ex4-1.htm


     

    Exhibit
4.1

     

     

     

     

     

    


    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    STILLWATER
MINING COMPANY

     

    Issuer

     

    ___________________________

    


     

    INDENTURE
OF DEBT SECURITIES

     

    Dated
as of

     

    November
17, 2009

     

    ___________________________

    


     

    LAW
DEBENTURE TRUST COMPANY OF NEW YORK

     

    Trustee

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

     

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF CONTENTS*

     

     

    PAGE

    
      	
              ARTICLE
      I DEFINITIONS

            	
              1

            
	 
      	 
      
	
              Section
      1.01

            	
              Definitions.

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      II FORMS OF SECURITIES

            	
              8

            
	 
      	 
      
	
              Section
      2.01

            	
              Terms
      of the Securities

            	
              8

            
	
              Section
      2.02

            	
              Form
      of Trustee’s Certificate of Authentication

            	
              8

            
	
              Section
      2.03

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

            	
              9

            
	 
      	 
      	 
      
	
              ARTICLE
      III THE DEBT SECURITIES

            	
              9

            
	 
      	 
      
	
              Section
      3.01

            	
              Amount
      Unlimited; Issuable in Series

            	
              9

            
	
              Section
      3.02

            	
              Denominations

            	
              12

            
	
              Section
      3.03

            	
              Execution,
      Authentication, Delivery and Dating

            	
              12

            
	
              Section
      3.04

            	
              Temporary
      Securities

            	
              14

            
	
              Section
      3.05

            	
              Registrar
      and Paying Agent

            	
              15

            
	
              Section
      3.06

            	
              Transfer
      and Exchange

            	
              15

            
	
              Section
      3.07

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities

            	
              19

            
	
              Section
      3.08

            	
              Payment
      of Interest; Interest Rights Preserved

            	
              19

            
	
              Section
      3.09

            	
              Cancellation

            	
              21

            
	
              Section
      3.10

            	
              Computation
      of Interest

            	
              21

            
	
              Section
      3.11

            	
              Currency
      of Payments in Respect of Securities

            	
              21

            
	
              Section
      3.12

            	
              Judgments

            	
              22

            
	
              Section
      3.13

            	
              Persons
      Deemed Owners

            	
              22

            
	
              Section
      3.14

            	
              CUSIP
      Numbers

            	
              22

            
	 
      	 
      	 
      
	
              ARTICLE
      IV REDEMPTION OF SECURITIES

            	
              23

            
	 
      	 
      
	
              Section
      4.01

            	
              Applicability
      of Right of Redemption

            	
              23

            
	
              Section
      4.02

            	
              Election
      to Redeem; Notice to Trustee

            	
              23

            
	
              Section
      4.03

            	
              Selection
      of Securities to be Redeemed

            	
              23

            
	
              Section
      4.04

            	
              Notice
      of Redemption

            	
              24

            
	
              Section
      4.05

            	
              Deposit
      of Redemption Price

            	
              24

            
	
              Section
      4.06

            	
              Securities
      Payable on Redemption Date

            	
              25

            
	
              Section
      4.07

            	
              Securities
      Redeemed in Part

            	
              25

            
	 
      	 
      	 
      
	
              ARTICLE
      V SINKING FUNDS

            	
              25

            


    

    _______________________

    *Table
of Contents is not a part of this Indenture.

    

      

    

     

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Section
      5.01

            	
              Applicability
      of Sinking Fund

            	
              25

            
	
              Section
      5.02

            	
              Mandatory
      Sinking Fund Obligation

            	
              26

            
	
              Section
      5.03

            	
              Optional
      Redemption at Sinking Fund Redemption Price

            	
              26

            
	
              Section
      5.04

            	
              Application
      of Sinking Fund Payment

            	
              26

            
	 
      	 
      	 
      
	
              ARTICLE
      VI Covenants

            	
              27

            
	 
      	 
      
	
              Section
      6.01

            	
              Payments
      of Securities

            	
              27

            
	
              Section
      6.02

            	
              Paying
      Agent

            	
              28

            
	
              Section
      6.03

            	
              To
      Hold Payment in Trust

            	
              28

            
	
              Section
      6.04

            	
              Merger,
      Consolidation and Sale of Assets

            	
              30

            
	
              Section
      6.05

            	
              Compliance
      Certificate

            	
              30

            
	
              Section
      6.06

            	
              Conditional
      Waiver by Holders of Securities

            	
              31

            
	
              Section
      6.07

            	
              Statement
      by Officers as to Default

            	
              31

            
	 
      	 
      	 
      
	
              ARTICLE
      VII REMEDIES OF TRUSTEE AND SECURITYHOLDERS

            	
              31

            
	 
      	 
      
	
              Section
      7.01

            	
              Events
      of Default

            	
              31

            
	
              Section
      7.02

            	
              Acceleration;
      Rescission and Annulment

            	
              33

            
	
              Section
      7.03

            	
              Other
      Remedies

            	
              34

            
	
              Section
      7.04

            	
              Trustee
      as Attorney-in-Fact

            	
              35

            
	
              Section
      7.05

            	
              Priorities

            	
              35

            
	
              Section
      7.06

            	
              Control
      by Securityholders; Waiver of Past Defaults

            	
              36

            
	
              Section
      7.07

            	
              Limitation
      on Suits

            	
              36

            
	
              Section
      7.08

            	
              Undertaking
      for Costs

            	
              37

            
	
              Section
      7.09

            	
              Remedies
      Cumulative

            	
              37

            
	 
      	 
      	 
      
	
              ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS

            	
              38

            
	 
      	 
      
	
              Section
      8.01

            	
              Evidence
      of Action of Securityholders

            	
              38

            
	
              Section
      8.02

            	
              Proof
      of Execution or Holding of Securities

            	
              38

            
	
              Section
      8.03

            	
              Persons
      Deemed Owners

            	
              39

            
	
              Section
      8.04

            	
              Effect
      of Consents

            	
              39

            
	 
      	 
      	 
      
	
              ARTICLE
      IX SECURITYHOLDERS’ MEETINGS

            	
              40

            
	 
      	 
      
	
              Section
      9.01

            	
              Purposes
      of Meetings

            	
              40

            
	
              Section
      9.02

            	
              Call
      of Meetings by Trustee

            	
              40

            
	
              Section
      9.03

            	
              Call
      of Meetings by Company or Securityholders

            	
              40

            
	
              Section
      9.04

            	
              Qualifications
      for Voting

            	
              40

            
	
              Section
      9.05

            	
              Regulation
      of Meetings

            	
              41

            
	
              Section
      9.06

            	
              Voting

            	
              41

            
	
