FORM OF


SUBORDINATED INDENTURE


by and between


ORIENT PAPER, INC.


as Issuer,


and


_____________________,


as Trustee


Dated as of ______________






TABLE OF CONTENTS


	
  

 	
  

 
	
  

 	
 Page

 
	
 ARTICLE
 I DEFINITIONS AND INCORPORATION BY REFERENCE

 	
  

 
	
 SECTION 1.01 Definitions

 	
 1

 
	
 SECTION 1.02 Incorporation by Reference of
 Trust Indenture Act

 	
 5

 
	
 SECTION 1.03 Rules of Construction

 	
 5

 
	
 ARTICLE
 II THE SECURITIES

 	
  

 
	
 SECTION 2.01 Unlimited in Amount, Issuable
 in Series

 	
 6

 
	
 SECTION 2.02 Form and Dating

 	
 8

 
	
 SECTION 2.03 Execution and Authentication

 	
 8

 
	
 SECTION 2.04 Registrar and Paying Agent

 	
 9

 
	
 SECTION 2.05 Paying Agent to Hold Assets in
 Trust

 	
 9

 
	
 SECTION 2.06 Holder Lists

 	
 10

 
	
 SECTION 2.07 General Provisions Relating to
 Transfer and Exchange

 	
 10

 
	
 SECTION 2.08 Book-Entry Provisions for
 Global Securities

 	
 11

 
	
 SECTION 2.09 Replacement Securities

 	
 12

 
	
 SECTION 2.10 Outstanding Securities

 	
 12

 
	
 SECTION 2.11 Treasury Securities

 	
 13

 
	
 SECTION 2.12 Temporary Securities

 	
 13

 
	
 SECTION 2.13 Cancellation

 	
 13

 
	
 SECTION 2.14 CUSIP Numbers

 	
 13

 
	
 SECTION 2.15 Defaulted Interest

 	
 13

 
	
 SECTION 2.16 Special Record Dates

 	
 14

 
	
 ARTICLE
 III REDEMPTION

 	
  

 
	
 SECTION 3.01 Notices to Trustee

 	
 14

 
	
 SECTION 3.02 Selection of Securities to Be
 Redeemed

 	
 14

 
	
 SECTION 3.03 Notice of Redemption

 	
 14

 
	
 SECTION 3.04 Effect of Notice of
Redemption

 	
 15

 
	
 SECTION 3.05 Deposit of Redemption Price

 	
 15

 
	
 SECTION 3.06 Securities Redeemed in Part

 	
 15

 
	
 SECTION 3.07 Holder’s Right to Require
 Redemption

 	
 16

 
	
 SECTION 3.08 Procedure for Requiring
 Redemption

 	
 16

 
	
 ARTICLE
 IV COVENANTS

 	
  

 
	
 SECTION 4.01 Payment of Securities

 	
 16

 
	
 SECTION 4.02 Maintenance of Office or
 Agency

 	
 16

 
	
 SECTION 4.03 Reports

 	
 17

 
	
 SECTION 4.04 Compliance Certificate

 	
 17

 
	
 SECTION 4.05 Taxes

 	
 17

 
	
 SECTION 4.06 Corporate Existence

 	
 18

 
	
 ARTICLE
 V MERGER, ETC.

 	
  

 
	
 SECTION 5.01 When Company May Merge, etc.

 	
 18

 
	
 SECTION 5.02 Successor Corporation
 Substituted

 	
 18

 
	
 ARTICLE
 VI DEFAULTS AND REMEDIES

 	
  

 
	
 SECTION 6.01 Events of Default

 	
 19

 
	
 SECTION 6.02 Acceleration

 	
 19

 
	
 SECTION 6.03 Other Remedies

 	
 19

 
	
 SECTION 6.04 Waiver of Past Defaults

 	
 19

 
	
 SECTION 6.05 Control by Majority

 	
 21

 
	
 SECTION 6.06 Limitation on Suits

 	
 21

 
	
 SECTION 6.07 Rights of Holders To Receive
 Payment and to Demand Conversion

 	
 21

 


i









	
  

 	
  

 
	
  

 	
 Page

 
	
 SECTION 6.08 Collection Suit by Trustee

 	
 21

 
	
 SECTION 6.09 Trustee May File Proofs of
 Claim

 	
 21

 
	
 SECTION 6.10 Priorities

 	
 21

 
	
 SECTION 6.11 Undertaking for Costs

 	
 21

 
	
 SECTION 6.12 Stay, Extension and Usury
Laws

 	
 23

 
	
 SECTION 6.13 Restoration of Positions

 	
 23

 
	
 SECTION 6.14 Liability of Stockholders,
 Officers, Directors and Incorporators

 	
 23

 
	
 ARTICLE
 VII TRUSTEE

 	
  

 
	
 SECTION 7.01 Duties of Trustee

 	
 23

 
	
 SECTION 7.02 Rights of Trustee

 	
 24

 
	
 SECTION 7.03 Individual Rights of Trustee

 	
 25

 
	
 SECTION 7.04 Money Held in Trust

 	
 26

 
	
 SECTION 7.05 Trustee’s Disclaimer

 	
 26

 
	
 SECTION 7.06 Notice of Defaults

 	
 26

 
	
 SECTION 7.07 Reports by Trustee to Holders

 	
 26

 
	
 SECTION 7.08 Compensation and Indemnity

 	
 26

 
	
 SECTION 7.09 Replacement of Trustee

 	
 27

 
	
 SECTION 7.10 Successor Trustee by Merger,
 Etc.

 	
 28

 
	
 SECTION 7.11 Eligibility; Disqualification

 	
 28

 
	
 SECTION 7.12 Preferential Collection of
 Claims Against the Company

 	
 28

 
	
 ARTICLE
 VIII DISCHARGE OF INDENTURE

 	
  

 
	
 SECTION 8.01 Satisfaction and Discharge of
 Indenture

 	
 28

 
	
 SECTION 8.02 Application of Trust Funds;
 Indemnification

 	
 29

 
	
 SECTION 8.03 Legal Defeasance

 	
 30

 
	
 SECTION 8.04 Covenant Defeasance

 	
 31

 
	
 SECTION 8.05 Repayment to Company

 	
 32

 
	
 SECTION 8.06 Reinstatement

 	
 32

 
	
 ARTICLE
 IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

 	
  

 
	
 SECTION 9.01 Without Consent of Holders

 	
 32

 
	
 SECTION 9.02 With Consent of Holders

 	
 33

 
	
 SECTION 9.03 Compliance with Trust
 Indenture Act

 	
 34

 
	
 SECTION 9.04 Revocation and Effect of
 Consents

 	
 34

 
	
 SECTION 9.05 Notation on or Exchange of
 Securities

 	
 34

 
	
 SECTION 9.06 Trustee to Sign Amendment,
 etc.

 	
 35

 
	
 ARTICLE X CONVERSION OR EXCHANGE OF SECURITIES

 	
  

 
	
 SECTION 10.01 Provisions Relating to
 Conversion or Exchange of Securities

 	
 35

 
	
 ARTICLE XI
 SINKING OR PURCHASE FUNDS

 	
  

 
	
 SECTION 11.01 Provisions Relating to
 Sinking or Purchase Funds

 	
 35

 
	
 ARTICLE XII
 SUBORDINATION

 	
  

 
	
 SECTION 12.01 Securities Subordinated to
 Senior Indebtedness

 	
 35

 
	
 SECTION 12.02 Priority and Payment Over of
 Proceeds in Certain Events

 	
 36

 
	
 SECTION 12.03 Payments May Be Paid Prior to
 Dissolution

 	
 36

 
	
 SECTION 12.04 Rights of Holders of Senior
 Indebtedness Not to Be Impaired

 	
 36

 
	
 SECTION 12.05 Authorization to Trustee to
 Take Action to Effectuate Subordination

 	
 37

 
	
 SECTION 12.06 Distribution or Notice to
 Representative

 	
 37

 
	
 SECTION 12.07 Subrogation

 	
 37

 
	
 SECTION 12.08 Obligations of Company
 Unconditional

 	
 38

 
	
 SECTION 12.09 Trustee Entitled to Assume
 Payments Not Prohibited in Absence of Notice

 	
 38

 
	
 SECTION 12.10 Right of Trustee to Hold
 Senior Indebtedness

 	
 38

 
	
 ARTICLE XIII MISCELLANEOUS

 	
  

 
	
 SECTION 13.01 Trust Indenture Act Controls

 	
 39

 


ii









	
  

 	
  

 
	
  

 	
 Page

 
	
 SECTION 13.02 Notices

 	
 39

 
	
 SECTION 13.03 Communication by Holders with
 Other Holders

 	
 40

 
	
 SECTION 13.04 Certificate and Opinion as to
 Conditions Precedent

 	
 40

 
	
 SECTION 13.05 Statements Required in
 Certificate or Opinion

 	
 40

 
	
 SECTION 13.06 Rules by Trustee and Agents

 	
 40

 
	
 SECTION 13.07 Legal Holidays

 	
 41

 
	
 SECTION 13.08 Duplicate Originals

 	
 41

 
	
 SECTION 13.09 Governing Law

 	
 41

 
	
 SECTION 13.10 No Adverse Interpretation of
 Other Agreements

 	
 41

 
	
 SECTION 13.11 Successors

 	
 41

 
	
 SECTION 13.12 Severability

 	
 41

 
	
 SECTION 13.13 Counterpart Originals

 	
 41

 
	
 SECTION 13.14 Submission to Jurisdiction

 	
 41

 
	
 SECTION 13.15 Waiver of Jury Trial

 	
 41

 
	
 SECTION 13.16 Force Majeure

 	
 42

 
	
 SECTION 13.16 Supplemental Indentures
 Contract

 	
 42

 
	
 SECTION 13.18 Table of Contents, Headings,
 etc

 	
 42

 
	
 SECTION 13.19 When Treasury Securities
 Disregarded

 	
 42

 


iii






CROSS-REFERENCE TABLE*


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trust Indenture Act Section

 	
  

 	
  

 	
 Indenture Section

 
	 

 	
  

 	 

 	 

 
	
 310

 	
 (a)(1)

 	
  

 	
  

 	
 7.11

 
	
  

 	
 (a)(2)

 	
  

