ex4_3.htm


    Exhibit 4.3


      


       

       

       

       

       

       

       

       

       

       

       

      THE
SAVANNAH BANCORP, INC.

      


      TO

      


      [●],

      as
Trustee

      


      INDENTURE

      


      Dated as
of ___________, 2009

      


      SENIOR
DEBT SECURITIES

       

       

       

       

       

       

       

       

       

       

      


      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

       

      
        TABLE OF
CONTENTS

        


        
          	
                  ARTICLE
      ONE

                	
                  DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                	
                  1

                
	 	 	 
	
                     SECTION
      101.

                	
                  Definitions

                	
                  1

                
	
                     SECTION
      102.

                	
                  Compliance
      Certificates and Opinions

                	
                  12

                
	
                     SECTION
      103.

                	
                  Form
      of Documents Delivered to Trustee

                	
                  13

                
	
                     SECTION
      104.

                	
                  Acts
      of Holders

                	
                  13

                
	
                     SECTION
      105.

                	
                  Notices,
      etc., the Trustee and Company

                	
                  16

                
	
                     SECTION
      106.

                	
                  Notice
      to Holders; Waiver

                	
                  16

                
	
                     SECTION
      107.

                	
                  Effect
      of Headings and Table of Contents

                	
                  18

                
	
                     SECTION
      108.

                	
                  Successors
      and Assigns

                	
                  18

                
	
                     SECTION
      109.

                	
                  Separability
      Clause

                	
                  18

                
	
                     SECTION
      110.

                	
                  Benefits
      of Indenture

                	
                  18

                
	
                     SECTION
      111.

                	
                  No
      Personal Liability

                	
                  18

                
	
                     SECTION
      112.

                	
                  Governing
      Law

                	
                  18

                
	
                     SECTION
      113.

                	
                  Legal
      Holidays

                	
                  19

                
	 	 	 
	
                  ARTICLE
      TWO

                	
                  SECURITIES
      FORMS

                	
                  19

                
	 	 	 
	
                     SECTION
      201.

                	
                  Forms
      of Securities

                	
                  19

                
	
                     SECTION
      202.

                	
                  Form
      of Trustee’s Certificate of Authentication

                	
                  20

                
	
                     SECTION
      203.

                	
                  Securities
      Issuable in Global Form

                	
                  20

                
	 	 	 
	
                  ARTICLE
      THREE

                	
                  THE
      SECURITIES

                	
                  21

                
	 	 	 
	
                     SECTION
      301.

                	
                  Amount
      Unlimited: Issuable in Series

                	
                  21

                
	
                     SECTION
      302.

                	
                  Denominations

                	
                  26

                
	
                     SECTION
      303.

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  26

                
	
                     SECTION
      304.

                	
                  Temporary
      Securities

                	
                  29

                
	
                     SECTION
      305.

                	
                  Registration,
      Registration of Transfer and Exchange

                	
                  31

                
	
                     SECTION
      306.

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  34

                
	
                     SECTION
      307.

                	
                  Payment
      of Interest; Interest Rights Preserved

                	
                  36

                
	
                     SECTION
      308.

                	
                  Persons
      Deemed Owners

                	
                  38

                
	
                     SECTION
      309.

                	
                  Cancellation

                	
                  39

                
	
                     SECTION
      310.

                	
                  Computation
      of Interest

                	
                  39

                
	
                     SECTION
      311.

                	
                  CUSIP
      Numbers

                	
                  39

                
	 	 	 
	
                  ARTICLE
      FOUR

                	
                  SATISFACTION
      AND DISCHARGE

                	
                  40

                
	 	 	 
	
                     SECTION
      401.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  40

                
	
                     SECTION
      402.

                	
                  Application
      of Trust Funds

                	
                  41

                
	 	 	 
	
                  ARTICLE
      FIVE

                	
                  REMEDIES

                	
                  42

                
	 	 	 
	
                     SECTION
      501.

                	
                  Events
      of Default

                	
                  42

                
	
                     SECTION
      502.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  44

                
	
                     SECTION
      503.

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  45

                
	 
      	 
      	 
      


        

         
 


        
          
            - i
-

          

          
             


            
              

            

          

          
             


          

        


        


        
          	
                     SECTION
      504.

                	
                  Trustee
      May File Proofs of Claim

                	
                  46

                
	
                     SECTION
      505.

                	
                  Trustee
      May Enforce Claims Without Possession of Securities or
    Coupons

                	
                  47

                
	
                     SECTION
      506.

                	
                  Application
      of Money Collected

                	
                  47

                
	
                     SECTION
      507.

                	
                  Limitation
      on Suits

                	
                  48

                
	
                     SECTION
      508.

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
      any, Interest and Additional Amounts

                	
                  48

                
	
                     SECTION
      509.

                	
                  Restoration
      of Rights and Remedies

                	
                  49

                
	
                     SECTION
      510.

                	
                  Rights
      and Remedies Cumulative

                	
                  49

                
	
                     SECTION
      511.

                	
                  Delay
      or Omission Not Waiver

                	
                  49

                
	
                     SECTION
      512.

                	
                  Control
      by Holders of Securities

                	
                  49

                
	
                     SECTION
      513.

                	
                  Waiver
      of Past Defaults

                	
                  50

                
	
                     SECTION
      514.

                	
                  Waiver
      of Stay, Usury or Extension of Laws

                	
                  50

                
	
                     SECTION
      515.

                	
                  Undertaking
      for Costs

                	
                  50

                
	 	 	 
	
                  ARTICLE
      SIX

                	
                  THE
      TRUSTEE

                	
                  51

                
	 	 	 
	
                     SECTION
      601.

                	
                  Notice
      of Defaults

                	
                  51

                
	
                     SECTION
      602.

                	
                  Certain
      Duties, Responsibilities and Rights of Trustee

                	
                  51

                
	
                     SECTION
      603.

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  53

                
	
                     SECTION
      604.

                	
                  May
      Hold Securities

                	
                  53

                
	
                     SECTION
      605.

                	
                  Money
      Held in Trust

                	
                  54

                
	
                     SECTION
      606.

                	
                  Compensation
      and Reimbursement

                	
                  54

                
	
                     SECTION
      607.

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  55

                
	
                     SECTION
      608.

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  55

                
	
                     SECTION
      609.

                	
                  Acceptance
      of Appointment By Successor

                	
                  56

                
	
                     SECTION
      610.

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  58

                
	
                     SECTION
      611.

                	
                  Appointment
      of Authenticating Agent

                	
                  58

                
	
                     SECTION
      612.

                	
                  Certain
      Duties and Responsibilities

                	
                  60

                
	
                     SECTION
      613.

                	
                  Conflicting
      Interests

                	
                  60

                
	
                     SECTION
      614.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  60

                
	 	 	 
	
                  ARTICLE
      SEVEN

                	
                  HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	
                  60

                
	 	 	 
	
                     SECTION
      701.

                	
                  Disclosure
      of Names and Addresses of Holders

                	
                  60

                
	
                     SECTION
      702.

                	
                  Reports
      by Trustee

                	
                  61

                
	
                     SECTION
      703.

                	
                  Reports
      by Company

                	
                  61

                
	
                     SECTION
      704.

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  62

                
	 	 	 
	
                  ARTICLE
      EIGHT

                	
                  CONSOLIDATION,
      MERGER, SALE, LEASE OR CONVEYANCE

                	
                  62

                
	 	 	 
	
                     SECTION
      801.

                	
                  Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions

                	
                  62

                
	
                     SECTION
      802.

                	
                  Rights
      and Duties of Successor Corporation

                	
                  63

                


        


        
          
            - ii
-  

          

          
             


            
              

            

          

          
             


          

        


        


        
          	
                     SECTION
      803.

                	
                  Officers’
      Certificate and Opinion of Counsel

                	
                  63

                
	 	 	 
	
                  ARTICLE
      NINE

                	
                  SUPPLEMENTAL
      INDENTURES

                	
                  63

                
	 	 	 
	
                     SECTION
      901.

                	
                  Supplemental
      Indentures Without Consent of Holders

                	
                  63

                
	
                     SECTION
      902.

                	
                  Supplemental
      Indentures with Consent of Holders

                	
                  65

                
	
                     SECTION
      903.

                	
                  Execution
      of Supplemental Indentures

                	
                  67

                
	
                     SECTION
      904.

                	
                  Effect
      of Supplemental Indentures

                	
                  67

                
	
                     SECTION
      905.

                	
                  Conformity
      with Trust Indenture Act

                	
                  68

                
	
                     SECTION
      906.

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  68

                
	
                     SECTION
      907.

                	
                  Notice
      of Supplemental Indentures

                	
                  68

                
	 	 	 
	
                  ARTICLE
      TEN

                	
                  COVENANTS

                	
                  68

                
	 	 	 
	
                     SECTION
      1001.

                	
                  Payment
      of Principal, Premium or Make-Whole Amount, if any, Interest and
      Additional Amounts

                	
                  68

                
	
                     SECTION
      1002.

                	
                  Maintenance
      of Office or Agency

                	
                  69

                
	
                     SECTION
      1003.

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  70

                
	
                     SECTION
      1004.

                	
                  [Reserved]

                	
                  72

                
	
                     SECTION
      1005.

                	
                  Existence

                	
                  72

                
	
                     SECTION
      1006.

                	
                  Maintenance
      of Properties

                	
                  72

                
	
                     SECTION
      1007.

                	
                  [Reserved]

                	
                  72

                
	
                     SECTION
      1008.

                	
                  Payment
      of Taxes and Other Claims

                	
                  72

                
	
                     SECTION
      1009.

                	
                  Provision
      of Financial Information

                	
                  73

                
	
                     SECTION
      1010.

                	
                  Statement
      as to Compliance

                	
                  73

                
	
                     SECTION
      1011.

                	
                  Additional
      Amounts

                	
                  73

                
	
                     SECTION
      1012.

                	
                  Waiver
      of Certain Covenants

                	
                  74

                
	 	 	 
	
                  ARTICLE
      ELEVEN

                	
                  REDEMPTION
      OF SECURITIES

                	
                  75

                
	 	 	 
	
                     SECTION
      1101.

                	
                  Applicability
      of Article

                	
                  75

                
	
                     SECTION
      1102.

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  75

                
	
                     SECTION
      1103.

                	
                  Selection
      by Trustee of Securities to Be Redeemed

                	
                  75

                
	
                     SECTION
      1104.

                	
                  Notice
      of Redemption

                	
                  76

                
	
                     SECTION
      1105.

                	
                  Deposit
      of Redemption Price

                	
                  77

                
	
                     SECTION
      1106.

                	
                  Securities
      Payable on Redemption Date

                	
                  78

                
	
                     SECTION
      1107.

                	
                  Securities
      Redeemed in Part

                	
                  79

                
	 	 	 
	
                  ARTICLE
      TWELVE

                	
                  SINKING
      FUNDS

                	
                  79

                
	 	 	 
	
                     SECTION
      1201.

                	
                  Applicability
      of Article

                	
                  79

                
	
                     SECTION
      1202.

                	
                  Satisfaction
      of Sinking Fund Payments with Securities

                	
                  79

                
	
                     SECTION
      1203.

                	
                  Redemption
      of Securities for Sinking Fund

                	
                  80

                
	 	 	 
	
                  ARTICLE THIRTEEN

                	
                  REPAYMENT
      AT THE OPTION OF HOLDERS

                	
                  80

                
	 	 	 
	
                     SECTION
      1301.

                	
                  Applicability
      of Article

                	
                  80

                
	
                     SECTION
      1302.

                	
                  Repayment
      of Securities

                	
                  80

                
	
                     SECTION
      1303.

                	
                  Exercise
      of Option

                	
                  81

                
	
                     SECTION
      1304.

                	
                  When
      Securities Presented for Repayment Become Due and Payable

                	
                  81

                
	
                     SECTION
      1305.

                	
                  Securities
      Repaid in Part

                	
                  82

                


        



        
          
            - iii
-  

          

          
             


            
              

            

          

          
             


          

        

        


        
          	
                  ARTICLE
      FOURTEEN

                	
                  DEFEASANCE
      AND COVENANT DEFEASANCE

                	
                  83

                
	 	 	 
	
                     SECTION
      1401.

                	
                  Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance

                	
                  83

                
	
                     SECTION
      1402.

                	
                  Defeasance
      and Discharge

                	
                  83

                
	
                     SECTION
      1403.

                	
                  Covenant
      Defeasance

                	
                  84

                
	
                     SECTION
      1404.

                	
                  Conditions
      to Defeasance or Covenant Defeasance

                	
                  84

                
	
                     SECTION
      1405.

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

                	
                  86

                
	
                     SECTION
      1406.

                	
                  Reinstatement

                	
                  87

                
	 	 	 
	
                  ARTICLE
      FIFTEEN

                	
                  MEETINGS
      OF HOLDERS OF SECURITES

                	
                  88

                
	 	 	 
	
                     SECTION
      1501.

                	
                  Purposes
      for Which Meetings May Be Called

                	
                  88

                
	
                     SECTION
      1502.

                	
                  Call,
      Notice and Place of Meetings

                	
                  88

                
	
                     SECTION
      1503.

                	
                  Persons
      Entitled to Vote at Meetings

                	
                  88

                
	
                     SECTION
      1504.

                	
                  Quorum;
      Action

                	
                  89

                
	
                     SECTION
      1505.

                	
                  Determination
      of Voting Rights; Conduct and Adjournment of Meetings

                	
                  90

                
	
                     SECTION
      1506.

                	
                  Counting
      Votes and Recording Action of Meetings

                	
                  91

                
	
                     SECTION
      1507.

                	
                  Evidence
      of Action Taken by Holders

                	
                  91

                
	
                     SECTION
      1508.

                	
                  Proof
      of Execution of Instruments

                	
                  91

                
	 	 	 
	
                  ARTICLE
      SIXTEEN

                	
                  CONVERSION
      OR EXCHANGE OF SECURITES

                	
                  92

                
	 	 	 
	
                     SECTION
      1601.

                	
                  Applicability
      of Article

                	
                  92

                
	
                     SECTION
      1602.

                	
                  Election
      to Exchange; Notice to Trustee and Holders

                	
                  92

                
	
                     SECTION
      1603.

                	
                  No
      Fractional Shares

                	
                  92

                
	
                     SECTION
      1604.

                	
                  Adjustment
      of Exchange Rate

                	
                  93

                
	
                     SECTION
      1605.

