exhibit_4-7110k.htm


    
       

      
        
          Exhibit
4.7.1

          EXECUTION
VERSION

        

      

    


    ===================================================================

     

    


     

     

    HEALTHSOUTH
CORPORATION

     

     

    


     

     

    ----------

     

     

     

     

    INDENTURE

     

     

    


     

     

    Dated
as of

     

     

    December
1, 2009

     

     

     

    ----------

     

     

    DEBT
SECURITIES

     

     

    


     

     

    THE
BANK OF NOVA SCOTIA

     

     

    TRUST
COMPANY OF

     

     

    NEW
YORK

     

     

    Trustee

     

    


     

    ===================================================================

    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
4.7.1

        

      

    


    


    Reconciliation
and tie between

    Trust
Indenture Act of 1939 and Indenture*

    
       

      
        	  Trust Indenture	 	 	 
	  Act Section	 	 Indenture Section
	 	 	 	 	 	 
	§	 310(a)	 	 11.04(a)	 16.02	 
	 	      
      (b)	 	 11.01(f)	 11.04(b)	 11.05(1)	 16.02
	 	       (b)(1)	 	 11.04(b)	 16.02	 
	§	 311	 	 11.01(f)	 16.02	 
	§	 312	 	 14.02(d)	 16.02	 
	 	       (b)	 	 11.10	 16.02	 
	 	      
      (c)	 	 11.10	 16.02	 
	§	 313(a)	 	 10.01(a)	 16.02	 
	§	 314	 	 16.02	 	 
	§	 315(e)	 	 11.05	 16.02	 
	§	 316	 	 16.02	 	 
	§	 317	 	 16.02	 	 
	§	 317	 	 16.02	 	 
	 	 	 	 	 	 


      

       

    

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

    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
4.7.1

        

      

    


    


     

    TABLE OF CONTENTS*

     

     

    
    

     

    
      	 	 	 PAGE
	 	 ARTICLE I	 
	 	 	 
	 	 DEFINITIONS	 
	 	 	 
	 Section 1.01	 Definitions	 1
	 	 	 
	 	ARTICLE II 	 
	 	 	 
	 	 FORMS OF SECURITIES	 
	 	 	 
	 Section 2.01	 Terms of Securities	
               12

            
	 Section 2.02	 Form of Trustee's Certificate of
      Authentication	 12
	 Section 2.03	 Form of Trustee's Certificate of Authentication by an
      Authenicating Agent	 13
	 	 	 
	 	 ARTICLE III	 
	 	 	 
	 	 THE DEBT SECURITIES	 
	 	 	 
	 Section 3.01	 Amount Unlimited; Issuable in Series	 13
	 Section 3.02	 Denominations	 16
	 Section 3.03	 Execution, Authentication, Delivery and
      Dating	 16
	 Section 3.04	 Temporary Securities	 19
	 Section 3.05	 Registrar and Paying Agent	 19
	 Section 3.06	 Transfer and Exchange	 20
	 Section 3.07	 Mutilated, Destroyed, Lost and Stolen
      Securities	 24
	 Section 3.08	 Payment of Interest; Interest Rights
      Preserved	 25
	 Section 3.09	 Cancellation	 26
	 Section 3.10	 Computation of Interest	 26
	 Section 3.11	 Currency of Payments in Respect of
    Securities	 26
	 Section 3.12	 Judgements	 27
	 Section 3.13	 CUSIP Numbers	 27
	 	 	 
	 	 ARTICLE IV	 
	 	 	 
	 	 REDEMPTION OF SECURITIES	 
	 	 	 
	 Section 4.01	 Applicability of Right of Redemption	 27
	 	 	 	 
	 	 	 
	 *	 The Table of
      Contents is not a part of the Indenture	 
	 	 	 


    

    
 

    
      
         


      

      
         
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          Exhibit
4.7.1

        

      

    


    
       

      
        	 Section 4.02	 Selection of Securities to  be
    Redeemed	 28
	 Section 4.03	 Notice of Redemption	 28
	 Section 4.04	 Deposit of Redemption Price	 29
	 Section 4.05	 Securities Payable on Redemption Date	 29
	 Section 4.06	 Securities Redeemed in Part	 29
	 	 	 
	 	 ARTICLE V	 
	 	 	 
	 	 SINKING FUND	 
	 	 	 
	 Section 5.01	 Applicability of Sinking Fund	 30
	 Section 5.02	 Mandatory Sinking Fund Obligation	 30
	 Section 5.03	 Optional Redemption at Sinking Fund Redemption
      Price	 30
	 Section 5.04	 Application of Sinking Fund Payment	 31
	 	 	 
	 	 ARTICLE VI	 
	 	 	 
	 	 PARTICULAR COVENANTS OF THE
    COMPANY	 
	 	 	 
	 Section 6.01	 Payment of Securities	 32
	 Section 6.02	 Paying Agent	 32
	 Section 6.03	 To Hold Payment in Trust	 32
	 Section 6.04	 Merger, Consolidation and Sale of Assets	 34
	 Section 6.05	 Compliance Certificate	 35
	 Section 6.06	 Conditional Waiver by Holders of
    Securities	 35
	 Section 6.07	 Statement by Officers as to Default	 
	 	 	 