 	
  

 	
 7.11

 
	
  

 	
 (a)(3)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (a)(4)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (a)(5)

 	
  

 	
  

 	
 7.11

 
	
  

 	
 (b)

 	
  

 	
  

 	
 7.03; 7.11

 
	
  

 	
 (c)

 	
  

 	
  

 	
 n/a

 
	
 311

 	
 (a)

 	
  

 	
  

 	
 7.12

 
	
  

 	
 (b)

 	
  

 	
  

 	
 7.12

 
	
  

 	
 (c)

 	
  

 	
  

 	
 n/a

 
	
 312

 	
 (a)

 	
  

 	
  

 	
 2.06

 
	
  

 	
 (b)

 	
  

 	
  

 	
 13.03

 
	
  

 	
 (c)

 	
  

 	
  

 	
 13.03

 
	
 313

 	
 (a)

 	
  

 	
  

 	
 7.07

 
	
  

 	
 (b)(1)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (b)(2)

 	
  

 	
  

 	
 7.07; 7.08

 
	
  

 	
 (c)

 	
  

 	
  

 	
 7.07; 13.02

 
	
  

 	
 (d)

 	
  

 	
  

 	
 7.07

 
	
 314

 	
 (a)(1), (2),
 (3)

 	
  

 	
  

 	
 4.03;13.05

 
	
  

 	
 (a)(4)

 	
  

 	
  

 	
 4.04

 
	
  

 	
 (b)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (c)(1)

 	
  

 	
  

 	
 13.04

 
	
  

 	
 (c)(2)

 	
  

 	
  

 	
 13.04

 
	
  

 	
 (c)(3)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (d)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (e)

 	
  

 	
  

 	
 13.05

 
	
  

 	
 (f)

 	
  

 	
  

 	
 n/a

 
	
 315

 	
 (a)

 	
  

 	
  

 	
 7.01(b)

 
	
  

 	
 (b)

 	
  

 	
  

 	
 7.06; 13.02

 
	
  

 	
 (c)

 	
  

 	
  

 	
 7.01(a)

 
	
  

 	
 (d)

 	
  

 	
  

 	
 7.01(c)

 
	
  

 	
 (e)

 	
  

 	
  

 	
 6.11

 
	
 316

 	
 (a)(last
 sentence)

 	
  

 	
  

 	
 2.11

 
	
  

 	
 (a)(1)(A)

 	
  

 	
  

 	
 6.05

 
	
  

 	
 (a)(1)(B)

 	
  

 	
  

 	
 6.04

 
	
  

 	
 (a)(2)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (b)

 	
  

 	
  

 	
 6.07

 
	
  

 	
 (c)

 	
  

 	
  

 	
 9.04

 
	
 317

 	
 (a)(1)

 	
  

 	
  

 	
 6.08

 
	
  

 	
 (a)(2)

 	
  

 	
  

 	
 6.09

 
	
  

 	
 (b)

 	
  

 	
  

 	
 2.04

 
	
 318

 	
 (a)

 	
  

 	
  

 	
 13.01

 
	
  

 	
 (b)

 	
  

 	
  

 	
 n/a

 
	
  

 	
 (c)

 	
  

 	
  

 	
 13.01

 



“n/a” means
not applicable.


iv






          SUBORDINATED
INDENTURE (this “Indenture”), dated as of ________, by and between ORIENT
PAPER, INC., a Nevada corporation (the “Company”), as issuer, and
______________, a ____________, as trustee (the “Trustee”).


RECITALS


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the
“Securities”), up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors
or by supplemental indenture.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


          SECTION
1.01 Definitions.


          “Affiliate”
means, when used with reference to the Company or another Person, any Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, the Company or such other Person, as the case may be. For
the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct or cause the direction of management or
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 of the foregoing.


          “Agent”
means any Registrar, Paying Agent, authenticating agent or co-Registrar.


          “Balance
Sheet” of a Person means a consolidated balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP.


          “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law for
the relief of debtors.


          “Board
of Directors” means, with respect to any Person, the Board of Directors of such
Person or any duly authorized committee of such Board of Directors.


          “Board
Resolution” means a copy of a resolution certified by the secretary or an
assistant secretary of such Person to have been duly adopted by the Board of
Directors of such Person or any duly authorized committee thereof and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.


          “Business
Day” means a day that is not a Legal Holiday.


          “Company”
means the party named as the Company in the first paragraph of this Indenture
until one or more successor corporations shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such successors.


1






          “Consolidated”
or “consolidated” means, when used with reference to any amount, such amount
determined on a consolidated basis in accordance with GAAP, after the
elimination of intercompany items.


          “Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate services business shall be principally administered, which office
at the date of execution of this Indenture is located at ______________.


          “Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.


          “Default”
means any event which is, or after notice or lapse of time or both would be, an
Event of Default.


          “Depositary”
means The Depository Trust Company, its nominees and their respective successors.


          “DTC
Participants” has the meaning specified in Section 2.08.


          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.


          “Event
of Default” has the meaning specified in Section 6.01.


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute.


          “GAAP”
means generally accepted accounting principles 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
have been approved by a significant segment of the accounting profession, which
are applicable from time to time.


          “Global
Securities” means a Security issued to evidence all or a part of any series of
Securities that is executed by the Company and authenticated and delivered by
the Trustee to a depositary or pursuant to such depositary’s instructions, all
in accordance with this Indenture and pursuant to Section 2.01, which
shall be registered as to principal and interest in the name of such depositary
or its nominee.


          “Holder”
means the Person in whose name a Security is registered on the Registrar’s
books.


          “Indebtedness”
of a Person means any indebtedness, including principal and premium,


               (i)
in respect of borrowed money;


               (ii)
evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without double counting, reimbursement
agreements in respect thereof);


               (iii)
representing the deferred purchase price of property or services other than
trade or accounts payable arising in the ordinary course of such Person’s
business;


2






               (iv)
representing obligations, whether or not assumed, secured by Liens on property
now or hereafter owned or acquired by such Person (other than carriers’,
warehousemen’s, mechanics’, repairmen’s or other like nonconsensual statutory
Liens arising in the ordinary course of business), provided, however, that the
amount of any such Indebtedness for which recourse is limited to certain
property shall be the lower of (a) the amount of the obligation and
(b) the fair market value of the property securing such obligation;


               (v)
capitalized lease obligations; and


               (vi)
if and to the extent it would appear as a liability upon Balance Sheet of such
Person, contingent obligations with respect to the Indebtedness of another
Person, including but not limited to the obligation or liability of another
which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes contingently
liable upon; provided , however , that any Indebtedness owing by
the Company to any of its Subsidiaries or by any Subsidiary of the Company to
the Company or by any Subsidiary of the Company to any other Subsidiary of the
Company or any contingent obligation in respect thereof shall not constitute
Indebtedness.


For purposes
of this Indenture, Indebtedness shall not include


               (i)
indebtedness that would not appear as a liability upon a Balance Sheet of such
Person;


               (ii)
indebtedness that is recourse only to certain assets of such Person, if the
assets to which such indebtedness is recourse only appear on a Balance Sheet of
such Person net of such indebtedness; or


               (iii)
indebtedness or other obligations issued by any Person (or by a trust or other
entity established by such Person or any of its affiliates) which are primarily
serviced by the cash flows of a discrete pool of receivables, leases or other
financial assets which have been sold or transferred by the Company or any
Subsidiary in securitization transactions which, in accordance with GAAP, are
accounted for as sales for financial reporting purposes.


          “Indenture”
means this Indenture, as amended, supplemented or modified from time to time.


          “Issue
Date” means the date of original issuance of the initial Securities pursuant to
this Indenture.


          “Legal
Holiday” has the meaning specified in Section 13.07.


          “Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement or any financing lease having substantially the same economic effect
as any of the foregoing).


          “Obligations”
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


3






          “Officer”
of any Person means the Chairman of the Board, Vice Chairman, the Chief
Executive Officer, the President, any Senior Vice President, any Executive Vice
President, any Vice President, the Chief Financial Officer, the Treasurer, the
Secretary or the Controller of such Person.


          “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer, Assistant Secretary or Assistant Controller of any Person.


          “Opinion
of Counsel” means a written opinion from legal counsel. The counsel may be an
employee of or counsel to the Company.


          “Paying
Agent” has the meaning specified in Section 2.04.


          “Person”
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.


          “Physical
Securities” means permanent certificated Securities in registered form, issued
in accordance with Section 2.08 and the terms of any indenture
supplemental hereto.


          “Redemption
Date” means, with respect to any Securities to be redeemed, the date fixed for
such redemption pursuant to this Indenture.


          “Redemption
Price” means the redemption price fixed in accordance with the terms of the
Securities, plus accrued and unpaid interest, if any, to the date fixed for
redemption.


          “Register”
has the meaning specified in Section 2.04.


          “Registrar”
has the meaning specified in Section 2.04.


          “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


          “SEC”
means the Securities and Exchange Commission and any government agency
succeeding to its functions.


          “Securities”
means the securities authenticated and delivered under this Indenture.


          “Securities
Act” means the Securities Act of 1933, as amended, or any successor statute.


          “Senior
Indebtedness” means all Indebtedness (present or future) created, incurred,
assumed or guaranteed by the Company (and all renewals, extensions or
refundings thereof), unless the instrument under which such Indebtedness is
created, incurred, assumed or guaranteed provides that such Indebtedness is not
senior or superior in right of payment to the Securities. Notwithstanding
anything to the contrary in the foregoing, Senior Indebtedness shall not
include (i) any Indebtedness of the Company to any of its Subsidiaries, (ii)
any trade payables of the Company or (iii) any liability for federal, state,
local or other taxes owed or owing by the Company.


          “Significant
Subsidiary” means any Subsidiary that would constitute a “significant
subsidiary” within the meaning of Article 1 of Regulation S-X of the
Securities Act as in effect on the date of this Indenture.


4






          “Subsidiary”
of any Person means:


               (i)
a corporation a majority of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly, owned by such Person or by such Person and a subsidiary or
subsidiaries of such Person or by a subsidiary or subsidiaries of such Person; or


               (ii)
any other Person (other than a corporation) in which such Person or such Person
and a subsidiary or subsidiaries of such Person or a subsidiary or subsidiaries
of such Persons, at the time, directly or indirectly, owns at least a majority
voting interest under ordinary circumstances.