              Section
      9.07

            	
              No
      Delay of Rights by Meeting

            	
              42

            
	 
      	 
      	 
      
	
              ARTICLE
      X REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’
      LISTS

            	
              42

            
	 
      	 
      
	
              Section
      10.01

            	
              Reports
      by Trustee

            	
              42

            


    

    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Section
      10.02

            	
              Reports
      by the Company

            	
              42

            
	
              Section
      10.03

            	
              Securityholders’
      Lists

            	
              43

            
	
              Section
      10.04

            	
              Preservation
      of Information; Communications to Holders

            	
              43

            
	 
      	 
      	 
      
	
              ARTICLE
      XI CONCERNING THE TRUSTEE

            	
              43

            
	 
      	 
      
	
              Section
      11.01

            	
              Rights
      of Trustees; Compensation and Indemnity

            	
              43

            
	
              Section
      11.02

            	
              Duties
      of Trustee

            	
              47

            
	
              Section
      11.03

            	
              Notice
      of Defaults

            	
              48

            
	
              Section
      11.04

            	
              Eligibility;
      Disqualification

            	
              48

            
	
              Section
      11.05

            	
              Resignation
      and Notice; Removal

            	
              49

            
	
              Section
      11.06

            	
              Successor
      Trustee by Appointment

            	
              49

            
	
              Section
      11.07

            	
              Successor
      Trustee by Merger

            	
              51

            
	
              Section
      11.08

            	
              Right
      to Rely on Officer’s Certificate

            	
              51

            
	
              Section
      11.09

            	
              Appointment
      of Authenticating Agent

            	
              51

            
	
              Section
      11.10

            	
              Communications
      by Securityholders with Other Securityholders

            	
              52

            
	 
      	 
      	 
      
	
              ARTICLE
      XII SATISFACTION AND DISCHARGE; DEFEASANCE

            	
              53

            
	 
      	 
      
	
              Section
      12.01

            	
              Applicability
      of Article

            	
              53

            
	
              Section
      12.02

            	
              Satisfaction
      and Discharge of Indenture

            	
              53

            
	
              Section
      12.03

            	
              Defeasance
      upon Deposit of Moneys or U.S. Government Obligations

            	
              54

            
	
              Section
      12.04

            	
              Repayment
      to Company

            	
              55

            
	
              Section
      12.05

            	
              Indemnity
      for U.S. Government Obligations

            	
              55

            
	
              Section
      12.06

            	
              Deposits
      to Be Held in Escrow

            	
              55

            
	
              Section
      12.07

            	
              Application
      of Trust Money

            	
              56

            
	
              Section
      12.08

            	
              Deposits
      of Non-U.S. Currencies

            	
              57

            
	 
      	 
      	 
      
	
              ARTICLE
      XIII IMMUNITY OF CERTAIN PERSONS

            	
              57

            
	 
      	 
      
	
              Section
      13.01

            	
              No
      Personal Liability

            	
              57

            
	 
      	 
      	 
      
	
              ARTICLE
      XIV SUPPLEMENTAL INDENTURES

            	
              57

            
	 
      	 
      
	
              Section
      14.01

            	
              Without
      Consent of Securityholders

            	
              57

            
	
              Section
      14.02

            	
              With
      Consent of Securityholders; Limitations

            	
              59

            
	
              Section
      14.03

            	
              Trustee
      Protected

            	
              60

            
	
              Section
      14.04

            	
              Effect
      of Execution of Supplemental Indenture

            	
              61

            
	
              Section
      14.05

            	
              Notation
      on or Exchange of Securities

            	
              61

            
	
              Section
      14.06

            	
              Conformity
      with TIA

            	
              61

            
	 
      	 
      	 
      
	
              ARTICLE
      XV SUBORDINATION OF SECURITIES

            	
              61

            
	 
      	 
      
	
              Section
      15.01

            	
              Agreement
      to Subordinate

            	
              61

            
	
              Section
      15.02

            	
              Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of
      Securities

            	
              61

            
	
              Section
      15.03

            	
              No
      Payment on Securities in Event of Default on Senior
      Indebtedness

            	
              63

            
	
              Section
      15.04

            	
              Payments
      on Securities Permitted

            	
              64

            


    

    
 

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
      15.05

            	
              Authorization
      of Securityholders to Trustee to Effect Subordination

            	
              64

            
	
              Section
      15.06

            	
              Notices
      to Trustee

            	
              64

            
	
              Section
      15.07

            	
              Trustee
      as Holder of Senior Indebtedness

            	
              65

            
	
              Section
      15.08

            	
              Modifications
      of Terms of Senior Indebtedness

            	
              65

            
	
              Section
      15.09

            	
              Reliance
      on Judicial Order or Certificate of Liquidating Agent

            	
              65

            
	
              Section
      15.10

            	
              Satisfaction
      and Discharge; Defeasance and Covenant Defeasance

            	
              65

            
	
              Section
      15.11

            	
              Trustee
      Not Fiduciary for Holders of Senior Indebtedness

            	
              66

            
	 
      	 
      	 
      
	
              ARTICLE
      XVI MISCELLANEOUS PROVISIONS

            	
              66

            
	 
      	 
      
	
              Section
      16.01

            	
              Certificates
      and Opinions as to Conditions Precedent

            	
              66

            
	
              Section
      16.02

            	
              Trust
      Indenture Act Controls

            	
              67

            
	
              Section
      16.03

            	
              Notices
      to the Company and Trustee

            	
              67

            
	
              Section
      16.04

            	
              Notices  to
      Securityholders; Waiver

            	
              67

            
	
              Section
      16.05

            	
              Legal
      Holiday

            	
              68

            
	
              Section
      16.06

            	
              Effects
      of Headings and Table of Contents

            	
              68

            
	
              Section
      16.07

            	
              Successors
      and Assigns

            	
              68

            
	
              Section
      16.08

            	
              Separability
      Clause

            	
              68

            
	
              Section
      16.09

            	
              Benefits
      of Indenture

            	
              68

            
	
              Section
      16.10

            	
              Counterparts
      Originals

            	
              69

            
	
              Section
      16.11

            	
              Governing
      Law; Waiver of Trial by Jury

            	
              69

            
	
              Section
      16.12

            	
              Force
      Majeure

            	
              69

            
	
              Section
      16.13

            	
              U.S.A.
      Patriot Act

            	
              69

            
	
              Section
      16.14

            	
              Compliance
      Certificates and Opinions

            	
              69

            
	
              Section
      16.15

            	
              Acts
      of Holders; Record Dates

            	
              70

            


    

    


    


    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    


    INDENTURE (this "Indenture")
dated as of November 17, 2009, between STILLWATER MINING COMPANY, a
Delaware corporation (the “Company”), and LAW DEBENTURE TRUST COMPANY OF NEW
YORK, as trustee (the “Trustee”).