	 	 ARTICLE VII	 
	 	 	 
	 	 REMEDIES OF TRUSTEE AND
      SECURITYHOLDERS	 
	 	 	 
	 Section 7.01	 Events of Default	 35
	 Section 7.02	 Acceleration; Rescission and Annulment	 37
	 Section 7.03	 Other Remedies	 39
	 Section 7.04	 Trustee as Attorney-in-Fact	 39
	 Section 7.05	 Priorities	 40
	 Section 7.06	 Control by Securityholders; Waiver of Past
      Defaults	 41
	 Section 7.07	 Limitation on Suits	 41
	 Section 7.08	 Undertaking for Costs	 42
	 Section 7.09	 Remedies Cumulative	 42
	 	 	 
	 	 ARTICLE VIII	 
	 	 	 
	 	 CONCERNING THE
      SECURITYHOLDERS	 
	 	 	 
	 Section 8.01	 Evidence of Action of Securityholders	 42
	 Section 8.02	 Proof of Execution or Holding of
    Securities	 43
	 Section 8.03	 Persons Deemed Owners	 43
	 	 	 


      

       

    

    
      
         


      

      
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          Exhibit
4.7.1

        

      

    


    
       

      
        	 Section 8.04	 Effect of Consents	 44
	 	 	 
	 	 ARTICLE IX	 
	 	 	 
	 	 SECURITYHOLDERS' MEETING	 
	 	 	 
	 Section 9.01	 Purpose of Meetings	 44
	 Section 9.02	 Call of Meetings by Trustee	 44
	 Section 9.03	 Call of Meetings by Company or
      Securityholders	 45
	 Section 9.04	 Qualifications for Voting	 45
	 Section 9.05	 Regulation of Meetings	 45
	 Section 9.06	 Voting	 46
	 Section 9.07	 No Delay of Rights by Meeting	 46
	 	 	 
	 	 ARTICLE X	 
	 	 	 
	 	 REPORTS BY THE COMPANY AND THE TRUSTEE
      AND 	 
	 	 SECURITYHOLDERS' LIST	 
	 	 	 
	 Section 10.01	 Reports by Trustee	 46
	 Section 10.02	 Reports by Company	 47
	 Section 10.03	 Securityholders' Lists	 47
	 	 	 
	 	 ARTICLE XI	 
	 	 	 
	 	 CONCERNING THE TRUSTEE	 
	 	 	 
	 Section 11.01	 Rights of Trustees; Compensation and
      Indemnity	 48
	 Section 11.02	 Duties of Trustee	 50
	 Section 11.03	 Notice of Defaults	 52
	 Section 11.04	 Eligibility; Disqualification	 52
	 Section 11.05	 Registration and Notice; Removal	 52
	 Section 11.06	 Successor Trustee by Appointment	 53
	 Section 11.07	 Successor Trustee by Merger	 55
	 Section 11.08	 Right to Rely on Officer's Certificate	 55
	 Section 11.09	 Appointment of Authenticating Agent	 55
	 Section 11.10	 Communications by Securityholders with Other
      Securityholders	 56
	 	 	 
	 	 ARTICLE XII	 
	 	 	 
	 	 SATISFACTION AND DISCHARGE;
      DEFEASANCE	 
	 	 	 
	 Section 12.01	 Applicability of Article	 57
	 Section 12.02	 Satisfaction and Discharge of Indenture	 57
	 Section 12.03	 Defeasance upon Deposit of Moneys or U.S. Government
      Obligations	 58
	 Section 12.04	 Repayment to Company	 59
	 Section 12.05	 Indemnity for U.S. Government
Obligations	 60
	 Section 12.06	 Deposits to Be Held in Escrow	 60
	 	 	 


      

       

    

    
      
         


      

      
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          Exhibit
4.7.1

        

      

    

    
       

       

      
        	 Section 12.07	 Application of Trust Money	 60
	 Section 12.08	 Deposits of Non-U.S. Currencies	 61
	 	 	 
	 	 ARTICLE XIII	 
	 	 	 
	 	 IMMUNITY OF CERTAIN
      PERSONS	 
	 	 	 
	 Section 13.01	 No Personal Liability	 61
	 	 	 
	 	 ARTICLE XIV	 
	 	 	 
	 	 SUPPLEMENTAL INDENTURES	 
	 	 	 
	 Section 14.01	 Without Consent of Securityholders	 61
	 Section 14.02	 With Consent of Securityholders;
    Limitations	 63
	 Section 14.03	 Trustee Protected	 65
	 Section 14.04	 Effect of Execution of Supplemental
      Indenture	 65
	 Section 14.05	 Notation on or Exchange of Securities	 65
	 Section 14.06	 Conformity with TIA	 65
	 	 	 
	 	 ARTICLE XV	 
	 	 	 
	 	 SUBORDINATION OF
SECURITIES	 
	 	 	 
	 Section 15.01	 Agreement to Subordinate	 66
	 Section 15.02	 Distribution on Dissolution, Liquidation and
      Reorganization; Subrogation of Securities	 66
	 Section 15.03	 No Payment on Securities in Event of Default on Senior
      Indebtedness	 67
	 Section 15.04	 Payments on Securities Permitted	 68
	 Section 15.05	 Authorization of Securityholders to Trustee to Effect
      Subordination	 68
	 Section 15.06	 Notices to Trustee	 68
	 Section 15.07	 Trustee as Holder of Senior Indebtedness	 69
	 Section 15.08	 Modifications of Terms of Senior
      Indebtedness	 69
	 Section 15.09	 Reliance on Judicial Order or Certificate of
      Liquidating Agent	 69
	 Section 15.10	 Satisfaction and Discharge; Defeasance and Covenant
      Defeasance	 70
	 Section 15.11	 Trustee Not Fiduciary for Holders of Senior
      Indebtedness	 70
	 	 	 