          “TIA”
means the Trust Indenture Act of 1939, as in effect on the date of this
Indenture; provided, however, that in the event the TIA is amended after such
date, “TIA” means, to the extent required by such amendment, the Trust
Indenture Act of 1939, as so amended, or any successor statute.


          “Trustee”
means the party named as such in this Indenture until a successor replaces it
and thereafter, means the successor.


          “U.S.
Government Obligations” means (i) direct obligations of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America and which in either case,
are non-callable at the option of the issuer thereof.


          SECTION
1.02 Incorporation by Reference of Trust
Indenture Act.


          Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. In addition, the provisions
of Sections 310 to and including 317 of the TIA that impose duties on any
person are incorporated by reference in, and form a part of, this Indenture.


          The
following TIA terms used in this Indenture have the following meanings:


               “indenture
securities” means the Securities;


               “indenture
security holder” means a Holder;


               “indenture
to be qualified” means this Indenture;


               “indenture
trustee” or “institutional trustee” means the Trustee; and


               “obligor”
on the Securities means the Company and any other obligor on the indenture
securities.


          All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule have the meanings
assigned to them by such definitions.


          SECTION
1.03 Rules of Construction.


          Unless
the context otherwise requires:


5






          (a)
a term has the meaning assigned to it;


          (b)
an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


          (c)
”or” is not exclusive;


          (d)
”including” means including without limitation;


          (e)
words in the singular include the plural, and in the plural include the
singular; and


          (f)
provisions apply to successive events and transactions.


ARTICLE II


THE SECURITIES


          SECTION
2.01 Unlimited in Amount, Issuable in
Series, Denomination


          The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series in denominations of $1,000 and any integral multiple
thereof. Prior to the issuance of Securities of a series, the Company and the
Trustee will execute an indenture supplemental hereto which will set forth as
to the Securities of that series, to the extent applicable:


          (a)
The title and ranking of such Securities;


          (b)
The aggregate principal amount of such Securities and any limit on such
aggregate principal amount that may be issued;


          (c)
The denomination of such Securities, if other than $1,000 and any integral
multiple thereof;


          (d)
The price (expressed as a percentage of the principal amount thereof) at which
such Securities will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity thereof;


          (e)
The date or dates, or the method for determining such date or dates, on which
the Securities will mature and the amounts to be paid upon maturity of the
Securities;


          (f)
The rate or rates (which may be fixed or variable), or the method by which such
rate or rates shall be determined, at which such Securities will bear interest,
if any, the date or dates, or the method for determining such date or dates,
from which any such interest will accrue, the dates on which any such interest
will be payable, the record dates for such interest payment dates, or the
method by which such dates shall be determined, the persons to whom such
interest shall be payable, and the basis upon which interest shall be
calculated, if other than that of a 360-day year of twelve 30-day months;


          (g)
The right, if any, of the Company to defer payment of interest and the maximum
length of any such deferral period;


          (h)
The place or places where the principal of, and premium and interest, if any,
on such Securities will be payable, where such Securities may be surrendered
for registration of transfer or exchange and where notices or demands to or
upon the Company in respect of such Securities and this Indenture may be
served;


6






          (i)
The date or dates, if any, after which, and the price or prices at which, and
the other terms and conditions upon which such Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, as a whole or in
part, by the Company;


          (j)
The obligation, if any, of the Company to redeem, repay or purchase such
Securities pursuant to any sinking fund or analogous provision or at the option
of a Holder thereof, and the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities
will be redeemed, repaid or purchased, as a whole or in part, pursuant to such
obligation;


          (k)
The terms, if any, on which the Securities of such series are convertible into,
or exchangeable for, shares of common stock or other securities of the Company,
including any mandatory conversion or exchange provisions and any provisions
intended to prevent dilution of those conversion or exchange rights;


          (l)
Whether such Securities will be secured or unsecured and the terms relating
thereto;


          (m)
The restrictions, if any, on the transfer, sale or other assignment of the
Securities;


          (n)
If other than U.S. dollars, the currency or currencies in which such Securities
are denominated and payable, which may be a foreign currency or units of two or
more foreign currencies or a composite currency or currencies, and the terms
and conditions relating thereto;


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


          (p)
Whether the amount of payments of principal of, or premium and interest, if
any, on such Securities may be determined with reference to an index, formula
or other method (which index, formula or method may, but need not be, based on
the yield on or trading price of other securities, including United States
Treasury securities, or on a currency, currencies, currency unit or units, or
composite currency or currencies) and the manner in which such amounts shall be
determined;


          (q)
Any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or
not such Events of Default or covenants are consistent with the Events of
Default or covenants described herein;


          (r)
Whether and under what circumstances the Company will pay any additional
amounts on such Securities in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities in lieu of making such payment;


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


7






          (t)
The date as of which any bearer securities of the series and any temporary
Global Security representing outstanding Securities of the series shall be
dated if other than the date of original issuance of the first Security of the
series to be issued;


          (u)
The person to whom any interest on any registered security of the series shall
be payable, if other than the person in whose name that Security (or one or
more predecessor securities) is registered at the close of business on the
regular record date for such interest, the manner in which, or the person to
whom, any interest on any bearer security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons appertaining
thereto as they severally mature, and the extent to which, or the manner in
which, any interest payable on a temporary Global Security on an interest
payment date will be paid if other than in the manner provided in the
indenture;


          (v)
The applicability, if any, of the legal defeasance and covenant defeasance
provisions of this Indenture to the Securities of the series;


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


          (x)
Whether the Securities will be listed for trading on an exchange and the
identity of such exchange, and whether any underwriters will act as market
makers for the Securities; and


          (y)
Any other terms, preferences, rights or limitations of, or restrictions on, the
Securities of such series, including any restrictions on the transfer, sale or
other assignment of the Securities.


          SECTION
2.02 Form and Dating.


          The
Securities of each series will be substantially in the form established by an
indenture supplemental hereto relating to the Securities of that series. The
Securities may have notations, legends or endorsements required by law, stock
exchange rules or usage. The Company will approve the form of the Securities and
any notation, legend or endorsement thereon. Each Security will be dated as of
the date of its authentication pursuant to Section 2.03.


          SECTION
2.03 Execution and Authentication.


          Two
Officers shall sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid
nevertheless.


          A
Security shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.


          The
Trustee shall, upon a written order of the Company signed by one Officer of the
Company, authenticate for original issue Securities in aggregate principal
amount specified in such order.


8






          The
Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate Securities. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.


          SECTION
2.04 Registrar and Paying Agent.


          The
Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange (the “ Registrar “) and an office or agency where Securities may be
presented for payment (the “ Paying Agent
“). The Registrar shall keep a register of the Securities (the “ Register “) and of their transfer and
exchange. The Company may appoint one or more co-Registrars and one or more
additional Paying Agents for the Securities. The term “Paying Agent” includes
any additional paying agent and the term “Registrar” includes any additional
registrar. The Company may change any Paying Agent or Registrar without prior notice
to any Holder.


          The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate the terms of the TIA and
implement the terms of this Indenture that relate to such Agent. The Company
shall give prompt written notice to the Trustee of the name and address of any
Agent who is not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any Affiliate of the Company may act as Paying Agent or
Registrar; provided, however,
that none of the Company, its Subsidiaries or the Affiliates of the foregoing
shall act (i) as Paying Agent in connection with redemptions, offers to
purchase, discharges and defeasance, as otherwise specified in this Indenture,
and (ii) as Paying Agent or Registrar if a Default or Event of Default has
occurred and is continuing.


          The
Company initially appoints The Depository Trust Company to act as Depositary
with respect to the Global Securities.


          The
Company hereby initially appoints the Trustee as Registrar and Paying Agent for
the Securities.


          SECTION
2.05 Paying Agent to Hold Assets in Trust.


          Not
later than 11:00 a.m. (New York City time) on each due date of the
principal and interest on any Securities, the Company shall deposit with one or
more Paying Agents money in immediately available funds sufficient to pay such
principal and interest so becoming due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all assets held by the
Paying Agent for the payment of principal of and interest on the Securities (whether
such money has been paid to it by the Company or any other obligor on the
Securities) and shall notify the Trustee of any failure by the Company (or any
other obligor on the Securities) in making any such payment. While any such
failure continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company
or a Subsidiary of the Company) shall have no further liability for the money
so paid over to the Trustee.


          If
the Company or any Subsidiary of the Company or any Affiliate of any of them
acts as Paying Agent, it shall, prior to or on each due date of any principal
of or interest on the Securities, segregate and hold in a separate trust fund
for the benefit of the Holders a sum of money sufficient with monies held by
all other Paying Agents, to pay such principal or interest so becoming due
until such sum of money shall be paid to such Holders or otherwise disposed of
as provided in this Indenture, and will promptly notify the Trustee of its
actions or failure to act.


9






          SECTION
2.06 Holder Lists.


          The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders and
shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not
the Registrar, the Company shall furnish to the Trustee prior to or on each
interest payment date for the Securities and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders relating to such
interest payment date or request, as the case may be.


          SECTION
2.07 General Provisions Relating to Transfer
and Exchange.


          The
Securities are issuable only in registered form. A Holder may transfer a
Security only by written application to the Registrar or another transfer agent
stating the name of the proposed transferee and otherwise complying with the
terms of this Indenture. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer by the Registrar in the Register. Prior to the
registration of any transfer by a Holder as provided herein, the Company, the
Trustee, and any agent of the Company shall treat the person in whose name the
Security is registered as the owner thereof for all purposes whether or not the
Security shall be overdue, and neither the Company, the Trustee, nor any such
agent shall be affected by notice to the contrary. Furthermore, any Holder of a
Global Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book-entry system maintained by the Holder of such Global Security
(or its agent) and that ownership of a beneficial interest in the Security
shall be required to be reflected in a book-entry.


          When
Securities are presented to the Registrar or another transfer agent with a
request to register the transfer or to exchange them for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met (including that such Securities are duly endorsed or
accompanied by a written instrument of transfer duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). Subject to Section 2.03, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange or redemption of the Securities, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any
such transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.12, 3.06 or 9.05 hereof).