     

    RECITALS

     

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

     

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

     

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

     

    ARTICLE I

     

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

    (e)          references
to any gender shall include all other genders; and

     

    (f)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP.

     

    Section
1.01   Definitions.

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    
 

    "Affiliate"  shall
mean, with respect to any specified Person, 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"  shall have the meaning assigned to it in Section
11.09.

     

    "Board of
Directors"  shall mean either the board of directors of the
Company or the executive or any other committee of that board duly authorized to
act in respect hereof.

     

    "Board
Resolution"  shall mean a copy of a resolution or resolutions
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors 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,
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

     

    "Capital
Stock”  shall mean:

     

    (a)         in
the case of a corporation, corporate stock;

     

    (b)         in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

     

    (c)         in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and

     

    (d)        
any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock.

     

    "Code"  shall mean
the Internal Revenue Code of 1986 as in effect on the date hereof.

     

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

     

    "Company
Order"  shall mean a written order signed in the name of the
Company by the Chairman, Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Senior Vice President, Treasurer, Assistant
Treasurer, Controller, Assistant Controller, Secretary, General Counsel or
Assistant Secretary of the Company, and delivered to the Trustee.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


     

    "Corporate Trust
Office"  or other similar term, shall mean the principal office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at 400 Madison
Avenue, Suite 4D, New York, New York 10017, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust officer of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Holders and the Company).

     

    "Currency"  shall
mean U.S. Dollars or Foreign Currency.

     

    "Default"  shall
have the meaning assigned to it in Section 11.03.

     

    "Defaulted
Interest"  shall have the meaning assigned to it in Section
3.08(b).

     

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

     

    "Designated
Currency"  shall have the meaning assigned to it in Section
3.12.

     

    "Discharged"  shall
have the meaning assigned to it in Section 12.03.

     

    "Event of
Default"  shall have the meaning specified in Section
7.01.

     

    "Exchange
Act"  shall mean the Securities Exchange Act of 1934, as
amended.

     

    "Exchange
Rate"  shall have the meaning assigned to it in Section
7.01.

     

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

     

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

     

    "GAAP"  shall mean,
with respect to any computation required or permitted hereunder, generally
accepted accounting principles in effect in the United States as in effect from
time to time, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


     

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

     

    "Holder" and "Holder of
Securities"  are defined under “Securityholder" or "Holder of Securities" or
"Holder."

     

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

     

    "Indenture" and “this Indenture” shall mean
this instrument and all 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 3.01.

     

    "Interest" shall mean, with
respect to an Original Issue Discount Security that by its terms bears interest
only after Maturity, interest payable after Maturity.

     

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

     

    "Mandatory Sinking Fund
Payment"  shall have the meaning assigned to it in Section
5.01.

     

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

     

    "Members"  shall
have the meaning assigned to it in Section 3.03(i).

     

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

     

    "Opinion of
Counsel"  shall mean an opinion in writing signed by legal
counsel (who may be an employee of or of counsel to the Company) who is
acceptable to the Trustee, that meets the applicable requirements provided for
in Section 16.01.

     

    "Optional Sinking Fund
Payment"  shall have the meaning assigned to it in Section
5.01.

     

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

     

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

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


     

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

     

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

     

    (c)         Securities
that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to a Responsible Officer of the Trustee proof satisfactory to it
that such Securities are held by a protected purchaser in whose hands such
Securities are valid obligations of the Company;

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
of a series Outstanding have performed any action hereunder, Securities owned by
the Company or any other obligor upon the Securities of such series or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding unless the Company, such Affiliate or such other
obligor owns all of such Securities, except that, in determining whether the
Trustee shall be protected in relying upon any such action, only Securities of
such series that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
such Securities or any Affiliate of the Company or of such other obligor. In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of a series have performed any action hereunder, the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding
for such purpose shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02 and the principal
amount of a Security denominated in a Foreign Currency that shall be deemed to
be Outstanding for such purpose shall be the amount calculated pursuant to
Section 3.11(b).

     

    "Paying
Agent"  shall have the meaning assigned to it in Section
6.02(a).

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    "Register"  shall
have the meaning assigned to it in Section 3.05(a).

     

    "Registrar"  shall
have the meaning assigned to it in Section 3.05(a).

     

    "Responsible
Officers"  shall mean, with respect to the Trustee, any officer
assigned to the Corporate Trust Division – Corporate Finance Unit (or any
successor division or unit) of the Trustee located at the Corporate Trust Office
of the Trustee, who shall have direct responsibility for the administration of
this Indenture, and for purposes of Section 11.02(b)(ii) and Section 11.03 shall
also include any officer of the Trustee to whom any corporate trust matter is
referred because of such officer’s knowledge of familiarity with the particular
subject.

     

    "SEC"  shall mean
the U.S. Securities and Exchange Commission, as constituted from time to
time.

     

    "Securities
Act"  shall mean the Securities Act of 1933, as
amended.

     

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

     

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

     

    "Securityholder" or "Holder of Securities" or
"Holder”  shall
mean the Person in whose name Securities shall be registered in the
Register.

     

    "Senior
Indebtedness"  shall mean the principal of (and premium, if
any) and unpaid interest on (x) Indebtedness of the Company, whether outstanding
on the date hereof or thereafter created, incurred, assumed or guaranteed, for
money borrowed other than (a) any Indebtedness of the

     

    


    
      
        
           


        

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

     

    "Special Record
Date"  shall have the meaning assigned to it in Section
3.08(b)(i).

     

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

     

    "Subsidiary"  when
used with respect to any Person, shall mean:

     

    (a)         any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively
transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof);
and

     

    (b)         any
partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

     

    "Successor
Company"  shall have the meaning assigned to it in Section
3.06(i).

     

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

     

    "Trust Indenture Act" and
"TIA"  shall
mean the Trust Indenture Act of 1939, as amended.

     

    "Trustee"  shall
mean the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such with respect to one or more
series of Securities pursuant to the applicable provisions of this Indenture,
and thereafter “Trustee” shall mean or

     

    


    
      
        
           


        

        
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    include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that
series.

     

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

     

    "U.S. Government
Obligations"  shall mean (i) direct non-callable obligations
of, or guaranteed by, the United States or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States, in either case, for the payment of which guarantee or obligation
the full faith and credit of the United States is pledged.

     

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

     

    ARTICLE II

     

    FORMS
OF SECURITIES

     

    Section
2.01   Terms
of the Securities.