                	
                  Payment
      of Certain Taxes Upon Exchange

                	
                  93

                
	
                     SECTION
      1606.

                	
                  Shares
      Free and Clear

                	
                  93

                
	
                     SECTION
      1607.

                	
                  Cancellation
      of Security

                	
                  94

                
	
                     SECTION
      1608.

                	
                  Duties
      of Trustee Regarding Exchange

                	
                  94

                
	
                     SECTION
      1609.

                	
                  Repayment
      of Certain Funds Upon Exchange

                	
                  94

                
	
                     SECTION
      1610.

                	
                  Exercise
      of Conversion Privilege

                	
                  95

                
	
                     SECTION
      1611.

                	
                  Effect
      of Consolidation or Merger on Conversion Privilege

                	
                  96

                


        


        
          
            - iv
-  

          

          
             


            
              

            

          

          
             


          

        

         

        THE
SAVANNAH BANCORP, INC.

        


        Reconciliation
and tie between Trust Indenture Act of 1939, as amended (the “TIA”), and
Indenture, dated as of ____________________, 20__.

        


        
          	
                  Trust
      Indenture Act Section

                	 
      	
                  Indenture

                
	
                   

                	 
      	
                  Section

                
	 
      	 
      	 
      
	
                  Section
      310

                	
                  (a)(1)

                	
                  607

                
	 
      	
                  (a)(2)

                	
                  607

                
	 
      	
                  (b)

                	
                  613

                
	
                  Section
      312

                	
                  (c)

                	
                  701

                
	
                  Section
      314

                	
                  (a)

                	
                  703

                
	 
      	
                  (a)(4)

                	
                  1010

                
	 
      	
                  (c)(1)

                	
                  102

                
	 
      	
                  (c)(2)

                	
                  102

                
	 
      	
                  (e)

                	
                  102

                
	
                  Section
      315

                	
                  (b)

                	
                  601

                
	
                  Section
      316

                	
                  (a)(last
      sentence)

                	
                  101

                
	 
      	 
      	
                  (“Outstanding”)

                
	 
      	
                  (a)(1)(A)

                	
                  502,512

                
	 
      	
                  (a)(1)(B)

                	
                  513

                
	 
      	
                  (b)

                	
                  508

                
	
                  Section
      317

                	
                  (a)(1)

                	
                  503

                
	 
      	
                  (a)(2)

                	
                  504

                
	
                  Section
      318

                	
                  (a)

                	
                  112

                
	 
      	
                  (c)

                	
                  112

                


        

        


        


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

        


        Attention
should also be directed to Section 318(c) of the TIA, which provides that the
provisions of Sections 310 to and including 317 of the TIA are a part of and
govern every qualified indenture, whether or not physically contained
therein.


        
          
            - v
-  

          

          
             


            
              

            

          

          
             


          

        



      INDENTURE

      


      INDENTURE,
dated as of _____, 20__, between THE SAVANNAH BANCORP, INC. a Georgia
corporation (hereinafter called the “Company”), having its principal office at
25 Bull Street, P.O. Box 188, Savannah, Georgia 31401 and [●], a [●]
corporation, as Trustee hereunder (hereinafter called the “Trustee”), having a
Corporate Trust Office at [●].

      


      RECITALS
OF THE COMPANY

      


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

      


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

      


      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

      


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

      


      


      ARTICLE
ONE

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

      


      SECTION
101.                                Definitions.

       

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

      


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

      


      (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein,
and the terms “cash transaction” and “self- liquidating paper,” as used in Trust
Indenture Act Section 311, shall have the meanings assigned to them in the
rules of the Commission adopted under the Trust Indenture Act;

       

      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and

      


      (4)           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.

      


      Certain
terms, used principally in Article Three, Article Five, Article Six and Article
Ten, are defined in those Articles.  In addition, the following terms
shall have the indicated respective meanings:

      


      “Act” has
the meaning specified in Section 104.

      


      “Additional
Amounts” means any additional amounts which are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such Holders in order
that they receive the amount they would have received as if such taxes had not
been imposed.

      


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

      


      “Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.

      


      “Authorized
Newspaper” means a newspaper, printed in the English language or in an official
language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place.  Whenever successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different Authorized Newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

      


      “Bankruptcy
Law” has the meaning specified in Section 501.

      


      “Bearer
Security” means a Security issued hereunder which is payable to
bearer.

      


      “Board of
Directors” means the Board of Directors of the Company, the executive committee
or any other committee or director of that board duly authorized to act for it
in respect hereof.

       

      
        
          
            
              -
2 -

            

             


          

          
             


            
              

            

          

          
             


          

        

      

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

      


      “Business
Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to any Securities pursuant to Section 301,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

      


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

      


      “Clearstream”
means Clearstream Banking, societé anonyme or its successor.

      


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

      


      “Common
Depository” has the meaning specified in Section 304(b).

      


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

      


      “Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by the President or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

      


      “Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than as
otherwise provided with respect to a Security pursuant to Section 301) as
provided by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit (or
composite currency) for the purposes for which it was established.

       

      
        
          
            
               

            

            - 3
-  

          

          
             


            
              

            

          

          
             


          

        

      

      “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at [●], or at any other time at such other address as
the Trustee may designate from time to time by notice to the
Holders.

      


      “Corporation”
includes corporations, associations, companies and business trusts.

      


      “Coupon”
means any interest coupon appertaining to a Bearer Security.

      


      “Custodian”
has the meaning set forth in Section 501.

      


      “Debt”
means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company, whether any such
indebtedness exists as of the date of the Indenture or is created, incurred or
assumed after such date:

      


      
        	
                (i)  

              	
                any
      debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture,
      or similar instrument (including purchase money obligations) whether or
      not given in connection with the acquisition of any business, property or
      assets, whether by purchase, merger, consolidation or otherwise, but shall
      not include any account payable or other obligation created or assumed in
      the ordinary course of business in connection with the obtaining of
      materials or services, or (c) which is a direct or indirect obligation
      which arises as a result of banker's acceptances or bank letters of credit
      issued to secure obligations of the Company, or to secure the payment of
      revenue bonds issued for the benefit of the Company, whether contingent or
      otherwise;

              


      

      


      
        	
                (ii)  

              	
                any
      debt of others described in the preceding clause (i) which the Company has
      guaranteed or for which it is otherwise
liable;

              


      

      


      
        	
                (iii)  

              	
                indebtedness
      secured by any mortgage, pledge, lien, charge, encumbrance or any security
      interest existing on property owned by the
  Company;

              


      

      


      
        	
                (iv)  

              	
                the
      obligation of the Company, as lessee under any lease of property that is
      or is required to be reflected on the Company's balance sheet as a
      capitalized lease in accordance with GAAP;
and

              


      

      


      
        	
                (v)  

              	
                any
      deferral, amendment, renewal, extension, supplement, modification or
      refunding of any liability of the kind described in any of the preceding
      clauses (i), (ii), (iii) and (iv);

              


      

      
        
          
            
               

            

            - 4
-  

          

          
             


            
              

            

          

          
             


          

        

      

      provided,
however, that, in computing indebtedness of the Company, there shall be excluded
any particular indebtedness if, (i) upon or prior to the maturity thereof, there
shall have been deposited with an unaffiliated depository in trust money (or
evidence of indebtedness if permitted by the instrument creating such
indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness as it becomes due (or, if applicable, as it may be redeemed prior
to its stated maturity in accordance with the terms, if any, regarding early
redemption set forth in the instrument governing such indebtedness), and the
amount so deposited shall not be included in any computation of the assets of
the Company and (ii) prior to such deposit the Company shall deliver an
Officers' Certificate to the Trustee which shall certify that such amount has
been so deposited with such depository.

      


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

      


      “Depository”
when used with respect to the Securities of or within any series issuable or
issued in whole or in part in global form, means the Person designated as
depository by the Company pursuant to Section 301 until a successor
Depository shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is then a
Depository hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

      


      “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for payment of
public and private debts.

      


      “DTC”
means The Depository Trust Company.

      


      “Euroclear”
means Euroclear Bank S.A. or its successor as operator of the Euroclear
System.

      


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

      


      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission.

      


      “Exchange
Rate Agent” unless otherwise specified with respect to Securities of or within
any series pursuant to Section 301, means a bank designated as such in
accordance with Section 301 (which may include any such bank acting as
Trustee).

      


      “Exchange
Rate Officer's Certificate” means a certificate in the form attached as Exhibit
B setting forth (i) the applicable market exchange rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount in the relevant
currency or currency unit), payable with respect to a Security of any series on
the basis of such market exchange rate or the applicable bid quotation, signed
by the Chief Financial Officer, Treasurer, or any Vice President of the
Company.

       

      
        
          
            
               

            

            - 5
-  

          

          
             


            
              

            

          

          
             


          

        

      

      “Expiration
Date” means any date designated as such pursuant to Section 104(h)
hereof.

      


      “Foreign
Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

      


      “GAAP”
means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided that
solely for purposes of any calculation required by the financial covenants
contained herein, “GAAP” shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent
basis.

      


      “Government
Obligations” means securities which are (i) direct obligations of the United
States of America or, if specified as contemplated by Section 301, the
government which issued the Foreign Currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America or,
if specified as contemplated by Section 301, such government which issued
the Foreign Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

      


      “Holder”
means, in the case of a Registered Security, the Person in whose name a Security
is registered in the Security Register and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, shall mean the
bearer thereof.

      


      “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by
Section 301; provided, however, that, if at any time more than one Person
is acting as Trustee under this instrument, “Indenture” shall mean, with respect
to any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

       

      
        
          
            
               

            

            - 6
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      “Interest”
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1011, includes such Additional
Amounts.

      


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

      


      “Make-Whole
Amount” means the amount, if any, in addition to principal which is required by
a Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be paid by the Company to the
Holder thereof in connection with any optional redemption or accelerated payment
of such Security.

      


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

      


      “Officers'
Certificate” means a certificate signed by the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

      


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

      


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

       

      
        
          
            
               

            

            - 7
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      
        	
                (i)  

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

              


      

      


      
        	
                (ii)  

              	
                Securities,
      or portions thereof, for whose payment or redemption or repayment at the
      option of the Holder money in the necessary amount and the required
      currency has been theretofore deposited with the Trustee or any Paying
      Agent (other than the Company) in trust or set aside and segregated in
      trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities and any coupons appertaining thereto;
      provided that, if such Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or other
      provision therefor satisfactory to the Trustee has been
    made;

              


      

      


      
        	
                (iii)  

              	
                Securities,
      except solely to the extent provided in Sections 1402 or 1403, as
      applicable, with respect to which the Company has effected defeasance
      and/or covenant defeasance as provided in Article
  Fourteen;

              


      

      


      
        	
                (iv)  

              	
                Securities
      which have been paid pursuant to Section 306 or in exchange for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to this Indenture, other than any such Securities in respect of
      which there shall have been presented to the Trustee proof satisfactory to
      it that such Securities are held by a bona fide purchaser in whose hands
      such Securities are valid obligations of the Company;
  and

              


      

      


      
        	
                (v)  

              	
                Securities
      converted or exchanged into other securities or property of the Company
      pursuant to or in accordance with this Indenture if the terms of such
      Securities provide for convertibility or exchange pursuant to
      Section 301; provided, however, that in determining whether the
      Holders of the requisite principal amount of the Outstanding Securities
      have given any request, demand, authorization, direction,
      notice,  consent or waiver hereunder or are present at a meeting
      of Holders for quorum  purposes, and for the purpose of making
      the calculations required by Trust Indenture Act Section 313, (i) the
      principal amount of an Original Issue Discount Security that may be
      counted in making such determination or calculation and that shall be
      deemed to be Outstanding for such purpose shall be equal to the amount of
      principal thereof that would be (or shall have been declared to be) due
      and payable, at the time of such determination, upon a declaration of
      acceleration of the maturity thereof pursuant to Section 502, (ii)
      the principal amount of any Security denominated in a Foreign Currency
      that may be counted in making such determination or calculation and that
      shall be deemed Outstanding for such purpose shall be equal to the Dollar
      equivalent, determined pursuant to Section 301 as of the date such
      Security is originally issued by the Company as set forth in an Exchange
      Rate Officer's Certificate delivered to the Trustee, of the principal
      amount (or, in the case of an Original Issue Discount Security, the Dollar
      equivalent as of such date of original issuance of the amount determined
      as provided in clause (i) above) of such Security, (iii) the principal
      amount of any Indexed Security that may be counted in making such
      determination or calculation and that shall be deemed outstanding for such
      purpose shall be equal to the principal face amount of such Indexed
      Security at original issuance, unless otherwise provided with respect to
      such Indexed Security pursuant to Section 301, and (iv) Securities
      owned by the Company or any other obligor upon the Securities or any
      Affiliate of the Company or of such other obligor shall be disregarded and
      deemed not to be Outstanding, except that, in determining whether the
      Trustee shall be protected in making such calculation or in relying upon
      any such request, demand, authorization, direction, notice, consent or
      waiver, only Securities which a Responsible Officer of the Trustee
      actually knows to be so owned shall be so
      disregarded.  Securities so owned which have been pledged in
      good faith may be regarded as Outstanding if the pledgee establishes to
      the satisfaction of the Trustee the pledgee's right so to act with respect
      to such Securities and that the pledgee is not the Company or any other
      obligor upon the Securities or any Affiliate of the Company or of such
      other obligor.

              


      

      
        
          
            
               

            

            - 8
-  

          

          
             


            
              

            

          

          
             


          

        



      “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any), interest or any other payments on any
Securities, or coupons on behalf of the Company, or if no such Person is
authorized, the Company.

      


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

      


      “Place of
Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole
Amount, if any), interest and any other payment on such Securities are payable
as specified as contemplated by Sections 301 and 1002.

      


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

      


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

       

      
        
          
            
               

            

            - 9
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


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

      


      “Registered
Security” means any Security which is registered in the Security
Register.

      


      “Regular
Record Date” for the installment of interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

      


      “Repayment
Date” means, when used with respect to any Security to be repaid or repurchased
at the option of the Holder, the date fixed for such repayment or repurchase by
or pursuant to this Indenture.

      


      “Repayment
Price” means, when used with respect to any Security to be repaid or purchased
at the option of the Holder, the price at which it is to be repaid or
repurchased pursuant to this Indenture.

      


      “Responsible
Officer” means, with respect to the Trustee, any officer within the Corporate
Trust Office including any vice president, assistant vice president, managing
director, assistant treasurer, secretary, assistant secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

      


      “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder by the Commission.

