Exhibit
4.2

     

    
      

      

    

    
 

     

     

    
      PATRIOT
COAL CORPORATION

       

      


       

      and

       

      


       

      Wilmington Trust Company, Trustee

       

      


       

      


       

      FORM
OF INDENTURE

       

      


       

      Dated as
of __________,
____

       

      


       

      ___________

       

       

       

       

      
        


        
          

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     

    
      TABLE
OF CONTENTS

      


      
        	 
      	
                Page

              
	 	 
	
                ARTICLE
      1

              
	
                DEFINITIONS

              
	 	 
	
                Section
      1.01. Certain Terms
      Defined

              	
                1

              
	 	 
	
                ARTICLE
      2

              
	
                SECURITIES

              
	 	 
	
                Section
      2.01. Forms
      Generally

              	
                5

              
	
                Section
      2.02. Form of
      Certification of Authentication

              	
                5

              
	
                Section
      2.03. Amount Unlimited;
      Issuable in Series

              	
                5

              
	
                Section
      2.04. Authentication and
      Delivery of Securities

              	
                7

              
	
                Section
      2.05. Execution of
      Securities

              	
                8

              
	
                Section
      2.06. Certificate of
      Authentication

              	
                9

              
	
                Section
      2.07. Denomination and
      Date of Securities; Payments of Interest

              	
                9

              
	
                Section
      2.08. Registration,
      Transfer and Exchange

              	
                10

              
	
                Section
      2.09. Mutilated,
      Defaced, Destroyed, Lost and Stolen Securities

              	
                11

              
	
                Section
      2.10. Cancellation of
      Securities; Destruction Thereof

              	
                12

              
	
                Section
      2.11. Temporary
      Securities

              	
                12

              
	
                Section 2.12.
      Global Securities

              	13
	 	 
	
                ARTICLE
      3

              
	
                COVENANTS OF THE ISSUER AND THE TRUSTEE

              
	 	 
	
                Section
      3.01. Payment of
      Principal and Interest

              	
                13

              
	
                Section
      3.02. Offices for
      Payments, etc

              	
                13

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

              	
                13

              
	
                Section
      3.04. Paying
      Agents

              	
                14

              
	
                Section
      3.05. Certificate of the
      Issuer

              	
                15

              
	
                Section
      3.06. Securityholders
      Lists

              	
                15

              
	
                Section
      3.07. Reports by the
      Issuer

              	
                15

              
	
                Section
      3.08. Reports by the
      Trustee

              	
                15

              
	 	 
	
                ARTICLE
      4

              
	
                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

              
	 	 
	
                Section
      4.01. Event of Default;
      Acceleration of Maturity; Waiver of Default

              	
                16

              
	
                Section
      4.02. Collection of
      Indebtedness by Trustee; Trustee May Prove Debt

              	
                18

              
	
                Section
      4.03. Application of
      Proceeds

              	
                21

              
	
                Section
      4.04. Suits for
      Enforcement

              	
                22

              
	
                Section
      4.05. Restoration of
      Rights on Abandonment of Proceedings

              	
                22

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                Page

              
	 	 
	
                Section
      4.06. Limitations on
      Suits by Securityholder

              	
                22

              
	
                Section
      4.07. Unconditional
      Right of Securityholders to Institute Certain Suits

              	
                23

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

              	
                23

              
	
                Section
      4.09. Control by
      Securityholders

              	
                23

              
	
                Section
      4.10. Waiver of Past
      Defaults

              	
                24

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

              	
                24

              
	
                Section
      4.12. Right of Court to
      Require Filing of Undertaking to Pay Costs

              	
                25

              
	 	 
	
                ARTICLE
      5

              
	
                CONCERNING THE TRUSTEE

              
	 	 
	
                Section
      5.01. Duties and
      Responsibilities of the Trustee; During Default; Prior
      to Default

              	
                25

              
	
                Section
      5.02. Certain Rights of
      the Trustee

              	
                27

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

              	
                29

              
	