          Neither
the Registrar nor any other transfer agent nor the Company shall be required
to:


               (i)
issue, register the transfer of or exchange any Security during a period
beginning at the opening of business 15 Business Days before the day of any
selection of Securities for redemption under Section 3.02 hereof and
ending at the close of business on the day of selection; or


               (ii)
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.


10






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


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


          SECTION
2.08 Book-Entry Provisions for Global
Securities.


          (a)
The Global Securities initially shall:


               (i)
be registered in the name of the Depositary or the nominee of such Depositary;
and


               (ii)
be delivered to the Trustee as custodian for such Depositary.


          Members
of, or participants in, the Depositary (“ DTC
Participants “) shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depositary, or the
Trustee as its custodian, or under such Global Security, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing contained 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 the Depositary or impair, as between the Depositary and the DTC
Participants, the operation of customary practices governing the exercise of
the rights of a Holder of any Security.


          (b)
Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary, its successors or their
respective nominees. Beneficial owners may transfer their interests in Global
Securities in accordance with the rules and procedures of the Depositary.


          (c)
Any beneficial interest in one of the Global Securities that is transferred to
a person who takes delivery in the form of an interest in another Global
Security will, upon transfer, cease to be an interest in such Global Security
and become an interest in such other Global Security and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.


          (d)
The registered Holder of a Global Security may grant proxies and otherwise
authorize any Person, including DTC Participants and Persons that may hold
interests through DTC Participants, to take any action that a Holder is
entitled to take under this Indenture or the Securities.


          (e)
If at any time:


               (i)
the Company notifies the Trustee in writing that the Depositary is no longer
willing or able to continue to act as Depositary for the Global Securities or
the Depositary ceases to be a “clearing agency” registered under the Exchange
Act, and a successor depositary for the Global Securities is not appointed by
the Company within 90 days of such notice or cessation;


11






               (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of the Securities in definitive form under this Indenture in
exchange for all or any part of the Securities represented by a Global Security
or Global Securities; or


               (iii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depositary,


subject
to this Section 2.08(e), the Depositary shall surrender such Global
Security or Global Securities to the Trustee for cancellation and then the
Company shall execute, and the Trustee shall authenticate and deliver in
exchange for such Global Security or Global Securities, Physical Securities, as
applicable, in an aggregate principal amount equal to the principal amount of
such Global Security or Global Securities. Such Physical Securities shall be
registered in such names as the Depositary shall identify in writing as the
beneficial owners, or participant nominees, of the Securities represented by
such Global Security or Securities (or any nominee thereof).


          (f)
Notwithstanding the foregoing, in connection with any transfer of a portion of
the beneficial interests in a Global Security to beneficial owners pursuant to
paragraph (e) of this Section 2.08, the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of such
Global Security in an amount equal to the principal amount of the beneficial
interest in such Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Physical
Securities of like tenor and amount.


          SECTION
2.09 Replacement Securities.


          If
a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of the Trustee and the Company are met; provided that, if any such Security has
been called for redemption in accordance with the terms thereof, the Trustee
may pay the Redemption Price thereof on the Redemption Date without
authenticating or replacing such Security. The Trustee or the Company may, in
either case, require the Holder to provide an indemnity bond sufficient in the
judgment of each of the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Security
is replaced or if the Redemption Price therefor is paid pursuant to this
Section 2.09. The Company may charge the Holder who has lost a Security
for its expenses in replacing a Security.


          Every
replacement Security is an obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all
other Securities duly issued hereunder.


          SECTION
2.10 Outstanding Securities.


          The
Securities outstanding at any time are all the Securities authenticated by the
Trustee, except for (i) those cancelled by it, (ii) those delivered
to it for cancellation and (iii) those described in this Section as not
outstanding.


          If
a Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.


          If
all principal of and interest on any Security are considered paid under
Section 4.01 hereof, such Security ceases to be outstanding and interest
on it ceases to accrue.


12






          Except
as provided in Section 2.11 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds such
Security.


          SECTION
2.11 Treasury Securities.


          In
determining whether the Holders of the required aggregate principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate of the Company shall be
considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which such Trustee actually knows
are so owned shall be so disregarded.


          SECTION
2.12 Temporary Securities.


          Until
definitive Securities are ready for delivery, the Company may prepare and
execute, and the Trustee shall authenticate upon a written order of the Company
signed by one Officer of the Company, temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare, and the
Trustee shall authenticate, definitive Securities in exchange for temporary Securities.
Holders of temporary Securities shall be entitled to all of the benefits of
this Indenture.


          SECTION
2.13 Cancellation.


          The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or
repurchase. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, repurchase, redemption, replacement
or cancellation and shall return such cancelled Securities to the Company upon
the Company’s written request (subject to the record retention requirements of
the Exchange Act). The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.


          SECTION
2.14 CUSIP Numbers.


          The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and the Trustee shall use CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided
that any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any such notice 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 shall
promptly notify the Trustee of any change in the CUSIP numbers.


          SECTION
2.15 Defaulted Interest.


          If
the Company fails to make a payment of interest on Securities, it shall pay
such defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. It may elect to pay such defaulted
interest, plus any such interest payable on it, to the Persons who are Holders
of such Securities on which the interest is due on a subsequent special record
date. The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each such Security. The Company shall
fix any such record date and payment date for such payment. At least
15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, interest payment date,
and amount of such interest to be paid.


13






          SECTION
2.16 Special Record Dates.


          The
Company may, but shall not be obligated to, set a record date for the purpose
of determining the identity of Holders of Securities entitled to consent to any
supplement, amendment or waiver permitted by this Indenture. If a record date
is fixed, the Holders of Securities outstanding on such record date, and no
other Holders, shall be entitled to consent to such supplement, amendment or
waiver or revoke any consent previously given, whether or not such Holders
remain Holders after such record date. No consent shall be valid or effective
for more than 90 days after such record date unless consents from Holders of
the aggregate principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.


ARTICLE III


REDEMPTION


          SECTION
3.01 Notices to Trustee.


          If
the Company elects to redeem any series of Securities pursuant to the optional
redemption provisions set forth in the supplemental indenture relating to such
series of Securities, it shall notify the Trustee in writing of the intended
Redemption Date, the principal amount of Securities to be redeemed and the
CUSIP numbers of the Securities to be redeemed. The Company shall give each
notice to the Trustee provided for in this Section 3.01 at least days
fifteen (15) days before the giving of the notice of redemption pursuant
to Section 3.03 hereof (unless a shorter period is satisfactory to the
Trustee).


          SECTION
3.02 Selection of Securities to Be Redeemed.


          If
fewer than all the Securities of any series are to be redeemed, the Trustee
shall select the Securities of such series to be redeemed from the outstanding
Securities of such series by a method that complies with the requirements of
any exchange on which the Securities are listed, or, if the Securities are not
listed on an exchange, on a pro rata basis or by lot or in accordance with any
other method the Trustee considers fair and appropriate. The Trustee will make
the selection from outstanding Securities of that series not previously called
for redemption.


          Securities
and portions thereof of any series that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Securities to be redeemed or
any integral multiple thereof. The Trustee may select for redemption portions
of the principal amount of Securities that have denominations larger than the
minimum denomination in which Securities of the applicable series may be
issued. Provisions of this Indenture that apply to Securities of any series
called for redemption also apply to portions of Securities of such series
called for redemption. The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities of any series to be called for
redemption.


          SECTION
3.03 Notice of Redemption.


          At
least 30 days but not more than 60 days before the Redemption Date,
the Company shall mail a notice of redemption by first-class mail to each
Holder whose Securities are to be redeemed in whole or in part at the address
of such Holder appearing in the Register.


          The
notice shall identify the principal amount and series of each Security to be
redeemed and shall state:


          (a)
the Redemption Date;


          (b)
the method being used to determine the Redemption Price;


14






          (c)
if fewer than all outstanding Securities are to be redeemed, the portion of the
principal amount of the Securities to be redeemed and that, after the
Redemption Date, upon surrender of such Security, a new Security in principal
amount equal to the unredeemed portion will be issued;


          (d)
the name and address of the Paying Agent;


          (e)
that Securities called for redemption must be presented and surrendered to the
Paying Agent to collect the Redemption Price plus accrued interest, if any;


          (f)
that, unless the Company defaults in payment of the Redemption Price, interest
on Securities (or the portions thereof) called for redemption ceases to accrue
interest on and after the Redemption Date, and, if applicable, those Securities
(or the portion thereof called for redemption) will cease on the Redemption
Date (or such other date as if provided in the supplemental indenture relating
to the Securities) to be convertible into, or exchangeable for, other
securities or assets;


          (g)
if applicable, the current conversion or exchange price; and


          (h)
the CUSIP numbers, if any, of the Securities to be redeemed.


          At
the Company’s written request, the Trustee shall give the notice of redemption
in the Company’s name and at its expense.


          SECTION
3.04 Effect of Notice of Redemption.


          Once
the notice of redemption is mailed, Securities called for redemption become
irrevocably due and payable on the Redemption Date at the Redemption Price.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price, plus accrued and unpaid interest to the Redemption Date.


          The
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the Holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Securities shall not affect the validity of the proceeding for
the redemption of Securities of any other Holder.


          SECTION
3.05 Deposit of Redemption Price.


          Prior
to 11:00 a.m., New York City time, on the Redemption Date, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or
an Affiliate of the Company is acting as the paying Agent, shall segregate and
hold in trust) an amount of money sufficient to pay the Redemption Price of all
Securities to be redeemed on that date, together with accrued and unpaid
interest to the Redemption Date, except for Securities or portions thereof
called for redemption which have been delivered by the Company to the Trustee
for cancellation or Securities which have been surrendered for conversion or
exchange. If any Securities called for redemption are converted or exchanged,
any money deposited with the Trustee or Paying Agent for redemption of those
Securities shall be promptly paid to the Company upon its request, or, if the
money is held in trust by the Company or a Subsidiary as Paying Agent, the
money will be discharged from the trust.


          SECTION
3.06 Securities Redeemed in Part.


          Upon
surrender of a Security that is redeemed in part, the Company shall execute and
the Trustee shall authenticate for the Holder at the expense of the Company, a
new Security equal in principal amount to the unredeemed portion of the
Security surrendered.