	 	 ARTICLE XVI	 
	 	 	 
	 	 MISCELLANEOUS PROVISIONS	 
	 	 	 
	 Section 16.01	 Certificates and Opinions as to Conditions
      Precedent	 70
	 Section 16.02	 Trust Indenture Act Controls	 71
	 Section 16.03	 Notices to the Company and Trustee	 71
	 Section 16.04	 Notices to Securityholders; Waiver	 72
	 Section 16.05	 Legal Holiday	 72
	 Section 16.06	 Effects of Headings and Table of
Contents	 72
	 Section 16.07	 Successor and Assigns	 72
	 	 	 


      

       

    

    
      
         


      

      
         
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          Exhibit
4.7.1

        

      

    

     

    
      	 Section 16.08	 Separability Clause	 73
	 Section 16.09	 Benefits of Indenture	 73
	 Section 16.10	 Counterparts Originals	 73
	 Section 16.11	 Governing Law, Waiver of Trial by Jury	 73
	 	 	 


    

    
      
         


      

      
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          Exhibit
4.7.1

        

      

    


    INDENTURE dated as of December 01, 2009, among HealthSouth
Corporation, a Delaware corporation (the “Company”), and The Bank of Nova Scotia
Trust Company of New York, as trustee (the “Trustee”).

     

     

    WITNESSETH:

     

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

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE I

    
 

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

    
Section
1.01 Definitions.

     

    Unless the context otherwise requires,
the terms defined in this Section 1.01 shall for all purposes of this Indenture
have the meanings hereinafter set forth:

     


    
      
        
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        Table of Contents

        
          Exhibit
4.7.1

        

      

    


    Affiliate:

     

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

     

    Authenticating
Agent:

     

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

     

    Board
of Directors:

     

    The term
“Board of Directors” shall mean the board of directors of the Company or any
committee thereof duly authorized to act on behalf of such board.

     

    Board
Resolution:

     

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

     

    Business
Day:

     

    The term
“Business Day” shall mean each day which is not a Saturday, a Sunday or a day on
which banking institutions are not required to be open in the State of New
York.

     

    Capital
Stock:

     

    The term
“Capital Stock” of any Person shall mean any and all shares, interests
(including partnership interests), rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.

     

    Code:

     

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

     

    Company:

     

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

     


    
      
         


      

      
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        Table of Contents

        
          Exhibit
4.7.1

        

      

    


    applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor
Person.

     

    Company
Order:

     

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

     

    Corporate
Trust Office:

     

    The term
“Corporate Trust Office,” or other similar term, shall mean the principal office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at The Bank of
Nova Scotia Trust Company of New York, Attention: Corporate Trust Office, One
Liberty Plaza, 23rd Floor, New York, NY 10006, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust officer of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

     

    Currency:

     

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

     

    Default:

     

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

     

    Defaulted
Interest:

     

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

     

    Depositary:

     

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

     


    
      
         


      

      
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          Exhibit
4.7.1

        

      

    

    Designated Currency:

     

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

     

    Discharged:

     

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

     

    Event
of Default:

     

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

     

    Exchange
Act:

     

    The term
“Exchange Act” shall mean the United States Securities Exchange Act of 1934, and
the rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case as amended from time to time.

     

    Exchange
Rate:

     

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

     

    Floating
Rate Security:

     

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

     

    Foreign
Currency:

     

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

     

    GAAP:

     

    The term
“GAAP” shall mean generally accepted accounting principles in the United States
of America as in effect as of the date of issuance of any series of Securities,
including those set forth in:

    


    
      	
              (1)  

            	
              the
      opinions and pronouncements of the Accounting Principles Board of the
      American Institute of Certified Public
  Accountants;

            


    

     

    
      	
              (2)  

            	
              statements
      and pronouncements of the Financial Accounting Standards
      Board;

            


    

     

    
      	
              (3)  

            	
              such
      other statements by such other entity as approved by a significant segment
      of the accounting profession; and

            


    

     


    
      
         


      

      
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          Exhibit
4.7.1

        

      

    


    
      	
              (4)  

            	
              the
      rules and regulations of the SEC governing the inclusion of financial
      statements (including pro forma financial statements) in periodic reports
      required to be filed pursuant to Section 13 of the Exchange Act, including
      opinions and pronouncements in staff accounting bulletins and similar
      written statements from the accounting staff of the
  SEC.

            


    

     

    


    Global
Security:

     

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

     

    Holder;
Holder of Securities:

     

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

     

    Indebtedness:

     

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

     

    Indenture:

     

    The term
“Indenture” or “this Indenture” shall mean this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 3.01;
provided, however, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, “Indenture” shall mean, with
respect to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 3.01, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such person had become such
Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term “Indenture” for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

     


    
      
         


      

      
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          Exhibit
4.7.1

        

      

    

    
 

     

    Individual
Securities:

     

    The term
“Individual Securities” shall have the meaning specified in Section
3.01(p).

     

    Interest:

     

    The term
“interest” shall mean, unless the context otherwise requires, interest payable
on any Securities, and with respect to an Original Issue Discount Security that
by its terms bears interest only after Maturity, interest payable after
Maturity.