     

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

     

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

     

    Section
2.02   Form
of Trustee’s Certificate of Authentication.


     

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

     

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

     

    


    
      
        
           


        

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

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      	
              Date
      of authentication:

            	
               

               

               

            	 
      	
              LAW
      DEBENTURE TRUST COMPANY OF NEW YORK,

              as
      Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      	
              Authorized
      Signatory

            


    

    


     

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

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      	
              Date
      of authentication:

            	 
      	 
      	
              LAW
      DEBENTURE TRUST COMPANY OF NEW YORK,

              as
      Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              [NAME
      OF AUTHENTICATING AGENT]

            
	 
      	 
      	 
      	
              as
      Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      	
              Authorized
      Signatory

            


    

    


    ARTICLE III

     

    THE
DEBT SECURITIES

     

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

     

    


    
      
        
           


        

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

     

    (b)        
any limit upon the aggregate principal amount of the Securities of the series
that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section 3.04, 3.06,
3.07, 4.07, or 14.05);

     

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

     

    (d)         the
rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue, or the method by which such date or dates
shall be determined, the Interest Payment Dates on which any such interest shall
be payable, and the Record Dates for the determination of Holders to whom
interest is payable on such Interest Payment Dates or the method by which such
date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;

     

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

     

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

     

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

     

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

     

    (i)          the
price or prices at which, the period or periods within which or the date or
dates on which, and the terms and conditions upon which Securities of the series
may

     

    


    
      
        
           


        

        
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    be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option;

     

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

     

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

     

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

     

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

     

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

     

    (o)         whether
the Securities of the series are to be issued in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities and the terms and conditions, if any, upon which
interests in such Global Security or Securities may be exchanged in whole or in
part for the individual Securities represented thereby;

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    (z)         any
other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 14.01).

     

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

     

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

     

    Section
3.03   Execution, Authentication,
Delivery and Dating.


     

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

     

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

     

    (c)         In
authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee
shall receive, and (subject to Section 11.02) shall be fully protected in
relying upon an Officer’s

     

    


    
      
        
           


        

        
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    Certificate
and an Opinion of Counsel, each prepared in accordance with Section 16.01
stating that the conditions precedent, if any, provided for in the Indenture
have been complied with.

     

    (d)         The
Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise.

     

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

     

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

     

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

     

    “Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”

     

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

     

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

     

    (i)          Members
of, or participants in, the Depositary (“Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depositary or by the Security Custodian under such Global Security, and the
Depositary may be treated by the Company, the Trustee, the Paying Agent and the
Registrar and any of their agents as the absolute owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee, the

     

    


    
      
        
           


        

        
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    Paying
Agent or the Registrar or any of their agents from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Members, the operation of customary
practices of the Depositary governing the exercise of the rights of an owner of
a beneficial interest in any Global Security. The Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Members and
Persons that may hold interests through Members, to take any action that a
Holder is entitled to take under this Indenture or the Securities.

     

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

     

    Section
3.04   Temporary
Securities.


     

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

     

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

     

    (c)         Upon
any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this
Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by
the Trustee to reflect the reduction of the principal amount evidenced thereby,
whereupon the principal amount

     

    


    
      
        
           


        

        
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    of
such temporary Global Security shall be reduced for all purposes by the amount
so exchanged and endorsed.

     

    Section
3.05   Registrar and Paying
Agent.


     

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

     

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

     

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

     

    Section
3.06   Transfer and
Exchange.


     

    (a)         Transfer.

     

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

     

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

     

    


    
      
        
           


        

        
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    nominee
of such Depositary or by such Depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor
Depositary.

     

    (b)         Exchange.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (d)         All
Securities issued upon any registration of transfer or exchange of Securities
shall be valid obligations of the Company evidencing the same debt, and entitled
to

     

    


    
      
        
           


        

        
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    the
same benefits under this Indenture, as the Securities surrendered for such
registration of transfer or exchange.

     

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

     

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

     

    (g)         The
Company shall not be required to (i) register, transfer or exchange Securities
of any series during a period beginning at the opening of business 15 days
before the day of the transmission of a notice of redemption of Securities of
such series selected for redemption under Section 4.04 and ending at the close
of business on the day of such transmission, or (ii) register, transfer or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

     

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

     

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

     

    (j)          Each
Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment
of

     

    


    
      
        
           


        

        
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    such
Holder’s Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities laws.

     

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

     

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

     

    Section
3.07   Mutilated, Destroyed, Lost
and Stolen Securities.


     

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

     

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

     

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

     

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

     

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

     

    Section
3.08   Payment of Interest;
Interest Rights Preserved.

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    Section
3.11   Currency of Payments in
Respect of Securities.

     

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

     

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

     

    (c)         Any
decision or determination to be made regarding exchange rates shall be made by
an agent appointed by the Company; provided, that such
agent shall accept such appointment in writing and the terms of such appointment
shall, in the opinion of the Company at the time of such appointment, require
such agent to make such determination by a method consistent with the method
provided pursuant to Section 3.01 for the making of such

     

    


    
      
        
           


        

        
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    decision
or determination. All decisions and determinations of such agent regarding
exchange rates shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Trustee and all Holders
of the Securities.

     

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

     

    Section
3.13   Persons Deemed
Owners.


     

    (a)         Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 3.08) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    (b)         No
holder of any beneficial interest in any Global Security held on its behalf by a
depository shall have any rights under this Indenture with respect to such
Global Security, and such depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever.  Notwithstanding the foregoing, 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 a depository, or impair, as between a depository and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the depository as Holder of any
Security.

     

    Section
3.14   CUSIP
Numbers. 
The Company in issuing any Securities may use CUSIP, ISIN or other similar
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or

     

    


    
      
        
           


        

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

     

    ARTICLE IV

     

    REDEMPTION
OF SECURITIES

     

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

     

    Section
4.02   Election to Redeem; Notice
to Trustee. 
The election of the Company to redeem any Securities shall be evidenced by an
Officers’ Certificate.  In case of any redemption at the election of
the Company of the Securities of any series, the Company shall, not less than 30
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be
redeemed.  In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such
restriction.

     

    Section
4.03   Selection of Securities to
be Redeemed.


     

    (a)         If
the Company shall at any time elect to redeem all or any portion of the
Securities of a series then Outstanding, it shall at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of
such series is registered in the same name, the Trustee may treat the aggregate
principal amount so registered as if it were represented by one Security of such
series. The Trustee shall, as soon as practicable, notify the Company in writing
of the Securities and portions of Securities so selected.