      


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

       

      
        
          
            
               

            

            - 10
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      “Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the
meaning of Regulation S-X, promulgated under the Securities Act) of the
Company.

      


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

      


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

      


      “Subsidiary”
means, with respect to any Person, (a) any corporation or other entity of which
a majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests of which are owned, directly or indirectly, by such
Person or (b) any other Person which is otherwise controlled by such Person or
by one or more other Subsidiaries of such Person or by such Person and one or
more other Subsidiaries of such Person.  For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors or other similar entity, whether at all
times or only so long as no senior class of security has such voting power by
reason of any contingency.

      


      “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

      


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

      


      “United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

       

      
        
          
            
               

            

            - 11
-  

          

          
             


            
              

            

          

          
             


          

        

      

      “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any state or the District of
Columbia or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

      


      “Voting
Stock” of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

      


      “Wholly-owned
Subsidiary” means a Subsidiary all the Capital Stock of which (other than
directors’ qualifying shares and shares held by other Persons to the extent such
shares are required by applicable law to be held by a Person other than the
Company or a Subsidiary) is owned by the Company or one or more Wholly-owned
Subsidiaries.

      


      “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on
such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

      


      SECTION
102.                                Compliance
Certificates and Opinions.

       

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

      


      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to
Section 1010) shall include:

      


      
        	
                (1)  

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

              


      

      


      
        	
                (2)  

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

              


      

       

      
        
          
            
               

            

            - 12
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                (3)  

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

              


      

      


      
        	
                (4)  

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

              


      

      


      SECTION
103.                                Form
of Documents Delivered to Trustee.

       

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

      


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

      


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

      


      SECTION
104.                                Acts
of Holders.

       

      (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such
record.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments or so voting
at any such meeting.  Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 612) conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section.  The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.

      
        
          
            
               

            

            - 13
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      (c)           The
ownership of Registered Securities shall be proved by the Security Register or
by a certificate of the Security Registrar.

      


      (d)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such person had on deposit with such depository, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.  The
ownership of Bearer Securities may also be proved in any other manner which the
Trustee deems sufficient.

      


      (e)           If
the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so.  Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is
completed.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

      
        
          
            
               

            

            - 14
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      (g)           The
Trustee, in its sole discretion, may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request
to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date.  Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken.  Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

      


      (h)           With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day
after the applicable record date.  Without limiting the foregoing, a
Holder entitled hereunder to take any action hereunder with regard to any
particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such
principal amount.

      
        
          
            
               

            

            - 15
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
105.                                Notices, etc., the Trustee and
Company.

       

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

      


      
        	
                (1)  

              	
                the
      Trustee by any Holder or by the Company shall be sufficient for every
      purpose hereunder if made, given, furnished or filed in writing to or with
      the Trustee at its Corporate Trust Office, Attention: Corporate Trust and
      Agency Services, or

              


      

      


      
        	
                (2)  

              	
                the
      Company by the Trustee or by any Holder shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first class postage prepaid, to the Company addressed
      to it at the address of its principal office specified in the first
      paragraph of this Indenture or at any other address previously furnished
      in writing to the Trustee by the
Company.

              


      

      


      SECTION
106.                                Notice
to Holders; Waiver.

       

      Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders of Registered Securities
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 of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided
herein.  Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

      
        
          
            
               

            

            - 16
-  

          

          
             


            
              

            

          

          
             


          

        

      

      If by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause it shall be impracticable or unreliable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

      


      Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for
notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such Securities,
and if the Securities of such series are listed on any stock exchange outside
the United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so requires, on
a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such
notice.  Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first such publication.

      


      If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided
herein.

      


      Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

      


      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.

      


      All
notices, requests and other communications to the Trustee shall be in writing
(including telecopy or similar writing or other electronic communication
acceptable to the Trustee) and shall be given to the Trustee, addressed to it at
the Corporate Trust Office of the Trustee.

      
        
          
            
               

            

            - 17
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
107.                                Effect
of Headings and Table of Contents.

       

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

      


      SECTION
108.                                Successors
and Assigns.

       

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

      


      SECTION
109.                                Separability
Clause.

       

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

      


      SECTION
110.                                Benefits
of Indenture.

       

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

      


      SECTION
111.                                No
Personal Liability.

       

      No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

      


      SECTION
112.                                Governing
Law.

       

      This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of the State of New York.  This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions
and any provisions of this Indenture that are not permitted by the provisions of
the TIA shall be deemed to be deleted or modified to the extent such provisions
are required to be deleted or modified for the Indenture to be qualified under
the TIA.

       

      
        
          
            
               

            

            - 18
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
113.                                Legal
Holidays.

       

      In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security or the last date on which a Holder has the
right to convert or exchange a Security at a particular conversion or exchange
price shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or any Security or coupon other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium or Make-Whole Amount, if any) need not be made
at such Place of Payment on such date and conversion or exchange need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity or on such last
day for conversion or exchange, provided that so long as such payment is made on
the next succeeding Business Day, no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity or
on such last day for conversion or exchange, as the case may be, to such next
succeeding Business Day, notwithstanding the foregoing, if such succeeding
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (in each case with the same force and
effect as if made on the Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity or on such last day for
conversion or exchange, as the case may be).

      


      


      ARTICLE
TWO

      SECURITIES
FORMS

      


      SECTION
201.                                Forms
of Securities.

       

      The
Registered Securities, if any, of each series and the Bearer Securities, if any,
and related coupons of each series, shall be in substantially the forms as shall
be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed or any Depository therefor, or to conform to usage.  If
temporary Securities of any series are issued as permitted by Section 304,
the form thereof also shall be established as provided in the preceding
sentence.  If the forms of Securities and coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution together with an appropriate record of any such
action taken pursuant thereto, including a copy of the approved form of
Securities or coupons, if any, shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

       

      
        
          
            
               

            

            - 19
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall
have interest coupons attached.

      


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

      


      SECTION
202.                                Form
of Trustee's Certificate of Authentication.

       

      Subject
to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

      


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

      


      [●], AS TRUSTEE

      


      By:_______________________
Authorized Officer

      


      SECTION
203.                                Securities
Issuable in Global Form.

       

      If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect
exchanges.  Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon written
instruction given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or
304.  Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon written instructions
given by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

       

      
        
          
            
               

            

            - 20
-  

          

          
             


            
              

            

          

          
             


          

        

      

      The
provisions of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with
regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

      


      Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated
by Section 301, payment of principal of and any premium or Make-Whole
Amount and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

      


      Notwithstanding
the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

      


      


      ARTICLE
THREE

      THE
SECURITIES

      


      SECTION
301.                                Amount
Unlimited; Issuable in Series.

       

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

      


      The
Securities may be issued in one or more series.  There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):

      


      
        	
                (1)  

              	
                the
      title of the Securities of or within the series (which shall distinguish
      the Securities of such series from all other series of
      Securities);

              


      

      


      
        	
                (2)  

              	
                any
      limit upon the aggregate principal amount of the Securities of or within
      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 or
      within the series pursuant to Section 304, 305, 306, 906, 1107, or
      1305);

              


      

      
        
          
            
               

            

            - 21
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                (3)  

              	
                the
      date or dates, or the method by which such date or dates will be
      determined, on which the principal of the Securities of or within the
      series shall be payable and the amount of principal payable
      thereon;

              


      

      


      
        	
                (4)  

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

              


      

      


      
        	
                (5)  

              	
                the
      place or places, if any, other than or in addition to the City of
      Savannah, Georgia or the Borough of Manhattan, The City of New York, where
      the principal of (and premium or Make-Whole Amount, if any), interest, if
      any, on, and Additional Amounts, if any, payable in respect of, Securities
      of or within the series shall be payable, any Registered Securities of or
      within the series may be surrendered for registration of transfer,
      exchange or conversion and notices or demands to or upon the Company in
      respect of the Securities of or within the series and this Indenture may
      be served;

              


      

      


      
        	
                (6)  

              	
                the
      period or periods within which, the price or prices (including the premium
      or Make-Whole Amount, if any) at which, the currency or currencies,
      currency unit or units or composite currency or currencies in which and
      other   terms and conditions upon which Securities of or
      within the series may be redeemed in whole or in part, at the option of
      the Company, if the Company is to have the
  option;

              


      

      


      
        	
                (7)  

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

              


      

      


      
        	
                (8)  

              	
                if
      other than denominations of $1,000 and any integral multiple thereof, the
      denominations in which any Registered Securities of or within the series
      shall be issuable and, if other than the denomination of $5,000 and any
      integral multiple thereof, the denomination or denominations in which any
      Bearer Securities of or within the series shall be
    issuable;

              


      

      
        
          
            
               

            

            - 22
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                (9)  

              	
                if
      other than the Trustee, the identity of each Security Registrar and/or
      Paying Agent;

              


      

      


      
        	
                (10)  

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

              


      

      


      
        	
                (11)  

              	
                if
      other than Dollars, the Foreign Currency or Currencies in which payment of
      the principal of (and premium or Make-Whole Amount, if any) or interest or
      Additional Amounts, if any, on the Securities of or within the series
      shall be payable or in which the Securities of or within the series shall
      be denominated;

              


      

      


      
        	
                (12)  

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

              


      

      


      
        	
                (13)  

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

              


      

      


      
        	
                (14)  

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

              


      

      


      
        	
                (15)  

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

              


      

      
        
          
            
               

            

            - 23
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                (16)  

              	
                whether
      Securities of or within the series are to be issuable as Registered
      Securities, Bearer Securities (with or without coupons) or both, any
      restrictions applicable to the offer, sale or delivery of Bearer
      Securities and the terms upon which Bearer Securities of or within the
      series may be exchanged for Registered Securities of or within the series
      and vice versa (if permitted by applicable laws and regulations), whether
      any Securities of or within the series are to be issuable initially in
      temporary global form and whether any Securities of or within the series
      are to be issuable in permanent global form (with or without coupons) and,
      if so, whether beneficial owners of interests in any such permanent global
      Security may exchange such interests for Securities of such series and of
      like tenor of any authorized form and denomination and the circumstances
      under which any such exchanges may occur, if other than in the manner
      provided in Section 305, and, if Registered Securities of or within
      the series are to be issuable as a global Security, the identity of the
      depository for such series;

              


      

      


      
        	
                (17)  

              	
                the
      date as of which any Bearer Securities of or within the series and any
      temporary global Security representing Outstanding Securities of or within
      the series shall be dated if other than the date of original issuance of
      the first Security of the series to be
issued;

              


      

      


      
        	
                (18)  

              	
                the
      Person to whom any interest on any Registered Security of the series shall
      be payable, if other than the Person in whose name that Security (or one
      or more Predecessor Securities) is registered at the close of business on
      the Regular Record Date for such interest, the manner in which, or the
      Person to whom, any interest on any Bearer Security of the series shall be
      payable, if otherwise than  upon presentation and surrender of
      the coupons appertaining thereto as they severally mature, and the extent
      to which, or the manner in which, any interest payable on a temporary
      global Security on an Interest Payment Date will be paid if other than in
      the manner provided in
Section 304;

              


      

      


      
        	
                (19)  

              	
                the
      applicability, if any, of Sections 1402 and/or 1403 to the Securities of
      or within the series and any provisions in modification of, in addition to
      or in lieu of any of the provisions of Article Fourteen and, if the
      Securities of the series are payable in a currency other than Dollars,
      whether, for purposes of such defeasance or covenant defeasance the term
      “Government Obligations” shall include obligations referred to in the
      definition of such term which are not obligations of the United States or
      an agency or an instrumentality
thereof;

              


      

      
        
          
            
               

            

            - 24
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                (20)  

              	
                if
      the Securities of such series are to be issuable in definitive form
      (whether upon original issue or upon exchange of a temporary Security of
      such series) only upon receipt of certain certificates or other documents
      or satisfaction of other conditions, then the form and/or terms of such
      certificates, documents or
conditions;

              


      

      


      
        	
                (21)  

              	
                if
      the Securities of or within the series are to be issued upon the exercise
      of debt warrants, the time, manner and place for such Securities to be
      authenticated and delivered;

              


      

      


      
        	
                (22)  

              	
                whether
      and under what circumstances the Company will pay Additional Amounts as
      contemplated by Section 1011 on the Securities of or within the
      series to any Holder who is not a United States person (including any
      modification to the definition of such term) in respect of any tax,
      assessment or governmental charge and, if so, whether the Company will
      have the option to redeem such Securities rather than pay such Additional
      Amounts (and the terms of any such
option);

              


      

      


      
        	
                (23)  

              	
                the
      obligation, if any, of the Company to permit the Securities of such series
      to be converted into or exchanged for common stock of the Company or other
      securities or property of the Company and the terms and conditions upon
      which such conversion or exchange shall be effected (including, without
      limitation, the initial conversion price or rate, the conversion or
      exchange period, any adjustment of the applicable conversion or exchange
      price or rate and any requirements relative to the reservation of such
      shares for purposes of conversion or
exchange);

              


      

      


      
        	
                (24)  

              	
                if
      convertible or exchangeable, any applicable limitations on the ownership
      or transferability of the securities or property into which such
      Securities are convertible or exchangeable;
and

              


      

      


      
        	
                (25)  

              	
                if
      the principal amount payable at the Stated Maturity of any Securities of
      the series will not be determinable as of any one or more dates prior to
      the Stated Maturity, the amount which shall be deemed to be the principal
      amount of such Securities as of any such date for any purpose thereunder
      or hereunder, including the principal amount thereof which shall be due
      and payable upon any Maturity other than the Stated Maturity or which
      shall be deemed to be Outstanding as of any date prior to the Stated
      Maturity (or, in any such case, the manner in which such amount deemed to
      be the principal amount shall be
determined);

              


      

      


      
        	
                (26)  

              	
                whether
      the Securities of the series are entitled to a guarantee of any
      Subsidiary; and

              


      

      


      
        	
                (27)  

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

              


      

      
        
          
            
               

            

            - 25
-

          

          
             


            
              

            

          

          
             


          

        

      

      All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any indenture supplemental hereto.  All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.

      


      If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order for authentication and delivery of such Securities.

      


      SECTION
302.                                Denominations.

       

      The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301.  With respect to
Securities of any series denominated in Dollars, in the absence of any such
provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of such
series other than Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $5,000.

      


      SECTION
303.                                Execution,
Authentication, Delivery and Dating.