     

    Interest
Payment Date:

     

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

     

    Mandatory
Sinking Fund Payment:

     

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

     

    Maturity:

     

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

     

    Members:

     

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

     

    Officer’s Certificate:

     

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

     

    Opinion
of Counsel:

     

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

     

    Optional
Sinking Fund Payment:

     

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

     


    
      
         


      

      
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          Exhibit
4.7.1

        

      

    


    Original Issue Discount
Security:

     

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

     

    Outstanding:

     

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

     

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

     

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

     

    (c) Securities
that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to a Responsible Officer of the Trustee proof satisfactory to it
that such Securities are held by a protected purchaser in whose hands such
Securities are valid obligations of the Company; provided,
however, that in determining whether the Holders of the requisite principal
amount of Securities of a series Outstanding have performed any action
hereunder, Securities owned by the Company or any other obligor upon the
Securities of such series or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
action, only Securities of such series that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.  Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon such Securities or any Affiliate of the Company or of
such other obligor.  In determining whether the Holders of the
requisite principal amount of Outstanding Securities of a series have performed
any action hereunder, the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding for such purpose shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 7.02 and the principal amount of a Security denominated in a
Foreign Currency that shall be deemed to be Outstanding for such purpose shall
be the amount calculated pursuant to Section 3.11(b).

     


    
      
         


      

      
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4.7.1

        

      

    


    Paying
Agent:

     

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

     

    Person:

     

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

     

    Place
of Payment:

     

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

     

    Predecessor
Security:

     

    The term
“Predecessor Security” shall mean, with respect to any Security, every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     

    Preferred
Stock:

     

    The term
“Preferred Stock”, as applied to the Capital Stock of any Person, shall mean
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such
Person.

     

    Record
Date:

     

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

     

    Redemption
Date:

     

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

     


    
      
         


      

      
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    Redemption Price:

     

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

     

    Register:

     

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

     

    Registrar:

     

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

     

    Responsible
Officers:

     

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

     

    SEC:

     

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

     

    Securities
Act:

     

    The term
“Securities Act” shall mean the United States Securities Act of 1933 and the
rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case as amended from time to time.

     

    Security:

     

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

     

    Security
Custodian:

     

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

     


    
      
         


      

      
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4.7.1

        

      

    


    Securityholder; Holder of
Securities; Holder:

     

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

     

    Senior
Indebtedness:

     

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

     

    Special
Record Date:

     

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

     

    Stated
Maturity:

     

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

     

    Subsidiary:

     

    The term
“Subsidiary” shall mean, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of all classes of Capital Stock of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees is at
the time owned or controlled, directly or indirectly, by:

    


    
      	
              (1)  

            	
              such
      Person;

            


    

     

    
      	
              (2)  

            	
              such
      Person and one or more Subsidiaries of such Person;
  or

            


    

     


    
      
         


      

      
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              (3)  

            	
              one
      or more Subsidiaries of such
Person.

            


    

     

    


    Successor
Company:

     

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

     

    Trade
Payables:

     

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

     

    Trust
Indenture Act; TIA:

     

    The term
“Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations thereunder as in effect on the date of
this Indenture, except as provided in Section 14.06 and except to the extent any
amendment to the Trust Indenture Act expressly provides for application of the
Trust Indenture Act as in effect on another date.

     

    Trustee:

     

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

     

    U.S.
Dollars:

     

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

     

    U.S.
Government Obligations:

     

    The term
“U.S. Government Obligations” shall have the meaning assigned to it in Section
12.03.

     

    United
States:

     

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

     


    
      
         


      

      
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4.7.1

        

      

    

     

    ARTICLE II

     

     

    FORMS OF SECURITIES

     

    Section 2.01 Terms of the
Securities.

     

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

     

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

     

    
Section 2.02 Form of Trustee’s
Certificate of Authentication.

     

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

     

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

     

    (c) The form
of the Trustee’s certificate of authentication to be borne by the Securities
shall be substantially as follows:

     


    
      
         


      

      
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4.7.1

        

      

    


     

    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

     

     

    
    

     

    
      	 Date of
      authentication:	 	 	 The
      Bank of Nova Scotia Trust Company of New York, as
  Trustee
	 	 	 	 	 
	 	 	 	 By:	 	 
	 	 	 	 	 Authorized
      Signatory
	 	 	 	 	 


    

     

     

     

     

    


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

     

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

     

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
    

     

    
      	 Date of
      authentication:	 	 	 The Bank of
      Nova Scotia Trust Company of New York, as Trustee
	 	 	 	 	 	 
	 	 	 	 By:	 [NAME OF
      AUTHENTICATING AGENT]	 
	 	 	 	 	 as
      Authenticating Agent	 
	 	 	 	 	 	 
	 	 	 	 By:	 	 
	 	 	 	 	 Authorized
      Signatory	 
	 	 	 	 	 	 


    

     

    ARTICLE III

    
 

     

    THE DEBT SECURITIES

     

    Section 3.01  Amount Unlimited; Issuable
in Series.  The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more series.  There shall be set forth in a Company Order or in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:

     


    
      
         


      

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

     

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

     

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

     

    (d) the rate
or rates at which the Securities of the series shall bear interest, if any, or
the method by which such rate or rates shall be determined, whether such
interest shall be payable in cash or additional Securities of the same series or
shall accrue and increase the aggregate principal amount outstanding of such
series (including if such Securities were originally issued at a discount), the
date or dates from which such interest shall accrue, or the method by which such
date or dates shall be determined, the Interest Payment Dates on which any such
interest shall be payable, and the Record Dates for the determination of Holders
to whom interest is payable on such Interest Payment Dates or the method by
which such date or dates shall be determined, the right, if any, to extend or
defer interest payments and the duration of such extension or
deferral;

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (aa) whether
the Securities of the series are to be secured or unsecured, and, if secured,
the terms upon which the Securities of such series shall be secured and any
other additions or changes relating to such security; and

     

    (bb) any other
terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of the TIA, but may modify, amend, supplement or delete any
of the terms of this Indenture with respect to such series).

     

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

     

    
Section 3.02 Denominations. 
In the
absence of any specification pursuant to Section 3.01 with respect to Securities
of any series, the Securities of such series shall be issuable only as
Securities in denominations of any integral multiple of $1,000, and shall be
payable only in U.S. Dollars.

     

    
Section 3.03 Execution, Authentication,
Delivery and Dating.

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    “THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

     


    
      
         


      

      
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    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE NOMINEE OF THE
DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE NOMINEE OF THE
DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, THE NOMINEE OF THE DEPOSITARY, HAS AN INTEREST HEREIN.

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.”

     

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

     

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

     

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

     

    (j) No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in one of the forms provided for herein duly
executed by the Trustee or by an Authenticating Agent by manual or facsimile
signature of an authorized signatory of the Trustee, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     


    
      
         


      

      
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    Section 3.04 Temporary
Securities.

     

     

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

     

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

     

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

     

    
Section 3.05 Registrar and Paying
Agent.

     

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

     


    
      
         


      

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

     

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

     

    
Section 3.06 Transfer and
Exchange.

     

    (a) Transfer.

     

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

     

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

     

    (b) Exchange.

     

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

     


    
      
         


      

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

     

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

     

    (i) Individual
Securities shall be issued to all owners of beneficial interests in a Global
Security in exchange for such interests if: (A) at any time the Depositary for
the Securities of a series notifies the Company that it is unwilling or unable
to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of such series shall no longer be eligible
under Section 3.03(h) and, in each case, a successor Depositary is not appointed
by the Company within 90 days of such notice, or (B) the Company executes and
delivers to the Trustee and the Registrar an Officer’s Certificate stating that
such Global Security shall be so exchangeable.

     

    In connection with the exchange of an
entire Global Security for Individual Securities pursuant to this subsection
(c), such Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of Individual Securities of
such series, will authenticate and deliver to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in such Global
Security, an equal aggregate principal amount of Individual Securities of
authorized denominations.

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

    
Section 3.07
Mutilated, Destroyed, Lost
and Stolen Securities.

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    Section 3.08 Payment of Interest; Interest Rights
Preserved.

     

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

     

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

     

    (i) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest (a “Special Record Date”), which shall be fixed in the
following manner.  The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each such Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 calendar
days and not less than 10 calendar days prior to the date of the proposed
payment and not less than 10 calendar days after the receipt by the Trustee of
the notice of the proposed payment.  The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holders of such Securities at their addresses as they appear in
the Register, not less than 10 calendar days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
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(ii) The
Company may make payment of any Defaulted Interest on Securities in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

     

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

     

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

     

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

     

    
Section
3.11 Currency of Payments in
Respect of Securities.

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

    ARTICLE IV

    
 

     

    REDEMPTION OF SECURITIES

     

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

     


    
      
         


      

      
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Section
4.02 Selection of Securities to
be Redeemed.

     

    (a) If the
Company shall at any time elect to redeem all or any portion of the Securities
of a series then Outstanding, it shall at least 45 days prior to the Redemption
Date fixed by the Company (unless a shorter period shall be satisfactory to the
Trustee) notify the Trustee of (i) such Redemption Date, (ii) the Section of
this Indenture pursuant to which the redemption shall occur, (iii) the
Redemption Price, and (iv) the principal amount of Securities to be redeemed,
and thereupon the Trustee shall select, by lot or in such other manner as the
Trustee shall deem appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series;
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.  In any case where more
than one Security of such series is registered in the same name, the Trustee may
treat the aggregate principal amount so registered as if it were represented by
one Security of such series.  The Trustee shall, as soon as
practicable, notify the Company in writing of the Securities and portions of
Securities so selected.

     

    (b) For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be
redeemed.  If the Company shall so direct, Securities registered in
the name of the Company, any Affiliate or any Subsidiary thereof shall not be
included in the Securities selected for redemption.

     

    
Section
4.03 Notice of
Redemption.

     

    (a) Notice of
redemption shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company, not less than 30 nor more
than 60 days prior to the Redemption Date, to the Holders of Securities of any
series to be redeemed in whole or in part pursuant to this Article, in the
manner provided in Section 16.04.  Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.  Failure to give such notice, or any defect in
such notice to the Holder of any Security of a series designated for redemption,
in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Security of such
series.

     

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

     

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

     

    (ii) the
Redemption Date;

     


    
      
         


      

      
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    (iii) the
Redemption Price;

     

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

     

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

     

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

     

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

     

    
Section
4.04 Deposit of Redemption
Price.  On
or prior to 11:00 a.m., New York City time, on the Redemption Date for any
Securities, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money in the Currency in which
such Securities are denominated (except as provided pursuant to Section 3.01)
sufficient to pay the Redemption Price of such Securities or any portions
thereof that are to be redeemed on that date.

     

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

     

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

     

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

     


    
      
         


      

      
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    ARTICLE V

    


     

    SINKING
FUNDS

     

    
Section
5.01 Applicability of Sinking
Fund.

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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Section
5.04 Application of Sinking Fund
Payment.

     

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

     

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

     

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

     


    
      
         


      

      
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    ARTICLE VI

    


     

    PARTICULAR COVENANTS OF THE
COMPANY

     

    The Company hereby covenants and agrees as follows:

     

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

     

    
Section
6.02 Paying
Agent.

     

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

     

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

     

    
Section
6.03 To Hold Payment in
Trust.

     


    
      
         


      

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

     

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

     

    (c) If the
Paying Agent shall be other than the Trustee, the Company will cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
6.03, that such Paying Agent shall:

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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(e) Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of and premium,
if any, or interest on any Security of any series and remaining unclaimed for
two years after such principal and premium, if any, or interest has become due
and payable shall be paid to the Company upon Company Order along with any
interest that has accumulated thereon as a result of such money being invested
at the direction of the Company, or (if then held by the Company) shall be
discharged from such trust, and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
amounts without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

     

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

     

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

     

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

     


    
      
         


      

      
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    Section 6.05 Compliance
Certificate.  Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, the Company shall furnish to the
Trustee annually, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer,
principal accounting officer or vice president and treasurer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under
this Indenture (which compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture) and, in
the event of any Default, specifying each such Default and the nature and status
thereof of which such person may have knowledge.  Such certificates
need not comply with Section 16.01 of this Indenture.  The Company
shall comply with TIA Section 314(a)(4).

     

    
Section
6.06 Conditional Waiver by
Holders of Securities.  Anything
in this Indenture to the contrary notwithstanding, the Company may fail or omit
in any particular instance to comply with a covenant or condition set forth
herein with respect to any series of Securities if the Company shall have
obtained and filed with the Trustee, prior to the time of such failure or
omission, evidence (as provided in Article VIII) of the consent of the Holders
of a majority in aggregate principal amount of the Securities of such series at
the time Outstanding, either waiving such compliance in such instance or
generally waiving compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, or impair any right consequent thereon and, until such waiver
shall have become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

     

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

     

    ARTICLE VII

    
 

     

    REMEDIES OF TRUSTEE AND
SECURITYHOLDERS

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

    Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any premium
or interest on any Security is payable in a Currency other than the Currency of
the United States and such Currency is not available to the Company for making
payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Company's agent in accordance with Section 3.11(c) hereof by
reference to the noon buying rate in The City of New York for cable transfers
for such Currency (“Exchange Rate”), as such Exchange Rate is reported or
otherwise made available by the Federal Reserve Bank of New York on the date of
such payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate.  Notwithstanding the foregoing
provisions of this Section 7.01, any payment made under such circumstances in
the Currency of the United States where the required payment is in a Currency
other than the Currency of the United States will not constitute an Event of
Default under this Indenture.

     

    
Section
7.02 Acceleration; Rescission and
Annulment.

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

    In
case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Company or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by
law.  Every recovery of judgment in any such action or other
proceeding, subject to the payment to the Trustee of all amounts owing the
Trustee and any predecessor trustee hereunder under Section 11.01(a), shall be
for the ratable benefit of the Holders of such series of Securities which shall
be the subject of such action or proceeding.  All rights of action
upon or under any of the Securities or this Indenture may be enforced by the
Trustee without the possession of any of the Securities and without the
production of any thereof at any trial or any proceeding relative
thereto.

     

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

     


    
      
         


      

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

     

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

     

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

     

    Third: In
case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then
owing and unpaid upon the Securities of such series for principal and premium,
if any, and interest, with interest on the overdue principal and premium, if
any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the Securities of
such series, and in case such moneys shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and premium,
if any, and accrued and unpaid interest.

     

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

     


    
      
         


      

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

     

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

     


    
      
         


      

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

     

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

     

    ARTICLE VIII

    


     

    CONCERNING THE
SECURITYHOLDERS

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    
Section
8.03 Persons Deemed
Owners.

     

    (a) The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
(subject to Section 3.08) interest, if any, on, such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.  All payments made to any Holder,
or upon his, her or its order, shall be valid, and, to the extent of the sum or
sums paid, effectual to satisfy and discharge the liability for moneys payable
upon such Security.

     


    
      
         


      

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

     

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

     

    ARTICLE IX

     

    SECURITYHOLDERS’ MEETINGS

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

    
Section
9.05 Regulation of
Meetings.

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

    
ARTICLE
X


     

    REPORTS BY THE COMPANY AND THE TRUSTEE
AND

     

    SECURITYHOLDERS’
LISTS

     

    
Section
10.01 Reports by
Trustee.

     

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

     


    
      
         


      

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

     

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

     

    
Section
10.02 Reports by the
Company.  The
Company shall file with the Trustee and the SEC, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, unless available on EDGAR,
any such information, documents or reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 30 days after the same is filed with the SEC; and provided
further, that the filing of the reports specified in Section 13 or 15(d) of the
Exchange Act by an entity that is the direct or indirect parent of the Company
will satisfy the requirements of this Section 10.02 so long as such entity is an
obligor or guarantor on the Securities; and provided further that the reports of
such entity will not be required to include condensed consolidating financial
information for the Company in a footnote to the financial statements of such
entity.

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).

     

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

     

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

     

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

     

    provided,
however, that so long as the Trustee shall be the Registrar, such lists shall
not be required to be furnished; and provided, further, that the Trustee shall
not be held accountable by reason of (i) the disclosure of any information as to
the names and addresses of the Holders in accordance with the TIA Section 312,
regardless of the source from which the information was derived and (ii) mailing
any material pursuant to a request made under TIA Section 312.

     


    
      
         


      

      
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    ARTICLE XI


     

     

    CONCERNING THE TRUSTEE

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

    (e) The
Trustee, to the extent permitted by Section 11.02, may rely upon the certificate
of the Secretary or one of the Assistant Secretaries of the Company as to the
adoption of any Board Resolution or resolution of the stockholders of the
Company, and any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by, and whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee may rely upon, an Officer’s Certificate of the Company (unless other
evidence in respect thereof be herein specifically prescribed).

     

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

     

    (g) Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     

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

     


    
      
         


      

      
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    (i) Subject to the provisions of Section 11.02, the Trustee may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, other evidence of
indebtedness or other paper or document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the
proper party or parties.

     

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

     

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

     

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

     

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

     

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

     

    
Section
11.02 Duties of
Trustee.

     

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

     


    
      
         


      

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

     

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

     

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

     

    (B) the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates or opinions furnished to the Trustee
pursuant to the express provisions of this Indenture; but in the case of any
such certificates or opinions which, by the provisions of this Indenture, are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts, statements, opinions or conclusions
stated therein);

     

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

     

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

     

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

     


    
      
         


      

      
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    (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 11.02.

     

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

     

    
Section
11.04 Eligibility;
Disqualification.

     

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

     

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

     

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

     


    
      
         


      

      
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    If at any time:

     

    (1)           the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series),
or

     

    (2)           the
Trustee shall cease to be eligible under Section 11.04 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series),
or

     

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

     

    then, in
any such case, (i) the Company by written notice to the Trustee may remove the
Trustee and appoint a successor Trustee with respect to all Securities, or (ii)
subject to TIA Section 315(e), any Securityholder who has been a bona fide
Holder of a Security for at least six months (or, if it is a shorter period, the
period since the initial issuance of the Securities of such series) may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     

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

     

    
Section
11.06 Successor Trustee by
Appointment.

     

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

     


    
      
         


      

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

     

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

     


    
      
         


      

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

     

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

     

    
Section
11.09 Appointment of
Authenticating Agent.  The
Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable
to the Company to authenticate the Securities of the series issued upon
exchange, registration of transfer or partial redemption thereof, and the
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  The Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve.  Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication and delivery by the Trustee includes authentication and delivery
by the Authenticating Agent. Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.

     


    
      
         


      

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

     

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

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 11.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 11.09.

     

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

     

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

     


    
      
         


      

      
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    ARTICLE XII

    


     

    SATISFACTION AND DISCHARGE;
DEFEASANCE

     

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

     

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

     

    (a) either:

     

    (i) all
Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 and (B) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 6.03) have been delivered to the Trustee for
cancellation; or

     

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

     

    (A) have
become due and payable, or

     

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

     

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

     

    and in
the case of (A), (B) or (C) above, has deposited or caused to be deposited with
the Trustee or Paying Agent as trust funds in trust for the purpose an amount in
the Currency in which such

     


    
      
         


      

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

     

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

     

    (c) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture with respect to such series
have been complied with.  Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under
Section 11.01 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section, the obligations of the
Trustee under Section 12.07 and the last paragraph of Section 6.03(e) shall
survive.

     

    
Section
12.03 Defeasance upon Deposit of
Moneys or U.S. Government Obligations.  At
the Company’s option, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to Securities of
any series on the first day after the applicable conditions set forth below have
been satisfied or (b) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Section 6.04 and
Section 10.02 with respect to Securities of any series (and, if so specified
pursuant to Section 3.01, any other restrictive covenant added for the benefit
of such series pursuant to Section 3.01) at any time after the applicable
conditions set forth below have been satisfied (such action under clauses (a) or
(b) of this paragraph in no circumstance may be construed as an Event of Default
under Section 7.01):

     

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

     


    
      
         


      

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

     

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

     

    “Discharged”
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such
series and to have satisfied all the obligations under this Indenture relating
to the Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except (A)
the rights of Holders of Securities of such series to receive, from the trust
fund described in clause (a) above, payment of the principal of and premium, if
any, and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to Securities of such series under Sections
3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder.

     

    “U.S.
Government Obligations” means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States the timely of payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, that, in either case under clauses (i) or (ii) are not callable or
redeemable at the action of the issuer thereof, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depositary receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt.

     

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

     


    
      
         


      

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

     

    
Section
12.06 Deposits to Be Held in
Escrow.  Any
deposits with the Trustee referred to in Section 12.03 above shall be
irrevocable (except to the extent provided in Sections 12.04 and 12.07) and
shall be made under the terms of an escrow trust agreement in form and substance
agreed upon by the Trustee and the Company.  If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund requirement, the applicable escrow trust
agreement shall provide therefor and the Company shall make such arrangements as
are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.  The
agreement shall provide that, upon satisfaction of any mandatory sinking fund
payment requirements, whether by deposit of moneys, application of proceeds of
deposited U.S. Government Obligations or, if permitted, by delivery of
Securities, the Trustee shall pay or deliver over to the Company as excess
moneys pursuant to Section 12.04 all funds or obligations then held under the
agreement and allocable to the sinking fund payment requirements so
satisfied.

     

    If
Securities of a series with respect to which such deposits are made may be
subject to later redemption at the option of the Company or pursuant to optional
sinking fund payments, the applicable escrow trust agreement may, at the option
of the Company, provide therefor.  In the case of an optional
redemption in whole or in part, such agreement shall require the Company to
deposit with the Trustee on or before the date notice of redemption is given
funds sufficient to pay the Redemption Price of the Securities to be redeemed
together with all unpaid interest thereon to the Redemption
Date.  Upon such deposit of funds, the Trustee shall pay or deliver
over to the Company as excess funds pursuant to Section 12.04 all funds or
obligations then held under such agreement and allocable to the Securities to be
redeemed.  In the case of exercise of optional sinking fund payment
rights by the Company, such agreement shall, at the option of the Company,
provide that upon deposit by the Company with the Trustee of funds pursuant to
such exercise the Trustee shall pay or deliver over to the Company as excess
funds pursuant to Section 12.04 all funds or obligations then held under such
agreement for such series and allocable to the Securities to be
redeemed.

     

    
Section
12.07 Application of Trust
Money.

     

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

     


    
      
         


      

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

     

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

     

    ARTICLE XIII

    


     

    IMMUNITY OF CERTAIN
PERSONS

     

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

     

    ARTICLE XIV

    
 

     

    SUPPLEMENTAL INDENTURES

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    (f) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Securities and to add to or change
any of the provisions of this Indenture as shall be necessary for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 11.06(c);

     

    (g) to secure
any series of Securities;

     

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

     

    (i) to cure
any ambiguity or to correct or supplement any provision contained herein or in
any indenture supplemental hereto which may be defective or inconsistent with
any other provision contained herein or in any supplemental indenture or to
conform the terms hereof, as amended and supplemented, that are applicable to
the Securities of any series to the description of the terms of such Securities
in the offering memorandum, prospectus supplement or other offering document
applicable to such Securities at the time of initial sale thereof, provided that
any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities; 

       

    

     


    
      
         


      

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

     

    (k) to add
guarantors or co-obligors with respect to any series of Securities or to release
guarantors from their guarantees of Securities in accordance with the terms of
the applicable series of Securities;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
Section
14.02 With Consent of
Securityholders; Limitations.

     

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

     


    
      
         


      

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

     

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

     

    (iii) modify
any of the provisions of this Section, Section 7.06 or Section 6.06, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section and
Section 6.06, or the deletion of this proviso, in accordance with the
requirements of Sections 11.06 and 14.01(f); or

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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ARTICLE
XV


     

    SUBORDINATION OF
SECURITIES

     

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

     

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

     

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

     

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

     

    (c) in the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities
prohibited by the foregoing, shall be received by the Trustee or the Holders of
the Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over, upon written notice to a Responsible Officer of
the Trustee, to the holder of such Senior Indebtedness or his, her or its
representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, as calculated by the Company, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

     


    
      
         


      

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

     

    
Section
15.03 No
Payment on Securities in Event of Default on Senior
Indebtedness. Subject
to Section 15.01, no payment by the Company on account of principal (or premium,
if any), sinking funds or interest, if any, on the Securities shall be made at
anytime if: (i) a default on Senior Indebtedness exists that permits the holders
of such Senior Indebtedness to accelerate its maturity and (ii) the default is
the subject of judicial proceedings or the Company has received notice of such
default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on
Senior Indebtedness has been made or duly provided for in money or money’s
worth. In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.03, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Company, but only to the extent that the holders of such Senior Indebtedness (or
their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on such
Senior Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of such Senior Indebtedness.

     


    
      
         


      

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     


    
      
         


      

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

     

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

     

    ARTICLE XVI

    


     

    MISCELLANEOUS PROVISIONS

     

    
Section
16.01 Certificates and Opinions as
to Conditions Precedent.

     

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

     

    (b) Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates provided pursuant to Section 6.05 of
this Indenture) shall include (i) a statement that the Person signing such
certificate or opinion has read such covenant or condition and the definitions
herein related thereto; (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (iii) a statement that, in the view or
opinion of such Person, he or she has made such examination or investigation as
is necessary to enable such Person to express an informed view or opinion as to
whether or not such covenant or condition has been complied with; and (iv) a
statement as to whether or not, in the view or opinion of such Person, such
condition or covenant has been complied with.

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    (a) the
Company, at 3660 Grandview Parkway, Suite 200, Birmingham, AL 35243, Attention:
John P. Whittington, Facsimile No.: (205) 262-3948 or at such other address or
facsimile number as may have been furnished in writing to the Trustee by the
Company.

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

     

     

    
      
        	 	
                HEALTHSOUTH
      CORPORATION

                as Issuer

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 
      JAY GRINNEY	 
	 	 	Name: 
      Jay Grinney 	 
	 	 	
                Title:   
      President and CEO

                 

              	 
	 	 	 	 


      

    

     

     

    
      
        	 	
                THE BANK OF NOVA SCOTIA
      TRUST

                COMPANY OF NEW YORK,
      as
      Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/  
      JOHN F.
      NEYLAN	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     
 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
Page to Base Indenture]