     

    (b)         For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any

     

    


    
      
        
           


        

        
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    Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security that has been or is to be redeemed. If the Company shall so
direct, Securities registered in the name of the Company, any Affiliate or any
Subsidiary thereof shall not be included in the Securities selected for
redemption.

     

    Section
4.04   Notice of
Redemption.


     

    (a)         Notice
of redemption shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company, not less than 30 days
prior to the Redemption Date (unless a shorter period shall be satisfactory to
the Trustee), to the Holders of Securities of any series to be redeemed in whole
or in part pursuant to this Article, in the manner provided in Section 16.04;
provided that
the Trustee be provided with the draft notice at least 15 days prior to sending
such notice of redemption. Any notice so given shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. Failure to
give such notice, or any defect in such notice to the Holder of any Security of
a series designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the Holder of any other
Security of such series.

     

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

     

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

     

    (ii)       the
Redemption Date;

     

    (iii)       the
Redemption Price;

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
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    to
pay the Redemption Price of such Securities or any portions thereof that are to
be redeemed on that date.

     

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

     

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

     

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

     

    ARTICLE V

     

    SINKING
FUNDS

     

    Section
5.01   Applicability of Sinking
Fund.

     

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

     

    


    
      
        
           


        

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

     

    Section
5.02   Mandatory Sinking Fund
Obligation. 
The Company may, at its option, satisfy any Mandatory Sinking Fund Payment
obligation, in whole or in part, with respect to a particular series of
Securities by (a) delivering to the Trustee Securities of such series in
transferable form theretofore purchased or otherwise acquired by the Company or
redeemed at the election of the Company pursuant to Section 4.04 or (b)
receiving credit for Securities of such series (not previously so credited)
acquired by the Company and theretofore delivered to the Trustee. The Trustee
shall credit such Mandatory Sinking Fund Payment obligation with an amount equal
to the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such Mandatory Sinking Fund
Payment shall be reduced accordingly. If the Company shall elect to so satisfy
any Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee
not less than 45 days prior to the relevant sinking fund payment date a written
notice signed on behalf of the Company by its Chairman of the Board of
Directors, its President, Chief Financial Officer, one of its Vice Presidents,
its Treasurer or one of its Assistant Treasurers, which shall designate the
Securities (and portions thereof, if any) so delivered or credited and which
shall be accompanied by such Securities (to the extent not theretofore
delivered) in transferable form. In case of the failure of the Company, at or
before the time so required, to give such notice and deliver such Securities the
Mandatory Sinking Fund Payment obligation shall be paid entirely in
moneys.

     

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

     

    Section
5.04   Application of Sinking Fund
Payment


     

    (a)         If
the sinking fund payment or payments made in funds pursuant to either Section
5.02 or 5.03 with respect to a particular series of Securities plus any unused
balance of any preceding sinking fund payments made in funds with respect to
such series shall

     

    


    
      
        
           


        

        
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    exceed
$50,000 (or a lesser sum if the Company shall so request, or such equivalent sum
for Securities denominated other than in U.S. Dollars), it shall be applied by
the Trustee on the sinking fund payment date next following the date of such
payment, unless the date of such payment shall be a sinking fund payment date,
in which case such payment shall be applied on such sinking fund payment date,
to the redemption of Securities of such series at the redemption price specified
pursuant to Section 4.04(b). The Trustee shall select, in the manner provided in
Section 4.03, for redemption on such sinking fund payment date, a sufficient
principal amount of Securities of such series to absorb said funds, as nearly as
may be, and shall, at the expense and in the name of the Company, thereupon
cause notice of redemption of the Securities to be given in substantially the
manner provided in Section 4.04(a) for the redemption of Securities in part at
the option of the Company, except that the notice of redemption shall also state
that the Securities are being redeemed for the sinking fund. Any sinking fund
moneys not so applied by the Trustee to the redemption of Securities of such
series shall be added to the next sinking fund payment received in funds by the
Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 5.04. Any and all sinking fund moneys held by the
Trustee on the last sinking fund payment date with respect to Securities of such
series, and not held for the payment or redemption of particular Securities of
such series, shall be applied by the Trustee to the payment of the principal of
the Securities of such series at Maturity.

     

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

     

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

     

    ARTICLE VI

     

    COVENANTS

     

    Section
6.01   Payments of
Securities. 
The Company will duly and punctually pay the principal of and premium, if any,
on each series of Securities, and the interest

     

    


    
      
        
           


        

        
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    which
shall have accrued thereon, at the dates and place and in the manner provided in
the Securities and in this Indenture.

     

    Section
6.02   Paying
Agent.


     

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

     

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

     

    Section
6.03   To
Hold Payment in Trust.

     

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

     

    (b)         If
the Company shall appoint, and at the time have, a Paying Agent for the payment
of the principal of and premium, if any, or interest on any series of
Securities, then prior to 11:00 a.m., New York City time, on the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series shall become payable as aforesaid,

     

    


    
      
        
           


        

        
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    whether
by their terms or as a result of the calling thereof for redemption, the Company
will deposit with such Paying Agent a sum sufficient to pay such principal and
premium, if any, or interest, such sum to be held in trust for the benefit of
the Holders of such Securities or the Trustee, and (unless such Paying Agent is
the Trustee), the Company or any other obligor of such Securities will promptly
notify the Trustee of its payment or failure to make such payment.

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

    ARTICLE VII

     

    REMEDIES
OF TRUSTEE AND SECURITYHOLDERS

     

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

     

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

     

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

     

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

     

    (d)         the
failure of the Company, subject to the provisions of Section 6.06, to perform
any covenants or agreements contained in this Indenture (including any indenture
supplemental hereto pursuant to which the Securities of such series were issued
as contemplated by Section 3.01) (other than a covenant or agreement which has
been expressly included in this Indenture solely for the benefit of a series of
Securities other than that series and

     

    


    
      
        
           


        

        
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    other
than a covenant or agreement a default in the performance of which is elsewhere
in this Section 7.01 specifically addressed), which failure shall not have been
remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 days after written notice shall have been
given to the Company by the Trustee or shall have been given to the Company and
the Trustee by Holders of 25% or more in aggregate principal amount of the
Securities of such series then Outstanding, specifying such failure, requiring
the Company to remedy the same and stating that such notice is a “Notice of
Default” hereunder;

     

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

     

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

     

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

     

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

     

    Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any premium
or interest on any Security is payable in a Currency other than the Currency of
the United States and such Currency is not available to the Company for making
payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Trustee by reference to the noon buying rate in The City of
New York for cable transfers for such Currency (“Exchange Rate”), as such
Exchange Rate is reported or otherwise made available by the Federal Reserve
Bank of New York on the date of such payment, or, if such rate

     

    


    
      
        
           


        

        
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    is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 7.01, any payment made
under such circumstances in the Currency of the United States where the required
payment is in a Currency other than the Currency of the United States will not
constitute an Event of Default under this Indenture.