                Section
      5.04. Trustee and Agents
      May Hold Securities; Collections, etc

              	
                29

              
	
                Section
      5.05. Moneys Held by
      Trustee

              	
                29

              
	
                Section
      5.06. Compensation and
      Indemnification of Trustee and Its Prior Claim

              	
                29

              
	
                Section
      5.07. Right of Trustee
      to Rely on Officers  Certificate, etc

              	
                30

              
	
                Section
      5.08. Persons Eligible
      for Appointment as Trustee

              	
                30

              
	
                Section
      5.09. Resignation and
      Removal; Appointment of Successor Trustee

              	
                30

              
	
                Section
      5.10. Acceptance of
      Appointment by Successor

              	
                32

              
	
                Section
      5.11. Merger,
      Conversion, Consolidation or Succession to Business of
      Trustee

              	
                33

              
	
                Section
      5.12. Indenture Not
      Creating Potential Conflicting Interests For The
      Trustee

              	
                33

              
	 	 
	
                ARTICLE
      6

              
	
                CONCERNING THE SECURITYHOLDERS

              
	 	 
	
                Section
      6.01. Evidence of Action
      Taken by Securityholders

              	
                34

              
	
                Section
      6.02. Proof of Execution
      of Instruments and of Holding of Securities;
      Record Date

              	
                34

              
	
                Section
      6.03. Holders to Be
      Treated as Owners

              	
                34

              
	
                Section
      6.04. Securities Owned
      by Issuer Deemed Not Outstanding

              	
                35

              
	
                Section
      6.05. Right of
      Revocation of Action Taken

              	
                35

              


      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                Page

              
	 	 
	
                ARTICLE
      7

              
	
                SUPPLEMENTAL INDENTURES

              
	 	 
	
                Section
      7.01. Supplemental
      Indentures Without Consent of Securityholders

              	
                36

              
	
                Section
      7.02. Supplemental
      Indentures With Consent of Securityholders

              	
                37

              
	
                Section
      7.03. Effect of
      Supplemental Indenture

              	
                38

              
	
                Section
      7.04. Documents to Be
      Given to Trustee

              	
                39

              
	
                Section
      7.05. Notation on
      Securities in Respect of Supplemental Indentures

              	
                39

              
	 	 
	
                ARTICLE
      8

              
	
                CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

              	
                39

              
	
                Section
      8.02. Successor
      Corporation Substituted

              	
                40

              
	
                Section
      8.03. Opinion of Counsel
      to Trustee

              	
                40

              
	 	 
	
                ARTICLE
      9

              
	
                SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

              
	 	 
	
                Section
      9.01. Satisfaction and
      Discharge of Indenture

              	
                41

              
	
                Section
      9.02. Application by
      Trustee of Funds Deposited for Payment of Securities

              	
                41

              
	
                Section
      9.03. Repayment of
      Moneys Held by Paying Agent

              	
                42

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

              	
                42

              
	 	 
	
                ARTICLE
      10

              
	
                MISCELLANEOUS PROVISIONS

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

              	
                42

              
	
                Section
      10.02. Provisions of
      Indenture for the Sole Benefit of Parties and Securityholders

              	
                43

              
	
                Section
      10.03. Successors and
      Assigns of Issuer Bound by Indenture

              	
                43

              
	
                Section
      10.04. Notices and
      Demands on Issuer, Trustee and Securityholders

              	
                43

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

              	
                44

              
	
                Section
      10.06. Payments Due on
      Saturdays, Sundays and Holidays

              	
                45

              
	
                Section
      10.07. Conflict of any
      Provision of Indenture with Trust Indenture Act
      of 1939

              	
                45

              
	
                Section
      10.08. New York Law to
      Govern

              	
                45

              
	
                Section
      10.09.
      Counterparts

              	
                45

              
	
                Section
      10.10. Effect of
      Headings

              	
                45

              


      

      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      


      
        	 
      	
                Page

              
	 	 
	
                ARTICLE
      11

              
	