       

      The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant
Secretary.  The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

      


      Securities
or coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or
coupons.

      


      At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate to Euroclear or Clearstream, as the case may
be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier
of the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this
Indenture.  Except as permitted by Section 306, the Trustee shall
not authenticate and deliver any Bearer Security unless all appurtenant coupons
for interest then matured have been detached and canceled.

      
        
          
            
               

            

            - 26
-  

          

          
             


            
              

            

          

          
             


          

        

      

      If all of
the Securities are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate or formula, maturity date, date of issuance and
date from which interest shall accrue.  In authenticating 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 612 and TIA Section 315(a) through 315(d)) shall be fully
protected in conclusively relying upon:

      


      
        	
                 
      

              	
                (i)

              	
                an
      Opinion of Counsel complying with Section 102 and stating
      that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      form or forms of such Securities and any coupons have been, or will have
      been upon compliance with such procedures as may be specified therein,
      established in conformity with the provisions of this
      Indenture;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      terms of such Securities and any coupons have been, or will have been upon
      compliance with such procedures as may be specified therein, established
      in conformity with the provisions of this Indenture;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                such
      Securities, together with any coupons appertaining thereto, when completed
      pursuant to such procedures as may be specified therein, and executed and
      delivered by the Company to the Trustee for authentication in accordance
      with this Indenture, authenticated and delivered by the Trustee in
      accordance with this Indenture and issued by the Company in the manner and
      subject to any conditions specified in such Opinion of Counsel, will
      constitute legal, valid and binding obligations of the Company,
      enforceable in accordance with their terms, subject to applicable
      bankruptcy, insolvency, reorganization and other similar laws of general
      applicability relating to or affecting the enforcement of creditors'
      rights generally and to general equitable principles and to such other
      matters as may be specified therein;
and

              


      

      
        
          
            
               

            

            - 27
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (ii)

              	
                an
      Officers' Certificate complying with Section 102 and stating that all
      conditions precedent provided for in this Indenture relating to the
      issuance of such Securities have been, or will have been upon compliance
      with such procedures as may be specified therein, complied with and that,
      to the best of the knowledge of the signers of such certificate, no Event
      of Default with respect to such Securities shall have occurred and be
      continuing.

              


      

      


      Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers'
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

      


      The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the
Trustee.

      


      Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

      


      No
Security or coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or the Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued or sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      
        
          
            
               

            

            - 28
-

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
304.                                Temporary
Securities.

       

      (a)           Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary
Securities may be in global form.

      


      Except in the case of temporary
Securities in global form (which shall be exchanged in accordance with
Section 304(b) or as otherwise provided in or pursuant to a Board
Resolution), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in
Section 303.  Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

      


      (b)           Unless
otherwise provided as contemplated in Section 301, this Section 304(b)
shall govern the exchange of temporary Securities issued in global form other
than through the facilities of DTC.  If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depository or
common depository (the “Common Depository”), for the benefit of Euroclear and
Clearstream.

      


      Without unnecessary delay but in any
event not later than the date specified in, or determined pursuant to the terms
of, any such temporary global Security (the “Exchange Date”), the Company shall
deliver to the Trustee definitive Securities, in an aggregate principal amount
equal to the principal amount of such temporary global Security, executed by the
Company.  On or after the Exchange Date, such temporary global
Security shall be surrendered by the Common Depository to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of or
within the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged.  The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depository, such temporary global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security, if any,
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream as to the portion of such
temporary global Security, if any, held for its account then to be exchanged,
each in the form set forth in Exhibit A-2 to this Indenture or in such other
form as may be established pursuant to Section 301; and provided further
that definitive Bearer Securities shall be delivered in exchange for a portion
of a temporary global Security only in compliance with the requirements of
Section 303.

      
        
          
            
               

            

            - 29
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Unless otherwise specified in such
temporary global Security, the interest of a beneficial owner of Securities of a
series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when
the account holder instructs Euroclear or Clearstream, as the case may be, to
request such exchange on his behalf and delivers to Euroclear or Clearstream, as
the case may be, a certificate in the form set forth in Exhibit A-1 to this
Indenture (or in such other form as may be established pursuant to
Section 301), dated no earlier than 15 days prior to the Exchange Date,
copies of which certificate shall be available from the offices of Euroclear or
Clearstream, the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent.  Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or
Clearstream.  Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary global Security shall be delivered only
outside the United States.

      


      Until exchanged in full as hereinabove
provided, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section 301, interest
payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear or Clearstream on such Interest Payment Date upon
delivery by Euroclear or Clearstream to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other forms as may be established pursuant to Section 301), for credit
without further interest on or after such Interest Payment Date to the
respective accounts of Persons who are the beneficial owners of such temporary
global Security on such Interest Payment Date and who have each delivered to
Euroclear or Clearstream, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to
Section 301).  Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this
Section 304(b) and of the third paragraph of Section 303 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial
owners.  Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security.  Any interest so received by Euroclear or
Clearstream and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company.

      
        
          
            
               

            

            - 30
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
305.                                Registration,
Registration of Transfer and Exchange.

       

      The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such
reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities.  The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time.  The Trustee, at its Corporate Trust Office,
is hereby initially appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided.  In the event that the Trustee
shall cease to be Security Registrar, it shall have the right to examine the
Security Register at all reasonable times and to require that a copy of the
Security Register in written form be delivered to it from time to time as
reasonably requested.  Subject to the provisions of this
Section 305, upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

      


      Subject
to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series (not in global form) may be exchanged for
other Registered Securities of the same series, of any authorized denomination
or denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency.  Whenever any such Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.  Unless otherwise
specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

      
        
          
            
               

            

            - 31
-  

          

          
             


            
              

            

          

          
             


          

        

      

      If (but
only if) permitted as contemplated by Section 301, at the option of the
Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining.  If the Holder of a
Bearer  Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange may
be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided in
Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the holder making
the exchange is entitled to receive.

       

      
        
          
            
               

            

            - 32
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Notwithstanding
the foregoing, except as otherwise specified as contemplated by
Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph.  If the depository for any permanent
global Security is DTC, then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor to DTC.  If at any time DTC notifies the Company that it is
unwilling or unable to continue as depository for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered
under the Exchange Act if so required by applicable law or regulation, the
Company shall appoint a successor depository with respect to such global
Security or Securities.  If (x) a successor depository for such global
Security or Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such unwillingness, inability
or ineligibility, (y) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the applicable
series of Securities represented by such global Security or Securities advise
DTC to cease acting as depository for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities.  If any beneficial owner of an
interest in a permanent global Security is otherwise entitled to exchange such
an interest for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the
permanent global Security shall have been given, then without unnecessary delay
but in any event not later than the earliest date on which such interest may be
so exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent global
Security.  On or after the earliest date on which such interests may
be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States.  If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will 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
permanent global Security is payable in accordance with the provisions of this
Indenture.

      
        
          
            
               

            

            - 33
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


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

      


      No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 306, 1107 or 1305 not involving any
transfer.

      


      The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such Securities
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue or to register the transfer or
exchange of any Security which has been surrendered for repayment at the option
of the Holder, except the portion, if any, of such Security not to be so
repaid.

      


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

       

      If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

      
        
          
            
               

            

            - 34
-  

          

          
             


            
              

            

          

          
             


          

        

      

      If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of actual notice
to the Company or the Trustee that such Security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its written request
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.

      


      Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if
any), any interest on and any Additional Amounts with respect to Bearer
Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

      


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

      


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

       

      
        
          
            
               

            

            - 35
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      SECTION
307.                                Payment
of Interest; Interest Rights Preserved.

       

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

      


      Unless
otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

      


      Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent global Security held for its account
by DTC, Euroclear or Clearstream, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent global Security to the accounts of the beneficial owners
thereof.

      


      In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

      


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

      
        
          
            
               

            

            - 36
-  

          

          
             


            
              

            

          

          
             


          

        

      

      (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment.  The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).  In case a Bearer Security of any series is surrendered at the
office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or
agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this
Indenture.

      


      (2)           The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after written notice given by
the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

      
        
          
            
               

            

            - 37
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Subject
to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Security.

      


      Subject
to the provisions of Section 1402 and except as otherwise specified with
respect to a series of Securities in accordance with the provisions of section
301, in the case of any Security which is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Security, the principal of (or premium, if any, on) which shall
become due and payable, whether at a Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise, prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or
exchange, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date.  Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

      


      SECTION
308.                                Persons
Deemed Owners.

       

      Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium or
Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on
and Additional Amounts with respect to, such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

      


      Title to
any Bearer Security and any coupons appertaining thereto shall pass by
delivery.  The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      


      None of
the Company, the Trustee, any Paying Agent or the Security 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 Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

      
        
          
            
               

            

            - 38
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depository, as a Holder, with respect to such global Security
or impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

      


      SECTION
309.                                Cancellation.

       

      All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such purpose
shall be promptly canceled by it.  The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee.  If the Company
shall so acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation.  No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture.  Canceled Securities and
coupons held by the Trustee shall be destroyed by the Trustee and, if required
in writing by the Company, the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

      


      SECTION
310.                                Computation
of Interest.

       

      Except as
otherwise specified as contemplated by Section 301 with respect to
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day
months.

      


      SECTION
311.                                CUSIP
Numbers.

       

      The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
or other related material as a convenience to Holders; provided that any such
notice or other related material may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or other related material and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

      


      
        
          
            
               

            

            - 39
-  

          

          
             


            
              

            

          

          
             


          

        

      

      ARTICLE
FOUR

      SATISFACTION
AND DISCHARGE

      


      SECTION
401.                                Satisfaction
and Discharge of Indenture.

       

      This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, and any coupons appertaining thereto, when

      


      
        	
                 
      

              	
                (1)

              	
                either

              


      

      


      
        	
                 
      

              	
                (A)

              	
                all
      Securities of such series theretofore authenticated and delivered and all
      coupons, if any, appertaining thereto (other than (i) coupons appertaining
      to Bearer Securities surrendered for exchange for Registered Securities
      and maturing after such exchange, whose surrender is not required or has
      been waived as provided in Section 305, (ii) Securities and coupons
      of such series which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 306, (iii) coupons
      appertaining to Securities called for redemption and maturing after the
      relevant Redemption Date, whose surrender has been waived as provided in
      Section 1106, and (iv) Securities and coupons of such series for
      whose payment money has theretofore been deposited in trust or segregated
      and held in trust by the Company and thereafter repaid to the Company
      or  discharged from such trust, as provided in
      Section 1003) have been delivered to the Trustee for cancellation;
      or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                all
      Securities of such series and, in the case of (i) or (ii) below, any
      coupons appertaining thereto not theretofore delivered to the Trustee for
      cancellation

              


      

      


      
        	
                 
      

              	
                (i)

              	
                have
      become due and payable, or

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (iii)

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

              


      

      
        
          
            
               

            

            - 40
-  

          

          
             


            
              

            

          

          
             


          

        

      

      and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and
such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest, and any
Additional Interest and Additional Amounts with respect thereto, to the date of
such deposit (in the case of Securities which have become due and payable) or
the Stated Maturity or Redemption Date, as the case may be;

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      Company has delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein
      provided for relating to the satisfaction and discharge of this Indenture
      as to such series have been complied
with.

              


      

      


      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the
obligations of the Company to any Authenticating Agent under Section 611
and, if money shall have been deposited with and held by the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003, shall
survive.

      


      In the
event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested in writing to do so with
respect to Securities of a particular series as to which it is Trustee and if
the other conditions thereto are met.

      


      SECTION
402.                                Application
of Trust Funds.

       

      Subject
to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

      
        
          
            
               

            

            - 41
-  

          

          
             


            
              

            

          

          
             


          

        

      

      


      ARTICLE
FIVE

      REMEDIES

      


      SECTION
501.                                Events
of Default.

       

      Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,”
wherever used herein with respect to any particular series of Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body):

      


      
        	
                 
      

              	
                (1)

              	
                default
      in the payment of any interest upon or any Additional Amounts payable in
      respect of any Security of or within that series or of any coupon
      appertaining thereto, when such interest, Additional Amounts or coupon
      becomes due and payable, and continuance of such default for a period of
      30 days; or

              


      

      


      
        	
                 
      

              	
                (2)

              	
                default
      in the payment of the principal of (or premium or Make-Whole Amount, if
      any, on) any Security of that series when it becomes due and payable at
      its Maturity; or

              


      

      


      
        	
                 
      

              	
                (3)

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

              


      

      


      
        	
                 
      

              	
                (4)

              	
                default
      in the performance, or breach, of any covenant, agreement or warranty of
      the Company in this Indenture with respect to any Security of that series
      (other than (i) a covenant, agreement or warranty included in this
      Indenture solely for the benefit of a series of Securities other than such
      series or (ii) a covenant, agreement or warranty 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 60
      days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in principal amount of the Outstanding Securities of that
      series a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a “Notice of Default”
      hereunder; or

              


      

      


      
        	
                 
      

              	
                (5)

              	
                default
      under a bond, debenture, note, mortgage, indenture or instrument under
      which there may be issued or by which there may be secured or evidenced
      any indebtedness for money borrowed by the Company, having a principal
      amount outstanding in excess of $50,000,000 (other than indebtedness which
      is non-recourse to the Company) under the terms of the instrument under
      which the indebtedness is issued or secured, whether such indebtedness now
      exists or shall hereafter be created, which default shall have resulted in
      such indebtedness being declared due and payable prior to the date on
      which it would otherwise have become due and payable, without such
      indebtedness having been discharged, or such acceleration having been
      rescinded or annulled, or there being deposited with an unaffiliated
      depository, in trust, money in the necessary amount to discharge such
      indebtedness, within a period of 30 days after there shall have been
      given, by registered or certified mail, to the Company by the Trustee or
      to the Company and the Trustee by the Holders of at least 25% in principal
      amount of the Outstanding Securities of that series a written notice
      specifying such default and requiring the Company to cause such
      indebtedness to be discharged or cause such acceleration to be rescinded
      or annulled and stating that such notice is a “Notice of Default”
      hereunder; or

              


      

      
        
          
            
               

            

            - 42
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (6)

              	
                the
      Company pursuant to or within the meaning of any Bankruptcy
      Law:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                commences
      a voluntary case; or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                consents
      to the entry of an order for relief against it in an involuntary case;
      or

              


      

      


      
        	
                 
      

              	
                (C)

              	
                consents
      to the appointment of a Custodian of it or for all or substantially all of
      its property; or

              


      

      


      
        	
                 
      

              	
                (D)

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

              


      

      


      
        	
                 
      

              	
                (E)

              	
                makes
      an admission in writing of its inability to pay its debts generally as
      they become due; or

              


      

      


      
        	
                 
      

              	
                (F)

              	
                takes
      corporate action in furtherance of any such action;
  or

              


      

      


      
        	
                 
      

              	
                (7)

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

              


      

      


      
        	
                 
      

              	
                (A)

              	
                is
      for relief against the Company in an involuntary case;
  or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                appoints
      a Custodian of the Company or for all or substantially all of either of
      its property, or

              


      

      


      
        	
                 
      

              	
                (C)

              	
                orders
      the liquidation of the Company, and the order or decree remains unstayed
      and in effect for 90 days; or

              


      

      
        
          
            
               

            

            -
43-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (D)

              	
                adjudges
      the Company bankrupt or insolvent, or approves as properly filed a
      petition seeking reorganization, arrangement, and adjustment or
      composition of or in respect of the Company or any Significant Subsidiary;
      or

              


      

      


      
        	
                 
      

              	
                (8)

              	
                any
      other Event of Default provided with respect to Securities of that
      series.

              


      

      


      As used
in this Section 501, the term “Bankruptcy Law” means Title 11,
U.S.  Code or any similar Federal or state bankruptcy, insolvency,
reorganization or other law for the relief of debtors and the term “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

      


      SECTION
502.                                Acceleration
of Maturity; Rescission and Annulment.

       

      Unless
otherwise specified in the Board Resolution or supplemental indenture relating
to any series of Securities, if an Event of Default with respect to Securities
of any series at the time Outstanding occurs and is continuing, then the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of each such affected series (voting as a single class)
may declare the principal and premium, if any, (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and the Make-Whole
Amount, if any, on, all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal (and premium, if
any,) or specified portion thereof shall become immediately due and
payable.

      


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

      


      
        	
                 
      

              	
                (1)

              	
                the
      Company has paid or deposited with the Trustee a sum sufficient to pay in
      the currency, currency unit or composite currency in which the Securities
      of such series are payable (except as otherwise specified pursuant to
      Section 301 for the Securities of such
  series):

              


      

      


      
        	
                 
      

              	
                (A)

              	
                all
      overdue installments of interest on and any Additional Amounts payable in
      respect of all Outstanding Securities of that series and any related
      coupons;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                the
      principal of (and premium or Make-Whole Amount, if any, on) any
      Outstanding Securities of that series which have become due otherwise than
      by such declaration of acceleration and interest thereon at the rate or
      rates borne by or provided for in such
  Securities;

              


      

      
        
          
            
               

            

            - 44
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (C)

              	
                to
      the extent that payment of such interest is lawful, interest upon overdue
      installments of interest and any Additional Amounts at the rate or rates
      borne by or provided for in such Securities;
and

              


      

      


      
        	
                 
      

              	
                (D)

              	
                all
      sums paid or advanced by the Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel; and

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


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

      


      
        	
                 
      

              	
                SECTION
      503.

              	
                Collection
      of Indebtedness and Suits for Enforcement by
  Trustee.

              


      

       

      The
Company covenants that if:

      


      
        	
                 
      

              	
                (1)

              	
                default
      is made in the payment of any installment of interest or Additional
      Amounts, if any, on any Security of any series and any related coupon when
      such interest or Additional Amount becomes due and payable and such
      default continues for a period of 30 days,
or

              


      

      


      
        	
                 
      

              	
                (2)

              	
                default
      is made in the payment of the principal of (or premium or Make-Whole
      Amount, if any, on) any Security of any series at its Maturity, then the
      Company will, upon demand of the Trustee, pay to the Trustee, for the
      benefit of the Holders of such Securities of such series and coupons, the
      whole amount then due and payable on such Securities and coupons for
      principal (and premium or Make-Whole Amount, if any) and interest and
      Additional Amounts, with interest upon any overdue principal (and premium
      or Make-Whole Amount, if any) and, to the extent that payment of such
      interest shall be legally enforceable, upon any overdue installments of
      interest or Additional Amounts, if any, at the rate or rates borne by or
      provided for in such Securities, and, in addition thereto, such further
      amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and
  counsel.

              


      

      


      If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities of such series and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities of such
series, wherever situated.

      
        
          
            
               

            

            - 45
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      SECTION
504.                                Trustee
May File Proofs of Claim.

       

      In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium or Make-Whole Amount,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise to take any and all actions authorized under the TIA in
order to have any claims of the Holders and the Trustee allowed in any such
proceeding and:

      


      
        	
                 
      

              	
                (i)

              	
                to
      file and prove a claim for the whole amount, or such lesser amount as may
      be provided for in the Securities of such series, of principal (and
      premium or Make-Whole Amount, if any) and interest and Additional Amounts,
      if any, owing and unpaid in respect of the Securities 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 the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel) and of the Holders allowed in such judicial
      proceeding, and

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities of such series and coupons to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 606.

      
        
          
            
               

            

            - 46
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or coupon
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or coupon in
any such proceeding; provided, however, that the Trustee may, only on behalf of
the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' committee or other similar
committee.

      


      
        	
                 
      

              	
                SECTION
      505.

              	
                Trustee
      May Enforce Claims Without Possession of Securities or
      Coupons.

              


      

       

      All
rights of action and claims under this Indenture or any of the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

      


      SECTION
506.                                Application
of Money Collected.

       

      Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest and any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully
paid:

      


      FIRST:                      To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606,

      


      SECOND:                      To
the payment of the amounts then due and unpaid upon the Securities and coupons
for principal (and premium or Make-Whole Amount, if any) and interest and any
Additional Amounts payable, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the aggregate amounts due and payable on such Securities and
coupons for principal (and premium or Make-Whole Amount, if any), interest and
Additional Amounts, respectively, and

      


      THIRD:                      To
the payment of the remainder, if any, to the Company.

      
        
          
            
               

            

            - 47
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
507.                                Limitation
on Suits.

       

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

      


      
        	
                 
      

              	
                (1)

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

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                such
      Holder or Holders have offered to the Trustee indemnity satisfactory to it
      against the costs, expenses and liabilities to be incurred in compliance
      with such request;

              


      

      


      
        	
                 
      

              	
                (4)

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

              


      

      


      
        	
                 
      

              	
                (5)

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

              


      

      


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

      


      
        	
                 
      

              	
                SECTION
      508.

              	
                Unconditional
      Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
      any, Interest and Additional
Amounts.

              


      

       

      Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date),
to convert or exchange such Securities in accordance with Article Sixteen and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

      
        
          
            
               

            

            - 48
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
509.                                Restoration
of Rights and Remedies.

       

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

      


      SECTION
510.                                Rights
and Remedies Cumulative.

       

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

      


      SECTION
511.                                Delay
or Omission Not Waiver.

       

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

      


      SECTION
512.                                Control
by Holders of Securities.

       

      The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that

      


      
        	
                 
      

              	
                (1)

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

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      Trustee may take any other action deemed proper by the Trustee which is
      not inconsistent with such direction,
and

              


      

      
        
          
            
               

            

            - 49
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (3)

              	
                the
      Trustee need not take any action which might involve it in personal
      liability or be unduly prejudicial to the Holders of Securities of such
      series not joining therein (but the Trustee shall have no obligation as to
      the determination of such undue
prejudice).

              


      

      


      SECTION
513.                                Waiver
of Past Defaults.

       

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

      


      
        	
                 
      

              	
                (1)

              	
                in
      the payment of the principal of (or premium or Make-Whole Amount, if any)
      or interest including Additional Interest on or Additional Amounts payable
      in respect of any Security of such series or any related coupons,
      or

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


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

      


      SECTION
514.                                Waiver
of Stay, Usury or Extension Laws.

       

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

      


      SECTION
515.                                Undertaking
for 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 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 Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium or Make-Whole Amount, if any) or interest on or Additional Amounts
payable with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or in the case of redemption, on or after
the Redemption Date) or to enforce the right to convert or exchange any Security
in accordance with Article Sixteen.

      
        
          
            
               

            

            - 50
-  

          

          
             


            
              

            

          

          
             


          

        

      

      


      ARTICLE
SIX

      THE
TRUSTEE

      


      SECTION
601.                                Notice
of Defaults.

       

      Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or any Additional Amounts with respect to any Security of
such series, or in the payment of any sinking fund installment with respect to
the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Securities of such series.

      


      SECTION
602.                                Certain
Duties, Responsibilities and Rights of Trustee.

       

      (a)           The
Trustee's duties and responsibilities under this Indenture shall be governed by
the Trust Indenture Act.

      


      (b)           Subject
to the provisions of TIA Section 315(a) through 315(d):

      


      
        	
                 
      

              	
                (1)

              	
                except
      during the continuance of an Event of Default, the Trustee shall perform
      only such duties as are expressly undertaken by it to perform under this
      Indenture and no implied covenants or obligations shall be read into this
      Indenture against the Trustee;

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      
        
          
            
               

            

            - 51
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (3)

              	
                any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order (other than delivery of
      any Security, together with any coupons appertaining thereto, to the
      Trustee for authentication and delivery pursuant to Section 303 which
      shall be sufficiently evidenced as provided therein) and any resolution of
      the Board of Directors may be sufficiently evidenced by a Board
      Resolution;

              


      

      


      
        	
                 
      

              	
                (4)

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

              


      

      


      
        	
                 
      

              	
                (5)

              	
                the
      Trustee may consult with counsel and as a condition to the taking,
      suffering or omission of any action hereunder may demand an Opinion of
      Counsel, and the advice of such counsel or any Opinion of Counsel shall be
      full and complete authorization and protection in respect of any action
      taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon;

              


      

      


      
        	
                 
      

              	
                (6)

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

              


      

      


      
        	
                 
      

              	
                (7)

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

              


      

      


      
        	
                 
      

              	
                (8)

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

              


      

      
        
          
            
               

            

            - 52
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (9)

              	
                if
      the Trustee is acting as Paying Agent or Transfer Agent and Registrar
      hereunder, the rights, indemnities and protections afforded to the Trustee
      pursuant to this Article VI shall also be afforded to such Paying Agent or
      Transfer Agent and Registrar;

              


      

      


      
        	
                 
      

              	
                (10)

              	
                the
      Trustee shall not be deemed to have knowledge of any Event of Default
      unless the Trustee shall have received written notice, or a Responsible
      Officer charged with the administration of this Indenture shall have
      actual knowledge of such Event of Default;
and

              


      

      


      
        	
                 
      

              	
                (11)

              	
                the
      Trustee shall not be liable for any action taken, suffered or omitted by
      it in good faith and reasonably believed by it to be authorized or within
      the discretion or rights or powers conferred upon it by this
      Indenture.  The Trustee shall not be required to expend or risk
      its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of
      its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or indemnity satisfactory to it against such
      risk or liability is not reasonably assured to
  it.

              


      

      


      SECTION
603.                                Not
Responsible for Recitals or Issuance of Securities.

       

      The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      


      SECTION
604.                                May
Hold Securities.

       

      The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Section 613 and
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

      
        
          
            
               

            

            - 53
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
605.                                Money
Held in Trust.

       

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

      


      SECTION
606.                                Compensation
and Reimbursement.

       

      The
Company agrees:

      


      
        	
                 
      

              	
                (1)

              	
                to
      pay to the Trustee from time to time reasonable compensation for all
      services rendered by it hereunder, including extraordinary services
      rendered in connection with or during the continuation of a default
      hereunder (which compensation shall not be limited by any provision of law
      in regard to the compensation of a trustee of an express
      trust);

              


      

      


      
        	
                 
      

              	
                (2)

              	
                to
      reimburse each of the Trustee and any predecessor Trustee upon its request
      for all reasonable expenses, disbursements and advances incurred or made
      by it in accordance with any provision of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except to the extent any such expense, disbursement or
      advance may be attributable to its gross negligence or bad faith;
      and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                to
      indemnify each of the Trustee and any predecessor Trustee and each of
      their respective directors, officers, agents and employees for, and to
      hold each of them harmless against, any loss, liability or expense,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts or the performance of its duties hereunder, including
      the costs and expenses of defending itself against any claim or liability
      in connection with the exercise or performance of any of its powers or
      duties hereunder except to the extent any such loss, liability or expense
      may be attributable to its own gross negligence or bad
    faith.

              


      

      


      As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (or premium or Make-Whole Amount, if any) or
interest on particular Securities or any coupons.

      


      When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(6) and (7), such expenses (including the
fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any Bankruptcy
Law.

      
        
          
            
               

            

            - 54
-  

          

          
             


            
              

            

          

          
             


          

        

      

      The
provisions of this Section shall survive the termination of this Indenture
or the resignation or removal of the Trustee.

      


      SECTION
607.                                Corporate
Trustee Required; Eligibility.

       

      There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000.  If such Trustee or Person publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Trustee or Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

      


      SECTION
608.                                Resignation
and Removal; Appointment of Successor.

       

      (a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

      


      (b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      


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

      


      (d)           If
at any time:

      


      
        	
                 
      

              	
                (1)

              	
                the
      Trustee shall fail to comply with the provisions of Section 613 or
      TIA Section 310(b) after written request therefor by the Company or
      by any Holder of a Security who has been a bona fide Holder of a Security
      for at least six months, or

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      Trustee shall cease to be eligible under Section 607 and shall fail
      to resign after written request therefor by the Company or by any Holder
      of a Security who has been a bona fide Holder of a Security for at least
      six months, or

              


      

      


      
        	
                 
      

              	
                (3)

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

              


      

      
        
          
            
               

            

            - 55
-  

          

          
             


            
              

            

          

          
             


          

        

      

      then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to TIA Section 315(e), any Holder of a Security who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.

      


      (e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
requirements of Section 609.

      


      If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner hereinafter provided, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such
series.

      


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

      


      SECTION
609.                                Acceptance
of Appointment By Successor.

       

      (a)           In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

       

      
        
          
            
               

            

            - 56
-  

          

          
             


            
              

            

          

          
             


          

        

      

      (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto, pursuant to
Article Nine hereof, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

      


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

      


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

      
        
          
            
               

            

            - 57
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                SECTION
      610.

              	
                Merger,
      Conversion, Consolidation or Succession to
  Business.

              


      

       

      Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities or coupons shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons.  In case any Securities or
coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

      


      SECTION
611.                                Appointment
of Authenticating Agent.

       

      At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be reasonably acceptable to the Company and, except
as may otherwise be provided pursuant to Section 301, shall at all times be
a bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authorities.  If
such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  In case at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

      
        
          
            
               

            

            - 58
-  

          

          
             


            
              

            

          

          
             


          

        

      

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

      


      An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of or within
the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

      


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

      


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

      


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

      


      [●], as
Trustee

      


      By:________________________
as Authenticating Agent

      


      By:________________________
Authorized Officer

      
        
          
            
               

            

            -59
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                SECTION
      612.

              	
                Certain
      Duties and Responsibilities.

              


      

       

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

      


      
        	
                 
      

              	
                SECTION
      613.

              	
                Conflicting
      Interests.

              


      

       

      If the
Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, Section 310(b) of the Trust Indenture Act
and this Indenture.  To the extent permitted by Section 310(b) of
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.  In case an Event of Default shall
occur and be continuing, the Trustee shall exercise such of its rights and
powers under the applicable Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

      


      
        	
                 
      

              	
                SECTION
      614.

              	
                Preferential
      Collection of Claims Against
Company.

              


      

       

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

      


      


      ARTICLE
SEVEN

      HOLDERS'
LISTS AND REPORTS BY TRUSTEE AND COMPANY

      


      SECTION
701.                                Disclosure
of Names and Addresses of Holders.

       

      Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
director, officer, agent or employee of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities or coupons in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

      
        
          
            
               

            

            - 60
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
702.                                Reports
by Trustee.

       

      Within 60
days after March 15 of each year commencing with the first March 15 after the
first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such March 15 if and to the
extent required by TIA Section 313(a).

      


      A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with the Commission and with the Company and, provided the Trustee
has received written notification by the Company that any Securities are listed
on any stock exchange, with each stock exchange upon which the Trustee has been
so notified that such Securities are listed.

      


      SECTION
703.                                Reports
by Company.

       

      The
Company will:

      


      
        	
                 
      

              	
                (1)

              	
                file
      with the Trustee, within 15 days after the Company is required to file the
      same with the Commission, copies of the annual reports and of the
      information, documents and other reports (or copies of such portions of
      any of the foregoing as the Commission may from time to time by rules and
      regulations prescribe) which the Company may be required to file with the
      Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information,
      documents or reports pursuant to either of such Sections, then it will
      file with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Exchange Act in respect of a
      security listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and
  regulations;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                file
      with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations;
      and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                transmit
      by mail to the Holders of Securities, within 30 days after the filing
      thereof with the Trustee, in the manner and to the extent provided in TIA
      Section 313(c), such summaries of any information, documents and
      reports required to be filed by the Company pursuant to paragraphs (1) or
      (2) of this Section as may be required by rules and regulations
      prescribed from time to time by the
Commission.

              


      

      
        
          
            
               

            

            - 61
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                SECTION
      704.

              	
                Company
      to Furnish Trustee Names and Addresses of
  Holders.

              


      

       

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

      


      
        	
                 
      

              	
                (1)

              	
                semi-annually,
      not later than 15 days after the Regular Record Date for interest for each
      series of Securities, a list, in such form as the Trustee may reasonably
      require, of the names and addresses of the Holders of Registered
      Securities of such series as of such Regular Record Date, or if there is
      no Regular Record Date for interest for such series of Securities,
      semi-annually, upon such dates as are set forth in the Board Resolution or
      indenture supplemental hereto authorizing such series,
  and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                at
      such other times as the Trustee may request in writing, within 30 days
      after the receipt by the Company of any such request, a list of similar
      form and content as of a date not more than 15 days prior to the time such
      list is furnished, provided, however, that, so long as the Trustee is the
      Security Registrar, no such lists shall be required to be
      furnished.

              


      

      


      


      ARTICLE
EIGHT

      CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE

      


      
        	
                 
      

              	
                SECTION
      801.

              	
                Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions.

              


      

       

      The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States or a State thereof and such
successor entity shall expressly assume the due and punctual payment of the
principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to
Section 1011) on all of the Securities, according to their tenor, the
conversion or exchange rights shall be provided for in accordance with Article
Sixteen, if applicable, or as otherwise specified pursuant to Section 301,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such Person; (ii) immediately after
giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing;
and (iii) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby.

       

      
        
          
            
               

            

            - 62
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
802.                                Rights
and Duties of Successor Corporation.

       

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

      


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

      


      SECTION
803.                                Officers'
Certificate and Opinion of Counsel.

       

      Any
consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

      


      


      ARTICLE
NINE

      SUPPLEMENTAL
INDENTURES

      


      
        	
                 
      

              	
                SECTION
      901.

              	
                Supplemental
      Indentures Without Consent of
Holders.

              


      

       

      Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably satisfactory to the Trustee, for any of the following
purposes:

      
        
          
            
               

            

            - 63
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (1)

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

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                to
      add any additional Events of Default for the benefit of the Holders of all
      or any series of Securities (and if such Events of Default are to be for
      the benefit of less than all series of Securities, stating that such
      Events of Default are expressly being included solely for the benefit of
      such series); provided, however, that in respect of any such additional
      Events of Default 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 default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default; or

              


      

      


      
        	
                 
      

              	
                (4)

              	
                to
      add to or change any of the provisions of this Indenture to provide that
      Bearer Securities may be registrable as to principal, to change or
      eliminate any restrictions on the payment of principal of or any premium,
      Make-Whole Amount or Interest on Bearer Securities, to permit Bearer
      Securities to be issued in exchange for Registered Securities, to permit
      Bearer Securities to be issued in exchange for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form, provided that any such action shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect;
  or

              


      

      


      
        	
                 
      

              	
                (5)

              	
                to
      add to, change or eliminate any of the provisions of this Indenture in
      respect of any series of Securities, provided that any such addition,
      change or elimination shall (i) neither (A) apply to any Security of any
      series created prior to the execution of such supplemental indenture and
      entitled to the benefit of such provision, nor (B) modify the rights of
      the Holder of any such Security with respect to such provision; or (ii)
      become effective only when there is no Security Outstanding;
      or

              


      

      


      
        	
                 
      

              	
                (6)

              	
                to
      secure the Securities; or

              


      

      
        
          
            
               

            

            - 64
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (7)

              	
                to
      establish the form or terms of Securities of any series and any related
      coupons as permitted by Sections 201 and 301, including the provisions and
      procedures relating to Securities convertible into or exchangeable for
      other securities or property of the Company;
or

              


      

      


      
        	
                 
      

              	
                (8)

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

              


      

      


      
        	
                 
      

              	
                (9)

              	
                to
      make provision with respect to the conversion or exchange rights of
      Holders pursuant to the requirements of Article Sixteen, including
      providing for the conversion or exchange of the securities into any
      security or property of the Company;
or

              


      

      


      
        	
                 
      

              	
                (10)

              	
                to
      cure any ambiguity, to correct or supplement any provision herein which
      may be defective or inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture which shall not be inconsistent with the provisions
      of this Indenture or to make any other changes, provided that in each
      case, such provisions shall not adversely affect the interests of the
      Holders of Securities of any series or any related coupons in any material
      respect; or

              


      

      


      
        	
                 
      

              	
                (11)

              	
                to
      close this Indenture with respect to the authentication and delivery of
      additional series of Securities or to qualify, or maintain qualification
      of, this Indenture under the TIA;
or

              


      

      


      
        	
                 
      

              	
                (12)

              	
                to
      supplement any of the provisions of this Indenture to such extent as shall
      be necessary to permit or facilitate the defeasance and discharge of any
      series of Securities pursuant to Sections 401, 1402 and 1403; provided in
      each case that any such action shall not adversely affect the interests of
      the Holders of Securities of such series and any related coupons or any
      other series of Securities in any material
  respect.

              


      

      


      SECTION
902.                                Supplemental
Indentures with Consent of Holders.

       

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

      
        
          
            
               

            

            - 65
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (1)

              	
                change
      the Stated Maturity of the principal of (or premium or Make-Whole Amount,
      if any, on) or any installment of principal of or interest on, any
      Security; or reduce the principal amount thereof or the rate or amount of
      interest thereon or any Additional Amounts payable in respect thereof, or
      any premium or Make-Whole Amount payable upon the redemption thereof, or
      change any obligation of the Company to pay Additional Amounts pursuant to
      Section 1011 (except as contemplated by Section 801(i) and
      permitted by Section 901(1)), or reduce the amount of the principal
      of an Original Issue Discount Security or Indexed Security or Make-Whole
      Amount, if any, that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the
      amount thereof provable in bankruptcy pursuant to Section 504, or
      adversely affect any right of repayment at the option of the Holder of any
      Security, or change any Place of Payment where, or the currency or
      currencies, currency unit or units or composite currency or currencies in
      which, the principal of any Security or any premium or Make-Whole Amount
      or any Additional Amounts payable in respect thereof or the interest
      thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or the Repayment Date, as the case may
      be); or

              


      

      


      
        	
                 
      

              	
                (2)

              	
                reduce
      the percentage in principal amount of the Outstanding Securities of any
      series, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver with
      respect to such series (or compliance with certain provisions of this
      Indenture or certain defaults hereunder and their consequences) provided
      for in this Indenture, or reduce the requirements of Section 1504 for
      quorum or voting; or

              


      

      


      
        	
                 
      

              	
                (3)

              	
                modify
      any of the provisions of this Section, Section 513 or
      Section 1012, except to increase the required percentage to effect
      such action or to provide that certain other provisions of this Indenture
      cannot be modified or waived without the consent of the Holder of each
      Outstanding Security affected thereby;
or

              


      

      


      
        	
                 
      

              	
                (4)

              	
                make
      any change that adversely affects the right to convert or exchange any
      Security as provided in Article Sixteen or pursuant to Section 301
      (except as permitted by Section 901(9)) or decrease the conversion or
      exchange rate or increase the conversion or exchange price of any such
      Security; or

              


      

      
        
          
            
               

            

            - 66
-

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (5)

              	
                change
      the place of payment or the currency or currencies of payment of the
      principal of, and any premium, Make-Whole Amount, interest or Additional
      Amounts on, any Security; or

              


      

      


      
        	
                 
      

              	
                (6)

              	
                impair
      the right to institute suit for the enforcement of any payment on or with
      respect to any Security; or

              


      

      


      
        	
                 
      

              	
                (7)

              	
                modify
      any of the foregoing provisions or any of the provisions relating to the
      waiver of certain past defaults or certain covenants, except to increase
      the required percentage to effect such action or to provide that certain
      other provisions may not be modified or waived without the consent of the
      holder of the Security.

              


      

      


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

      


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

      


      
        	
                 
      

              	
                SECTION
      903.

              	
                Execution
      of Supplemental Indentures.

              


      

       

      In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution of such supplemental indenture have been complied
with.  The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

      


      
        	
                 
      

              	
                SECTION
      904.

              	
                Effect
      of Supplemental Indentures.

              


      

       

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

      
        
          
            
               

            

            - 67
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                SECTION
      905.

              	
                Conformity
      with Trust Indenture Act.

              


      

       

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

      


      
        	
                 
      

              	
                SECTION
      906.

              	
                Reference
      in Securities to Supplemental
Indentures.

              


      

       

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

      


      SECTION
907.                                Notice
of Supplemental Indentures.

       

      Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner
provided for in Section 106, setting forth in general terms the substance
of such supplemental indenture.

      


      


      ARTICLE
TEN

      COVENANTS

      


      
        	
                 
      

              	
                SECTION
      1001.

              	
                Payment
      of Principal, Premium or Make-Whole Amount, if any, Interest and
      Additional Amounts.

              


      

       

      The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, any interest due on
and any Additional Amounts payable in respect of Bearer Securities on or before
Maturity, other than Additional Amounts, if any, payable as provided in
Section 1011 in respect of principal of (or premium or Make-Whole Amount,
if any, on) such a Security, shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced
thereby as they severally mature.  Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option
of the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security.

      
        
          
            
               

            

            - 68
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1002.                                Maintenance
of Office or Agency.

       

      If
Securities of a series are issued as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series may be
converted or exchanged in accordance with Article Sixteen, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  If Securities of a series are issued as
Bearer Securities, the Company will maintain: (A) in the City of Savannah
Georgia or in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 1011) or conversion; provided, however, that if
the Securities of that series are listed on the Luxembourg Stock Exchange, The
International Stock Exchange of the United Kingdom or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
Luxembourg, London or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange; and (C) subject to any laws or regulations applicable thereto, in each
Place of Payment for that series located outside the United States an office or
agency where any Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1011) at the offices specified in the Security, in London, England,
and the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

      
        
          
            
               

            

            - 69
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Unless
otherwise specified with respect to any Securities pursuant to Section 301,
no payment of principal, premium, Make-Whole Amount or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant to Section 1011) shall be made at the
office of the Company's Paying Agent in the City Savannah, Georgia or the
Borough of Manhattan, The City of New York, if (but only if) payment in Dollars
of the full amount of such principal, premium, interest, Additional Amounts or
Make-Whole Amount, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

      


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

      


      Unless
otherwise specified with respect to any Securities pursuant to Section 301,
if and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent.

      


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

       

      If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (and premium or Make-Whole Amount, if
any) or interest or Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

      


      Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts
in respect of, any Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, Make-Whole Amount or interest or Additional
Amounts and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

      
        
          
            
               

            

            - 70
-  

          

          
             


            
              

            

          

          
             


          

        

      

      The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

      


      
        	
                 
      

              	
                (1)

              	
                hold
      all sums held by it for the payment of principal of (and premium or
      Make-Whole Amount, if any) or interest on Securities or Additional Amounts
      in trust for the benefit of the Persons entitled thereto until such sums
      shall be paid to such Persons or otherwise disposed of as herein
      provided;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                give
      the Trustee written notice of any default by the Company (or any other
      obligor upon the Securities) in the making of any such payment of
      principal (and premium or Make-Whole Amount, if any) or interest or
      Additional Amounts; and

              


      

      


      
        	
                 
      

              	
                (3)

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

              


      

      


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

      


      Except as
otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any), interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

      
        
          
            
               

            

            - 71
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1004.                                [Reserved].

       

      


      SECTION
1005.                                Existence.

       

      Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect the existence, rights (charter and
statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries as a whole and that the loss thereof is not disadvantageous in
any material respect to the Holders of Securities of any series.

      


      SECTION
1006.                                Maintenance
of Properties.

       

      The
Company will cause all of its material properties used or useful in the conduct
of its business or the business of any Subsidiary, to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Subsidiary from selling or otherwise disposing of its properties in the ordinary
course of its business.

      


      SECTION
1007.                                [Reserved].

       

      


      SECTION
1008.                                Payment
of Taxes and Other Claims.

       

      The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental charges
levied or imposed upon it or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

      
        
          
            
               

            

            - 72
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1009.                                Provision
of Financial Information.

       

      Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act,
the Company will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the “Financial Statements”) if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the “Required Filing Dates”) by which the Company would have
been required so to file such documents if the Company were so
subject.

      


      The
Company will also in any event (x) within 15 days of each Required Filing Date
file with the Trustee copies of annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Company were
subject to such Sections, and (y) if filing such documents by the Company with
the Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

      


      SECTION
1010.                                Statement
as to Compliance.

       

      The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof.  For purposes of this Section 1010,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

      


      SECTION
1011.                                Additional
Amounts.

       

      If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301.  Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the
principal of or any premium, Make-Whole Amount or interest on, or in respect of,
any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts provided
by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

      
        
          
            
               

            

            - 73
-  

          

          
             


            
              

            

          

          
             


          

        

      

      Except as
otherwise specified as contemplated by Section 301, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the
series.  If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts, if any, required by the terms of such
Securities.  In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise
advised.  The Company covenants to indemnify the Trustee and any
Paying Agent and their respective officers, directors, employees and agents for,
and to hold them harmless against, any loss, liability or expense (including
legal fees and expenses) reasonably incurred without gross negligence or bad
faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section or in reliance on the Company's not furnishing
such an Officers' Certificate.

      


      SECTION
1012.                                Waiver
of Certain Covenants.

       

      The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1004 to 1009, inclusive, and with any other
term, provision or condition with respect to the Securities of any series
specified in accordance with Section 301 (except any such term, provision
or condition which could not be amended without the consent of Holders of all
Securities of such Series pursuant to Section 902), if before or after the
time for such compliance the Holders of at least a majority in principal amount
of all outstanding Securities of such series, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

      
        
          
            
               

            

            - 74
-  

          

          
             


            
              

            

          

          
             


          

        

      

      ARTICLE
ELEVEN

      REDEMPTION
OF SECURITIES

      


      SECTION
1101.                                Applicability
of Article.

       

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

      


      SECTION
1102.                                Election
to Redeem; Notice to Trustee.

       

      The
election of the Company to redeem any Securities, including coupons, if any
shall be evidenced by or pursuant to a Board Resolution.  In case of
any redemption at the election of the Company of less than all of the Securities
or coupons, if any, of any series, the Company shall, at least 45 days prior to
the giving of the notice of redemption in Section 1104 (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee, in writing, of
such Redemption Date, Redemption Price and of the principal amount of Securities
of such series to be redeemed.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate and Opinion of Counsel evidencing compliance with such
restriction or condition.

      


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

       

      If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
issued on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that
series.  The Trustee shall make the selection from Securities of the
series that are Outstanding and that have not previously been called for
redemption and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities, including coupons, if
any, of that series or any integral multiple thereof).

      


      If any
Security selected for partial redemption is converted in part before termination
of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for
redemption.  Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.  In any case where more
than one Security is registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were represented
by one Security.

      
        
          
            
               

            

            - 75
-  

          

          
             


            
              

            

          

          
             


          

        

      

      The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

      


      For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any 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
1104.                                Notice
of Redemption.

       

      Notice of
redemption shall be given in the manner provided in Section 106, not less
than 30 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to
give such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

      


      Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

      


      All
notices of redemption shall state:

      


      
        	
                 
      

              	
                (1)

              	
                the
      Redemption Date;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      Redemption Price, accrued interest to the Redemption Date payable as
      provided in Section 1106, if any, and Additional Amounts, if
      any;

              


      

      


      
        	
                 
      

              	
                (3)

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

              


      

      


      
        	
                 
      

              	
                (4)

              	
                in
      case any Security is to be redeemed in part only, that on and after the
      Redemption Date, upon surrender of such Security, the holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining
  unredeemed;

              


      

      


      
        	
                 
      

              	
                (5)

              	
                that
      on the Redemption Date the Redemption Price and accrued interest to the
      Redemption Date payable as provided in Section 1106, if any, will
      become due and payable upon each such Security, or the portion thereof, to
      be redeemed and, if applicable, that interest thereon shall cease to
      accrue on and after said date;

              


      

      
        
          
            
               

            

            - 76
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (6)

              	
                the
      Place or Places of Payment where such Securities, together in the case of
      Bearer Securities with all coupons appertaining thereto, if any, maturing
      after the Redemption Date, are to be surrendered for payment of the
      Redemption Price and accrued interest, if any, or for conversion or
      exchange;

              


      

      


      
        	
                 
      

              	
                (7)

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

              


      

      


      
        	
                 
      

              	
                (8)

              	
                that,
      unless otherwise specified in such notice, Bearer Securities of any
      series, if any, surrendered for redemption must be accompanied by all
      coupons maturing subsequent to the date fixed for redemption or the amount
      of any such missing coupon or coupons will be deducted from the Redemption
      Price, unless security or indemnity satisfactory to the Company, the
      Trustee for such series and any Paying Agent is
  furnished;

              


      

      


      
        	
                 
      

              	
                (9)

              	
                if
      Bearer Securities of any series are to be redeemed and any Registered
      Securities of such series are not to be redeemed, and if such Bearer
      Securities may be exchanged for Registered Securities not subject to the
      redemption on this Redemption Date pursuant to Section 305 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made;

              


      

      


      
        	
                 
      

              	
                (10)

              	
                the
      CUSIP number of such Security, if any, provided that neither the Company
      nor the Trustee shall have any responsibility for any such CUSIP number;
      and

              


      

      


      
        	
                 
      

              	
                (11)

              	
                if
      applicable, that a Holder of Securities who desires to convert or exchange
      Securities to be redeemed must satisfy the requirements for conversion or
      exchange contained in such Securities, the then existing conversion or
      exchange price or rate and the date and time when the option to convert or
      exchange shall expire and the place or places where such Securities may be
      surrendered for conversion.

              


      

      


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

      


      SECTION
1105.                                Deposit
of Redemption Price.

       

      On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay on the Redemption Date the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

      
        
          
            
               

            

            - 77
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1106.                                Securities
Payable on Redemption Date.

       

      Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void.  Except as
provided in the next succeeding paragraph, upon surrender of any such Security
for redemption in accordance with said notice, together with all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of coupons for such interest; and provided further that except as
otherwise provided with respect to Securities convertible or exchangeable into
other securities or property of the Company, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 307.

      


      If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest (and any Additional Amounts) represented by coupons shall
be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal, (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the
rate borne by the Security.

      
        
          
            
               

            

              -
78 -

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1107.                                Securities
Redeemed in Part.

       

      Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

      


      


      ARTICLE
TWELVE

      SINKING
FUNDS

      


      SECTION
1201.                                Applicability
of Article.

       

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

      


      The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of such Securities of any series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202.  Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

      


      SECTION
1202.                                Satisfaction
of Sinking Fund Payments with Securities.

       

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

      
        
          
            
               

            

            - 79
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1203.                                Redemption
of Securities for Sinking Fund.

       

      Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and
credited.  If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein
specified.  Not more than 60 nor less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in
Section 1104.  Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Section 1106 and 1107.

      


      


      ARTICLE
THIRTEEN

      REPAYMENT
AT THE OPTION OF HOLDERS

      


      SECTION
1301.                                Applicability
of Article.

       

      Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this
Article.

      


      SECTION
1302.                                Repayment
of Securities.

       

      Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereon, together with
interest, if any, thereof accrued to the Repayment Date specified in or pursuant
to the terms of such Securities.  The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to
pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of, and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portion thereof, as the case may be, to be repaid on such date.

      
        
          
            
               

            

            - 80
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1303.                                Exercise
of Option.

       

      Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such
Securities.  In order for any Security to be repaid at the option of
the Holder, the Trustee must receive at the Place of Payment therefor specified
in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the “Option to Elect
Repayment” form on the reverse thereof duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. (“NASD”), or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the Security, will be received by the Trustee not
later than the third Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such third Business
Day.  If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be
specified.  The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within the
series of which such Security to be repaid is a part.  Except as
otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.

      


      
        	
                 
      

              	
                SECTION
      1304.

              	
                When
      Securities Presented for Repayment Become Due and
  Payable.

              


      

       

      If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon surrender of any such Security
for repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified
pursuant to Section 301, only upon presentation and surrender of such
coupons; and provided further that, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

      
        
          
            
               

            

            -81
-  

          

          
             


            
              

            

          

          
             


          

        

      

      If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in
Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those
coupons.  If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

      


      
        	
                 
      

              	
                SECTION
      1305.

              	
                Securities
      Repaid in Part.

              


      

       

      Upon
surrender of any Registered Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

      
        
          
            
               

            

            - 82
-  

          

          
             


            
              

            

          

          
             


          

        

      

      


      ARTICLE
FOURTEEN

      DEFEASANCE
AND COVENANT DEFEASANCE

      


      
        	
                 
      

              	
                SECTION
      1401.

              	
                Applicability of Article;
      Company's Option to Effect Defeasance or Covenant
      Defeasance.

              


      

       

      If,
pursuant to Section 301, provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or
(b) covenant defeasance of the Securities of or within a series under
Section 1403 to be applicable to the Securities of any series, then the
provisions of such Section or Sections, as the case may be, together with
the other provisions of this Article (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution at any time, with respect to such
Securities and any coupons appertaining thereto, elect to defease such
Outstanding Securities and coupons appertaining thereto pursuant to
Section 1402 (if applicable) or Section 1403 (if applicable) upon
compliance with the conditions set forth below in this Article.

      


      SECTION
1402.                                Defeasance
and Discharge.

       

      Upon the
Company's exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter,
“defeasance”).  For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any coupons appertaining thereto,
which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Securities and any coupons appertaining thereto and this Indenture
insofar as such Securities and any coupons appertaining thereto are concerned
(and the Trustee, at the expense of the Company, 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 such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more
fully set forth in such Section, payments in respect of the principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1011, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this
Article.  Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities
and any coupons appertaining thereto.

      
        
          
            
               

            

            - 83
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1403.                                Covenant
Defeasance.

       

      Upon the
Company's exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1005 to 1009, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to
such Outstanding Securities and any coupons appertaining thereto on and after
the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “covenant defeasance”), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 1005 to 1009,
inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

      


      SECTION
1404.                                Conditions to Defeasance or Covenant
Defeasance.

       

      The
following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

      


      (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who
shall agree to comply with the provisions of this Article Fourteen applicable to
it) 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 such Securities and any coupons appertaining thereto, (1) an
amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) if Securities of such series are not subject to early repayment
at the option of the Holders, Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, and Additional Amounts, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination thereof
in an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any,
and Additional Amounts, if any on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities.  Before such a deposit, the Company
may give to the Trustee, in accordance with Section 1102 hereof, a notice
of its election to redeem all or any portion of such Outstanding Securities at a
future date in accordance with the terms of the Securities of such series and
Article Eleven hereof, which notice shall be irrevocable.  Such
irrevocable redemption notice, if given, shall be given effect in applying the
foregoing.

      
        
          
            
               

            

            - 84
-  

          

          
             


            
              

            

          

          
             


          

        

      

      (b)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a breach or default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound
(and shall not cause the Trustee to have a conflicting interest pursuant to
Section 310(b) of the TIA with respect to any Security of the
Company).

      


      (c)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

      


      (d)           In
the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

      


      (e)           In
the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

      
        
          
            
               

            

            - 85
-  

          

          
             


            
              

            

          

          
             


          

        

      

      (f)           The
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with and an Opinion of Counsel to the effect
that either (i) as a result of a deposit pursuant to subsection (a) above and
the related exercise of the Company's option under Section 1402 or
Section 1403 (as the case may be) registration is not required under the
Investment Company Act of 1940, as amended, by the Company, with respect to the
trust funds representing such deposit or by the Trustee for such trust funds or
(ii) all necessary registrations under said Act have been effected.

      


      (g)           After
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally.

      


      (h)           Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.

      


      
        	
                 
      

              	
                SECTION
      1405.

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

              


      

       

      Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to Section 1404 in respect of
any Outstanding Securities of any series and any coupons appertaining thereto
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, if
any, but such money need not be segregated from other funds except to the extent
required by law.

      


      Unless
otherwise specified with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

      
        
          
            
               

            

            - 86
-  

          

          
             


            
              

            

          

          
             


          

        

      

      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1404 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 such Outstanding Securities and any coupons appertaining
thereto.

      


      Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this
Article.

      


      SECTION
1406.                                Reinstatement.

       

      If the
Trustee or the Paying Agent is unable to apply any money or the Government
Obligations, as the case may be, in accordance with this Article with respect to
any Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture, such Securities and any coupons
appertaining thereto from which the Company has been discharged or released
pursuant to Section 1402 or 1403 shall be revived and reinstated as though
no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or Government Obligations, as the case may be, held in trust pursuant
to Section 1405 with respect to such Securities and any coupons
appertaining thereto in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities or
coupons to receive such payment from the money or Government Obligations, as the
case may be, so held in trust.

      


      


      
        
          
            
               

            

            - 87
-

          

          
             


            
              

            

          

          
             


          

        
ARTICLE FIFTEEN

      MEETINGS
OF HOLDERS OF SECURITIES

      


      SECTION
1501.                                Purposes
for Which Meetings May Be Called.

       

      A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

      


      SECTION
1502.                                Call,
Notice and Place of Meetings.

       

      (a)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at
such place in the City of Savannah, Georgia or the Borough of Manhattan, The
City of New York, or in London as the Trustee shall determine.  Notice
of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.

      


      (b)           In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the City
of Savannah, Georgia or the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

      


      SECTION
1503.                                Persons
Entitled to Vote at Meetings.

       

      To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its
counsel.

      
        
          
            
               

            

            - 88
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1504.                                Quorum;
Action.

       

      The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum.  In
the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting.  In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given
only once not less than five (5) days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of the reconvening of any
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.  Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

      


      Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on
all the Holders of Securities of such series and the related coupons, whether or
not present or represented at the meeting.