     

    Section
7.02   Acceleration; Rescission and
Annulment.

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

    In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceeding at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Securities of
such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Company or any other obligor upon the Securities of such series,
wherever situated, in the manner provided by law. Every recovery of judgment in
any such action or other proceeding, subject to the payment to the Trustee of
all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a), shall be for the ratable benefit of the Holders of such series
of Securities which shall be the subject of such action or proceeding. All
rights of action upon or under any of the Securities or this Indenture may be
enforced by the

     

    


    
      
        
           


        

        
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    Trustee
without the possession of any of the Securities and without the production of
any thereof at any trial or any proceeding relative thereto.

     

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

     

    Section
7.05   Priorities. 
Any moneys or properties collected by the Trustee, or after an Event of Default
any money or other property distributable in respect of the Company’s
obligations under this Indenture, in either case with respect to a series of
Securities under this Article VII shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on
account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:

     

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

     

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

     

    


    
      
        
           


        

        
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    borne
by such Securities, such payments to be made ratably to the Persons entitled
thereto.

     

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

     

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

     

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

     

    Section
7.07   Limitation on
Suits. 
No Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to such
series of Securities, unless such Holder previously shall have given to the
Trustee written notice of one or

     

    


    
      
        
           


        

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

     

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

     

    Section
7.09   Remedies
Cumulative. 
No remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities of any series is intended to be exclusive of any other remedy or
remedies, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or of any Holder of
the Securities of any series to exercise any right or power accruing upon any
Default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such Default or Event of Default or an
acquiescence therein; and every power and remedy given by this Article VII to
the Trustee and to the Holders of Securities of any series, respectively, may be
exercised from time to time

     

    


    
      
        
           


        

        
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    and
as often as may be deemed expedient by the Trustee or by the Holders of
Securities of such series, as the case may be. In case the Trustee or any Holder
of Securities of any series shall have proceeded to enforce any right under this
Indenture and the proceedings for the enforcement thereof shall have been
discontinued or abandoned because of waiver or for any other reason or shall
have been adjudicated adversely to the Trustee or to such Holder of Securities,
then and in every such case the Company, the Trustee and the Holders of the
Securities of such series shall severally and respectively be restored to their
former positions and rights hereunder, and thereafter all rights, remedies and
powers of the Trustee and the Holders of the Securities of such series shall
continue as though no such proceedings had been taken, except as to any matters
so waived or adjudicated.

     

    ARTICLE VIII

     

    CONCERNING
THE SECURITYHOLDERS

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    Section
8.03   Persons Deemed
Owners.

     

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

     

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

     

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

     

    


    
      
        
           


        

        
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    ARTICLE IX

     

    SECURITYHOLDERS’
MEETINGS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
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    to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its
counsel.

     

    Section
9.05   Regulation of
Meetings.


     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
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    verified
by the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee.

     

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

     

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

     

    ARTICLE X

     

    REPORTS
BY THE COMPANY AND THE TRUSTEE AND

    SECURITYHOLDERS’
LISTS

     

    Section
10.01   Reports by
Trustee.


     

    (a)         So
long as any Securities are outstanding, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided therein. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the date of this
Indenture deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

     

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

     

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

     

    Section
10.02   Reports by the
Company. 
The Company shall file with the Trustee and the SEC, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided in the Trust Indenture Act; provided that, any such information,
documents or reports required to be filed with the SEC pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 30 days after
the same is filed with the SEC; and provided further, that the filing of the
reports specified in Section 13 or 15(d) of the Exchange Act by an entity that
is the direct or indirect parent of the Company will satisfy the requirements of
this Section 10.02 so long as such entity is an obligor or guarantor on
the

     

    


    
      
        
           


        

        
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    Securities;
and provided further that the reports of such entity will not be required to
include condensed consolidating financial information for the Company in a
footnote to the financial statements of such entity.

     

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

     

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

     

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

     

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

     

    provided, however, that so long
as the Trustee shall be the Registrar, such lists shall not be required to be
furnished.

     

    Section
10.04   Preservation of Information;
Communications to Holders.


     

    (a)         The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 10.03 and the names and addresses of Holders
received by the Trustee in its capacity as Registrar.  The Trustee may
destroy any list furnished to it as provided in Section 10.03 upon receipt of a
new list so furnished.

     

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

     

    (c)         Every
Holder of Securities, by receiving and holding’ the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

     

    ARTICLE XI

     

    CONCERNING
THE TRUSTEE

     

    Section
11.01   Rights of Trustees;
Compensation and Indemnity. 
The Trustee accepts the trusts created by this Indenture upon the terms and
conditions hereof,

     

    


    
      
        
           


        

        
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    including
the following, to all of which the parties hereto and the Holders from time to
time of the Securities agree:

     

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

     

    The
Company also agrees to indemnify each of the Trustee and any predecessor Trustee
hereunder for, and to hold it harmless against, any and all loss, liability,
damage, claim, or expense incurred without its own negligence, bad faith or
willful misconduct, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the performance of its
duties (including in any agent capacity in which it acts), as well as the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder,
except those attributable to its negligence, willful misconduct or bad faith.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity, provided, however, that the
failure to so notify the Company will not affect the obligations of the Company
hereunder to indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably
withheld.

     

    Except
as otherwise expressly provided herein, the Company agrees to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith.

     

    As
security for the performance of the obligations of the Company under this
Section 11.01(a), the Trustee shall have a lien upon all property and funds held
or collected by the Trustee as such, except funds held in trust by the Trustee
to pay principal of and interest on any Securities. Notwithstanding any
provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 11.01(a) shall survive
the resignation or removal of the Trustee, any satisfaction and discharge under
Article XII, the payment of any Securities and the termination of this Indenture
for any reason. In addition to and without prejudice to its other rights
hereunder, when the Trustee incurs expenses or renders services after an Event
of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses
and compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
similar laws.

     

    (b)         The
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not
be

     

    


    
      
        
           


        

        
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    responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.

     

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

     

    (d)         The
Trustee may consult with counsel of its selection, and, subject to Section
11.02, 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 the Trustee hereunder in reliance thereon.

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    (l)          Subject
to the provisions of Section 11.02, the Trustee shall not be deemed to have
knowledge or be charged with notice of any Default or Event of Default with
respect to any Securities unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless the Holders of not less than 25% of the Outstanding
Securities notify the Trustee thereof by a written notice to the Trustee that is
received by the Trustee at its Corporate Trust Office and such notice references
such securities and this Indenture.