                REDEMPTION OF SECURITIES AND SINKING FUNDS

              
	 	 
	
                Section
      11.01. Applicability of
      Article

              	
                45

              
	
                Section
      11.02. Notice of
      Redemption; Partial Redemptions

              	
                46

              
	
                Section
      11.03. Payment of
      Securities Called for Redemption

              	
                47

              
	
                Section
      11.04. Exclusion of
      Certain Securities from Eligibility for Selection for
      Redemption

              	
                48

              
	
                Section
      11.05. Mandatory and
      Optional Sinking Funds

              	
                48

              
	 	 
	
                ARTICLE
      12

              
	
                DEFEASANCE

              
	 	 
	
                Section
      12.01. Issuer s Option
      to Effect Defeasance

              	
                50

              
	
                Section
      12.02. Defeasances and
      Discharge

              	
                51

              
	
                Section
      12.03. Covenant
      Defeasance

              	
                51

              
	
                Section
      12.04. Conditions to
      Defeasance

              	
                52

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

              	
                53

              
	 	 
	Exhibit
      A –
      Form of Note	 


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

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

       

      W
I T N E S S E T H:

       

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

       

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

       

      NOW,
THEREFORE:

       

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

       

       

      ARTICLE
1

      Definitions

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

         

      

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

       

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

         

      

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

       

      “Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented
as herein provided, as so amended or supplemented or both, and shall include the
forms and terms of particular series of Securities established as contemplated
hereunder.

       

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

       

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

       

      “Officers’ Certificate” means a
certificate signed by the chairman of the Board of Directors or the president or
any vice president and by the treasurer or 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      the
secretary or any assistant secretary of the Issuer and delivered to the
Trustee.  Each such certificate shall comply with Section 314 of the
Trust Indenture Act of 1939 and include the statements provided for in Section
10.05.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

      ARTICLE
2

      Securities

       

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

       

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

       

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

       

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

       

      
        	 	
                [_____________],

                as
      [Trustee/Authenticating Agent]

              	 
	 	 	 
	 	 	 
	 	
                By:

              	 
      	 
	 	 
      	
                Authorized
      Officer

              	 


      

      


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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (b) any limit
upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09,
2.11
or 11.03);

       

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

       

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

       

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

       

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

       

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

       

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

       

      (i) if other
than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      declaration
of acceleration of the maturity thereof pursuant to Section
4.01 or provable in bankruptcy pursuant to Section
4.02;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
2.04 .  Authentication and
Delivery of Securities.  At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by both (a) the
Chairman of its Board of Directors, or any vice chairman of its Board of
Directors, or its president or any vice president and (b) by its treasurer or
any assistant treasurer, without any further action by the Issuer.  In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities the Trustee shall be
entitled to receive, and (subject to Section
5.01) shall be fully protected in relying upon:

       

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

       

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

       

      (c) an
executed supplemental indenture, if any;

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      (f) if the
Securities being issued are Original Issue Discount Securities, an Officers’
Certificate of the Issuer setting forth the Yield to Maturity for such
Securities and any other facts required to compute amounts due on acceleration,
unless such Yield to Maturity and other facts are specified in the form of
Security.

       

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

       

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

       

      
        
          
          

        

        
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      seal or
any such signature shall not affect the validity or enforceability of any
Security that has been duly authenticated and delivered by the
Trustee.

       

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

       

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

       

      Section
2.07 .  Denomination and Date
of Securities; Payments of Interest.  The Securities
shall be issuable as registered securities without coupons and in denominations
as shall be specified as contemplated by Section
2.03.  In the absence of any such specification with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any multiple thereof.  The
Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Issuer executing
the same may determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.