15






          SECTION
3.07 Holder’s Right to Require Redemption.


          Holders
of Securities of a series will have the right to require the Company to redeem
those Securities only to the extent, and only on the terms, set forth in the
supplemental indenture relating to the Securities of that series. If Holders of
Securities of a series have the right to require the Company to redeem those
Securities, unless otherwise provided in the supplemental indenture relating to
the Securities of that series, the terms of the redemption will include those
set forth in Section 3.08.


          SECTION
3.08 Procedure for Requiring Redemption.


          If
a Holder has the right to require the Company to redeem Securities, to exercise
that right, the Holder must deliver the Securities to the Paying Agent,
endorsed for transfer and with the form on the reverse side regarding the
option to require redemption completed. Delivery of Securities to the Paying
Agent as provided in this Section 3.07 will constitute an irrevocable election
to cause the specified principal amount of Securities to be redeemed. When
Securities are delivered to the Paying Agent as provided in this Section,
unless the Company fails to make the payments due as a result of the redemption
within twenty (20) days after the Securities are delivered to the Paying Agent,
interest on the Securities will cease to accrue and, if the Securities are
convertible or exchangeable, the Holder’s right to convert or exchange the Securities
will terminate.


          The
Company’s determination of all questions regarding the validity, eligibility
(including time of receipt) and acceptance of any Security for redemption will
be final and binding.


ARTICLE IV


COVENANTS


          SECTION
4.01 Payment of Securities.


          The
Company shall pay, or cause to be paid, the principal of and interest on the
Securities on the dates and in the manner provided in the Securities and the
supplemental Indenture relating to the series. Principal and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company,
a Subsidiary of the Company or any Affiliate of any of them, holds as of
11:00 a.m. (New York City time) on that date immediately available funds
designated for and sufficient to pay all principal and interest then due. If
the Company or any Subsidiary of the Company or any Affiliate of any of them
acts as Paying Agent, principal or interest shall be considered paid on the due
date if the entity acting as Paying Agent complies with the second paragraph of
Section 2.05 hereof.


          The
Company shall pay interest on overdue principal and premium, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified therefor in the Securities.


          Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or
interest payments hereunder.


          SECTION
4.02 Maintenance of Office or Agency.


          The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee or Registrar) where the Securities 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 Company shall
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 fails to
maintain any such required office or agency or fails 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.


16






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


          The
Company hereby designates the New York office of the Trustee located at
___________________________, as one such office or agency of the Company in
accordance with Section 2.04 hereof.


          SECTION
4.03 Reports.


          (a)
The Company shall deliver to the Trustee within fifteen (15) days after it
files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act and posting of such reports on the Company’s web site shall be
deemed delivery to the Trustee; provided,
however, the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the SEC. The Company shall also comply with the other provisions
of Section 314(a) of the TIA.


          (b)
Delivery of reports, information and documents to the Trustee pursuant to this
Section 4.03 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 Officers’ Certificates).


          SECTION
4.04 Compliance Certificate.


          The
Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers’ Certificate, one of the signers
of which is the chief executive officer, vice chairman, the chief financial
officer, executive vice president or the chief accounting officer of the
Company, stating that in the course of the performance by the signers of their
duties as officers of the Company, they would normally have knowledge of any
failure by the Company to comply with all conditions, or Default by the Company
with respect to any covenants, under this Indenture, and further stating
whether or not they have knowledge of any such failure or Default and, if so,
specifying each such failure or Default, the nature and status thereof and what
action the Company is taking or proposes to take with respect thereto. For
purposes of this Section, such compliance shall be determined without regard to
any period of grace or requirement of notice provided for in this Indenture.
The certificate need not comply with Section 13.04 hereof.


          SECTION
4.05 Taxes.


          The
Company shall pay prior to delinquency, all material taxes, assessments, and
governmental levies except as contested in good faith by appropriate
proceedings.


17






          SECTION
4.06 Corporate Existence.


          Subject
to Article V hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence and (ii) the material rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries taken as a whole; provided, however, that the Company shall
not be required to preserve any such right, license or franchise if the Board
of Directors determines that the preservation thereof is no longer in the best
interests of the Company, and that the loss thereof is not adverse in any
material respect to the Holders.


ARTICLE V


MERGER, ETC.


          SECTION
5.01 When Company May Merge, etc.


          The
Company shall not consolidate or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets
to, any Person unless :


          (a)
the Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made, is a corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia;


          (b)
the Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made, expressly assumes by one
or more supplemental indentures satisfactory in form to the Trustee all of the
obligations of the Company under the Securities and this Indenture;


          (c)
immediately after such transaction, and giving effect thereto, no Default or
Event of Default shall have occurred and be continuing; and


          (d)
the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that the consolidation, merger, conveyance,
transfer or lease and the supplemental indenture (or supplemental indentures
together) comply with this Article V and that all conditions precedent herein
provided relating to the transaction have been complied with.


          Notwithstanding
the foregoing, the Company may merge with another Person or acquire by purchase
or otherwise all or any part of the property or assets of any other corporation
or Person in a transaction in which the surviving entity is the Company.


          SECTION
5.02 Successor Corporation Substituted.


          Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition 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 corporation had been named as the Company herein. In the event of any
such sale or conveyance, but not any such lease, the Company or any successor
corporation which thereafter will have become such in the manner described in
this Article V shall be discharged from all obligations and covenants
under the Securities and this Indenture and may be dissolved, wound up or
liquidated.


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ARTICLE VI


DEFAULTS AND REMEDIES


          SECTION
6.01 Events of Default.


          An
“Event of Default” with respect to each series of the Securities occurs when
any of the following occurs:


          (a)
the Company defaults in the payment of the principal, premium, or sinking fund
payment, if any, of any Security of such series when it becomes due and payable
at maturity, upon acceleration, repurchase, redemption or otherwise, unless the
time for payment is extended;


          (b)
the Company defaults in the payment of interest on any Security of such series
when it becomes due and payable and such Default continues for a period of
ninety (90) days, unless the time for payment is extended;


          (c)
the Company fails to comply in any material respect with any of its other
agreements or covenants in, or provisions of, the Securities or this Indenture
and the Company and such Default continues for a period of ninety
(90) days after the Company receives written notice of such Default from
the Trustee, or the Company the Trustee receive written notice of such Default
from the Holders of at least 51% in aggregate principal amount of the
outstanding Securities of such series;


          (d)
the Company or a Significant Subsidiary pursuant to or within the meaning of
any Bankruptcy Law:


               (i)
commences a voluntary case or proceeding;


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


               (iii)
consents to the appointment of a Custodian of it or for any substantial part of
its property; or


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


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


               (i)
is for relief against the Company or any Significant Subsidiary in an
involuntary case or proceeding against the Company or any Significant
Subsidiary;


               (ii)
appoints a Custodian for the Company or any Significant Subsidiary or for any
substantial part of its property; or


               (iii)
orders the winding up or liquidation of the Company or any Significant
Subsidiary,


     and
any such order or decree under this clause (3) remains unstayed and in
effect for ninety (90) days.


          Any
notice of default under clause (iii) of this Section 6.01 must
specify the Default, demand that it be remedied and state that the notice is a
“Notice of Default.”


          Each
of the occurrences described in clauses (i) through (v) of this Section 6.01
will constitute an Event of Default whatever the reason for the occurrence and
whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


19






          A
Default under clause (i), (ii) or (iii) of this Section 6.01 with regard to
Securities of a particular series will not constitute a Default with regard to
Securities of any other series except to the extent, if any, provided in the
supplemental indenture relating to the other series.


          SECTION
6.02 Acceleration.


          Subject
to Article XII, if an Event of Default with respect to any series of
outstanding Securities (other than an Event of Default specified in clause
(iv) or (v) of Section 6.01 hereof) occurs and is continuing,
the Trustee or the Holders of at least 51% in aggregate principal amount of the
outstanding Securities of the applicable series, by written notice to the
Company, and to the Trustee if notice is given by such Holders, may declare due
and payable the unpaid principal amount of all Securities of such series plus
any unpaid premium or accrued and unpaid interest, if any, to the date of
payment. Upon a declaration of acceleration, such principal, premium and
accrued and unpaid interest to the date of payment shall be due and payable.


          If
an Event of Default specified in clause (iv) or (v) of
Section 6.01 hereof occurs, all unpaid principal, premium and accrued
interest on the Securities shall become and be immediately due and payable
without any notice, declaration or other action on the part of the Trustee or
any Holder.


          The
Holders of a majority in aggregate principal amount of any outstanding series
of Securities by written notice to the Trustee may rescind and annul an
acceleration and its consequences if (i) all existing Events of Default,
other than the nonpayment of principal, premium or interest on the Securities
which have become due solely because of the acceleration, have been cured or
waived and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction. Such rescission or annulment will
not extend to any subsequent or other Default or impair any consequent right.


          SECTION
6.03 Other Remedies.


          If
an Event of Default with respect to any series of outstanding Securities occurs
and is continuing, the Trustee may pursue any available remedy by proceeding at
law or in equity to collect the payment of principal of or interest on such
series of Securities or to enforce the performance of any provision of such
series of Securities or this Indenture.


          The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy
accruing upon the Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All remedies are cumulative to the extent
permitted by law.


          SECTION
6.04 Waiver of Past Defaults.


          Subject
to Sections 6.07 and 9.02 hereof, the Holders of at least a majority in
aggregate principal amount of any series of outstanding Securities by notice to
the Trustee may waive an existing Default or Event of Default except a Default
or Event of Default in the payment of the principal of or interest on such
series of Securities ( provided, however,
that, subject to Section 6.07, the Holders of a majority in aggregate
principal amount of the then outstanding Securities may rescind an acceleration
and its consequences, including any related payment default that resulted from
such acceleration). When a Default or Event of Default is waived, it is deemed
cured and ceases, but no waiver will extend to any subsequent or other Default
or impair any consequent right.


20






          SECTION
6.05 Control by Majority.


          The
Holders of at least a majority in aggregate principal amount of any outstanding
series of Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that (i) conflicts with law or this Indenture, (ii) the Trustee
determines may be unduly prejudicial to the rights of other Holders of
Securities of such series or (iii) may involve the Trustee in personal
liability. The Trustee may take any other action that it deems proper which is
not inconsistent with any such direction.


          SECTION
6.06 Limitation on Suits.


          Subject
to the provisions of Section 6.07 hereof, no Holder of Securities of any
series may pursue any remedy with respect to this Indenture or the Securities
of such series unless :


          (a)
the Holder gives to the Trustee written notice stating that an Event of Default
is continuing;


          (b)
the Holders of at least 25% in aggregate principal amount of such series of
Securities make a written request to the Trustee to pursue the remedy;


          (c)
such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability, cost or expense;


          (d)
the Trustee does not comply with the request within sixty (60) days after
receipt of the request and the offer of indemnity; and


          (e)
during such 60-day period, the Holders of at least a majority in aggregate
principal amount of such series of Securities do not give the Trustee a
direction inconsistent with the request.


          A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.


          SECTION
6.07 Rights of Holders To Receive Payment
and to Demand Conversion.


          Notwithstanding
any other provision of this Indenture, subject to the provisions of Article
XII, the right of any Holder of a Security to receive payment of principal of,
premium, if any, or interest, if any, on the Security (and interest on overdue
principal and interest on overdue installments of interest, if any, as provided
in Section 4.01) on or after the respective due dates expressed or provided for
in the Security, or in the case of redemption, on or after the Redemption Date,
or in the case of conversion or exchange, to receive the security issuable upon
conversion or exchange, or to bring suit for the enforcement of any such
payment, conversion or exchange on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.


21






          SECTION
6.08 Collection Suit by Trustee.


          If
an Event of Default specified in Section 6.01(i) or (ii) hereof
occurs and is continuing with respect to the Securities, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company (and any other obligor on the Securities) for the whole amount of
principal, premium, if any, and accrued interest, if any, remaining unpaid on
the outstanding Securities, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.08 hereof.


          SECTION
6.09 Trustee May File Proofs of Claim.


          The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.08 hereof. Nothing contained
in this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


          SECTION
6.10 Priorities.


          If
the Trustee collects any amount of money with respect to the Securities
pursuant to this Article VI, subject to Article XI, it shall pay out the
money in the following order:


          (First)
to the Trustee, its agents and attorneys for amounts due under
Section 7.08 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made by the Trustee and the costs and
expenses of collection;


          (Second)
to Holders of Senior Indebtedness in accordance with Article XII hereof;


          (Third)
to Holders for amounts due and unpaid on the Securities for principal and
interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and


          (Fourth)
to the Company, or to such party as a court of competent jurisdiction may
direct.


          The
Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.


          SECTION
6.11 Undertaking for Costs.


          In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.06 hereof, a suit by Holders of more than 10%
in aggregate principal amount of any outstanding series of Securities, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Security held by that Holder
on or after the due date provided in the Security or to any suit for the
enforcement of the right to convert or exchange any Security in accordance with
the provisions of a supplemental indenture applicable to that Security.


22






          SECTION
6.12 Stay, Extension and Usury Laws.


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


          SECTION
6.13 Restoration of Positions.


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


          SECTION
6.14 Liability of Stockholders, Officers,
Directors and Incorporators.


          No
stockholder, officer, director or incorporator, as such, past, present or
future, of the Company, or any of its successor corporations, will have any
personal liability in respect of the Company’s obligations under this Indenture
or any Securities by reason of his or its status as such stockholder, officer,
director or incorporator; provided, however, that nothing in this Indenture or
in the Securities will prevent recourse to and enforcement of the liability of
any holder or subscriber to common stock of the Company which has not been
fully paid up.


ARTICLE VII


TRUSTEE


          SECTION
7.01 Duties of Trustee.


          (a)
If an Event of Default with respect to the Securities has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


          (b)
Except during the continuance of an Event of Default:


               (i)
the Trustee need perform only those duties that are specifically set forth in
this Indenture or the TIA, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


23






               (ii)
in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; provided,
however, that in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine the certificates and opinions to determine
whether or not, on their face, they conform to the requirements of this
Indenture (but need not investigate or confirm the accuracy of mathematical
calculations or other facts stated therein).


          (c)
The Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct except that:


               (i)
this paragraph does not limit the effect of paragraph (b) of this
Section 7.01;


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


               (iii)
the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof.


          (d)
Whether or not therein expressly so provided, every provision of this Indenture
that in any way relates to the Trustee is subject to this Section 7.01 and
to the provisions of the TIA.


          (e)
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or incur any financial liability in the performance of any of its
duties under this Indenture or in the exercise of any of its right or power.
The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability,
cost or expense (including, without limitation, reasonable fees of counsel).


          (f)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.


          (g)
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.


          SECTION
7.02 Rights of Trustee.


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


          (a)
The Trustee may conclusively rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.


24






          (b)
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers’ Certificate or Opinion of Counsel.


          (c)
The Trustee may act through attorneys and agents and shall not be responsible
for the misconduct or negligence of any attorney or agent appointed with due
care.


          (d)
The Trustee shall not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture, unless the Trustee’s conduct constitutes
willful misconduct, negligence or bad faith.


          (e)
The Trustee may consult with counsel of its selection and the advice of such
counsel as to matters of law shall be full and complete authorization and
protection in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


          (f)
Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an
Officer of the Company.


          (g)
The Trustee may request that the Company deliver an Officers’ 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 Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.


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


          (i)
In no event shall the Trustee be responsible or liable for special or indirect
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.


          (j)
The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture.


          SECTION
7.03 Individual Rights of Trustee.


          The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest (as such term is
defined in Section 3.10(b) of the TIA), it must eliminate such conflict
within ninety (90) days, apply to the SEC for permission to continue as
trustee (to the extent permitted under Section 310(b) of the TIA) or resign.
Any agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11 hereof.


25






          SECTION
7.04 Money Held in Trust.


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


          SECTION
7.05 Trustee’s Disclaimer.


          The
Trustee (i) is not responsible for and makes no representation as to the
validity or adequacy of this Indenture, any supplemental indenture or the
Securities, (ii) will not be accountable for the Company’s use of the
proceeds from the Securities, (iii) will not be responsible for any statement
in the Securities, this Indenture or any supplemental indenture, other than its
certificate of authentication, and (iv) will not be responsible for any
statement in any prospectus used in the sales of the Securities, other than
statements, if any, provided in writing by the Trustee for use in such a
prospectus.


          SECTION
7.06 Notice of Defaults.


          If
a Default or Event of Default with respect to the Securities occurs and is
continuing, and if it is actually known to the Trustee, the Trustee shall mail
to Holders a notice of the Default or Event of Default within ninety
(90) days after the occurrence thereof. Except in the case of a Default or
Event of Default in payment of any such Security, the Trustee may withhold the
notice if and so long as it in good faith determines that withholding the
notice is in the interests of the Holders.


          SECTION
7.07 Reports by Trustee to Holders.


          
The Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required by Section 313 of the
TIA at the times and in the manner provided by the TIA, which initially shall
be not less than every twelve (12) months, which report may be dated as of a
date up to 75 days prior to such transmission.


          
A copy of each report at the time of its mailing to Holders shall be filed with
the SEC, if required, and each stock exchange, if any, on which the Securities
are listed. The Company shall promptly notify the Trustee when the Securities
become listed on any stock exchange.


          SECTION
7.08 Compensation and Indemnity.


          The
Company shall pay to the Trustee from time to time such compensation as shall
be agreed in writing between the Company and the Trustee for its services
hereunder. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it, including in particular, but without limitation, those incurred
in connection with the enforcement of any remedies hereunder. Such expenses may
include the reasonable fees and out-of-pocket expenses of the Trustee’s agents
and counsel.


          Except
as set forth in the next paragraph, the Company shall indemnify and hold
harmless the Trustee and any predecessor trustee against any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based
upon, measured by or determined by the income of the Trustee) incurred by it
arising out of or in connection with the acceptance or administration of the
trust under this Indenture. The Trustee shall notify the Company promptly of
any claim of which it has received written notice for which it may seek
indemnity. The Company shall defend such claim and the Trustee shall cooperate
in such defense. The Trustee may have separate counsel and the Company shall
pay the reasonable fees and out-of-pocket expenses of such counsel.


26






          The
Company need not pay for any settlement made without its consent. The Company
need not reimburse any expense or indemnify against any loss, liability, cost
or expense incurred by the Trustee through its own negligence, willful
misconduct or bad faith.


          To
secure the Company’s payment obligations in this Section 7.08, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay the principal of and
interest on particular Securities. The Trustee’s right to receive payment of
any amounts due under this Section 7.08 will not be subordinate to any
other liability or indebtedness of the Company.


          The
Company’s payment obligations pursuant to this Section 7.08 shall survive
the satisfaction and discharge of this Indenture. When the Trustee incurs
expenses or renders services after an Event of Default specified in clause
(iv) or (v) of Section 6.01 hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


          For
the purpose of this Section 7.08, “Trustee” will include any predecessor
Trustee, but the negligence, willful misconduct or bad faith of any Trustee
will not affect the rights of any other Trustee under this Section 7.08, except
for a successor Trustee pursuant to Section 7.10 .


          SECTION
7.09 Replacement of Trustee.


          A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.09.


          The
Trustee may resign and be discharged from the trust hereby created with respect
to the Securities by so notifying the Company in writing. The Holders of a
majority in aggregate principal amount of the then outstanding Securities may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company must remove the Trustee if:


          (a)
the Trustee fails to comply with Section 7.10 hereof or Section 310
of the TIA;


          (b)
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;


          (c)
a Custodian, receiver or other public officer takes charge of the Trustee or
its property; or


          (d)
the Trustee becomes incapable of acting.


          If
the Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Company shall promptly appoint a successor Trustee
for the Securities. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one (1) year
after the successor Trustee takes office, the Holders of at least a majority in
aggregate principal amount of then outstanding Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


          Any
Holder of Securities may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee if the
Trustee fails to comply with Section 7.10 hereof.


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          If
an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within thirty (30) days after the giving of such
notice of resignation or removal, the resigning or removed Trustee, as the case
may be, may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities.


          A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
Company shall mail a notice of the successor Trustee’s succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.08 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.09, the Company’s obligations under Section 7.08
hereof shall continue for the benefit of the retiring Trustee with respect to expenses,
losses and liabilities incurred by it prior to such replacement.


          SECTION
7.10 Successor Trustee by Merger, Etc.


          Subject
to Section 7.09 hereof, if the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation or national banking association, the successor
entity without any further act shall be the successor Trustee.


          If
at the time a successor by merger, conversion or consolidation to the Trustee
succeeds to the trusts created by this Indenture any of the Securities have
been authenticated but not delivered, the successor to the Trustee may adopt
the certificate of authentication of the predecessor Trustee, and deliver the
Securities which were authenticated by the predecessor Trustee; and if at that
time any of the Securities have not been authenticated, the successor to the
Trustee may authenticate those Securities either in the name of the predecessor
or in its own name as the successor to the Trustee; and in either case the
certificates of authentication will have the full force provided in this
Indenture for certificates of authentication.


          SECTION
7.11 Eligibility; Disqualification.


          The
Trustee shall at all times satisfy the requirements of Section 310(a)(1),
(2) and (5) of the TIA. The Trustee shall at all times have a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition, which will be deemed for this
paragraph to be its combined capital and surplus. The Trustee is subject to
Section 310(b) of the TIA, including the optional provision permitted by the
second sentence of Section 310(b)(9) of the TIA.


          SECTION
7.12 Preferential Collection of Claims
Against the Company.


          The
Trustee is subject to Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.


ARTICLE VIII


DISCHARGE OF INDENTURE


          SECTION
8.01 Satisfaction and Discharge of
Indenture.


          This
Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when:


28






          (a)
either:


               (i)
all Securities previously authenticated and delivered (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid)
have been delivered to the Trustee for cancellation; or


               (ii)
all such Securities not previously delivered to the Trustee for cancellation
have become due and payable (whether at stated maturity, early redemption or
otherwise);


and, in the
case of clause (b) above, the Company has deposited, or caused to be
deposited, irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of Securities, cash in U.S.
dollars and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, 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 principal of and interest on all the
Securities on the dates such payments of principal or interest are due to
maturity or redemption;


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


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


          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.08 hereof shall survive, and, if
money will have been deposited with the Trustee pursuant to subclause
(b) of clause (i) of this Section, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.


          SECTION
8.02 Application of Trust Funds;
Indemnification.


          (a)
Subject to the provisions of Section 8.05 hereof, all money and U.S.
Government Obligations deposited with the Trustee pursuant to
Section 8.01, 8.03 or 8.04 hereof and all money received by the Trustee in
respect of U.S. Government Obligations deposited with the Trustee pursuant to
Sections 8.01, 8.03 or 8.04 hereof, shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with or received by the Trustee.


          (b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Sections 8.01, 8.03 or 8.04 hereof or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.


          (c)
The Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any U.S. Government Obligations or money held by it as
provided in Sections 8.01, 8.03 or 8.04 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such U.S. Government Obligations or money
were deposited or received. This provision shall not authorize the sale by the
Trustee of any U.S. Government Obligations held under this Indenture.


29






          SECTION
8.03 Legal Defeasance.


          The
Company shall be deemed to have been discharged from its obligations with
respect to all of the outstanding Securities of any series on the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, and
the provisions of this Indenture, as it relates to such series of outstanding
Securities, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, upon the request of the Company, execute proper instruments
acknowledging the same), except as to:


          (a)
the rights of Holders of Securities of such series to receive, solely from the
trust funds described in subparagraph (a) hereof, payments of the
principal of or interest on the outstanding Securities of such series on the
date such payments are due;


          (b)
the Company’s obligations with respect to the Securities of such series under
Sections 2.04, 2.05, 2.07, 2.08 and 2.09 hereof; and


          (c)
the rights, powers, trust and immunities of the Trustee hereunder and the
duties of the Trustee under Section 8.02 hereof and the duty of the
Trustee to authenticate Securities of such series issued on registration of transfer
of exchange;


provided that the
following conditions shall have been satisfied:


               (i)
the Company shall have deposited, or caused to be deposited, irrevocably with
the Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of such series of Securities, cash in U.S. dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money,
an amount in cash, 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 principal of and interest on all the
Securities of such series on the dates such payments of principal or interest
are due to maturity or redemption;


               (ii)
such deposit will not result in a breach or violation of, or constitute a
Default under, this Indenture;


               (iii)
no Default or Event of Default with respect to such series of Securities shall
have occurred and be continuing on the date of such deposit and 91 days
shall have passed after the deposit has been made, and, during such 91 day
period, no Default specified in Section 6.01(iv) or (v) hereof with
respect to the Company occurs which is continuing at the end of such period;


               (iv)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or
(B) since the date of execution of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of
such series of Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;


30






               (v)
the Company shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of such series of Securities over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company;


               (vi)
such deposit shall not result in the trust arising from such deposit
constituting an “investment company” (as defined in the Investment Company Act
of 1940, as amended), or such trust shall be qualified under such Act or exempt
from regulation thereunder; and


               (vii)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
defeasance contemplated by this Section 8.03 have been complied with.


          SECTION
8.04 Covenant Defeasance.


          On
and after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.03(a), 4.04 and 4.05
hereof as well as any additional covenants contained in a supplemental
indenture hereto (and the failure to comply with any such provisions shall not
constitute a Default or Event of Default under Section 6.01 hereof) and
the occurrence of any event described in clause (iii) of Section 6.01
hereof shall not constitute a Default or Event of Default hereunder, with
respect to any series of Securities, provided
that the following conditions shall have been satisfied:


          (a)
with reference to this Section 8.04, the Company has deposited, or caused
to be deposited, irrevocably (except as provided in Section 8.05 hereof)
with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such series of Securities,
cash in U.S. dollars and/or U.S. Government Obligations which through the
payment of principal and interest in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability
will be imposed on such Trustee), not later than one day before the due date of
any payment of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest on all the Securities of such series on the dates such
payments of principal and interest are due to maturity or redemption;


          (b)
such deposit will not result in a breach or violation of, or constitute a Default
under, this Indenture;


          (c)
no Default or Event of Default with respect to such series of Securities shall
have occurred and be continuing on the date of such deposit and 91 days
shall have passed after the deposit has been made, and, during such 91 day
period, no Default specified in Section 6.01(iv) or (v) hereof with
respect to the Company occurs which is continuing at the end of such period;


          (d)
the Company shall have delivered to the Trustee an Opinion of Counsel
confirming that Holders of such series of Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred;


          (e)
the Company shall have delivered to the Trustee an Officers’ Certificate
stating the deposit was not made by the Company with the intent of preferring
the Holders of such series of Securities over any other creditors of the
Company or with the intent of defeating, hindering, delaying or defrauding any
other creditors of the Company;


31






          (f)
such deposit shall not result in the trust arising from such deposit
constituting an “investment company” (as defined in the Investment Company Act
of 1940, as amended), or such trust shall be qualified under such Act or exempt
from regulation thereunder; and


          (g)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section 8.04 have been
complied with.


          SECTION
8.05 Repayment to Company.


          The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed
for two (2) years after the date upon which such payment shall have become due.
After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned
property law designates another Person.


          SECTION
8.06 Reinstatement.


          If
the Trustee or the Paying Agent is unable to apply any money deposited with
respect to Securities of any series in accordance with Section 8.01 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company under this Indenture with
respect to the Securities of such series and under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee or the Paying
Agent is permitted to apply all such money in accordance with
Section 8.01; provided , however , that if the Company has made any
payment of principal of, premium, if any, or interest with respect to any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.


ARTICLE IX


AMENDMENTS, SUPPLEMENTS AND WAIVERS


          SECTION
9.01 Without Consent of Holders.


          Without
the consent of any Holder, the Company and the Trustee may, at any time, amend
this Indenture and the Securities to:


          (a)
cure any ambiguity, defect or inconsistency, provided that such change does not
adversely affect the rights hereunder of any Holder in any material respect;


          (b)
provide for uncertificated Securities in addition to or in place of
certificated Securities or to alter the provisions of Article II hereof
(including the related definitions) in a manner that does not materially
adversely affect any Holder;


          (c)
provide for the assumption of the Company’s obligations to the Holders of
Securities in the case of a merger, consolidation or sale or other disposition
of assets pursuant to Article V hereof;


          (d)
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA, provided that such change does
not adversely affect the rights hereunder of any Holder in any material
respect;


32






          (e)
add to the covenants of the Company and any other restrictions, conditions or
provisions for the benefit of the Holders, to make the occurrence, or the
occurrence and the continuance, of a Default under any such additional
covenants, restrictions, conditions or provisions an Event of Default under
this Indenture, or to surrender any right or power herein conferred upon the
Company;


          (f)
add to, delete from or revise the conditions, limitations, and restrictions on
the authorized amount, terms, or purposes of issue, or authentication and
delivery of Securities, provided that such change does not adversely affect the
rights hereunder of any Holder in any material respect;


          (g)
secure the Securities of any series;


          (h)
make appropriate provision in connection with the appointment of any successor
Trustee; or


          (i)
make any other change that does not adversely affect in any material respect
the rights hereunder of any Holder.


          Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


          SECTION
9.02 With Consent of Holders.


          Except
as provided below in this Section 9.02, this Indenture, the Securities may
be amended or supplemented, and noncompliance in any particular instance with
any provision of this Indenture or the Securities may be waived, in each case
with the written consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to
or supplement of this Indenture or the Securities that by its terms affects the
rights of Holders of any series of then outstanding Securities but not the
others series may be effected, and any default or compliance with any provision
of this Indenture affecting the Holders of any series of then outstanding
Securities but not the other series may be waived, with the consent of at least
a majority in aggregate principal amount of the Securities of the affected
series.


          Without
the consent of each Holder of Securities that is affected thereby, an amendment
or waiver under this Section 9.02 may not:


          (a)
reduce the aggregate principal amount of Securities of any series the Holders
of which must consent to an amendment, supplement modification or waiver of any
provision of this Indenture;


          (b)
reduce the rate of or extend the time for payment of interest on any series of
Securities;


          (c)
reduce the principal of or change the stated maturity of any series of
Securities;


          (d)
change the date on which any Security of any of series may be subject to
redemption, or reduce the premium payable upon the redemption or repurchase
thereof;


          (e)
make any Security of any series payable in currency other than that stated in
the Security;


33






          (f)
modify or change any provision of this Indenture affecting the ranking of the
Securities of any series in a manner which adversely affects the Holders
thereof;


          (g)
modify or make any change in Article XII which adversely affects the rights of
any Holder;


          (h)
impair the right of any Holder of Securities to institute suit for the
enforcement of any payment in or with respect to any such series of Securities;
or


          (i)
make any change in the foregoing amendment and waiver provisions which require
each Holder’s consent.