     

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

     

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

     

    (o)         In
no event shall the Trustee be responsible or liable for special, indirect,
punitive, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

     

    (p)         The
Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

     

    


    
      
        
           


        

        
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    (q)         The
permissive right of the Trustee to take or refrain from taking action hereunder
shall not be construed as a duty.

     

    Section
11.02   Duties of
Trustee.


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    Section
11.04   Eligibility;
Disqualification.


     

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

     

    (b)         The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 3 10(b)(i) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 3 10(b)(i) are met. If
the Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. If
Section 310(b) of the Trust Indenture Act is amended any time after the date of
this Indenture to change the circumstances under which a Trustee shall be deemed
to have a conflicting interest with respect to the Securities of any series or
to change any of the definitions in connection therewith, this Section 11.04
shall be automatically amended to incorporate such changes.

     

    


    
      
        
           


        

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

     

    If
at any time:

     

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

     

    (2)          the
Trustee shall cease to be eligible under Section 11.04 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

     

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

     

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

     

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

     

    Section
11.06   Successor Trustee by
Appointment.


     

    (a)         In
case at any time the Trustee shall resign, or shall be removed (unless the
Trustee shall be removed as provided in Section 11.04(b), in which event the
vacancy shall be filled as provided in said subdivision), or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation with
respect to the Securities of one or more series, a successor Trustee with
respect to the Securities of that or those series (it

     

    


    
      
        
           


        

        
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    being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any series) may be
appointed by the Holders of a majority in principal amount of the Securities of
that or those series then Outstanding, by an instrument or instruments in
writing signed in duplicate by such Holders and filed, one original thereof with
the Company and the other with the successor Trustee; but, until a successor
Trustee shall have been so appointed by the Holders of Securities of that or
those series as herein authorized, the Company, or, in case all or substantially
all the assets of the Company shall be in the possession of one or more
custodians or receivers lawfully appointed, or of trustees in bankruptcy or
reorganization proceedings (including a trustee or trustees appointed under the
provisions of the federal bankruptcy laws, as now or hereafter constituted), or
of assignees for the benefit of creditors, such receivers, custodians, trustees
or assignees, as the case may be, by an instrument in writing, shall appoint a
successor Trustee with respect to the Securities of such series. Subject to the
provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a
successor Trustee with respect to the Securities of any series, the Trustee with
respect to the Securities of such series shall cease to be Trustee hereunder.
After any such appointment other than by the Holders of Securities of that or
those series, the Person making such appointment shall forthwith cause notice
thereof to be mailed to the Holders of Securities of such series at their
addresses as the same shall then appear on the Register of the Company but any
successor Trustee with respect to the Securities of such series so appointed
shall, immediately and without further act, be superseded by a successor Trustee
appointed by the Holders of Securities of such series in the manner above
prescribed, if such appointment be made prior to the expiration of one year from
the date of the mailing of such notice by the Company, or by such receivers,
trustees or assignees.

     

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

     

    (c)         Any
successor Trustee appointed hereunder with respect to the Securities of one or
more series shall execute, acknowledge and deliver to its predecessor Trustee
and to the Company, or to the receivers, trustees, assignees or court appointing
it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations with respect to such series of such predecessor Trustee
with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to pay over, and such successor Trustee shall
be entitled to receive, all moneys and properties held by such predecessor
Trustee as Trustee hereunder, subject nevertheless to its

     

    


    
      
        
           


        

        
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    lien
provided for in Section 11.01(a). Nevertheless, on the written request of the
Company or of the successor Trustee or of the Holders of at least 10% in
principal amount of the Securities of such series then Outstanding, such
predecessor Trustee, upon payment of its said charges and disbursements, shall
execute and deliver an instrument transferring to such successor Trustee upon
the trusts herein expressed all the rights, powers and trusts of such
predecessor Trustee and shall assign, transfer and deliver to the successor
Trustee all moneys and properties held by such predecessor Trustee, subject
nevertheless to its lien provided for in Section 11.01(a); and, upon request of
any such successor Trustee and the Company shall make, execute, acknowledge and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Trustee all such authority, rights,
powers, trusts, immunities, duties and obligations.

     

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

     

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

     

    Section
11.09   Appointment of
Authenticating Agent. 
The Trustee may appoint an agent (the “Authenticating Agent”) reasonably
acceptable to the Company to authenticate the Securities, and the Trustee shall
give written notice of such appointment to all

     

    


    
      
        
           


        

        
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    Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Unless limited by the terms of such appointment, any such Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
the Authenticating Agent. Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder.

     

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

     

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

     

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

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09.

     

    Section
11.10   Communications by
Securityholders with Other Securityholders. 
Holders of Securities may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other Holders with respect to their rights under this
Indenture or the

     

    


    
      
        
           


        

        
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    Securities.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of Section 312(c) of the Trust Indenture Act with respect to such
communications.

     

    ARTICLE XII

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

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

     

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

     

    (a)         either:

     

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

     

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

     

     (A)       have
become due and payable, or

     

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

     

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

     

    and
in the case of (A), (B) or (C) above, the Company has deposited or caused to be
deposited with the Trustee or Paying Agent as trust funds in trust for the
purpose an amount in the Currency in which such Securities are denominated
(except as otherwise provided pursuant to Section 3.01) sufficient to pay and
discharge the entire Indebtedness on such Securities for principal and premium,
if any, and interest to the date of such deposit (in the case of
Securities

     

    


    
      
        
           


        

        
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    that
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be; provided, however, in the event
a petition for relief under federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, is filed with respect to the Company within 91 days after the
deposit and the Trustee is required to return the moneys then on deposit with
the Trustee to the Company, the obligations of the Company under this Indenture
with respect to such Securities shall not be deemed terminated or
discharged;

     

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

     

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

     

    Section
12.03   Defeasance upon Deposit of
Moneys or U.S. Government Obligations. 
At the Company’s option, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to Securities of
any series on the first day after the applicable conditions set forth below have
been satisfied or (b) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Section 6.04 with
respect to Securities of any series (and, if so specified pursuant to Section
3.01, any other restrictive covenant added for the benefit of such series
pursuant to Section 3.01) at any time after the applicable conditions set forth
below have been satisfied:

     

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

     

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

     

    (c)         The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such series will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of the Company’s exercise
of its option

     

    


    
      
        
           


        

        
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    under
this Section and will be subject to federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if such
action had not been exercised and, in the case of the Securities of such series
being Discharged accompanied by a ruling to that effect received from or
published by the Internal Revenue Service.