       

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

       

      The
person in whose name any Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding any
transfer or exchange of such Security subsequent to the record date and prior to
such interest payment date, except if and to the extent the Issuer shall default
in the payment of the interest due on such interest payment date for such
series, in which case such defaulted interest shall be paid to the persons in
whose names Outstanding 

       

      
        
          
          

        

        
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      Securities
for such series are registered at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Securities not less than 15 days
preceding such subsequent record date.  The term “record date” as used with
respect to any interest payment date (except a date for payment of defaulted
interest) shall mean the date specified as such in the terms of the Securities
of any particular series, or, if no such date is so specified, if such interest
payment date is the first day of a calendar month, the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the first day of such calendar month, whether or not such
record date is a Business Day.

       

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

       

      Upon
due presentation for registration of transfer of any Security of any series at
any such office or agency to be maintained for the purpose as provided in Section
3.02, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series in authorized denominations for a like aggregate
principal amount.

       

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

       

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

       

      The
Issuer and the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection 

       

      
        
          
          

        

        
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      with any
exchange or registration of transfer of Securities and any other expenses
(including the fees and expenses of the Trustee).  No service charge
shall be made for any such transaction.

       

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

       

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

       

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

         

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

         

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

         

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

      

       

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

       

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

       

      
        
          
          

        

        
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      satisfaction
of the destruction, loss or theft of such Security and of the ownership
thereof.

       

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

       

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

       

      Section
2.11 .  Temporary
Securities.  Pending the
preparation of definitive Securities for any series, the Issuer may execute and
the Trustee shall authenticate and deliver temporary Securities for such series
(printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee, which may be in the form of a global
Security).  Temporary Securities of any series shall be
issuable without coupons, of any authorized denomination, and, subject to
the preceding sentence, substantially in the form of the definitive Securities
of such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee.  Temporary Securities may contain
such reference to any provisions of this Indenture as may be
appropriate.  Every temporary Security shall be executed by the Issuer
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  Without 

       

      
        
          
          

        

        
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      unreasonable
delay the Issuer shall execute and shall furnish definitive Securities of such
series and thereupon temporary Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section
3.02, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized
denominations.  Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.

       

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

         

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

         

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

         

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

      

       

      ARTICLE
3

      Covenants
of the Issuer and the Trustee

       

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

       

      Section
3.02 .  Offices for Payments,
etc.  So long as any
of the Securities remain Outstanding, the Issuer will maintain the following for
each series: an office or agency (a) where the Securities may be presented for
payment, (b) where the Securities may be presented for registration of transfer
and for exchange as in this Indenture provided and (c) where notices and demands
to or upon the Issuer in respect of the Securities or of this Indenture may be
served.  The Issuer will give to the Trustee written notice of the
location of any such office or agency and of any change of location
thereof.  Unless otherwise specified in accordance with Section
2.03, the Issuer shall designate the office to be maintained by it
for each such purpose.  In case the Issuer shall fail to so designate
or maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      If the
Issuer shall act as its own paying agent with respect to the Securities of any
Series, it will, on or before each due date of the principal of or interest on
the Securities of such series, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series a sum sufficient to pay
such principal or interest so becoming due.  The Issuer will promptly
notify the Trustee of any failure to take such action.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
4

      Remedies
of the Trustee and Securityholders on Event of Default

       

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

       

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

       

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

       

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

       

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

       

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

       

      (f) the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or


       

      
        
          
          

        

        
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      consent
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or for
any substantial part of its property, or make any general assignment for the
benefit of creditors; or

       

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

       

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

       

      The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any and all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, 

       

      
        
          
          

        

        
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      other
than the non-payment of the principal and interest of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein—then and in every such case the Holders of a
majority in aggregate principal amount of all the Securities of such series,
each series voting as a separate class, then Outstanding, by written notice to
the Issuer and to the Trustee, may waive all defaults with respect to such
series and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

       

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

       

      Section
4.02 .  Collection of
Indebtedness by Trustee; Trustee May Prove Debt.  The Issuer
covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise—then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

       

      
        
          
          

        

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

       

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

       

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

       

      (a) to file
and prove a claim or claims for the whole amount of principal and interest (or,
if the Securities of any series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Securities of any series, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities of any
series, or to the creditors or property of the Issuer or such other
obligor,

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      THIRD: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

       

      
        
          
          

        

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

       

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

       

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

       

      Section
4.06 .  Limitations on Suits by
Securityholder.  No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such indemnity satisfactory to it as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section
4.09; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of any series
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable
series.  For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

       

      Section
4.07 .  Unconditional Right of
Securityholders to Institute Certain Suits.  Notwithstanding
any other provision in this Indenture and any provision of any Security, the
right of any Holder of any Security to receive payment of the principal of and
interest on such Security on or after the respective due dates expressed in such
Security, or to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

       

      Section
4.08 .  Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default.  Except as
provided in Section
4.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Securityholders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

       

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

       

      Section
4.09 .  Control by
Securityholders.  The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have
the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series by this Indenture;
provided that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture and provided further that (subject to the
provisions of Section
5.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, shall determine that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors, the executive committee, or a trust
committee of directors or 

       

      
        
          
          

        

        
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      responsible
officers of the Trustee shall determine that the action or proceedings so
directed would involve the Trustee in personal liability or if the Trustee in
good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all series so affected not joining in the giving of
said direction, it being understood that (subject to Section
5.01) the Trustee shall have no duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders.

       

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

       

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

       

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

       

      Section
4.11 .  Trustee to Give Notice
of Default, But May Withhold in Certain Circumstances.  The Trustee
shall give to the Securityholders of any series, as the names and addresses of
such Holders appear on the registry books, notice by mail of all defaults known
to the Trustee which have occurred with respect to such series, such notice to
be transmitted within 45 days after the occurrence thereof, unless such defaults
shall have been cured or waived before the giving of such notice (the term
“default” or “defaults” for the purposes of this section being hereby defined to
mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of or interest on any of the
Securities of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the 

       

      
        
          
          

        

        
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      executive
committee, or a trust committee of directors or trustees and/or responsible
officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

       

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

       

       

      ARTICLE
5

      Concerning
the Trustee

       

      Section
5.01 .  Duties and
Responsibilities of the Trustee; During Default; Prior to Default.  With respect to
the Holders of any series of Securities issued hereunder, the Trustee, prior to
the occurrence of an Event of Default with respect to the Securities of a
particular series and after the curing or waiving of all Events of Default which
may have occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this
Indenture.  In case an Event of Default with respect to the Securities
of a series has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      (c) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with this Indenture or at
the direction of the Holders pursuant to Section
4.09 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising or omitting to
exercise any trust or power conferred upon the Trustee, under this
Indenture.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (d) the
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture or to institute, conduct or defend any litigation
hereunder or in connection hereto at the request, order or direction of any of
the Securityholders pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby;

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (l) anything
in this Indenture to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including, but not limited to, lost 

       

      
        
          
          

        

        
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      profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

       

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

       

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

       

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

       

      Section
5.06 .  Compensation and
Indemnification of Trustee and Its Prior Claim.  The Issuer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except to the extent any such expense, disbursement
or advance may arise from its negligence or bad faith.  The Issuer
also covenants to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and the performance of its duties hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
connection with the exercise or performance of any of its powers or duties


       

      
        
          
          

        

        
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      hereunder,
except to the extent such loss liability or expense is due to the negligence or
bad faith of the Trustee or such predecessor Trustee.  The obligations
of the Issuer under this section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this
Indenture.  Such additional indebtedness shall be a senior claim to
that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities, and the Securities are hereby subordinated to such senior
claim.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      then, in
any such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series.  Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
6

      Concerning
the Securityholders

       

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

       

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

       

      Section
6.03 .  Holders to Be Treated
as Owners.  The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the
contrary.  All such payments so made to any such person, or upon his
order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such
Security.

       

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

         

      

      
        
          
          

        

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

       

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

       

      
        
          
          

        

        
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      be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities
affected by such action.

       

       

      ARTICLE
7

      Supplemental
Indentures

       

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

       

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

       

      (b) to
evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Issuer pursuant to Article
8;

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      The
Trustee is hereby authorized to join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

       

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

       

      Section
7.02 .  Supplemental Indentures
With Consent of Securityholders.  With the consent
(evidenced as provided in Article
6) of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of a series affected
by such supplemental indenture, the Issuer, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of such series; provided, that no such
supplemental indenture shall (a) extend the 

       

      
        
          
          

        

        
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      final
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or alter or waive any
amount payable on redemption thereof or alter or waive the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section
4.01 or the amount thereof provable in bankruptcy pursuant to Section
4.02, or change the currency in which principal or interest is paid,
or impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder without the consent of the Holder of each
Security of such series so affected, or waive a payment default with respect to
the Securities or any guarantee, or adversely affect the ranking of the
Securities of any series, or release any guarantor from any of its obligations
under its guarantee or the Indenture, except in compliance with the terms of the
Indenture, (b) reduce the aforesaid percentage of Securities of such
series, the consent of the Holders of which is required for any amendment,
supplemental indenture, or waiver or consent to take any action without the
consent of the Holders of each Security of such series so affected.

       

      Upon the
request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section
6.01, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

       

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

       

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

       

      Section
7.03 .  Effect of Supplemental
Indenture.  Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the 

       

      
        
          
          

        

        
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      respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuer and the Holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

       

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

       

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

       

       

      ARTICLE
8

      Consolidation,
Merger, Sale or Conveyance

       

      Section
8.01 .  Issuer May Consolidate, etc, on Certain
Terms.  The Issuer covenants that it will not consolidate or
combine with or merge with or into or, directly or indirectly, sell, assign,
convey, lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any Person or Persons in a single transaction through a
series of transactions, unless (i) either the Issuer shall be the continuing
Person, or the successor Person shall be a corporation organized and existing
under the laws of the United States of America or any State or territory thereof
and shall expressly assume all the Issuer’s obligations under the Indenture,
including but not limited to, the due and punctual payment of the principal of
and interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by, if required by law
to effectuate such assumption, a supplemental indenture, in form and substance
satisfactory to the Trustee, executed and delivered to the Trustee by such


       

      
        
          
          

        

        
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      Successor
Person, and (ii) immediately after giving effect to such transaction or series
of transactions on a pro forma basis, no default has occurred and is
continuing.

       

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

       

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

       

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

       

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

       

       

      ARTICLE
9

      Satisfaction
and Discharge of Indenture; Unclaimed Moneys

       

      Section
9.01 .  Satisfaction and
Discharge of Indenture.  If at any time
(a) the Issuer shall have delivered to the Trustee for cancellation all
securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section
2.09) or (b) (i) all the securities of such series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year and the Issuer has
made irrevocable arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the Issuer’s name, at the Issuer’s
expense, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds sufficient funds to pay and
discharge the entire Indebtedness on such series of Securities to pay principal
and interest (other than moneys repaid by the Trustee or any paying agent to the
Issuer in accordance with Section
9.04) at maturity or upon redemption all Securities of such series
(other than any Securities of such series which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section
2.09) not theretofore delivered to the Trustee for cancellation,
including principal and interest due or to become due on or prior to such date
of maturity as the case may be, and if, in any such case, the Issuer shall also
pay or cause to be paid all other sums payable hereunder by the Issuer with
respect to Securities of such series, then this Indenture shall cease to be of
further effect with respect to Securities of such series, and the Trustee, on
demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments stating that all conditions precedent under the Indenture relating
to the satisfaction and discharge of the Indenture have been complied with;
provided, that the
rights of Holders of the Securities to receive amounts in respect of principal
of and interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed.  The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

       

      Section
9.02 .  Application by Trustee
of Funds Deposited for Payment of Securities.  Subject to Section
9.04, all moneys deposited with the Trustee pursuant to Section
9.01 shall be held in trust and applied by it to the payment,


       

      
        
          
          

        

        
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      either
directly or through any paying agent (including the Issuer acting as its own
paying agent), to the Holders of the particular Securities of such series for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law.

       

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

       

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

       

       

      ARTICLE
10

      Miscellaneous
Provisions

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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


       

      
        
          
          

        

        
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      as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

       

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

       

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

       

      Section
10.07 .  Conflict of any
Provision of Indenture with Trust Indenture Act of 1939.  If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture by operation of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such
incorporated provision shall control.

       

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

       

      Section
10.09 .  Counterparts.  This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction
hereof.

       

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

       

       

      ARTICLE
11

      Redemption
of Securities and Sinking Funds

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      If less
than all the Securities of a series are to be redeemed, the Trustee shall redeem
such Securities pro rata, or shall select, in such manner as it shall


       

      
        
          
          

        

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

       

      Section
11.03 .  Payment of Securities
Called for Redemption.  If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 5.05
and 9.04,
such Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption.  On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided that any semiannual
payment of interest becoming due on the date fixed for redemption shall be
payable to the Holders of such Securities registered as such on the relevant
record date subject to the terms and provisions of Section
2.04 hereof.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      such
series in part at the option of the Issuer.  The amount of any sinking
fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section.  Any and all sinking fund moneys held on
the stated maturity date of the Securities of any particular series (or earlier,
if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Securities of such series at
maturity.

       

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

       

      The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities for such
series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Event of Default except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption.  Except
as aforesaid, any moneys in the sinking fund for such series at the time when
any such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article
4 and held for the payment of all such Securities.  In case
such Event of Default shall have been waived as provided in Section
4.09 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this section
to the redemption of such Securities.

       

       

      ARTICLE
12

      Defeasance

       

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

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (2) In the
case of an election under Section
12.02, the Issuer shall have delivered to the Trustee an Opinion of
Counsel stating that, under then applicable federal income tax law, the Holders
of the Outstanding Securities of such series will not recognize gain or loss for
federal income tax purposes as a result of the deposit, defeasance and discharge
to be effected and will be subject to the same federal income tax as would be
the case if the deposit, defeasance and discharge did not occur.

       

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

       

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

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section
9.01 or 12.04
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
Outstanding Securities of such series.

       

      If the
Trustee is unable to apply any money or U.S. Government Obligations in
accordance with Section
9.01 or 12.04
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section
9.01 

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      or 12.04;
provided that if the Issuer has made any
payment of principal of or interest on any Securities of such series because of
the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Securities of such series to receive such payment
from the money or U.S. Government Obligations held by the Trustee.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

       

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

       

      
        	 	
                PATRIOT
      COAL CORPORATION

              
	 	 
	 	 
	 	
                By:

              	 
      	 


      

       

      


      
        	
                [CORPORATE
      SEAL]

              	 	 
	
                Attest:

              	 	 
	 	 	 
	 	 	 
	
                By:

              	 
      	 	 


      

      


       

      
        	 	
                WILMINGTON
      TRUST COMPANY

              	 
	 	 	 
	 	 	 
	 	
                By:

              	 
      	 


      

       

      
 

      
        	
                [CORPORATE
      SEAL]

              
	
                Attest:

              
	 
	 
	
                By:

              	 	 	 
      


      

       

      
 

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      


      
        	
                STATE
      OF MISSOURI

              	
                )

              	 
      	 
	 
      	
                )

              	
                ss.:

              	 
	
                COUNTY
      OF [ACK-ISS-CNTY]

              	
                )

              	 
      	 


      

      


       

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

       

      [NOTARIAL
SEAL]

       

       

       

      
        	 	 
      	 
	 	
                Notary
      Public

              	 


      

      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      


      
        	
                STATE
      OF [ACK-TRS-STATE]

              	
                )

              	 
      	 
	 
      	
                )

              	
                ss.:

              	 
	
                COUNTY
      OF [ACK-TRS-CNTY]

              	
                )

              	 
      	 


      

      


       

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

       

      [NOTARIAL
SEAL]

       

       

       

      
        	 	 
      	 
	 	
                Notary
      Public

              	 


      

      
 

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

    

     

    
       Exhibit
A

       to
Form of Indenture

      


      REGISTERED

      


      No.

      PRINCIPAL
AMOUNT:    $ __________________

      


      [CUSIP
NO.
               ]

      


      


      PATRIOT
COAL CORPORATION

      [INTEREST
PROVISION] Note due ______________, ______

      


      [LEGEND
IN SUBSTANTIALLY THE FOLLOWING FORM:  THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY
A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      PATRIOT
COAL CORPORATION, a Delaware corporation, (the “Company” which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay

       

      [DEPOSITORY]

      [DEPOSITORY PAYMENT
INFORMATION]

      


      [DESCRIPTION
OF PRINCIPAL TERMS OF NOTE AS SET FORTH PURSUANT TO A RESOLUTION OF THE BOARD OF
DIRECTORS OR IN ONE OR MORE INDENTURES SUPPLEMENTAL]

      


      Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

       

      Unless
the Certificate of Authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

       

      
         

         

        
          	
                  PATRIOT
      COAL CORPORATION

                	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


        

         

      

      


      
         

        
          	Attest:	 
	 	 	 	 
	 	 
	 Name:	 	 
	 Title:	 	 


        

         

        

 

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

       

      CERTIFICATE
OF AUTHENTICATION

      


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

      


      WILMINGTON
TRUST COMPANY

      As Trustee

       

      
        
           

          
            	 	 	 	 
	By:	 	 
	 	
                    Authorized
      Signatory

                  	 
	 	 	 	 
	
                    Dated:

                  	 	 


          

           

        

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      [FORM OF
REVERSE OF NOTE]

      


      PATRIOT
COAL CORPORATION

      ____%
Note due _____________, ______

       

      [INTEREST
PROVISION] Note due ______________, ______

      


      This Note
is one of a duly authorized issue of securities of the Company (herein called
the “Notes”), issued and
to be issued as one series of debt securities of the Company under an Indenture,
dated as of ______, ______, as amended and supplemented from time to time (the
“Indenture”), between
Patriot Coal Corporation (the “Company”) and Wilmington Trust
Company, as Trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. In addition to
the Notes, the Company is authorized to issue an unlimited amount of debt
securities in one or more series under the Indenture.

       

      [DESCRIPTION
OF PRINCIPAL TERMS OF NOTE, INCLUDING AND/OR IN ADDITION TO THOSE SET FORTH
ABOVE OR ON FACE OF NOTE]

       

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

       

      All terms
used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        
          FORM OF
SCHEDULE TO GLOBAL NOTE

           

          Initial Principal
Amount

           

          $[Insert Initial principal
amount]

           

          
            	
                    
                      Date

                    

                  	 	
                    
                      Amount
      of Principal Purchased, Redeemed, Exchanged or
    Cancelled

                    

                  	 	
                    
                      Registration
      Number of Certificated Note Transferred and
Cancelled

                    

                  	 	
                    
                      Amount
      of Principal Increased Upon Transfer and Cancellation of Certificated
      Note

                    

                  	 	
                    
                      Amount
      of Principal Increased (Decreased) Upon Transfer Between Global
      Notes

                    

                  	 	
                    
                      Aggregate
      Principal Amount Remaining Following such Purchase, Redemption, Exchange
      or Cancellation

                    

                  
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


          

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      ASSIGNMENT

      


      


      FOR VALUE
RECEIVED, the undersigned hereby sell(s), assigns(s) and
transfer(s)

      unto 
___________________________________________________________________________________________

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

      


      
        
          

        

      

      (Please
Print or Type Name and Address

      Including
Postal Zip Code of Assignee)

      


       

      
        
          

        

      

      the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints

       

      
        

      

    

    
       

      
        
          

        

      

      to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

      


      Dated:_____________________________

      


      Signature
Guaranteed

       

      
        	
                Signature
      Guaranteed

              	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                NOTICE:  Signature
      must be guaranteed

              	 
      	
                NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the within Note in every particular, without alteration or
      enlargement or any change whatever.