      


      Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken
at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:

      


      
        	
                 
      

              	
                (i)

              	
                there
      shall be no minimum quorum requirement for such meeting;
    and

              


      

      
        
          
            
               

            

            - 89
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                (ii)

              	
                the
      principal amount of the Outstanding Securities of such series that vote in
      favor of such request, demand, authorization, direction, notice, consent,
      waiver or other action shall be taken into account in determining whether
      such request, demand, authorization, direction, notice, consent, waiver or
      other action has been made, given or taken under this
      Indenture.

              


      

      


      
        	
                 
      

              	
                SECTION
      1505.

              	
                Determination
      of Voting Rights; Conduct and Adjournment of
  Meetings.

              


      

       

      (a)           Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities.  Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

      


      (b)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or
the Holders of Securities of or within the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

      


      (c)           At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

      


      (d)           Any
meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

      
        
          
            
               

            

            - 90
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1506.                                Counting
Votes and Recording Action of Meetings.

       

      The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them.  The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable,
Section 1504.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

      


      SECTION
1507.                                Evidence
of Action Taken by Holders.

       

      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 Holders 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 Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee.  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 315(a) through 315(d) of the TIA) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Article.

      


      SECTION
1508.                                Proof
of Execution of Instruments.

       

      Subject
to TIA Sections 315(a) through 315(d), the execution of any instrument by a
Holder 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.

      
        
          
            
               

            

            - 91
-  

          

          
             


            
              

            

          

          
             


          

        

      

      


      ARTICLE
SIXTEEN

      CONVERSION
OR EXCHANGE OF SECURITIES

      


      
        	
                 
      

              	
                SECTION
      1601.

              	
                Applicability
      of Article.

              


      

       

      The
provisions of this Article shall be applicable to the Securities of any series
which are convertible or exchangeable for other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, except as otherwise specified as contemplated by
Section 301 for the Securities of such series.

      


      
        	
                 
      

              	
                SECTION
      1602.

              	
                Election
      to Exchange; Notice to Trustee and
Holders.

              


      

       

      The
election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.  On or prior to the seventh Business Day prior to
Maturity of the Securities, the Company shall provide written notice to the
Holders of record of the Securities and to the Trustee and will publish a notice
in a daily newspaper of national circulation stating whether the Company has
made such election.

      


      
        	
                 
      

              	
                SECTION
      1603.

              	
                No
      Fractional Shares.

              


      

       

      No
fractional shares of securities shall be delivered upon exchanges of Securities
of any series.  If more than one Security shall be surrendered for
exchange at one time by the same Holder, the number of full shares which shall
be delivered upon exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered.  If, except for the provisions of
this Section 1603, any Holder of a Security or Securities would be entitled
to a fractional share of a security upon the exchange of such Security or
Securities, or specified portions thereof, the Company shall pay to such Holder
an amount in cash equal to the current market value of such fractional share
computed on the basis of an average Closing Price of such
security.  The “Closing Price” of any security on any date of
determination means, (i) if such security is listed or admitted to unlisted
trading privileges on a national securities exchange, the last reported sale
price regular way on such exchange, (ii) if such security is not at the time so
listed, as reported by the NASDAQ National Market, or (iii) if such security is
not at the time so listed or reported or admitted to unlisted trading privileges
on a national securities exchange, the average of the bid and asked prices of
such security in the over-the-counter market, as reported by the National
Quotation Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so
available, the market price as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.

      
        
          
            
               

            

            - 92
-  

          

          
             


            
              

            

          

          
             


          

        

      

      
        	
                 
      

              	
                SECTION
      1604.

              	
                Adjustment
      of Exchange Rate.

              


      

       

      The
exchange rate of Securities of any series that is exchangeable for other
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in
accordance with the terms of the supplemental indenture or Board Resolution
setting forth the terms of the Securities of such series.

      


      Whenever
the exchange rate is adjusted, the Company shall compute the adjusted exchange
rate in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers' Certificate setting forth the adjusted
exchange rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange of Securities pursuant
to Section 1002 and, if different, with the Trustee.  The Company
shall forthwith cause a notice setting forth the adjusted exchange rate to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any exchange agent
other than the Trustee.

      


      SECTION
1605.                                Payment
of Certain Taxes Upon Exchange.

       

      The
Company will pay any and all taxes that may be payable in respect of the
transfer and delivery of shares of other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) of the
Company on exchange of Securities pursuant hereto.  The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the delivery of shares of securities in a name other than
that of the Holder of the Security or Securities to be exchanged, and no such
transfer or delivery shall be made unless and until the person requesting such
transfer has paid to the Company the amount of any such tax, or has established,
to the satisfaction of the Company, that such tax has been paid.

      


      SECTION
1606.                                Shares
Free and Clear.

       

      The
Company hereby warrants that upon exchange of Securities of any series, the
Holder of a Security shall receive all rights held by the Company in such
security for which such Security is at such time exchangeable under this Article
Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than, to the extent permitted by the terms of the Securities of such
series, any liens, claims, charges and encumbrances which may have been placed
on any such security by the prior owner thereof, prior to the time such security
was acquired by the Company.  Except as provided in Section 1604,
the Company will pay all taxes and charges with respect to the delivery of such
security delivered in exchange for Securities hereunder.

      
        
          
            
               

            

            - 93
-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1607.                                Cancellation
of Security.

       

      Upon
receipt by the Trustee of Securities of any series delivered to it for exchange
under this Article Sixteen, the Trustee shall cancel and dispose of the same as
provided in Section 309.

      


      SECTION
1608.                                Duties
of Trustee Regarding Exchange.

       

      Neither
the Trustee nor any exchange agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is exchangeable
into other securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company to determine
whether any facts exist which may require any adjustment of the exchange rate,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in
making the same.  Neither the Trustee nor any exchange agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company, or of any Securities and
neither the Trustee nor any exchange agent makes any representation with respect
thereto.  Subject to the provisions of Section 612, neither the
Trustee nor any exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any stock certificates or other securities
or property (including securities of other issuers, provided that such
securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) upon the surrender of any Security for the purpose
of exchange or to comply with any of the covenants of the Company contained in
this Article Sixteen or in the applicable supplemental indenture, resolutions of
the Board of Directors or written instrument executed by one or more duly
authorized officers of the Company.

      


      SECTION
1609.                                Repayment
of Certain Funds Upon Exchange.

       

      Any funds
which at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including funds deposited for the sinking fund referred to in Article Twelve
hereof) and which shall not be required for such purposes because of the
exchange of such Securities as provided in this Article Sixteen shall after such
exchange be repaid to the Company by the Trustee upon the Company's written
request.

      
        
          
            
               

            

            -
94-  

          

          
             


            
              

            

          

          
             


          

        

      

      SECTION
1610.                                Exercise
of Conversion Privilege.

       

      In order
to exercise a conversion or exchange privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 1002,
accompanied by written notice to the Company that the Holder elects to convert
or exchange such Security or a specified portion thereof.  Such notice
shall also state, if different from the name or names (with address) in which
the Securities are registered, the name or names in which the securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company which shall be issuable on such conversion or
exchange shall be issued.  Securities surrendered for conversion or
exchange shall (if so required by the Company or the Trustee) be duly endorsed
by or accompanied by instruments of transfer in forms satisfactory to the
Company and the Trustee duly executed by the registered Holder or its attorney
duly authorized in writing; and Securities so surrendered for conversion or
exchange during the period from the close of business on any Regular Record Date
to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered Holder notwithstanding the conversion or exchange
of such Security, subject to the provisions of Section 307 relating to the
payment of Defaulted Interest by the Company.  As promptly as
practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) of the
Company issuable or deliverable upon the conversion or exchange of such Security
(or specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers' Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such common stock
otherwise issuable upon such conversion or exchange.  Such conversion
or exchange shall be deemed to have been effected immediately prior to the close
of business on the date on which such notice and such payment, if required,
shall have been received in proper order for conversion or exchange by the
Company and such Security shall have been surrendered as aforesaid (unless such
Holder shall have so surrendered such Security and shall have instructed the
Company to effect the conversion or exchange on a particular date following such
surrender and such Holder shall be entitled to convert or exchange such Security
on such date, in which case such conversion or exchange shall be deemed to be
effected immediately prior to the close of business on such date) and at such
time the rights of the Holder of such Security as such Security Holder shall
cease and the person or persons in whose name or names any securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company shall be issuable or deliverable upon such conversion
or exchange shall be deemed to have become the Holder or Holders of record of
the shares represented thereby.  Except as set forth above and subject
to the final paragraph of Section 307, no payment or adjustment shall be
made upon any conversion or exchange on account of any interest accrued on the
Securities surrendered for conversion or exchange or on account of any interest
or dividends on the securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of
the Exchange Act and such issuer is then eligible to use Form S-3 (or any
successor form) for a primary offering of its securities) of the Company issued
or delivered upon such conversion or exchange.

      
        
          
            
               

            

            -
95-  

          

          
             


            
              

            

          

          
             


          

        

      

      In the
case of any Security which is converted or exchanged in part only, upon such
conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

      


      
        	
                 
      

              	
                SECTION
      1611.

              	
                Effect
      of Consolidation or Merger on Conversion
  Privilege.

              


      

       

      In case
of any consolidation of the Company with, or merger of the Company into or with
any other Person, or in case of any sale of all or substantially all of the
assets of the Company, the Company or the Person formed by such consolidation or
the Person into which the Company shall have been merged or the Person which
shall have acquired such assets, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding of any series that is convertible into common stock of
the Company shall have the right, which right shall be the exclusive conversion
right thereafter available to said Holder (until the expiration of the
conversion right of such Security), to convert such Security into the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such consolidation, merger or sale by a holder of the number of
shares of common stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture.  Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security.  The above provisions of
this Section shall similarly apply to successive consolidations, mergers or
sales.  It is expressly agreed and understood that anything in this
Indenture to the contrary notwithstanding, if, pursuant to such merger,
consolidation or sale, holders of outstanding shares of common stock of the
Company do not receive shares of common stock of the surviving corporation but
receive other securities, cash or other property or any combination thereof,
Holders of Securities shall not have the right to thereafter convert their
Securities into common stock of the surviving corporation or the corporation
which shall have acquired such assets, but rather, shall have the right upon
such conversion to receive the other securities, cash or other property
receivable by a holder of the number of shares of common stock of the Company
into which the Securities held by such holder might have been converted
immediately prior to such consolidation, merger or sale, all as more fully
provided in the first sentence of this Section 1611.  Anything in
this Section 1611 to the contrary notwithstanding, the provisions of this
Section 1611 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of common stock of the Company are not changed or
converted into any other securities or property (including cash) or changed in
number or character or reclassified pursuant to the terms of such merger or
consolidation.

      
        
          
            
               

            

            - 96
-  

          

          
             


            
              

            

          

          
             


          

        

      

      As
evidence of the kind and amount of shares of stock or other securities or
property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

      


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

      



      
        
          
             

          

          - 97
-  

        

        
           


          
            

          

        

        
           


          
             

          

        

      


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

      


      THE
SAVANNAH BANCORP, INC.

      


      


      By:
____________________________

      Name:
______________________

      Title:______________________

      


      [●],
as Trustee

      


      


      By:
____________________________

      Name:
______________________

      Title:______________________

      



      
        
          
             

          

          - 98
-  

        

        
           


          
            

          

        

        
           


          
             

          

        

      


      


      EXHIBIT
A-1

      


      


      FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

      TO
RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

      PAYABLE
PRIOR TO THE EXCHANGE DATE

      CERTIFICATE

      


      [Insert
title or sufficient description of Securities to be delivered]

      


      This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
companies, or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (“United States
person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise The Savannah Bancorp, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and,
in addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

      


      As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and “possessions” include Puerto Rico, the
U.S.  Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

      


      We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above- captioned
Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

      


      This
certificate excepts and does not relate to [U.S.  $]_________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
permanent global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

      
        
          
            
               

            

            A-1 


          

          
             


            
              

            

          

          
             


          

        

      

      We
understand that this certificate may be required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

      


      Dated:  _________________,
200_

      


      [To be
dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

      


      [Name of
Person Making Certification]

      


      (Authorized
Signatory) Name: Title:

      



      
        
          
             

          

          A-2 


        

        
           


          
            

          

        

        
           


          
             

          

        

      


      EXHIBIT
A-2

      


      


      FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

      AND
CLEARSTREAM IN CONNECTION WITH THE EXCHANGE

      OF A
PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

      OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

      CERTIFICATE

      


      [Insert
title or sufficient description of Securities to be delivered]

      


      This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, [U.S.  $]____________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic companies,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S.  Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as “financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise The Savannah
Bancorp, Inc. or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

      


      As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S.  Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

      


      We
further certify that (i) we are not making available herewith for exchange (or,
if relevant, collection of any interest) any portion of the temporary global
Security representing the above captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

      
        
          
            
               

            

            A-1 


          

          
             


            
              

            

          

          
             


          

        

      

      We
understand that this certification is required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

      


      Dated:
____________ 200_

      


      [To be
dated no earlier than the Exchange Date or the relevant Interest
Payment

      Date
occurring prior to the Exchange Date, as applicable]

      


      
        	
                 
      

              	
                [Euroclear
      Bank S.A.], as Operator of the Euroclear
System

              


      

      [Clearstream Banking, societe
anonyme,]

      


      By:
__________________________________

      



      
        
          
             

          

          A-2 


        

        
           


          
            

          

        

        
           


          
             

          

        

      


      EXHIBIT
B

      


      


      FORM
OF

      EXCHANGE RATE OFFICER'S
CERTIFICATE

      


      The
undersigned, ______________________________, an officer of The Savannah Bancorp,
Inc., a Georgia corporation (the “Company”), in accordance with the terms of the
Indenture, dated as of _________________, 2009, between the Company and [●], as
Trustee (the “Indenture”), and pursuant to authority delegated by the Board of
Directors of the Company to the undersigned in resolutions duly adopted by such
Board at a meeting duly called and held on __________, _______ (the
“Resolutions”), does hereby certify that:

      


      1.           The
[exchange rate] [applicable bid quotation] in respect of the payment to be made
on [insert date] by the Company with respect to its [insert title of security]
is ____________________.

      


      2.           The
amount payable on [insert date] in respect of the Company's [insert title of
security] is ______________ per [$1,000] principal amount of such
security.

      


      IN WITNESS WHEREOF, I have hereunto
signed by name.

      


      Dated:
__________________________________________________

      


      Name:
___________________________

      Title:
__________________________

      


      


      


B-1