     

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

     

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

     

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

     

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

     

    Section
12.06   Deposits to Be Held in
Escrow. 
Any deposits with the Trustee referred to in Section 12.03 above shall be
irrevocable (except to the extent provided in Sections 12.04 and 12.07) and
shall be made under the terms of an escrow trust agreement. If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity,
whether

     

    


    
      
        
           


        

        
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    pursuant
to any optional redemption provisions or in accordance with any mandatory or
optional sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company. The agreement shall
provide that, upon satisfaction of any mandatory sinking fund payment
requirements, whether by deposit of moneys, application of proceeds of deposited
U.S. Government Obligations or, if permitted, by delivery of Securities, the
Trustee shall pay or deliver over to the Company as excess moneys pursuant to
Section 12.04 all funds or obligations then held under the agreement and
allocable to the sinking fund payment requirements so satisfied.

     

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

     

    Section
12.07   Application of Trust
Money.

     

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

     

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

     

    


    
      
        
           


        

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

     

    ARTICLE XIII

     

    IMMUNITY
OF CERTAIN PERSONS

     

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

     

    ARTICLE XIV

     

    SUPPLEMENTAL
INDENTURES

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

    (g)         to
secure any series of Securities;

     

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

     

    (i)      
   to cure any ambiguity or to correct or supplement any
provision contained herein or in any indenture supplemental hereto which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture;

     

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

     

    (k)         to
add guarantors or co-obligors with respect to any series of
Securities;

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

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

     

    Section
14.02   With
Consent of Securityholders; Limitations.

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
14.03   Trustee
Protected. 
Upon the request of the Company, accompanied by the Officer’s Certificate and
Opinion of Counsel required by Section 16.01 stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and
evidence reasonably satisfactory to the Trustee of consent of the Holders if the
supplemental indenture is to be executed pursuant to Section 14.02, the Trustee
shall join with

     

    


    
      
        
           


        

        
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    the
Company in the execution of said supplemental indenture unless said supplemental
indenture affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into said supplemental indenture. The Trustee
shall be fully protected in relying upon such Officer’s Certificate and an
Opinion of Counsel.

     

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

     

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

     

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

     

    ARTICLE XV

     

    SUBORDINATION
OF SECURITIES

     

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

     

    Section
15.02   Distribution on Dissolution,
Liquidation and Reorganization; Subrogation of Securities. 
Subject to Section 15.01, upon any

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    (d)         Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness (to the
extent that distributions otherwise payable to such holder have been applied to
the payment of Senior Indebtedness) to receive payments or distributions of
cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the
Securities shall be paid in full and no such payments or

     

    


    
      
        
           


        

        
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    distributions
to the Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
XV are and are intended solely for the purpose of defining the relative rights
of the Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand. Nothing contained in this Article XV or
elsewhere in this Indenture or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest, if any, on the Securities as
and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Securities prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XV of
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Upon any payment or
distribution of assets of the Company referred to in this Article XV, the
Trustee, subject to the provisions of Section 15.05, shall be entitled to
conclusively rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereof
and all other facts pertinent thereto or to this Article XV.

     

    Section
15.03   No
Payment on Securities in Event of Default on Senior
Indebtedness. 
Subject to Section 15.01, no payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made at anytime if: (i) a default on Senior Indebtedness exists that permits the
holders of such Senior Indebtedness to accelerate its maturity and (ii) the
default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when
full payment of amounts then due for principal (premium, if any), sinking funds
and interest on Senior Indebtedness has been made or duly provided for in money
or money’s worth.

     

    In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.03, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of such Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, but only to the
extent that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.

     

    


    
      
        
           


        

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

     

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

     

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

     

    


    
      
        
           


        

        
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    Article
XV, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

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

     

    ARTICLE XVI

     

    MISCELLANEOUS
PROVISIONS

     

    Section
16.01   Certificates and Opinions as
to Conditions Precedent.

     

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

     

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

     

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

     

    


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (a)         Stillwater
Mining Company, 536 East Pike Avenue, Columbus, Montana 59019, Attention: Chief
Financial Officer, Facsimile No.: (406) 978-2525 or at such other address or
facsimile number as may have been furnished in writing to the Trustee by the
Company.

     

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

     

    Any
such notice, demand or other document shall be in the English language. Anything
herein to the contrary notwithstanding, no such notice on demand shall be
effective as to the Trustee unless it is actually received by the Trustee at its
Corporate Trust Office.

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
16.09   Benefits of
Indenture. 
Nothing in this Indenture expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or to
give to, any Person other than the parties hereto and their successors and the
Holders of the Securities any benefit or any right, remedy or claim under
or

     

    


    
      
        
           


        

        
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    by
reason of this Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements in this Indenture contained shall be for the sole and exclusive
benefit of the parties hereto and their successors and of the Holders of the
Securities.

     

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

     

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

     

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

     

    Section
16.12   Force
Majeure. 
In no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.

     

    Section
16.13   U.S.A. Patriot
Act. 
The parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain,
verify and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee.  The
parties to this Indenture agree that they will provide the Trustee with such
information as it may  request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.

     

    Section
16.14   Compliance Certificates and
Opinions. 
Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    Section
16.15   Acts
of Holders; Record Dates.

     

    (a)         Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing,
or by any Person duly authorized by means of any written certification, proxy or
other authorization furnished by a depository; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments or, in the
case of the depository, furnishing the written certification, proxy or other
authorization pursuant to which such instrument or instruments are
signed.  Proof of execution of any such instrument, any writing
appointing any such agent or authorizing any such Person or any such written
certification or proxy shall be sufficient for any purpose of this Indenture and
(subject to Section 11.02) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

     

    (b)         The
fact and date of the execution by any Person of any such instrument, writing,
certification or proxy 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, writing, certification or proxy 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, writing, certification or proxy or the
authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

     

    (c)         The
Company may, in the circumstances permitted by the Trust Indenture Act, fix any
date as the record date for the purpose of determining the Holders of Securities
of any series entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action, or to vote on any action,
authorized or permitted to be given or taken by Holders of Securities of such
series.  If not set by the Company prior to the first solicitation of
a Holder of Securities of such series made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders

     

    


    
      
        
           


        

        
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    required
to be provided pursuant to Section 10.03) prior to such first solicitation or
vote, as the case may be.  With regard to any record date for action
to be taken by the Holders of one or more series of Securities, only the Holders
of Securities of such series on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

     

    (d)         The
ownership of Securities shall be proved by the security register.

     

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

     

    


    


    
      
        
           


        

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

     

    
      	 
      	
              STILLWATER MINING
      COMPANY,

              as
      Issuer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              LAW DEBENTURE TRUST COMPANY OF
      NEW YORK,

              as
      Trustee

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title: