Exhibit
      4.1


     ROYAL CARIBBEAN CRUISES LTD., as Issuer 

and 

THE BANK OF NEW YORK TRUST COMPANY,
               N.A., as Trustee

	



INDENTURE 

          Dated as of July 31, 2006

	



Senior Securities

     
















     ROYAL CARIBBEAN CRUISES LTD. 


     Certain Sections of this Indenture relating to Sections 310

through 318, inclusive, of the Trust Indenture Act of 1939:

	          Trust Indenture Act Section
        	 
        	
          Indenture Section
          
	 	 	 	 	 	
	
          §310(a)
        	
          (1)
        	 
	 
        	
          609
        	

        
	
          (a)
        	
          (2)
        	 	 
        	
          609
        	

        
	
          (a)
        	
          (3)
        	 	 
        	
          Not Applicable
        	

        
	
          (a)
        	
          (4)
        	 	 
        	
          Not Applicable
        	

        
	
          (a)
        	
          (5)
        	 	 
        	
          609
        	

        
	(b)

        	 
        	

        	 
        	
          608, 610
        	

        
	
    §311(a)  	 
        	 
        	 
        	
          610, 613
        	

        
	 (b) 	 	

        	 
        	
          613
        	

        
	 (c) 	 	

        	 
        	
          Not Applicable
        	

        
	
          §312(a)
        	 
	 
        	 
        	
          701, 702(a)
        	 

	 (b) 	 	

        	 
        	
          702(b)
        	 

	 (c) 	 	

        	 
        	
          702(c)
        	 

	
          §313(a)
        	 	 
        	 
        	
          703(a)
        	 

	 (b) 	 	

        	 
        	
          703(a)
        	 

	 (c) 	 	

        	 
        	
          703(a), 602
        	 

	 (d) 	 	

        	 
        	
          703(b)
        	 

	
          §314(a)
        	 
        	 
	 
        	
          704
        	

        
	(a)
        	
          (4)
        	 
        	 
        	
          101,1005
        	

        
	(b)

        	 
        	

        	 
        	
          Not Applicable
        	

        
	(c)
        	
          (1)
        	 
	 
        	
          102
        	

        
	(c)
        	
          (2)
        	 
        	 
        	
          102
        	

        
	(c)
        	
          (3)
        	 
	 
        	
          Not Applicable
        	

        
	 (d) 	 	

        	 
        	
          Not Applicable
        	

        
	 (e) 	 	

        	 
        	
          102
        	

        
	
          §315(a)
        	 	 
	 
        	
          601
        	

        
	 (b) 	 	

        	 
        	
          602
        	

        
	 (c) 	 	

        	 
        	
          601
        	

        
	 (d) 	 	

        	 
        	
          601, 603
        	

        
	 (e) 	 	

        	 
        	
          514
        	

        
	§ 316(a)

        	
          (last sentence)
        	 
        	
          101
        	

        
	(a)

        	
          (1)(A)
        	

        	 
        	
          502, 512
        	

        
	(a)

        	
          (1)(B)
        	

        	 
        	
          513
        	

        
	(a)
        	
          (2)
        	 
	 
        	
          Not Applicable
        	

        























	          Trust Indenture Act Section
        	 
        	
          Indenture Section
          
	 	 		 	 	
	(b)
        	 
        	

        	 
        	
          508
        	

        
	(c)
        	 
    	

        	 
        	
          104(c)
        	 

	§317(a)
        	
          (1)
        	 
        	 
        	
          503
        	

        
	(a)
        	
          (2)
        	 
        	 
        	
          504
        	

        
	(b)
        	 
        	

        	 
        	
          1003
        	

        
	§318(a)
        	 	 
	 
        	
          107
        	

        


 





	

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

        	 
























     TABLE OF CONTENTS 





	 	 	Page 
	 	 	 
	
          PARTIES
        	 
        	
          1
        
	 	 	 
	
          RECITALS OF THE COMPANY
        	 
        	
          1
        
	 	 	
	 ARTICLE ONE
        	 
        	

        
	 Definitions and Other Provisions of General Application
        	 
        	

        
	 	 	
	
          Section 101. Definitions:
        	 
        	

        
	
                     Act
        	 
        	
          2
        
	            Additional
  Amounts
        	 
        	
          2
        
	
                     Affiliate
        	 
        	
          2
        
	
                     Authenticating Agent
        	 
        	
          2
        
	
                     Board of Directors
        	 
        	
          2
        
	
                     Board Resolution
        	 
        	
          2
        
	
                     Book-Entry Security
        	 
        	
          2
        
	
                     Business Day
        	 
        	
          3
        
	
                     Commission
        	 
        	
          3
        
	
                     Common Stock
        	 
        	
          3
        
	
                     Company
        	 
        	
          3
        
	
                     Company Request or Company Order
        	 
        	
          3
        
	
                     Corporate Trust Office
        	 
        	
          3
        
	
                     Corporation
        	 
        	
          3
        
	
                     Defaulted Interest
        	 
        	
          3
        
	
                     Depositary
        	 
        	
          3
        
	
                     Event of Default
        	 
        	
          4
        
	
                     Exchange Act
        	 
        	
          4
        
	
                     Holder
        	 
        	
          4
        
	
                     Indenture
        	 
        	
          4
        
	
                     Indexed Security
        	 
        	
          4
        
	
                     Interest
        	 
        	
          4
        
	
                     Interest Payment Date
        	 
        	
          4
        
	
                     Maturity
        	 
        	
          4
        
	
                     Officer	 
        	
5    
	
                     Officers’ Certificate
        	 
        	
          5
        
	
                      Opinion of Counsel
        	 
        	
          5
        
	
                     Original Issue Discount Security
        	 
        	
          5
        
	
                     Outstanding
        	 
        	
          5
        
	
                     Paying Agent
        	 
        	
          6
        
	
                     Person
        	 
        	
          6
        
	 
    	 
        	 
        






















	

        	 
        	

        	 
        	
          Page
          
	 	 	 
	           Place
          of Payment 	 	6
	
                     Predecessor Security
        	 
        	
          7
        
	            Preferred Stock
        	 
        	
          7
        
	
                     Redemption Date
        	 
        	
          7
        
	
                     Redemption Price
        	 
        	
          7
        
	
                     Regular Record Date
        	 
        	
          7
        
	
                     Responsible Officer
        	 
        	
          7
        
	
                     Security
        	 
        	
          7
        
	
                     Security
          Register and Security Registrar
        	 
        	
          8
        
	
                     Special Record Date
        	 
        	
          8
        
	
                     Stated Maturity
        	 
        	
          8
        
	
                     Subsidiary
        	 
        	
          8
        
	
                     Trustee
        	 
        	
          8
        
	
                     Trust Indenture Act
        	 
        	
          8
        
	
                     U.S. Government Obligations
        	 
        	
          8
        
	
          Section 102.
        	 
        	
          Compliance Certificates and Opinions
        	 
        	
          9
        
	
          Section 103.
        	 
        	
          Form of Documents Delivered to Trustee
        	 
        	
          9
        
	
          Section 104.
        	 
        	
          Acts of Holders; Record Dates
        	 
        	
          10
        
	
          Section 105.
        	 
        	
          Notices, Etc., to Trustee and Company
        	 
        	
          11
        
	
          Section 106.
        	 
        	
          Notice to Holders; Waiver
        	 
        	
          12
        
	
          Section 107.
        	 
        	
          Conflict with Trust Indenture Act
        	 
        	
          12
        
	
          Section 108.
        	 
        	
          Effect of Headings and Table of Contents
        	 
        	
          13
        
	
          Section 109.
        	 
        	
          Successors and Assigns
        	 
        	
          13
        
	
          Section 110.
        	 
        	
          Separability Clause
        	 
        	
          13
        
	
          Section 111.
        	 
        	
          Benefits of Indenture
        	 
        	
          13
        
	
          Section 112.
        	 
        	
          Governing Law
        	 
        	
          13
        
	
          Section 113.
        	 
        	
          Legal Holidays
        	 
        	
          13
        
	 
	
          ARTICLE TWO
        
	
          Security Forms
        
	 	 	 	 	 
	
          Section 201.
        	 
        	
          Forms of Securities
        	 
        	
          14
        
	
          Section 202.
        	 
        	
          Form of Legend for Book-Entry Securities
        	 
        	
          14
        
	
          Section 203.
        	 
        	
          Form of Trustee’s Certificate
        	 
        	

        
	

        	 
        	
          of Authentication
        	 
        	
          15
        




          ii
     

     

     













	

        	 
        	

        	 
        	
          Page
          
	 
	 	ARTICLE THREE 	 	 
	 
	 	The Securities 	 	 
	 	 	 	 	 
	
          Section 301.
        	 
        	
          Amount Unlimited; Issuable in Series
        	 
        	
          15
        
	
          Section 302.
        	 
        	
          Denominations
        	 
        	
          18
        
	
          Section 303.
        	 
        	
          Execution, Authentication, Delivery
        	 
        	

        
	

        	 
        	
          and Dating	 
        	
          19
        
	
          Section 304.
        	 
        	
          Temporary Securities
        	 
        	
          21
        
	
          Section 305.
        	 
        	
          Registration, Registration of
        	 
        	

        
	

        	 
        	
          Transfer and Exchange
        	 
        	
          21
        
	
          Section 306.
        	 
        	
          Mutilated, Destroyed, Lost
        	 
        	

        
	

        	 
        	
          and Stolen Securities
        	 
        	
          23
        
	
          Section 307.
        	 
        	
          Payment of Interest; Interest
        	 
        	

        
	

        	 
        	
          Rights Preserved
        	 
        	
          24
        
	
          Section 308.
        	 
        	
          Persons Deemed Owners
        	 
        	
          25
        
	
          Section 309.
        	 
        	
          Cancellation
        	 
        	
          26
        
	
          Section 310.
        	 
        	
          Computation of Interest
        	 
        	
          26
        
	 	 	 	 	 
	 
	 	ARTICLE FOUR 
	 	 
	 	 	Satisfaction and Discharge 
	 	 
	 
	 	 	 	 
	
          Section 401.
        	 
        	
          Satisfaction and Discharge of Indenture
        	 
        	
          26
        
	
          Section 402.
        	 
        	
          Application of Trust Money
        	 
        	
          28
        
	
          Section 403.
        	 
        	
          Defeasance and Discharge of
        	 
        	

        
	

        	 
        	
          Securities of Any Series
        	 
        	
          29
        
	 	 	 	 	 
	 
	 	ARTICLE FIVE 	 	 
	 
	 	Remedies 	 	 
	 	 	 	 	 
	
          Section 501.
        	 
        	
          Events of Default
        	 
        	
          31
        
	
          Section 502.
        	 
        	
          Acceleration of Maturity;
        	 
        	

        
	

        	 
        	
          Rescission and Annulment
        	 
        	
          33
        
	
          Section 503.
        	 
        	
          Collection of Indebtedness and Suits
        	 
        	

        
	

        	 
        	
          for Enforcement by Trustee
        	 
        	
          34
        
	
          Section 504.
        	 
        	
          Trustee May File Proofs of Claim
        	 
        	
          35
        
	
          Section 505.
        	 
        	
          Trustee May Enforce Claims Without
        	 
        	

        
	

        	 
        	
          Possession of Securities
        	 
        	
          36
        
	
          Section 506.
        	 
        	
          Application of Money Collected
        	 
        	
          36
        
	
          Section 507.
        	 
        	
          Limitation on Suits
        	 
        	
          36
        




          iii
     

     

     













	

        	 
        	

        	 
        	
          Page
          
	
          Section 508.
        	 
        	
          Unconditional Right of Holders to
        	 
        	

        
	

        	 
        	
          Receive Principal, Premium and Interest
        	 
        	
          37
        
	
          Section 509.
        	 
        	
          Restoration of Rights and Remedies
        	 
        	
          38
        
	
          Section 510.
        	 
        	
          Rights and Remedies Cumulative
        	 
        	
          38
        
	
          Section 511.
        	 
        	
          Delay or Omission Not Waiver
        	 
        	
          38
        
	
          Section 512.
        	 
        	
          Control by Holders
        	 
        	
          38
        
	
          Section 513.
        	 
        	
          Waiver of Past Defaults
        	 
        	
          39
        
	
          Section 514.
        	 
        	
          Undertaking for Costs
        	 
        	
          39
        
	
          Section 515.
        	 
        	
          Waiver of Stay or Extension Laws
        	 
        	
          40
        
	 	 	 	 	 
	 
	 	ARTICLE SIX 	 	 
	 
	 	The Trustee 	 	 
	 	 	 	 	 
	
          Section 601.
        	 
        	
          Certain Duties and Responsibilities
        	 
        	
          40
        
	
          Section 602.
        	 
        	
          Notice of Defaults
        	 
        	
          40
        
	
          Section 603.
        	 
        	
          Certain Rights of Trustee
        	 
        	
          41
        
	
          Section 604.
        	 
        	
          Not Responsible for Recitals or
        	 
        	

        
	

        	 
        	
          Issuance of Securities
        	 
        	
          43
        
	
          Section 605.
        	 
        	
          May Hold Securities
        	 
        	
          43
        
	
          Section 606.
        	 
        	
          Money Held in Trust
        	 
        	
          43
        
	
          Section 607.
        	 
        	
          Compensation and Reimbursement
        	 
        	
          44
        
	
          Section 608.
        	 
        	
          Disqualification; Conflicting Interests
        	 
        	
          45
        
	
          Section 609.
        	 
        	
          Corporate Trustee Required; Eligibility
        	 
        	
          45
        
	
          Section 610.
        	 
        	
          Resignation and Removal; Appointment
        	 
        	

        
	

        	 
        	
          of Successor
        	 
        	
          45
        
	
          Section 611.
        	 
        	
          Acceptance of Appointment by Successor
        	 
        	
          47
        
	
          Section 612.
        	 
        	
          Merger, Conversion, Consolidation or
        	 
        	

        
	

        	 
        	
          Succession to Business
        	 
        	
          48
        
	
          Section 613.
        	 
        	
          Preferential Collection of Claims
        	 
        	

        
	

        	 
        	
          Against Company
        	 
        	
          48
        
	
          Section 614.
        	 
        	
          Appointment of Authenticating Agent
        	 
        	
          49
        
	 	 	 	 	 
	 
	 	ARTICLE SEVEN 	 	 
	 
	 	Holders’ Lists
          and Reports by Trustee and Company	 	 
	 	 	 	 	
	
          Section 701.
        	 
        	
          Company to Furnish Trustee Names
        	 
        	

        
	

        	 
        	
          and Addresses of Holders
        	 
        	
          51
        
	
          Section 702.
        	 
        	
          Preservation of Information;
        	 
        	

        
	

        	 
        	
          Communications to Holders
        	 
        	
          51
        
	
          Section 703.
        	 
        	
          Reports by Trustee
        	 
        	
          52
        
	
          Section 704.
        	 
        	
          Reports by Company
        	 
        	
          52
        





    iv

  

  














	

        	 
        	

        	 
        	
          Page
          
	 
	 	ARTICLE EIGHT 	 	 
	 
	 	Consolidation, Merger, Conveyance,
          Transfer or Lease 	 	 
	 	 	 	 	
	
          Section 801.
        	 
        	
           Company May Consolidate, Etc.,
        	 
        	

        
	

        	 
        	
           Only on Certain Terms
        	 
        	
          52
        
	
          Section 802.
        	 
        	
           Rights and Duties of Successor Corporation
        	 
        	
          53
        
	
          Section 803.
        	 
        	
           Officers’ Certificate
          and Opinion of Counsel
        	 
        	
          53
        
	 	 	 	 	 
	 
	 	ARTICLE NINE 	 	 
	 
	 	Supplemental Indentures 	 	 
	 	 	 	 	
	
          Section 901.
        	 
        	
           Supplemental Indentures Without
        	 
        	

        
	

        	 
        	
           Consent of Holders
        	 
        	
          54
        
	
          Section 902.
        	 
        	
           Supplemental Indentures with
        	 
        	

        
	

        	 
        	
           Consent of Holders
        	 
        	
          55
        
	
          Section 903.
        	 
        	
           Execution of Supplemental Indentures
        	 
        	
          56
        
	
          Section 904.
        	 
        	
           Effect of Supplemental Indentures
        	 
        	
          57
        
	
          Section 905.
        	 
        	
           Conformity with Trust Indenture Act
        	 
        	
          57
        
	
          Section 906.
        	 
        	
           Reference in Securities to Supplemental
        	 
        	

        
	

        	 
        	
           Indentures
        	 
        	
          57
        
	 	 	 	 	 
	 
	 	ARTICLE TEN 	 	 
	 
	 	Covenants 	 	 
	 	 	 	 	 
	Section 1001. 
	 	Payment of Principal,
          Premium and Interest	 
        	
          57
        
	Section 1002. 
	 	Maintenance of Office
          or Agency	 
        	
          58
        
	Section 1003. 
	 	Money for Securities
          Payments to Be 	 
        	

        
	

        	 
        	
             Held in Trust
        	 
        	
          58
        
	Section 1004. 
	 	Defeasance of Certain
          Obligations 	 
        	
          60
        
	Section 1005. 
	 	Statement as to Compliance 	 
        	
          61
        
	Section 1006. 
	 	Waiver of Certain
          Covenants	 
        	
          62
        
	Section 1007. 
	 	Additional Amounts	 
        	
          62
        




          v
     

     

     













			

        	 
        	
          Page
          
	 	 	
          ARTICLE ELEVEN
        	 	 
	 	 	
          Redemption of Securities
        	 	 
	 	 	 	 	 
	Section 1101. 	 	
          Applicability of Article
        	 
        	
          64
        
	Section 1102. 	 	
          Election to Redeem; Notice to Trustee
        	 
        	
          64
        
	Section 1103. 	 	
          Selection by Trustee of Securities to
        	 
        	

        
	 	 	
             Be Redeemed
        	 
        	
          64
        
	Section 1104. 	 	
          Notice of Redemption
        	 
        	
          65
        
	Section 1105. 	 	
          Deposit of Redemption Price
        	 
        	
          66
        
	Section 1106. 	 	
          Securities Payable on Redemption Date
        	 
        	
          66
        
	Section 1107. 	 	
          Securities Redeemed in Part
        	 
        	
          67
        
	Section 1108. 	 	
          Right of Redemption
        	 
        	
          67
        
	 	 	 	 	 
	 	 	
          ARTICLE TWELVE
        	 	 
	 	 	
          Sinking Funds
        	 	 
	 	 	 	 	 
	Section 1201. 	 	
          Applicability of Article
        	 
        	
          68
        
	Section 1202.	 	
           Satisfaction of Sinking Fund Payments
        	 
        	

        
	 	 	
              with Securities
        	 
        	
          68
        
	Section 1203. 	 	
          Redemption of Securities for Sinking Fund
        	 
        	
          68
        
	 	 	 	 	 
	
          TESTIMONIUM        	 
    	
          69
        
	
          SIGNATURES AND SEALS       	 
    	
          70
        
	
          ACKNOWLEDGMENTS    	 
    	

        




          vi
     

     

     














          INDENTURE,
     dated as of July 31, 2006, between ROYAL CARIBBEAN CRUISES LTD., a Liberian
     corporation (the “Company”), having its principal office at 1050 Caribbean Way, Miami, Florida 33132,
and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee hereunder (the “Trustee”)
having its Corporate Trust Office at 10161 Centurion Parkway, Jacksonville, FL
32256.

RECITALS OF THE COMPANY


          The Company
     deems it advisable to issue from time to time for its lawful purposes senior
     Securities (hereinafter called the “Securities”) evidencing its
     unsecured and unsubordinated indebtedness in one or more series as in this
     Indenture provided, and has duly authorized the execution and delivery of
     this Indenture to provide for the issuance from time to time of the Securities,
     unlimited as to principal amount, to bear interest at the rates or formulas,
     to mature at such times and to have such other provisions as shall be fixed
as hereinafter provided. 


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


     NOW, THEREFORE, THIS INDENTURE WITNESSETH: 


          For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows: 

ARTICLE ONE


     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. 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, when capitalized, the meanings assigned to them in this Article, and include the plural as well as the singular; 

           (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;





















           (c)
                    all accounting terms not otherwise defined herein have the
                    meanings assigned to them in accordance with generally accepted
                    accounting principles, and except as otherwise herein expressly
                    provided, the term “generally accepted accounting principles” with
                    respect to any computation required or permitted hereunder
                    shall mean such accounting principles as are generally accepted
          at the date of the Indenture;

           (d)
                    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; and 

           (e) all references to dollars, $, U.S. dollars or United States dollars shall refer to the lawful currency of the United States of America. 




          “Act”,
     when used with respect to any Holder, has the meaning specified in Section
104. 


          “Additional Amounts” has
the meaning specified in Section 1007. 


          “Affiliate” means, with respect to any specified Person, (i) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified
Person or (ii) any other Person who is a director or officer (A) of such specified Person or (B) of any subsidiary of such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person
means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. 


          “Authenticating Agent” means
any authenticating agent appointed by the Trustee pursuant to Section 614. 


          “Board of Directors” means
     either the board of directors of the Company or any duly authorized committee
of that board. 


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


          “Book-Entry Security” means
     a Security bearing the legend specified in Section 202 evidencing all or
part of a series of Securities, authenticated and delivered to the 

2
     

     

     














     Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. 


          “Business Day” when
     used with respect to any Place of Payment means each Monday, Tuesday, Wednesday,
     Thursday and Friday which is not a day on which banking institutions in
     that Place of Payment are authorized or obligated by law or executive order
to close. 


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


          “Common Stock” means
     with respect to any Person, capital stock issued by such Person other than
Preferred Stock. 


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


          “Company Request” or “Company Order” means
     a written request or order signed in the name of the Company by any one
     of its chief executive officer, its president, its chief financial officer
or any of its vice presidents (regardless of vice presidential designation). 


          “Corporate Trust Office” means
     the office of the Trustee which, at any particular time, this Indenture
     shall be administered, which office as of the date of this Indenture is
the address of the Trustee set forth in Section 105. 


          “Corporation” means
     a corporation, association, limited liability company, joint-stock company
or business trust. 


          “Defaulted Interest” has
the meaning specified in Section 307. 


          “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Book-Entry Securities, the Person designated as Depositary
by the Company pursuant to Section 301 which must be a clearing agency registered under the Exchange Act, and if at any time there is more than one such Person, “Depositary” shall
mean the Depositary with respect to the Securities of that series. 

3
     

     

     














          “Event of Default” has
the meaning specified in Section 501. 


          “Exchange Act” means
     the Securities Exchange Act of 1934, as amended from time to time, and any
statute successor thereto. 


          “Holder” means
a Person in whose name a Security is registered in the Security Register. 


          “Indenture” means
     this instrument as originally executed or as it may from time to time be
     supplemented or amended by one or more indentures supplemental hereto entered
     into pursuant to the applicable provisions hereof, and shall include the
     terms of particular series of Securities established as contemplated by
     Section 301; provided, however, that, if at any time more
     than one Person is acting as Trustee under this instrument, “Indenture” shall
     mean, with respect to any one or more series of Securities for which 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 those particular series of Securities for which such
     Person is Trustee established as contemplated by Section 301, exclusive,
     however, of any provisions or terms which relate solely to other series
     of Securities for which such Person is 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. 


          “Indexed Security” means
     a Security the terms of which provide that the principal amount thereof
     payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance. 


          “Interest” shall
     include Additional Amounts payable pursuant to Section 1007 and, when used
     with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, shall mean interest payable after Maturity. 


          “Interest Payment Date”,
     when used with respect to any Security means the Stated Maturity of an installment
of such Securities. 


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

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          “Officer” means,
     with respect to the Company, its chief executive officer, its president,
     its chief financial officer, any of its vice presidents (regardless of vice
     presidential designation), its treasurer, any of its assistant treasurers,
its secretary or any of its assistant secretaries. 


          “Officers’ Certificate” means a certificate delivered to the Trustee and signed by (i) any one of the Company’s
     chief executive officer, its president, its chief financial officer or any
     of its vice presidents (regardless of vice presidential designation) and
(ii) any other Officer of the Company. 


          “Opinion of Counsel” means
     a written opinion of counsel, who may be an employee of or counsel for the
Company or the Trustee. 


          “Original Issue Discount Security” means
     any Security which provides for an amount less than the principal amount
     thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502. 


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


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

           (ii) Securities, or portions thereof, for whose 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; provided, that if such Securities are to be
          redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and Securities, except to the extent provided in Section 403, with respect to which the
          Company has effected defeasance as therein provided;

           (iii) Securities which have been paid pursuant to Section 306 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 the Trustee proof reasonably satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and
     



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           (iv) Securities converted into Common Stock or Preferred Stock pursuant to or in accordance with this Indenture if the terms of such Securities provide for convertibility pursuant to Section 301;
     




     provided, however,
     that in determining whether the Holders of the requisite principal amount
     of the Outstanding Securities have given any request, demand, authorization,
     direction, notice, consent or waiver hereunder, (i) the principal amount
     of an Original Issue Discount Security that shall be deemed to be Outstanding
     shall be the amount of the principal thereof that would be due and payable
     as of the date of such determination upon acceleration of the Maturity thereof
     pursuant to Section 502, (ii) the principal amount of a Security of any
     series denominated in one or more foreign currencies, currency units or
     composite currencies that shall be deemed Outstanding shall be the U.S.
     dollar equivalent, determined in the manner established as contemplated
     by Section 301 with respect to the Securities of such series on the date
     of original issuance of such Security, of the principal amount (or, in the
     case of an Original Issue Discount Security, the U.S. dollar equivalent
     on the date of original issuance of such Security of the amount determined
     as provided in (i) above) of such Security, (iii) the principal amount of
     any Indexed Security of any series that may be counted in making such determination
     or calculation and that shall be deemed outstanding for such purpose shall
     be equal to the principal face amount of such Indexed Security at original
     issuance, unless otherwise established as contemplated by Section 301 with
     respect to such Security, and (iv) Securities owned by the Company or any
     other obligor upon the Securities or any Affiliate of the Company or of
     such other obligor shall be disregarded and deemed not to be Outstanding,
     except that, in determining whether the Trustee shall be protected in relying
     upon any such request, demand, authorization, direction, notice, consent
     or waiver, only Securities which the Trustee knows to be so owned shall
     be so disregarded. Securities so owned which have been pledged in good faith
     may be regarded as Outstanding if the pledgee establishes to the satisfaction
     of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor. 


          “Paying Agent” means
     any Person authorized by the Company to pay the principal of or any premium
or interest on any Securities on behalf of the Company. 


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

     “Place
     of Payment”, when used with respect to the Securities of any series, means
     the place or places where the principal of and any premium and interest on the
     Securities of that series are payable as established as contemplated by Section
     301.  

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          “Predecessor Security” of
     any particular Security means every previous Security evidencing all or
     a portion of the same debt as that evidenced by such particular Security;
     and, for the purposes of this definition, any Security authenticated and
     delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed,
     lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security. 


          “Preferred Stock” means, with respect to any Person, capital stock issued by such Person that is entitled to a preference or priority over any other capital stock issued by such Person upon
any distribution of such Person’s assets, whether by dividend or upon liquidation. 


          “Redemption Date”,
     when used with respect to any Security to be redeemed, in whole or in part,
means the date fixed for such redemption by or pursuant to this Indenture. 


          “Redemption Price”,
     when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture. 


          “Regular Record Date” for
     the interest payable on any Interest Payment Date on the Securities of any
     series means the date for that purpose established as contemplated by Section
301. 


          “Responsible Officer”, when used with respect to the Trustee, means any officer within the Corporate Trust Department (or any successor department) including, without limitation, any vice
president (whether or not designated by a number or a word or words added before or after the title “vice president”), any trust officer, any assistant secretary, the controller or any other officer 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 to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject. 


          “Security” has
     the meaning stated in the first recital of this Indenture and, more particularly,
     means any Security or Securities authenticated and delivered under this
     Indenture; provided, however, that, if at any time there is
     more than one Person acting as Trustee under this Indenture, “Securities” with
     respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.  

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          “Security Register” and “Security Registrar” have
the respective meanings specified in Section 305. 


          “Special Record Date” for
     the payment of any Defaulted Interest on the Securities of any series means
a date fixed by the Trustee pursuant to Section 307. 


          “Stated Maturity”,
     when used with respect to any Security or any installment of principal thereof
     or interest thereon, means the date specified in such Security as the fixed
     date on which the principal of such Security or such installment of principal
or interest is due and payable. 


          “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company,
or by the Company and one or more other Subsidiaries of the Company. For the purposes of this definition, “voting stock” means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency. 


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


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


          “U.S.
     Government Obligations” means
     securities which are (i) direct obligations of the United States of America
     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 of America the payment of which is unconditionally
     guaranteed as a full faith and credit obligation by the United States of
     America, which, in either case, are not callable or redeemable at the option
     of the issuer thereof, and shall also include a depository receipt issued
     by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository 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 depository receipt from any amount
received by the custodian in respect of the 

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     U.S. Government Obligation or the specific
     payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt. 


     Section 102. Compliance Certificates and Opinions.


          Upon any
     application or request by the Company to the Trustee to take any action
     under any provision of this Indenture, the Company shall furnish to the
     Trustee such certificates and opinions as may be required under the Trust
     Indenture Act. Each such certificate or opinion shall be given in the form
     of an Officers’ Certificate, if to be given by an officer of the Company,
     or an Opinion of Counsel, if to be given by counsel, and shall comply with
     the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture. 


          Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 


           (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

           (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

           (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and 

           (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 




     Section 103. Form of Documents Delivered to Trustee. 


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

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


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


     Section 104. Acts of Holders; Record Dates.


           (a)
                    Any request, demand, authorization, direction, notice, consent,
                    waiver or other action provided by this Indenture to be given
                    or taken by Holders of the Outstanding Securities of all
                    series or one or more series, as the case may be, may be
                    embodied in and evidenced by one or more instruments of substantially
                    similar tenor signed by such Holders in person or by agent
                    duly appointed in writing; and, except as herein otherwise
                    expressly provided, such action shall become effective when
                    such instrument or instruments are delivered to the Trustee
                    and, where it is hereby expressly required, to the Company.
                    Such instrument or instruments (and the action embodied therein
                    and evidenced thereby) are herein sometimes referred to as
                    the “Act” of the Holders signing such instrument
                    or instruments. Proof of execution of any such instrument
                    or of a writing appointing any such agent shall be sufficient
                    for any purpose of this Indenture and (subject to Section
                    601) conclusive in favor of the Trustee and the Company,
          if made in the manner provided in this Section. 

           (b)
                    The fact and date of the execution by any Person of any such
                    instrument or writing may be proved by the affidavit of a
                    witness of such execution or by a certificate of a notary
                    public or other  officer authorized by law to take acknowledgments
                    of deeds, certifying that the individual signing such instrument
                    or writing acknowledged to him the execution thereof. Where
                    such execution is by a signer acting in a capacity other
                    than his  individual capacity, such certificate or affidavit
          shall also constitute sufficient proof of his authority. The fact and
          date of the execution of any such instrument or writing, or the authority
          of the Person executing the same, may also be proved in any other manner
          which the Trustee deems sufficient. 



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           (c) The Company may, but shall not be obligated to, in the circumstances permitted by the Trust Indenture Act, fix any date not more than 60 days nor less than 5 days prior to the date of any of the
          following actions as the record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action,
          authorized or permitted to be given or taken by Holders of Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or, in the
          case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation
          or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall be entitled to
          give or take, or vote on, the relevant action. 

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

           (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every
          Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such
          action is made upon such Security. 




     Section 105. Notices, Etc., to Trustee and Company.


          Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed
with, 


           (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing, including by facsimile transmission at (904) 645-1921 or
          by e-mail at ckaye@bankofny.com (in each case provided the original document is received subsequently), to or with the Trustee at its Corporate Trust Office, The Bank of New York Trust Company, N.A.,
          10161 Centurion Parkway, Jacksonville, FL 32256, Attention: Corporate
          Trust Department, or 



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          (2)
                    the Company by the Trustee or by any Holder shall be sufficient
                    for every purpose hereunder (unless otherwise herein expressly
                    provided) if made, given, furnished or filed in writing,
                    including by facsimile transmission at (305) 539-6400 (provided
                    that the original document is received subsequently), to
                    or with the Company at 1050 Caribbean Way, Miami, FL 33132,
                    to the Attention of the Treasurer with a copy to the Company’s
                    General Counsel or at any other address previously furnished
     in writing to the Trustee by the Company. 




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

Section 106. Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


          In case it shall be impracticable for any reason to give notice as contemplated herein, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 


     Section 107. Conflict with Trust Indenture Act.


          If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the Trust Indenture Act
provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be. 

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     Section 108. Effect of Headings and Table of Contents.


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

Section 109. Successors and Assigns.

          All agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.


Section 110. 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 111. Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 

Section 112. Governing Law.

          This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 

Section 113. Legal Holidays.

          In any case
     where any Interest Payment Date, Redemption Date or Stated Maturity of any
     Security shall not be a Business Day at any Place of Payment for such Security,
     then notwithstanding any other  provision of this Indenture or of the Security
     (other than a provision of the Security established as contemplated by Section
     301 and which specifically states that such provision shall apply in lieu
     of this Section 113), payment of interest
or principal (and premium, if any) 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  

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     Payment with the same force and effect as if
     made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
     and no interest shall accrue on such payment for the period from and after
     such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be. 

ARTICLE TWO 

SECURITY FORMS

Section 201. Forms of Securities.



          The Securities of each series shall be in substantially the forms as shall be established by or pursuant to Board Resolution or indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, 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 stock exchange on which the Securities may be listed, or to conform to usage. 


     Section 202. Form of Legend for Book-Entry Securities.


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


           “This
                    Security is a Book-Entry Security within the meaning of the
                    Indenture hereinafter referred to and is registered in the
                    name of a Depositary or a nominee of a Depositary or a successor
                    depository. This Security is not exchangeable for Securities
                    registered in the name of a Person other than the Depositary
                    or its nominee except in the limited circumstances described
                    in the Indenture, and no transfer of this Security (other
                    than a transfer of this Security as a whole by the Depositary
                    to a nominee of the Depositary or by a nominee of the Depositary
                    to the Depositary or another nominee of the Depositary) may
                    be registered except in the limited circumstances described
          in the Indenture.” 



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     Section 203. Form
of Trustee’s Certificate of Authentication.


          The Trustee’s
certificates of authentication shall be in substantially the following form:


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

	 	THE BANK OF NEW YORK 

               TRUST COMPANY, N.A., as Trustee
	 	 	 
	 	By:	 
	 	 	

	 	 	Authorized Officer


ARTICLE THREE

THE SECURITIES


     Section 301. Amount Unlimited; Issuable in Series.


          The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


          The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolution or indentures supplemental hereto, prior to the issuance of Securities of any series
(except as provided in the last paragraph of this Section 301), 


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

           (2) the aggregate principal amount of the Securities and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
          (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to
          Section 303, are deemed never to have been authenticated and delivered hereunder), which limit, unless otherwise expressly established, may be changed from time to time by or pursuant



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          to Board Resolution or indentures supplemental hereto without the consent of any Holders; 

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

           (4) the date or dates, or the method by which such date or dates will be determined, on which the principal of the Securities of the series is payable; 

           (5) the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method or methods by which such rate or rates shall be determined, the
          date or dates from which such interest shall accrue or method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date, if any, for any interest payable on
          any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 

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

           (7) the period or periods within which, the price or prices at which, the currency or currencies, currency unit or composite currency in which, and the other terms and conditions upon which Securities
          of the series may be redeemed, in whole or in part, at the option of the Company; 

           (8) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the
          period or periods within which, the price or prices at which, the currency or currencies, currency unit or composite currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in
          whole or in part, pursuant to such obligation; 

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

          (10) the
     application, if any, of Section 403 to the Securities of the series; 

          (11) the
               application, if any, of Section 1004 to the Securities of the
     series;  



16 

     
















           (12)
                    the currency or currencies, currency unit or composite currency
                    in which payment of the principal of and any premium and
                    interest on any Securities of the series shall be payable
                    or denominated if other than the currency of the United States
                    of America and the manner of determining the U.S. dollar
                    equivalent thereof for purposes of the definition of “Outstanding” in
          Section 101; 

           (13) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, formula or other method (which index, formula or
          method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), the manner in which such amounts shall be determined; 

           (14) whether the Securities of the series shall be issued in whole or in part in the form of one or more Book-Entry Securities and, in such case, the Depositary with respect to such Book-Entry
          Security or Securities and the circumstances under which any such Book-Entry Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such Depositary or its nominee, if other than as set
          forth in Section 305; 

           (15) if other than the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in a currency or currencies,
          currency unit or units or composite currency or currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and
          the time and manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are
          denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable; 

           (16) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 502 or, if applicable, the portion of the principal amount of Securities of the series that is convertible in accordance with the provisions of this Indenture, or the method by which such portion shall be determined;

           (17) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 




     17 




















           (18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of the series, whether or not such Events of Default or covenants
          are consistent with the Events of Default or covenants set forth herein; 

           (19) whether and under what circumstances, if any, the Company will not pay Additional Amounts as contemplated by Section 1007 on the Securities of the series to any Holder who is not a United States
          person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether and under what circumstances, if any, the Company will not have the option to redeem such Securities
          rather than pay such Additional Amounts (and the terms of any such option); 

           (20)
                    the obligation, if any, of the Company to permit the conversion
                    of the Securities of the series into the Company’s Common
                    Stock or Preferred Stock, as the case may be, and the terms
                    and conditions upon which such conversion shall be effected
                    (including, without limitation, the initial conversion price
                    or rate, the conversion period, any adjustment of the applicable
                    conversion price and any requirements relative to the reservation
          of such shares for purposes of conversion); and 

           (21) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). 



      All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be established as contemplated by this Section 301 in respect of such
            Securities. The Securities of any series need not be issued at the same time but may be issued from time to time and the terms of any Security may be established prior to the issuance thereof but after the issuance of other Securities of the same
            series. 

Section 302. Denominations.

          The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be established as contemplated by Section 301. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 

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     Section 303. Execution, Authentication, Delivery and Dating.


          The Securities shall be executed on behalf of the Company by any one of its chief executive officer, its president, its chief financial officer or any of its vice presidents (regardless of vice
presidential designation), and its corporate seal shall be reproduced thereon. The signature of any of these individuals on the Securities may be manual or facsimile. 


          Securities bearing the manual or facsimile signature of any of the individuals listed above who was at any time a proper officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of such Securities.


          At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities. If all the Securities of any series are not to be issued at one time and if the terms of such Securities established as contemplated by Section 301 so permit, such
Company Order may set forth procedures acceptable to the Trustee for the completion and authentication of such Securities from time to time. In authenticating Securities of any series, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon,


           (i) the Board Resolution and each indenture supplemental hereto by or pursuant to which the forms and terms of such Securities are established as contemplated by Sections 201 and 301; 

           (ii)
                    an Officers’ Certificate detailing the actions, if any, taken pursuant to the Board Resolution or indentures supplemental hereto referred to in clause (i) above to establish the forms or
          terms of such Securities and stating that all conditions precedent provided for in this Indenture relating to the Trustee’s
          authentication of such Securities have been complied with; and 

     
               (iii) an
          Opinion of Counsel to the effect that 

     
          
               (a) the forms and the terms of such Securities have been established in conformity with the provisions of this Indenture, 

     



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               (b) all conditions precedent provided
               for in this Indenture relating to the Trustee’s authentication
               of such Securities have been complied with, and

          
               (c) such Securities, when authenticated
               and delivered by the Trustee and issued by the Company in the
               manner and subject to any conditions specified in such Opinion
               of Counsel, will constitute valid and legally binding obligations
               of the Company enforceable in accordance with their terms, subject
               to bankruptcy, insolvency, fraudulent transfer, reorganization,
               moratorium and similar laws of general applicability relating
               to or affecting creditors’ rights and to general
               equity principles and to such other matters as such counsel may
               specify. 

     




          The Trustee
     shall not be required to authenticate such Securities if the issue of such
     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. 


          Notwithstanding
     the provisions of Section 301 and of the preceding paragraph, if all Securities
     of a series are not to be originally issued at one time, it shall not be
     necessary to deliver the Company Order, Board Resolution, indentures supplemental
     hereto, Officers’ Certificate and Opinion of Counsel otherwise required
     pursuant to such preceding paragraph at or prior to the time of authentication
     of each Security of such series if such documents (with such modifications
     as may be appropriate) are delivered at or prior to the authentication upon
     original issuance of the first Security of such series to be issued and
reasonably contemplate such authentication of each such Security. 


          Each Security shall be dated the date of its authentication, unless otherwise established therefor as contemplated by Section 301. 


          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

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Section 304. Temporary Securities.

          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 of such Series. Temporary Securities of any series
     shall be substantially in the form of definitive Securities of such series
     but with such appropriate insertions, omissions, substitutions and other
     variations as the officer executing such Securities may determine, as evidenced
     by such officer’s execution of such Securities. In the case of Securities
of any series, such temporary Securities may be in global form. 


          If temporary Securities of any series are issued, the Company will cause definitive Securities of that 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 the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that
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, one or more definitive
Securities of the same series, of any authorized denominations and of a like aggregate principal amount and 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 and tenor. 


     Section 305. Registration, Registration of Transfer and Exchange.


          The Company
     shall cause to be kept at the Corporate Trust Office of the Trustee a register
     (the register 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 “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein provided. 


          Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for Securities of that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 

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


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


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


          No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 


          Neither the Company nor the Trustee shall be required (i) to issue, register the transfer of or exchange Securities of any series, if such Security may be among those selected for redemption, during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 


          Notwithstanding the foregoing, no Book-Entry Security shall be registered for transfer or exchange, or authenticated and delivered, whether pursuant to this Section, Sections 304, 306, 906 or 1107 or
otherwise, in the name of a Person other than the Depositary for such Book-Entry Security or its nominee until (i) the Depositary with respect to a Book-Entry Security notifies the Company that it is unwilling or unable to continue as Depositary for
such Book-Entry Security or the Depositary ceases to be a clearing agency registered under the Exchange Act and the Company fails within 90 days thereafter to appoint a successor, (ii) the Company executes and delivers to the Trustee a Company Order
that such Book-Entry Security shall be so transferable and exchangeable 

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     or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more of the conditions
specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be established as contemplated by Section 301 for Securities of such series, such Book-Entry Security may be registered for transfer or exchange for
Securities registered in the names of, or authenticated and delivered to, such Persons as the Depositary with respect to such series shall direct. 


          Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security, whether pursuant
to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be a Book-Entry Security and bear the legend specified in Section 202. 


     Section 306. Mutilated, Destroyed, Lost and Stolen Securities.


          If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding. 


          If there
     shall be delivered to the Company and the Trustee (i) evidence to their
     satisfaction of the destruction, loss or theft of any Security and (ii)
     such security or indemnity as may be required by them to save each of them
     and any agent of either of them harmless, then, in the absence of notice
     to the Company or the Trustee that such Security has been acquired by a
     bona fide purchaser, the Company shall execute and the Trustee shall authenticate
     and deliver, in lieu of any such destroyed, lost or stolen Security, a new
     Security of the same series and of like tenor and principal amount and bearing
     a number not contemporaneously outstanding. The Company may charge such
     Holder for its expenses and the expenses of the Trustee (including without
limitation attorneys’ fees and expenses) in replacing a Security.


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


          Upon the
     issuance of any new Security under this Section, the Company may require
     the payment of a sum sufficient to cover any tax or other governmental charge
     that may be imposed in relation thereto and any other expenses (including,
     without limitation, the fees and expenses of the Trustee and its attorneys’ fees
and expenses) connected therewith. 

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


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


     Section 307. Payment of Interest; Interest Rights Preserved.


          Except as otherwise established as contemplated by Section 301 with respect to Securities of any series, interest on any Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address
of such Person as it appears on the Security Register or (ii) wire transfer to
an account maintained by the payee located inside the United States. 


          Except as
     otherwise established as contemplated by Section 301 with respect to Securities
     of any series, any interest on any Security which is payable, but is not
     punctually paid or duly provided for, on any Interest Payment Date (herein
     called “Defaulted Interest”) shall forthwith cease to be payable
     to the Holder on the relevant Regular Record Date by virtue of having been
     such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in paragraph (1) or (2) below: 


           (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on
          a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of
          the proposed payment, and at the same time the Company shall deposit with the Trustee an 



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          amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities are payable (except as otherwise established as contemplated by Section 301 in respect of such
          Securities) 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 provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall not be more than 15 days and
          not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the
          name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such Securities at his address as it
          appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
          the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 

           (2) The Company may pay any Defaulted Interest on the Securities of any series 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. 




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

Section 308. Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such 

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     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. 

Section 309. Cancellation.

          All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, 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. All
canceled Securities held by the Trustee shall be disposed of as directed by a Company Order. 

Section 310. Computation of Interest.

          Except as otherwise established as contemplated by Section 301 in respect of 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. 

ARTICLE FOUR

SATISFACTION AND DISCHARGE


     Section 401. Satisfaction and Discharge of Indenture.


          This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series specified in such Company Request (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for and any right to receive Additional Amounts not then known as provided in Section 1007), and the Trustee, upon receipt of Company Order, and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 

 


     26 




















          (1) either 


     (A) all Securities of such series theretofore authenticated
                    and delivered (other than (i) Securities of such series which have
                    been destroyed, lost or stolen and which have been replaced or paid
                    as provided in Section 306 and (ii) Securities of such series 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 1003) have been
                    delivered to the Trustee for cancellation; or 

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

     
          
               (i) have become due and payable, or 

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

          
               (iii) if, redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the
               expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (x) an amount in the currency or currencies, currency
               unit or units or composite currency or currencies in which the Securities are payable, or (y) with respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations which through the payment of interest and
               principal in respect thereof in accordance with their terms will provide not later than the opening of business on the due date of any payment referred to in clause (i), (ii) or (iii) of subparagraph (B) money in an amount, or (z) a combination
               thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public
               accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest (and any Additional Amounts then
               known with respect thereto) on such 

     



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               Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are
               due and payable in accordance with the terms of this Indenture and of such Securities; 

  

           (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of such Securities; and 

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




          Notwithstanding the satisfaction and discharge of this Indenture with respect to Securities of any series pursuant to this Section 401, the obligations of the Company to the Trustee under Section 607,
the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003, in each case with respect to such Securities, shall survive. 

Section 402. Application of Trust Money.

           (a) Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 401, 403 or 1004 and all money received by
          the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 401, 403 or 1004, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment,
          either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has
          been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 403 or 1004. 

           (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 401, 403 or 1004
          or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 



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           (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 401, 403 or 1004 which, in the
          opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the
          purpose for which such money or U.S. Government Obligations were deposited or received. 




     Section 403. Defeasance and Discharge of Securities of Any Series.


          If this
     Section 403 is established, as contemplated by Section 301 to be applicable
     to Securities of any series, then notwithstanding Section 401, (a) the Company
     shall be deemed to have paid and discharged the entire indebtedness on all
     the Outstanding Securities of that series other than the obligation to pay
     Additional Amounts in excess of amounts deposited pursuant to Section 401
     of this Indenture, (b) the provisions of this Indenture as it relates to
     such Outstanding Securities (except as to the rights of Holders of Securities
     to receive, from the trust funds described in subparagraph (1) below, payment
     of the principal of (and premium, if any) and any installment of principal
     of (and premium, if any) or interest and Additional Amounts, if any, then
     known on such Securities on each Stated Maturity of such principal or installment
     of principal or interest or any mandatory sinking fund payments or analogous
     payments applicable to the Securities of that series on the day on which
     such payments are due and payable in accordance with the terms of the Indenture
     and of such Securities, the Company’s obligations with respect to such
     Securities under Sections 305, 306, 1002 and 1003 and the rights, powers,
     trusts, duties and immunities of the Trustee hereunder) shall no longer
     be in effect, and (c) the Trustee, at the expense of the Company, shall
upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied: 


           (1) the Company shall have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609), irrevocably (irrespective of whether the conditions in
          subparagraphs (2), (3), (4), (5) and (6) below have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph of Section 1003), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the
          benefit of the Holders of the Securities of that series, with reference to this Section 403, (A) an amount in the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are payable, or (B) with
          respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with 



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          their terms will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without
          consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the
          principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on such Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and
          (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; 

           (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it
          is bound; 

           (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and be
          continuing on the date of such deposit and no Event of Default under Section 501(6) or Section 501(7) or event which with the giving of notice or lapse of time or both, would become an Event of Default under Section 501(6) or Section 501(7) shall
          have occurred and be continuing on the 121st day after such date; 

           (4) the Company shall have delivered to the Trustee either (A) an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a
          ruling or (y) since the date first set forth hereinabove, there has been a change in the applicable United States federal income tax law or the judicial interpretation thereof, in either case (x) or (y) to the effect that, and based thereon such
          opinion shall confirm that Holders of the Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax
          on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same
          effect as the aforementioned Opinion of Counsel; 

           (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that 



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          series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and
     

           (6)
                    the Company shall have delivered to the Trustee an Officers’ Certificate
                    and an Opinion of Counsel, each stating that all conditions
                    precedent provided for relating to the defeasance and discharge
                    of the entire indebtedness on all Outstanding Securities
                    of any such series as contemplated by this Section have been
          complied with. 




          Notwithstanding any other provisions of this Section, such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be established as
contemplated by Section 301 in respect of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type required. 

ARTICLE FIVE

REMEDIES 

Section 501. Events of Default.



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


           (1) default in the payment of any interest upon or any Additional Amounts payable in respect of any Security of that series when such interest or Additional Amounts become due and payable, and
          continuance of such default for a period of 30 days; or 

           (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 

           (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or 



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           (4)
                    default in the performance or breach of any covenant or warranty
                    of the Company in this Indenture (other than any such default
                    or breach which is elsewhere in this Section specifically
                    dealt with or which is expressly not applicable to Securities
                    of that series), and continuance of such default or breach
                    for a period of 60 days after there has been given, by registered
                    or certified mail, to the Company by the Trustee or to the
                    Company and the Trustee by the Holders of at least 25% in
                    principal amount of the Outstanding Securities of that series
                    a written notice specifying such default or breach and requiring
                    it to be remedied and stating that such notice is a “Notice of
          Default” hereunder; or 

           (5)
                    failure to pay when due any payment of principal or interest
                    on, or the acceleration of, indebtedness for money borrowed
                    by the Company aggregating in excess of $50 million under
                    any mortgages, indentures (including this Indenture) or instruments
                    under which the Company may have issued, or which there may
                    have been secured or evidenced, any indebtedness for money
                    borrowed by the Company, if such indebtedness is not discharged
                    or such acceleration is not annulled within 30 days after
                    there has been given, by registered or certified mail, to
                    the Company by the Trustee or to the Company and the Trustee
                    by the Holders of at least 25% in principal amount of the
                    Securities of that series, a written notice specifying such
          default and stating that such notice is a “Notice of Default” hereunder;

           (6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable bankruptcy,
          insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the
          Company under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its
          affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

           (7) the commencement by the Company of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be
          adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or
          to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief 



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          under any applicable law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
          Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate
          action by the Company in furtherance of any such action; or 

           (8) any other Event of Default established as contemplated by Section 301 with respect to Securities of that series. 




     Section 502. Acceleration of Maturity; Rescission and Annulment. 


          If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case, except for any series of Securities the principal of which
shall have already become due and payable, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be immediately due and payable 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. 


          At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its
consequences if 


          (1) the Company has paid or
deposited with the Trustee a sum sufficient to pay in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise established as contemplated by
Section 301 in respect of Securities of that series);


     
          (A) all overdue interest
               on all Securities of that series,

          (B)  the principal of (and
               premium, if any, on) any Securities of that series
               which have become due otherwise than by such

     




     33 



















     
          
               declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 

          
               (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 

          
               (D) all amounts owing the Trustee pursuant to Section 607 in respect of Securities of that series; and 

     

           (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal and premium, if any, of Securities of that series which have become due solely by such
     declaration of acceleration, have been cured or waived as provided in Section 513. 




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


     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants
that if

           (1) default is made in the payment of any interest on or Additional Amounts payable in respect of any Security when such interest or Additional Amount becomes due and payable and such default
          continues for a period of 30 days, or 

           (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
          Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
          premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the amounts due the Trustee pursuant to Section 607 in respect of such
          Securities. 




          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums
so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company 

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     or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.



          If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy. 


     Section 504. Trustee May File Proofs of Claim.


          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 


           (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of any series, of principal, and premium, if any, and interest owing and unpaid in
          respect of such Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee pursuant to Section 607 and of the Holders allowed in such judicial proceeding, and 

           (2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;




     and any custodian, receiver, assignee, trustee, liquidator, sequentrator (or other similar official), in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it pursuant to Section 607. 


          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, 

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     arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


     Section 505. Trustee May Enforce Claims Without Possession of Securities.


          All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the amounts due the Trustee
pursuant to Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 


     Section 506. Application of Money Collected.


          Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 


          FIRST: To the
payment of all amounts due the Trustee under Section 607;


          SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest and any Additional Amounts payable on the Securities in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest and Additional Amounts, respectively; and 


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

Section 507. Limitation on Suits.

          No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless 

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           (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 

           (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event
          of Default in its own name as Trustee hereunder; 

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

           (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 

           (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that
          series; 




     it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such
Holders. 


     Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.


          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder. 

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Section 509. Restoration of Rights and Remedies.


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


     Section 510. Rights and Remedies Cumulative.


          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


     Section 511. Delay or Omission Not Waiver.


          No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. 

Section 512. Control by Holders.

          The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 


          (1) such direction shall not
be in conflict with any rule of law or with this Indenture, and 


     38 

     











     

          

  (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 



Section 513. Waiver of Past Defaults.


          The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default 


           (1) in the payment of the principal of or any premium or interest on any Security of such series, or 

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




          Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent thereon. 

Section 514. Undertaking for Costs.

          All parties
     to this Indenture agree, and each Holder of any Security of any series by
     his acceptance thereof shall be deemed to have agreed, that any court may
     in its discretion require, in any suit for the enforcement of any right
     or remedy under this Indenture, or in any suit against the Trustee for any
     action taken, suffered or omitted by it as Trustee in respect of the Securities
     of such series, the filing by any party litigant in such suit of an undertaking
     to pay the costs of such suit, and that such court may in its discretion
     assess reasonable costs, including reasonable attorneys’ fees, against
     any party litigant in such suit, having due regard to the merits and good
     faith of the claims or defenses made by such party litigant; but the provisions
     of this Section shall not apply to any suit instituted by the Company, the
     Trustee, to any suit instituted by any Holder, or group of Holders, holding
     in the aggregate more than 10% in principal amount of the Outstanding Securities
     of such series, or to any suit instituted by any Holder for the enforcement
     of the payment of the principal of, premium, if any, or interest on any
     Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date). 

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Section 515. Waiver of Stay or Extension Laws.


          The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest or Additional Amounts with
respect to the Securities contemplated herein or in the Securities or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE SIX 

THE TRUSTEE



     Section 601. Certain Duties and Responsibilities.


          The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section. 

Section 602. Notice of Defaults.

          Within 60 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit to all Holders of Securities of such series, in the manner and to
the extent provided in Trust Indenture Act Section 313(c), notice of such default hereunder, unless such default shall have been cured or waived; provided, however, that, except in the case
of a default in the payment of the principal of 

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     (or premium, if any) or interest on any Security
     of such series, or in the payment of any sinking fund installment with respect
     to the Securities of such series, the Trustee shall be protected in withholding
     such notice if and so long as the board of directors, the executive committee
     or a committee of Responsible Officers of the Trustee in good faith determine
     that the withholding of such notice is in the interests of the Holders of
     the Securities of such series. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities of such
series. Subject to Trust Indenture Act Section 315(b), the Trustee shall not be deemed to have, or be required to take, notice of (a) any default or Event of Default (other than a default described in paragraph (1), (2), or (3) of Section 501) or
(b) the Company’s obligation to pay any Additional Amounts to any Holders
except upon (A) written notification from the Company or (B) written notification
from a Holder and, in the absence of such notice, the Trustee may conclusively
presume that there is no default or Event of Default except as aforesaid and
that no Additional Amounts are to be paid. Subject to Section 601 of this Indenture,
such notification shall not be deemed to include receipt of information obtained
in any report or other documents furnished under Section 704 of this Indenture,
which reports and documents the Trustee shall have no duty to examine. 

Section 603. Certain Rights of Trustee.

     Subject to the provisions of Section 601:



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

           (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently
          evidenced by a Board Resolution; 

           (c)
                    whenever in the administration of this Indenture the Trustee
                    shall deem it desirable that a matter be proved or established
                    prior to taking, suffering or omitting any action hereunder,
                    the Trustee (unless other evidence be herein specifically
                    prescribed) may, in the absence of bad faith on its part,
          rely upon an Officers’ Certificate; 

           (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in




     41 

 




















     
           respect of any action taken, suffered or omitted by it hereunder
          in good faith and in reliance thereon; 

           (e)
                    the Trustee shall be under no obligation to exercise any
                    of the rights or powers vested in it by this Indenture at
                    the request or direction of any of the Holders pursuant to
                    this Indenture, unless such Holders shall have offered to
                    the Trustee reasonable security or indemnity against the
                    costs, expenses and liabilities which might be incurred by
               it in compliance with such request or direction; 

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

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

           (h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this
          Indenture other than any liabilities arising out of the negligence of the Trustee;

           (i) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers; 

           (j) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and certificates of opinions furnished to it and conforming to the requirements of
          this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
          conform to the requirements of this Indenture; 

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

      



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         (l) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 

        (m) no provision of this Indenture shall require the Trustee to determine the maximum interest rate permissible under applicable law. 




Section 604. Not Responsible for Recitals or Issuance of Securities. 


     The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or any prospectus prepared in connection with the offering of the
Securities, 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 and
Qualification on Form T-1 supplied to the Company are true and accurate subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof. 

Section 605. May Hold Securities.
     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

Section 606. Money Held in Trust.
     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 with the Company. 


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Section 607. Compensation
      and Reimbursement.


  The Company agrees

        (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust); 

        (2) except as otherwise expressly provided herein, to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or
      on behalf of it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel and the reasonable fees of in-house counsel in the regular employ of the Trustee
      which are allocable to this trust and the expenses and disbursements of such counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 

        (3) to indemnify the Trustee and each predecessor Trustee and the officers, directors, employees and agents of the Trustee or any such predecessor Trustee (the Trustee, each predecessor Trustee and
      such officers, directors, employees and agents being hereinafter referred to in this Section collectively as the “Indemnified Parties” and individually as an “Indemnified Party”) for, and to hold each Indemnified Party harmless
      against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
      itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; provided that
      any Indemnified Party shall promptly notify the Company of the commencement
      of any action, or proceeding for which it intends to seek indemnity hereunder.
      The Indemnified Party shall permit the Company to conduct the defense of
      any action or proceeding for which it seeks indemnity hereunder on behalf
      of the Indemnified Party; provided, in the event the Indemnified Party
      is advised by legal counsel (which shall be reasonably acceptable to the
      Company) that such Indemnified Party has interests or defenses that are
      in conflict with those of the Company in connection with any action or
      proceeding, the Indemnified Party shall be entitled to retain its own legal
      counsel and conduct its own defense in connection with such action or proceeding
      and the Company shall pay all of the costs and expenses associated therewith
      (including, without limitation, reasonable legal fees and expenses). Anything
      herein to the contrary notwithstanding, the 



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    Indemnified Party shall not compromise or settle any action,
    suit or proceeding for which it intends to seek indemnity hereunder without the
    prior approval of the Company.







     The Company’s payment obligations pursuant to this Section 607 shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of an Event of Default
specified in Section 501(6) or (7), the expenses are intended to constitute expenses of administration under any bankruptcy law. 


Section 608. Disqualification; Conflicting Interests.


     If the Trustee has or shall acquire a conflicting interest within the meaning 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. 


Section 609. Corporate Trustee Required; Eligibility.


     There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person 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 the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 


Section 610. Resignation and Removal; Appointment of Successor.


        (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in
    accordance with the applicable requirements of Section 611. 

        (b) The Trustee may resign
      at any time with respect to the Securities of one or more series by giving
      written notice thereof to the Company. If the instrument of acceptance
    by a successor Trustee required by Section 611 shall not have been 



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    delivered to the Trustee within 30 days after the giving of
    such notice of resignation, the resigning Trustee may petition any court of competent
    jurisdiction for the appointment of a successor Trustee with respect to the Securities
  of such series. 

        (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered
  to the Trustee and to the Company. 

        (d) If at any time: 

  
          (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six
      months, or 

          (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a
      Security for at least six months, or 

          (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge
      or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to Board Resolution may remove the Trustee with respect to all Securities
      or the Securities of any series, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of
      competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees with respect thereto. 

  

        (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the
  Company, by or pursuant to a Company Request or Company Order, shall promptly appoint a successor Trustee or Trustees 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 particular series) and shall comply with the applicable requirements of Section 611. If, within
  one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
  Outstanding Securities of such series delivered to the Company and the retiring 



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  Trustee, the successor Trustee so appointed shall, forthwith
      upon its acceptance of such appointment in accordance with the applicable
      requirements of Section 611, become the successor Trustee with respect
      to the Securities of such series and to that extent supersede the successor
      Trustee appointed by the Company. If no successor
      Trustee with respect to the Securities of any series shall have been so
      appointed by the Company or the Holders and accepted appointment in the
      manner required by Section 611, any Holder who has  been a bona fide Holder
      of a Security of such series for at least six months may, on behalf of
      himself and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the  Securities of such series. 

        (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the
  Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice of such appointment shall include the name of the successor Trustee with respect to the Securities of such series and the address
  of its Corporate Trust Office. Notices of resignation, removal and appointment may be combined into a single notice. 




Section 611. Acceptance of Appointment by Successor.


        (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to
    the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
    all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
    successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 

        (b) In case of the appointment
      hereunder of a successor Trustee with respect to the Securities of one
      or more (but not all) series, the Company, the retiring Trustee and each
      successor Trustee with respect to the Securities of one or more series
      shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall contain
      such provisions as shall be necessary or desirable to transfer and confirm
      to, and to vest in, each successor Trustee all the rights, powers, trusts
      and duties of the retiring Trustee with respect to the Securities of that
  or those series to which the appointment of such successor 



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    Trustee relates, (2) if the retiring Trustee is not retiring
    with respect to all Securities, shall contain such provisions as shall be deemed
    necessary or desirable to confirm that all the rights, powers, trusts and duties
    of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
    to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
    such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal
    of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
    with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
    successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

        (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
  powers and trusts referred to in paragraphs (a) and (b) of this Section, as the case may be. 

        (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 




Section 612. Merger, Conversion, Consolidation or Succession to Business. 


     Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver 

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the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities. 



Section 613. Preferential Collection of Claims Against Company.


     If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor). 


Section 614. Appointment of Authenticating Agent.


     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as 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 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section. 


     Any corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding
to the corporate agency or corporate trust business of an 

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Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.



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


     The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 


     If an appointment with respect to the Securities of one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form: 


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


  	 THE BANK OF NEW YORK TRUST
	 COMPANY,
      N.A., As Trustee
	 	 
	By:	 
	 	
        

	 	As Authenticating Agent
	 	 
	By:	 
	 	
        

	 	Authorized Officer


  



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    ARTICLE SEVEN


 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 701. Company to Furnish Trustee Names and Addresses of Holders.


     The Company will furnish or cause to be furnished to the Trustee 


     (a) semi-annually, not later than 15 days after each Regular Record Date for Securities of each series at the time Outstanding, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date (or a date to be established as contemplated by Section 301 for Original Issue Discount Securities) and 


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


     excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 


Section 702. Preservation of Information; Communications to Holders.


     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section
701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 


     (b) The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act. 


     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under the Trust Indenture Act. 

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Section 703. Reports by Trustee.



        (a) Within 60 days after each May 15, beginning with May 15, 2007, the Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be required
    pursuant to Trust Indenture Act Section 313(a) in the manner provided pursuant thereto, and such other reports as may be required under such Act in the manner and at the times provided pursuant thereto. 

        (b) A copy of each such report shall, at the time of such transmission to the Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and
    with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 



Section 704. Reports by Company.
     The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. 

ARTICLE EIGHT


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 801. Company May Consolidate, Etc., Only on Certain Terms.


     The Company may consolidate
with or merge with or into, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and may permit any Person to consolidate
with or merge with or into, or convey, transfer or lease its properties and assets
substantially as an entirety, provided that (1) immediately after giving effect
to such transaction and treating any indebtedness which becomes an obligation
of the Company as a result thereof as having been incurred by the Company at
the time of such transaction, no Event of Default, and no event which, after
notice or the lapse of time, or both, would become an Event of Default, shall
have occurred and be


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continuing and (2) either the Company shall be the continuing
corporation, or the successor Person (if other than the Company) shall be a corporation,
trust or partnership organized under the laws of the United States, any state
thereof, the District of Columbia, the Republic of Liberia or any country recognized
by the United States and such successor Person shall expressly assume the due
and punctual payment of the principal of and any premium and interest (including
all Additional Amounts, if any, payable pursuant to Section 1007) on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the  covenants and conditions of this Indenture to be performed
by the Company by supplemental indenture, complying with Article Nine hereof,
satisfactory to the Trustee, executed and delivered to the Trustee by such Person. 


Section 802. Rights and Duties of Successor Corporation.


     In case of any such consolidation, merger, transfer, lease or conveyance and upon any such assumption by the successor Person, such successor Person shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor Person, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such
successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously
shall have been signed and delivered by an officer of the Company to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities
so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date
of the execution hereof. 


     In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be
appropriate. 


Section 803. Officers’ Certificate and Opinion of Counsel.


     Any consolidation, merger, conveyance, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee receive an Officers’ Certificate
and an 

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Opinion of Counsel to the effect that any such consolidation,
  merger, conveyance, transfer or lease and the assumption by any successor Person,
  complies with the provisions of this Article and that all conditions precedent
  herein provided for relating to such transaction have been complied with. 

ARTICLE NINE

SUPPLEMENTAL INDENTURES


Section 901. Supplemental Indentures Without Consent of Holders.


     Without notice to or the consent of any Holders, 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 of the following purposes: 


        (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 

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

        (3) to add any additional Events of Default; or 

        (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable
    as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 

        (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any
    such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the 




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  benefit of such provision nor (B) modify the rights of
      the Holder of any such Security with respect to such provision or (ii)
      shall become effective only when there is no such Security Outstanding;
      or 

        (6) to establish
    the forms or terms of Securities of any series as contemplated by Sections
    201 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or 

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

        (8) to secure the Securities; or 

        (9) 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 the Securities of any series pursuant to this
  Indenture; 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 in any material respect; or


        (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or
  questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any
  material respect. 




Section 902. Supplemental Indentures with Consent of Holders.


     With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 


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       (1) change the Stated Maturity
      of the principal of, or any installment of principal of or interest on, any
      Security, or reduce the principal amount thereof or the rate of interest
      thereon or any Additional Amounts payable in respect thereof or any premium
      payable upon the redemption thereof, 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
      502, or change any Place of Payment where, or the currency or currencies,
      currency unit or units or composite currency or
      currencies in which, any Security or any premium or interest thereon is payable,
      or impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity  thereof (or, in the case of redemption,
      on or after the Redemption Date), or adversely affect the conversion provisions,
      if any, applicable thereto, or

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

        (3) modify any of the provisions of this Section, Section 513 or Section 1006, 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. 




     A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Securities of one or more
particular series, 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. 


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


Section 903. Execution of Supplemental Indentures.


     In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of 

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

      It shall not be necessary
    under this Indenture that any supplemental indenture bear a seal of a notary. 

Section 904. Effect of Supplemental Indentures.


     Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


Section 905. Conformity with Trust Indenture Act.


     Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act, as then in effect at the time of execution thereof. 


Section 906. Reference in Securities to Supplemental Indentures.


     Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE TEN

  COVENANTS


Section 1001. Payment of Principal, Premium and Interest.


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      The Company covenants and
    agrees for the benefit of the Securities of each series that it will duly
    and punctually pay the principal of and any premium and interest on the Securities
    of that series in accordance with the terms of the Securities of that series
    and this Indenture.


  Section 1002. Maintenance of Office or Agency.


     The Company will maintain in each Place of Payment for the Securities of any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for conversion, if convertible, registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. 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 its agent to receive all such presentations,
surrenders, notices and demands. 


     The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. 


Section 1003. Money for Securities Payments to Be Held in Trust.


     If the Company shall at any time act as its own Paying Agent with respect to the Securities of any series, it will, on or before each due date of the principal of or any premium or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal and any premium and interest so becoming due until 

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such sums shall be paid to such Persons or otherwise disposed
    of as herein provided and will promptly notify the Trustee of its action
    or failure so to act. 

      Whenever the Company shall
    have one or more Paying Agents for the Securities of any series, it will,
    prior to each due date of the principal of or any premium or interest on
    any Securities of that series, deposit with a Paying Agent a sum (in the
    currency or currencies, currency unit or units or composite currency or currencies
    described in the preceding paragraph) sufficient to pay such amount, such
    sum to be held as provided by the Trust Indenture
    Act, and (unless such Paying Agent is the Trustee) the Company will promptly
    notify the Trustee of its action or failure so to act. 


     The Company will cause each Paying Agent for the Securities of any series, other than the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Securities of that series. 


     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


     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 or any premium or interest on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified 

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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 1004. Defeasance
      of Certain Obligations.

      To the extent that this
    Section 1004 is established as contemplated by Section 301 to be applicable
    to Securities of any series or any covenant applicable thereto (other than
    Section 1007), (i) the Company may omit to comply with any term, provision
    or condition of covenants established as contemplated by Section 301 and to which this Section 1004 is so established as applicable (other than Section 1007), and (ii) such omission shall be deemed not to be an Event of Default
pursuant to Section 501(4), in each case with respect to the Securities of that series, provided that the following conditions have been satisfied: 



        (1) the Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609) irrevocably (irrespective of whether the conditions in
    subparagraphs (2), (3), (4), (5), (6) and (7) below have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph of Section 1003), as trust funds in trust, specifically pledged as security for, and dedicated solely to,
    the benefit of the Holders of the Securities of that series, with reference to this Section 1004, (A) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities are then payable, or
    (B) with respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the
    opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars,
    sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
    to pay and discharge (i) the principal (and premium, if any) and each installment of principal (and premium, if any) and interest on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and
    (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; 




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       (2) such deposit will not
      result in a breach or violation of, or constitute a default under, this Indenture
      or any other material agreement or instrument to which the Company is a party
      or by which it is bound; 

        (3) no Event of Default
      or event which with the giving of notice or lapse of time, or both, would
      become an Event of Default with respect to the Securities of that series
      shall have occurred and be continuing on the date of such deposit and no
      Event of Default under Section 501(6) or Section 501(7) or event which with
      the giving of notice or lapse of time, or both, would become an Event of
      Default under Section 501(6) or Section 501(7) shall have occurred and be
      continuing on the 121st day after such date; 





        (4) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities will not recognize income, gain or loss for Liberian income
    tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such
    defeasance or covenant defeasance, as applicable, had not occurred; 

        (5) the Company has 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 United States federal income
    tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and
    defeasance had not occurred; and 

        (6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance as contemplated
    by this Section have been complied with. 




     Opinions required to be delivered under this Section may have qualifications customary for opinions of the types required. 

Section 1005. Statement as to Compliance.
     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate,
stating whether or not to the best knowledge of the signers thereof the Company
is in compliance 

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    with all conditions and covenants of this Indenture (without
  regard to any period of grace or requirement of notice provided hereunder).
    Such certificate shall contain a certification from the principal executive
    officer, principal financial officer or principal accounting officer of the
    Company as to his or her knowledge of the Company’s compliance with all conditions
  and covenants under this Indenture (without regard to any period of grace or
  requirement of notice provided hereunder). Such Officers’ Certificate
need not comply with Section 102 of this Indenture. 

Section 1006. Waiver of Certain Covenants.


     The Company may omit in any particular instance to comply with any term, provision or condition of the covenants established as contemplated by Section 301 with respect to the Securities of any
series, except to the extent the terms of such Securities established as contemplated by Section 301 make this Section 1006 inapplicable to any such term, provision or condition of any such covenant if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect. 

Section 1007. Additional Amounts.
     This Section 1007 applies to the Securities of all series except to the extent, if any, otherwise expressly established as contemplated by Section 301 with respect to the Securities of any series.



     All payments made by the Company with respect to the Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost,
assessment, or other governmental charge imposed or levied by or on behalf of the government of the jurisdiction of organization of the Company or by any authority or agency therein having power to tax (hereinafter “Taxes”), unless the
Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount from, for or on account of Taxes from any payment made under or with respect to
the Securities, the Company will pay such additional amounts (the “Additional Amounts”)
as may be necessary so that the net payment received by each 

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holder of the Securities (including Additional Amounts) after
such withholding or deduction will not be less than the amount the holder of
the Securities would have received if such Taxes had not been withheld or deducted; provided,
that no Additional Amounts will be payable with respect to a payment made to
a holder of the Securities which is subject to such Taxes by reason of its being
connected with the government of the jurisdiction of organization of the Company
or territory thereof otherwise than by the mere holding of the Securities or
the receipt of payments thereunder (referred to herein as an “Excluded Holder”); provided, further, that no Additional Amounts will be payable with respect to a payment
made to a Holder of Securities, if the Company would not be required to withhold
or deduct any amount from or on account of taxes from any payment made to such
Holder, if such Holder filed a form with the relevant government with
no other consequence to such Holder. The Company will also (1) make such withholding
or deduction and (2) remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law. The Company will furnish the Holders
of the Securities, within 30 days after the date the payment of any Taxes is
due pursuant to applicable law, certified copies of tax receipts evidencing such
payment by the Company. The Company will indemnify and hold harmless each Holder
of the Securities and upon written request reimburse each Holder for the amount
of any (i) Taxes levied or imposed and paid by such Holder of the Securities
as a result of payments made with respect to the Securities (other than an Excluded
Holder), (ii) liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, and (iii) Taxes imposed with respect to any
reimbursement pursuant to this covenant. 


     At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such
payments, the Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to Holders of the Securities on the payment date. Notwithstanding anything to the contrary contained in this Indenture, the Company will pay all Additional Amounts as such Additional Amounts become known to the Company.



     Whenever in the Indenture or any Security there is mentioned, in any context, the payment of the principal, premium, if any, or interest in respect of such Security or overdue principal or overdue
interest, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention thereof in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). 


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     The obligations of the Company
    under this Section 1007 shall survive the termination of the Indenture and
    the payment of all amounts under or with respect to the Securities. 


    ARTICLE ELEVEN

  REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.


     Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms established as contemplated by Section 301 and (except as otherwise
expressly established as contemplated by Section 301 in respect of Securities of such series) in accordance with this Article. 


Section 1102. Election to Redeem; Notice to Trustee.


     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or by action taken pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 


Section 1103. Selection by Trustee of Securities to Be Redeemed.


     If less than all the Securities
of any series are to be redeemed (unless all of the Securities of such series
and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not less than 30 nor more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to 

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the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series. If less than all of the Securities of such series
and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence. 


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


     For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

Section 1104. Notice of Redemption.
     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register. 

All notices of redemption shall state:

        (1) the Redemption Date, 

        (2) the Redemption Price, 

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

        (4) in the case of a Security to be redeemed in part, the principal amount of such Security to be redeemed and that after the Redemption Date upon surrender of such Security, new Security or
    Securities in the aggregate principal amount equal to the unredeemed portion thereof will be issued, 

    




65














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

        (6) the place or places
      where such Securities are to be surrendered for payment of the Redemption
      Price,

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

        (8) the CUSIP number, if any, relating to the Securities. 




     Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the
Company. 

Section 1105. Deposit of Redemption Price.
     On or before 10:00 a.m. New York City time on any Redemption Date, 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 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.



Section 1106. Securities Payable on Redemption Date.


     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued interest) 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, together with accrued interest to the Redemption Date; provided, however, that, except as
otherwise provided with respect to Securities convertible into Common Stock or Preferred Stock and unless otherwise 

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specified as contemplated by Section 301, installments
    of interest whose Stated Maturity is on or prior to the Redemption Date shall
    be payable to the Holders of such Securities, or one or more Predecessor
    Securities, registered as such at the close of business on the relevant Record
    Dates according to their terms and the provisions of Section 307. 

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

Section 1107. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series and of like tenor, 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. 

Section 1108. Right of Redemption.
     This Section 1108 applies to the Securities of all series except to the extent, if any, otherwise expressly established as contemplated by Section 301 with respect to the Securities of any series.



     If as a result of any change in, or amendment to, (i) the laws (including any regulations promulgated thereunder) of Liberia (or any political subdivision or taxing authority thereof or therein) or
(ii) the laws (including any regulations promulgated thereunder) of any jurisdiction in which the Company is organized (or any political subdivision or taxing authority thereof or therein), it is determined by the Company based upon an Opinion of
Counsel that as a result of any change in, or amendment to, any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the date of this
Indenture, the Company would be required to pay an Additional Amount in accordance with Section 1007 hereof, then the Company may, at its option, on giving not less than 30 days’ nor more than 60 days’ notice (which shall be irrevocable)
redeem the Securities in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount plus accrued interest to the date fixed for redemption provided that (a) no notice of redemption may be given more than 90 days
prior to the earliest date on 

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which the Company would be obligated to pay Additional
    Amounts and (b) at the time such notice of redemption is given, the obligation
    to pay Additional Amounts remains in effect. 




ARTICLE TWELVE

  SINKING FUNDS

Section 1201. Applicability of Article.


     The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such
series. 


     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 sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 


Section 1202. Satisfaction of Sinking Fund Payments with Securities.


     The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. 


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Section 1203. Redemption of Securities
for Sinking Fund.

      Not less than 60 days prior
    to each sinking fund payment date for any series of Securities, the Company
    will deliver to the Trustee an Officers’ Certificate specifying the
    amount of the next ensuing sinking fund payment for that series pursuant
    to the terms of that series, the portion thereof, if any, which is to be
    satisfied by payment of cash in the currency or currencies, currency unit
    or units or composite currency or currencies in which
    the Securities of such series are payable (except as otherwise specified
    pursuant to Section 301 for the Securities of such series) and the portion
    thereof, if any, which is to be satisfied by delivering and crediting Securities
    of that series pursuant to Section 1202 and will also deliver to the Trustee
    any Securities to be so delivered. Not less than 30 and not more than 60
    days before each such sinking fund payment date the Trustee shall select
    the Securities to be redeemed upon such sinking fund payment date in the
    manner specified in Section 1103 and cause notice of the redemption thereof
    to be given in the name of and at the expense of the Company in the manner
    provided in Section 1104. Such notice having been duly given, the redemption
    of such Securities shall be made upon the terms and in the manner stated
    in Sections 1106 and 1107.

	




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

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above
written. 


  	 ROYAL CARIBBEAN CRUISES LTD.
	 	 	 
	By:	/S/
          THOMAS P. MARTIN
	 	

	 	Name:	Thomas P. Martin 
	 	Title:	Senior Vice President
          and Treasurer 







  	 THE BANK OF NEW YORK TRUST
	COMPANY, N.A.
	 	 	 
	By:	/S/ PHILIP
          L. WATSON 
	 	

	 	Name:	Philip
          L. Watson
	 	Title:	Vice
          President 























	
STATE OF GEORGIA	
)
        	

        
	

        	
)	
ss.:
        
	
COUNTY OF FULTON	)	

        



     On the 31st day of July, 2006, before me personally came Thomas P. Martin, to me known, who, being by me duly sworn, did depose and say that he is Senior Vice President and Treasurer of ROYAL
CARIBBEAN CRUISES LTD., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. 

	 	/S/ MARGARET B. JEFFREY
	 	

	 	 Name: Margaret B. Jeffrey 




Notary Public 

State of Georgia 

My Commission expires on April
4, 2010













	 STATE OF GEORGIA	 ) 	 
	 	 )	 ss.: 
	 COUNTY OF DEKALB	)	 



     On the 31st day of
July, 2006, before me personally came
Philip L. Watson
, to me known, who, being by me duly sworn, did depose and say that he is Philip
L. Watson of THE BANK OF NEW YORK TRUST COMPANY, N.A., one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said corporation;
and that he signed his name thereto by like authority. 

	 	/S/ MARGARET B. JEFFREY
	 	

	 	 Name: Margaret B. Jeffrey 


Notary Public 

  State of Georgia 

  My Commission expires on April
  4, 2010