
7.01. Supplemental Indentures
Without Consent of Securityholders. The Issuer,
when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following
purposes:

      


      (a) to cure
any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture; or to make such
other provisions in regard to matters or questions arising under this Indenture
or under any supplemental indenture as the Board of Directors may deem necessary
or desirable and which shall not adversely affect the interests of the Holders
of the Securities in any material respect;

      


      (b) to
evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor

      


      
        
          
          

        

        
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      corporation
of the covenants, agreements and obligations of the Issuer pursuant to Article
8;

      


      (c) to add to
the covenants of the Issuer such further covenants, restrictions, conditions or
provisions as its Board of Directors and the Trustee shall consider to be for
the protection of the Holders of Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

      


      
        (d)  to add
guarantors with respect to the Securities of one or more
series;

      

      


      (e) to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;

      


      (f) to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 2.03;

      


      (g) to
maintain the qualification of the Indenture under the Trust Indenture Act of
1939;

      


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

      


      (i) to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Section 5.10.

      


      The
Trustee is hereby authorized to join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but
the

      
 

      
        
          
          

        

        
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      Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

      


      Any
supplemental indenture authorized by the provisions of this section may be
executed without the consent of the Holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 7.02.

      


      Section
7.02.  Supplemental
Indentures With Consent of Securityholders. With the
consent (evidenced as provided in Article 6) of the Holders of not less than a
majority of the aggregate principal amount of the Securities at the time
Outstanding of a series affected by such supplemental indenture, the Issuer,
when authorized by a resolution of its Board of Directors, and the Trustee may,
from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of such series; provided, that no such
supplemental indenture shall (a) extend the final maturity of any Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or alter or waive any amount payable on redemption
thereof or alter or waive the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.01 or the amount thereof provable in
bankruptcy pursuant to Section 4.02, or change the currency in which principal
or interest is paid, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder without the consent
of the Holder of each Security of such series so affected, or waive a payment
default with respect to the Securities or any guarantee, or adversely affect the
ranking of the Securities of any series, or release any guarantor from any of
its obligations under its guarantee or the Indenture, except in compliance with
the terms of the Indenture, (b) reduce the aforesaid percentage of Securities of
such series, the consent of the Holders of which is required for any amendment,
supplemental indenture, or waiver or consent to take any action without the
consent of the Holders of each Security of such series so affected.

      


      Upon the
request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 6.01, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or
immunities

      


      
        
          
          

        

        
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      under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental
indenture.

      


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

      


      Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Issuer shall mail a notice
thereof by first class mail to the Holders of Securities of each series affected
thereby at their addresses as they shall appear on the registry books of the
Issuer, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

      


      Section
7.03. Effect of Supplemental
Indenture. Upon the execution of any supplemental indenture pursuant to
the provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Issuer and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

      


      Section
7.04. Documents to Be Given to
Trustee. The Trustee, subject to the provisions of Sections 5.01 and
5.02, may receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article 7 are authorized or permitted by this Indenture and complies with the
applicable provisions of this Indenture.

      


      Section
7.05. Notation on Securities
in Respect of Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken at any
such meeting. If the Issuer or the Trustee shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Issuer, authenticated
by the Trustee and delivered in exchange for the Securities of such series then
Outstanding.

      
        
          
            
            

          

          
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ARTICLE
8

        

      

      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      


      Section
8.01. Issuer May Consolidate,
etc, on Certain Terms. The Issuer covenants that it will not consolidate
or combine with or merge with or into or, directly or indirectly, sell, assign,
convey, lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any Person or Persons in a single transaction or
through a series of transactions, unless (i) either the Issuer shall be the
continuing Person, or the successor Person shall be a corporation organized and
existing under the laws of the United States of America or any State or
territory thereof and shall expressly assume all the Issuer’s obligations under
the Indenture, including but not limited to, the due and punctual payment of the
principal of and interest on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Issuer, by, if
required by law to effectuate such assumption, a supplemental indenture, in form
and substance satisfactory to the Trustee, executed and delivered to the Trustee
by such Successor Person, and (ii) immediately after giving effect to such
transaction or series of transactions on a pro forma basis, no default has
occurred and is continuing.

      


      Section
8.02. Successor Corporation
Substituted. In case of any such consolidation, combination, merger,
sale, assignment, conveyance, lease, transfer or other disposition of all or
substantially all of the Issuer’s assets and following such an assumption by the
successor Person, such successor Person shall succeed to and be substituted for
the Issuer, with the same effect as if it had been named herein. Such successor
Person may cause to be signed, and may issue either in its own name or in the
name of the Issuer prior to such succession any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Issuer
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Issuer and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities
which such successor Person thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All of the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

      


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

      


      
        
          
          

        

        
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      Upon any
such consolidation, combination, merger, sale, assignment, conveyance, lease,
transfer or other disposition of all or substantially all of the Issuer’s assets
other than a conveyance by way of lease or any sale, assignment, conveyance,
lease, transfer or other disposition to subsidiaries of the Issuer, the Issuer
or any successor Person which shall theretofore have become such in the manner
described in this Article shall be discharged from all obligations and covenants
under this Indenture and the Securities.

      


      Section
8.03. Opinion of Counsel to
Trustee. The Trustee, subject to the provisions of Sections 5.01 and
5.02, shall have received an Officers’ Certificate and Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, combination, merger, assignment, conveyance, lease, transfer or
other disposition of all or substantially all of the Issuer’s assets, and any
such assumption, and any such supplemental indenture, if any, comply with the
applicable provisions of this Indenture and that all conditions precedent in the
Indenture relating to the transaction or series of transactions have been
satisfied.


      


      ARTICLE
9


      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      


      Section
9.01. Satisfaction and
Discharge of Indenture. If at any time (a) the Issuer shall have
delivered to the Trustee for cancellation all securities of any series
theretofore authenticated (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.09) or (b) (i) all the securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year and the
Issuer has made irrevocable arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the Issuer’s name, at the
Issuer’s expense, and (ii) the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds sufficient funds to pay and
discharge the entire Indebtedness on such series of Securities to pay principal
and interest (other than moneys repaid by the Trustee or any paying agent to the
Issuer in accordance with Section 9.04) at maturity or upon redemption all
Securities of such series (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.09) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior
to such date of maturity as the case may be, and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series, and the
Trustee, on demand of the Issuer accompanied by an Officers’

      


      
        
          
          

        

        
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      Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall
execute proper instruments stating that all conditions precedent under the
Indenture relating to the satisfaction and discharge of the Indenture have been
complied with; provided, that the rights of
Holders of the Securities to receive amounts in respect of principal of and
interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

      


      Section
9.02. Application by Trustee
of Funds Deposited for Payment of Securities. Subject to
Section 9.04, all moneys deposited with the Trustee pursuant to Section
9.01 shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent),
to the Holders of the particular Securities of such series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by
law.

      


      Section
9.03. Repayment of Moneys Held
by Paying Agent. In connection with the satisfaction and discharge of
this Indenture with respect to Securities of any series, all moneys then held by
any paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer, be repaid to it or paid
to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

      


      Section
9.04. Return of Moneys Held by
Trustee and Paying Agent Unclaimed for Three Years.
Any moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series and
not applied but remaining unclaimed for three years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and
the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease.

      


      
        
          
          

        

        
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      ARTICLE
10


      MISCELLANEOUS PROVISIONS

      


      Section
10.01. Incorporators,
Stockholders, Officers and Directors of Issuer Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such
or against any past, present or future stockholder, officer or director, as
such, of the Issuer or of any successor, either directly or through the Issuer
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

      


      Section
10.02. Provisions of Indenture
for the Sole Benefit of Parties and Securityholders. Nothing in
this Indenture or in the Securities, expressed or implied, shall give or
be construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the
Securities.

      


      Section
10.03. Successors and Assigns
of Issuer Bound by Indenture. All the covenants, stipulations, promises
and agreements in this Indenture contained by or on behalf of the Issuer shall
bind its successors and assigns, whether so expressed or not.

      


      Section
10.04. Notices and Demands on
Issuer, Trustee and Securityholders. Any notice
or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
to or on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Patriot Coal Corporation 12312 Olive Boulevard, St. Louis, Missouri 63141. Any
notice, direction, request or demand by the Issuer or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if in writing and given or made at the Corporate Trust
Office.

      


      Where
this Indenture provides for notice to Holders, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his
last

      


      
        
          
          

        

        
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      address
as it appears in the Security register. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

      


      In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice to the Issuer and Securityholders when
such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

      


      Section
10.05. Officers’ Certificates
and Opinions of Counsel; Statements to Be Contained Therein. Upon
any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officers’ Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel such action is authorized or permitted by the Indenture and all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

      


      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

      


      Any
certificate, statement or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate,

      


      
        
          
          

        

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

      


      Any
certificate, statement or opinion of an officer of the Issuer or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous.

      


      Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is
independent.

      


      Section
10.06. Payments Due on
Saturdays, Sundays and Holidays. If the date of maturity of interest on
or principal of the Securities of any series or the date fixed for redemption or
repayment of any such Security shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

      


      Section
10.07. Conflict of any
Provision of Indenture with Trust Indenture Act of 1939. Pursuant to
Section 3.18(c) of the Trust Indenture Act of 1939, the provisions of Section
310 to 317, inclusive, of the Trust Indenture Act of 1939 that impose duties on
any person (including provisions automatically deemed included in this Indenture
unless this Indenture provides that such provisions are excluded) are a part of
and govern this Indenture, whether or not physically contained herein. If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with another provision included in this Indenture by operation of Sections 310
to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such
incorporated provision shall control. Therefore, the cross reference sheet
required pursuant to Item 601(b)(4)(iv)(B) of Regulation S-K is hereby
omitted.

      
 

      
        
          
          

        

        
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      Section
10.08. New York Law to
Govern. This Indenture and each Security shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of such State, except as may otherwise be required
by mandatory provisions of law.

      


      Section
10.09. Counterparts.
This Indenture may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.

      


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


      


      ARTICLE
11


      REDEMPTION OF SECURITIES AND SINKING FUNDS

      


      Section
11.01. Applicability of
Article. The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.03 for Securities of such
series.

      


      Section
11.02. Notice of Redemption;
Partial Redemptions. Notice of redemption to the Holders of Securities of
any series to be redeemed as a whole or in part at the option of the Issuer
shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last addresses
as they shall appear upon the registry books. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice. Failure to give notice by mail,
or any defect in the notice to the Holder of any Security of a series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such
series.

      


      The
notice of redemption to each such Holder shall specify the principal amount of
each Security of such series held by such Holder to be redeemed, the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. In case
any

      


      
        
          
          

        

        
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      Security
of a series is to be redeemed in part only the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

      


      The
notice of redemption of Securities of any series to be redeemed at the option of
the Issuer shall be given by the Issuer or, at the Issuer’s request, by the
Trustee in the name and at the expense of the Issuer.

      


      At least
one Business Day prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.04) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. If less
than all the Outstanding Securities of a series are to be redeemed, the Issuer
will deliver to the Trustee at least 70 days prior to the date fixed for
redemption an Officers’ Certificate stating the aggregate principal amount of
Securities to be redeemed.

      


      If less
than all the Securities of a series are to be redeemed, the Trustee shall redeem
such Securities pro rata, or shall select, in such manner as it shall deem
appropriate and fair, Securities of such Series to be redeemed in whole or in
part. Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any series
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.

      


      Section
11.03. Payment of Securities
Called for Redemption. If notice of redemption has been given as above
provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as
provided in Sections 5.05 and 9.04, such Securities shall cease from and after
the date fixed for redemption to be entitled to any benefit or security under
this

      


      
        
          
          

        

        
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      Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided that any semiannual payment of interest becoming due on the
date fixed for redemption shall be payable to the Holders of such Securities
registered as such on the relevant record date subject to the terms and
provisions of Section 2.04 hereof.

      


      If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to Maturity
(in the case of an Original Issue Discount Security) borne by the
Security.

      


      Upon
presentation of any Security redeemed in part only, the Issuer shall execute and
the Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Issuer, a new Security or Securities of such
series , of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

      


      Section
11.04. Exclusion of Certain
Securities from Eligibility for Selection for Redemption.
Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Issuer.

      


      Section
11.05. Mandatory and Optional
Sinking Funds. The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for
by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a
sinking fund payment is to be made is herein referred to as the
“sinking fund payment
date”.

      


      In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any series of Securities in cash, the Issuer may at its option (a) deliver to
the Trustee Securities of such series theretofore purchased or
otherwise

       

      
        
          
          

        

        
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      acquired
(except upon redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer
and delivered to the Trustee for cancellation pursuant to Section 2.07, (b)
receive credit for optional sinking fund payments (not previously so credited)
made pursuant to this Section, or (c) receive credit for Securities of such
series (not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

      


      On or
before the sixtieth day next preceding each sinking fund payment date for any
series, the Issuer will deliver to the Trustee a written statement (which need
not contain the statements required by Section 10.05) signed by an authorized
officer of the Issuer (a) specifying the portion of the mandatory sinking fund
payment to be satisfied by payment of cash and the portion to be satisfied by
credit of Securities of such series, (b) stating that none of the Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such written statement (or
reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in this
Section.

      


      If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or a
lesser sum if the Issuer shall so request) with respect to the

      
        
          
            
            

          

          
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      Securities
of any particular series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 11.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
of any series which are (a) owned by the Issuer or an entity known by the
Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Security
register, and not known to the Trustee to have been pledged or hypothecated by
the Issuer or any such entity or (b) identified in an Officers’ Certificate at
least 60 days prior to the sinking fund payment date as being beneficially owned
by, and not pledged or hypothecated by, the Issuer or an entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer shall be excluded from Securities of such series
eligible for selection for redemption. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 11.02 (and with the effect
provided in Section 11.03) for the redemption of Securities of such series in
part at the option of the Issuer. The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

      


      At least
one Business Day before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

      


      The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities for such
series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Event of Default except that,
where the mailing of notice of redemption of any Securities shall
theretofore

       

      
        
          
          

        

        
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      have been
made, the Trustee shall redeem or cause to be redeemed such Securities, provided
that it shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance of
such default or Event of Default, be deemed to have been collected under Article
4 and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 4.09 or the default cured on or
before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this section to the redemption of such
Securities.

      


      


      ARTICLE
12


      DEFEASANCE

      


      Section
12.01. Issuer’s Option to
Effect Defeasance. The Issuer may at its option, by resolution of the
Board of Directors, at any time, elect to defease the Issuer’s obligations under
the Outstanding Securities of any series and this Indenture in accordance with
either Section 12.02 or Section 12.03 upon compliance with the conditions set
forth below in this Article Twelve.

      


      Section
12.02. Defeasances and
Discharge. Upon the Issuer’s exercise of the option set forth in Section
12.01 applicable to this Section, and after the expiration of the 91-day (or
other) period referred to in clause (4) of Section 12.04, the Issuer shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series on the date the conditions set forth below
are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned (and the
Trustee, upon an Issuer Order and at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 12.04 and as more fully set forth in such
Section, payments in respect of the principal of and interest on the Securities
of such series when such payments are due, (B) the Issuer’s obligations with
respect to such Securities of such series under Sections Section 2.08, Section
2.09 and Section 3.02, (C) the rights, powers, trusts, duties, and immunities of
the Trustee hereunder, including but not limited to Article Five, (D) the
Issuer’s right of optional redemption, if any, (E) the rights of Holders to
receive mandatory sinking fund payments, if any, and (F) this Article Twelve.
Subject to compliance

       

      
        
          
          

        

        
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      with this
Article Twelve, the Issuer may exercise its option under this Section 12.02
notwithstanding the prior exercise of its option under Section 12.03 with
respect to the Securities of such series.

      


      Section
12.03. Covenant
Defeasance. Upon the Issuer’s exercise of the option set forth in Section
12.01 applicable to this Section, and after the expiration of the 91-day (or
other) period referred to in clause (4) of Section 12.04, the Issuer shall be
released from its obligations under Sections 3.05, 4.01(e), 4.01(f), 4.01(g) (if
Section 4.01(g) is specified as applicable to the Securities of such series) and
8.01, with respect to the Outstanding Securities of any series on and after the
date the conditions set forth below are satisfied with respect to such series
(hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the
Issuer may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, and such omission to comply shall not constitute a default
or Event of Default under Section 4.01(d), but, except as specified above, the
remainder of this Indenture and the Securities of such series shall be
unaffected thereby.

      


      Section
12.04. Conditions to
Defeasance. The following shall be the conditions to application of
either Section 12.02 or Section 12.03 to the Outstanding Securities of any
series.

      


      (1) The
Issuer shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of Securities of such series (A) money in
an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest, if any, in respect thereof in accordance with
their terms will provide money in an amount, or (C) a combination, in each case
sufficient without reinvestment, in the opinion of an internationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, all of the principal and
interest at due date or maturity or if the Issuer has made irrevocable
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the Issuer’s name and at the Issuer’s expense, the redemption
date.

      


      (2) In the
case of an election under Section 12.02, the Issuer shall have delivered to the
Trustee an Opinion of Counsel stating that, under then applicable federal income
tax law, the Holders of the

       

      
        
          
          

        

        
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      Outstanding
Securities of such series will not recognize gain or loss for federal income tax
purposes as a result of the deposit, defeasance and discharge to be effected and
will be subject to the same federal income tax as would be the case if the
deposit, defeasance and discharge did not occur.

      


      (3) In the
case of an election under Section 12.03, the Issuer shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize gain or loss for U.S. federal
income tax purposes as a result of the deposit and such covenant defeasance to
be effected and will be subject to the same federal income tax as would be the
case if the deposit and covenant defeasance did not occur.

      


      (4) No
Default with respect to the Outstanding Securities of such series has occurred
and is continuing at the time of such deposit after giving effect to the
deposit, or in the case of defeasance, no default relating to bankruptcy or
insolvency has occurred and is continuing at any time on or before the 91st day
after the date such deposit, it being understood that this condition is not
deemed satisfied until after the 91st
day.

      


      (5) Such
defeasance or covenant defeasance shall not cause the Trustee for the Securities
of such series to have a conflicting interest as defined in Section 310(b)(1) of
the Trust Indenture Act of 1939, assuming all Securities of a series were in
default within the meaning of such Act.

      


      (6) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Issuer is a party.

      


      (7) The
defeasance or covenant defeasance will not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, as amended, unless the trust is registered under such act
or exempt from registration.

      


      (8) The
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 12.02 or the covenant defeasance
under Section 12.03 (as the case may be) have been complied with.

      


      Section
12.05. Deposited Money and
U.S. Government Obligations to Be Held in Trust; Reinstatement;
Miscellaneous. Subject to the provisions of Section

      


      
        
          
          

        

        
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      9.04, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 12.04 in respect of the Outstanding
Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities of such series and this
Indenture, to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), as the Trustee may
determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and interest, if any, but such money
need not be segregated from other funds except to the extent required by
law.

      


      The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.01 or 12.04 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 Securities of such
series.

      


      If the
Trustee is unable to apply any money or U.S. Government Obligations in
accordance with Section 9.01 or 12.04 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
9.01 or 12.04; provided that if the Issuer has made any payment of principal of
or interest on any Securities of such series because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of such
Securities of such series to receive such payment from the money or U.S.
Government Obligations held by the Trustee.

      


      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of [__________], 20[__].

       

      
        
          	 	PATRIOT
      COAL CORPORATION	 
	 	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	 	 	 


        

      

       

      
         

        [CORPORATE
SEAL]

        


        Attest:

      

       

      
        
          	 	 	 	 	 	 
	By:	
                   

                	 	 	
                   

                	 
	 	
                   

                	 	 	
                   

                	 
	 	
                   

                	 	 	
                   

                	 


        

      

      


      
         

        
          
            	 	WILMINGTON
      TRUST COMPANY	 
	 	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	 	 	 


          

        

         

      

      
        
           

          [CORPORATE
SEAL]

          


          Attest:

        

         

        
          
            	 	 	 	 	 	 
	By:	
                     

                  	 	 	
                     

                  	 
	 	
                     

                  	 	 	
                     

                  	 
	 	
                     

                  	 	 	
                     

                  	 


          

        

        


        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

         

      

      
        	STATE OF
      MISSOURI 	 )	 	 
	 	 )	ss.:	 
	 OF
      [ACK-ISS-CNTY]	 )	 	 


      

      


      


      On this
___ day of _________ before me personally came
__________________________________ to me
personally known, who, being by me duly sworn, did depose and say that he
resides at _____________ that he is a ___________ of PATRIOT COAL CORPORATION,
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

      


      [NOTARIAL
SEAL]

      


      
        


        
           

          
            
              	 	 	 
	 	 	 	 	 
	
                       

                    	
                       

                    	 
	 	Notary
      Public	 


            

          

           

        



      


      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

      


      
         

        
          	STATE OF
      [ACK-TRS-STATE] 	 )	 	 
	 	 )	ss.:	 
	
                  COUNTY
      OF [ACK-TRS-CNTY] 

                	 )	 	 


        

         

      

      


      On this
___ day of __________ before me personally came ______________________________
to me
personally known, who, being by me duly sworn, did depose and say that he
resides at __________________ that he is a _________________ of WILMINGTON TRUST
COMPANY, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

      


      [NOTARIAL
SEAL]

      
        
          


          
             

            
              
                	 	 	 
	 	 	 	 	 
	
                         

                      	
                         

                      	 
	 	Notary
      Public	 


              

            

             

          
59