          It
shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.


          After
an amendment or waiver under this Section 9.02 becomes effective, the
Company shall mail to Holders affected thereby a notice briefly describing the
amendment or waiver. 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 amended or supplemental indenture or waiver.


          SECTION
9.03 Compliance with Trust Indenture Act.


          Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.


          SECTION
9.04 Revocation and Effect of Consents.


          Until
an amendment, supplement modification or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on
any Security; provided, however,
that unless a record date shall have been established pursuant to Section 2.16
hereof, any such Holder or subsequent Holder may revoke the consent as to its
Security or portion of a Security if the Trustee receives written notice of
revocation before the date the amendment, supplement, modification or waiver
becomes effective. An amendment, supplement modification or waiver becomes
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities, and
thereafter shall bind every Holder of Securities; provided, however, if the amendment, supplement modification
or waiver makes a change described in any of the clauses (i) through
(viii) of Section 9.02 hereof, the amendment, supplement,
modification or waiver shall bind only each Holder of a Security which has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same indebtedness as the consenting Holder’s
Security.


          SECTION
9.05 Notation on or Exchange of Securities.


          If
an amendment, supplement, modification or waiver changes the terms of a
Security:


          (a)
the Trustee may require the Holder of a Security to deliver such Security to
the Trustee, the Trustee may place an appropriate notation on the Security
about the changed terms and return it to the Holder and the Trustee may place
an appropriate notation on any Security thereafter authenticated; or


34






          (b)
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.


          Failure
to make the appropriate notation or issue a new Security shall not affect the
validity and effect of such amendment, supplement or waiver.


          SECTION
9.06 Trustee to Sign Amendment, etc.


          The
Trustee shall sign any amendment authorized pursuant to this Article IX if
the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing or refusing to sign such amendment, the Trustee shall be provided with
and shall be fully protected in relying upon an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that such amendment is authorized or
permitted by this Indenture.


ARTICLE X


CONVERSION OR EXCHANGE OF SECURITIES


          SECTION
10.01 Provisions Relating to Conversion or
Exchange of Securities.


          Any
rights which Holders of Securities of a series will have to convert those
Securities into other securities of the Company or to exchange those Securities
for securities of other Persons or other assets, including but not limited to
the terms of the conversion or exchange and the circumstances, if any, under
which those terms will be adjusted to prevent dilution or otherwise, will be
set forth in an Indenture supplemental hereto relating to the series of
Securities. In the absence of provisions in a supplemental Indenture relating
to a series of Securities setting forth rights to convert or exchange the
Securities of that series into or for other securities or assets, Holders of
the Securities of that series will not have any such rights.


ARTICLE XI


SINKING OR PURCHASE FUNDS


          SECTION
11.01 Provisions Relating to Sinking or
Purchase Funds.


          Any
requirements that the Company make, or rights of the Company to make at its
option, payments prior to maturity of the Securities of a series which will be
used as a fund with which to redeem or to purchase Securities of that series,
including but not limited to provisions regarding the amount of the payments,
when the Company will be required, or will have the option, to make the
payments and when the payments will be applied, will be set forth in an
Indenture supplemental hereto relating to the series of Securities. In the
absence of provisions in a supplemental Indenture relating to a series of
Securities setting forth requirements that the Company make, or rights of the
Company to make at its option, payments to be used as a fund with which to
redeem or purchase Securities of the series, the Company will not be subject to
any such requirements and will not have any such rights. However, unless
otherwise specifically provided in a supplemental Indenture relating to a
series of Securities, the Company will at all times have the right to purchase
Securities from Holders in market transactions or otherwise.


ARTICLE XII


SUBORDINATION


          SECTION
12.01 Securities Subordinated to Senior
Indebtedness.


          Notwithstanding
the provisions of Sections 6.02 and 6.03 hereof, the Company covenants and
agrees, and the Trustee and each Holder of the Securities by his acceptance
thereof likewise covenants and agrees, that all payments of the principal of,
premium, if any, and interest on Securities issued hereunder shall be
subordinated, to the extent set forth in an indenture supplemental hereto
relating to the Securities of that series and in accordance with the provisions
of this Article XII, to the prior payment in full of all Obligations with
respect to Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.


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          SECTION
12.02 Priority and Payment Over of Proceeds
in Certain Events.


          (a)
Upon any payment or distribution of assets or securities of the Company, as the
case may be, of any kind or character, whether in cash, property or securities,
upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all Obligations with respect to
Senior Indebtedness shall first be indefeasibly paid in full in cash, or
payment provided for in cash or cash equivalents, before the Holders or the
Trustee on behalf of the Holders shall be entitled to receive any payment of
principal of or interest on the Securities or distribution of any assets or
securities. Before any payment may be made by the Company of the principal of
or interest on the Securities pursuant to the provisions of the previous
sentence, and upon any such dissolution or winding up or liquidation or
reorganization, any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders or the Trustee on their behalf would be entitled, except for
the provisions of this Article XII, shall be made by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, directly to the holders of the Senior
Indebtedness or their representatives to the extent necessary to pay all such
Senior Indebtedness in full after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


          Nothing
contained in this Article XII shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the
Securities pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Obligations with respect to Senior Indebtedness
then or thereafter due or declared to be due shall first be paid in full before
the Holders or the Trustee are entitled to receive any payment from the Company
of principal of or interest on the Securities.


          Upon
any payment or distribution of assets or securities referred to in this
Article XII, the Trustee and the Holders shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending
and upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making any such payment or distribution,
delivered 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 thereon and all other facts pertinent
thereto or to this Article XII.


          SECTION
12.03 Payments May Be Paid Prior to
Dissolution.


          Nothing
contained in this Article XII or elsewhere in this Indenture shall prevent
the Company, except under the conditions described in Section 12.02, from
making payments at any time for the purpose of making such payments of
principal of and interest on the Securities, or from depositing with the
Trustee any moneys for such payments. The Company shall give prompt written
notice to the Trustee of any dissolution, winding up, liquidation or
reorganization of the Company.


          SECTION
12.04 Rights of Holders of Senior
Indebtedness Not to Be Impaired.


          No
right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act in good faith by any such holder, or by
any noncompliance by the Company, with the terms and provisions and covenants
herein regardless of any knowledge thereof any such holder may have or
otherwise be charged with.


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          The
provisions of this Article XII are intended to be for the benefit of, and
shall be enforceable directly by, the holders of the Senior Indebtedness.


          SECTION
12.05 Authorization to Trustee to Take
Action to Effectuate Subordination.


          Each
Holder of Securities by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate, as between the holders of Senior Indebtedness and the Holders, the
subordination as provided in this Article XII and appoints the Trustee his
attorney-in-fact for any and all such purposes.


          Distribution
or Notice to Representative.


          Whenever
a distribution is to be made or a notice given to holders or owners of Senior
Indebtedness, the distribution may be made and the notice given to their
representative.


          SECTION
12.06 Subrogation.


          Upon
the payment in full of all Obligations in respect of Senior Indebtedness, the
Holders shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of assets of the Company to
the holders of Senior Indebtedness until the principal of, premium, if any, and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders would be
entitled except for the provisions of this Article XII, and no payment
over pursuant to the provisions of this Article XII to the holders of
Senior Indebtedness by the Holders, shall, as among the Company, its creditors
other than the holders of Senior Indebtedness and the Holders, be deemed to be
a payment or distribution by the Company to or on account of Senior
Indebtedness.


          The
provisions of this Article XII are and are intended solely for the purpose
of defining the relative rights of the Holders, on the one hand, and the
holders of Senior Indebtedness, on the other hand.


          If
any payment or distribution to which the Holders would otherwise have been
entitled but for the provisions of this Article XII shall have been
applied, pursuant to the provisions of this Article XII, to the payment of
all amounts payable under Senior Indebtedness, then and in such case, the
Holders shall be entitled to receive from the holders of such Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of Senior Indebtedness in excess of the amount sufficient to pay
all Obligations in respect of Senior Indebtedness in full.


          SECTION
12.07 Obligations of Company Unconditional.


          Nothing
contained in this Article XII or elsewhere in this Indenture or in any
Security is intended to or shall impair, as between the Company and the
Holders, the obligations of the Company, which are absolute and unconditional,
to pay to the Holders the principal of, premium, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms or is intended to nor shall affect the relative rights of the
Holders and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
Default under this Indenture, subject to the rights, if any, under this
Article XII of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.


37






          The
failure to make a payment on account of principal of, premium, if any, or
interest on the Securities by reason of any provision of this Article XII
shall not be construed as preventing the occurrence of an Event of Default
under Section 6.01.


          SECTION
12.08 Trustee Entitled to Assume Payments
Not Prohibited in Absence of Notice.


          The
Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities. Neither the Trustee nor the Paying Agent shall at
any time be charged with the knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee or the Paying
Agent, unless and until the Trustee or Paying Agent shall have received written
notice thereof from the Company or one or more holders of Senior Indebtedness
or from any representative therefor; and, prior to the receipt of any such
written notice, the Trustee or Paying Agent shall be entitled to assume
conclusively that no such facts exist. Unless at least two (2) Business Days
prior to the date on which by the terms of this Indenture any moneys are to be
deposited by the Company with the Trustee or any Paying Agent (whether or not
in trust) for any purpose (including, without limitation, the payment of the
principal of or the interest on any Security), the Trustee or Paying Agent
shall have received with respect to such moneys the notice provided for in the
preceding sentence, the Trustee or Paying Agent shall have full power and
authority to receive such moneys 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 on or after such date. Nothing contained in this
Section 12.09 or Section 12.03 shall limit the right of the holders
of Senior Indebtedness to recover payments as contemplated by
Section 12.02. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a person representing himself or itself to be a holder
of such Senior Indebtedness (or a trustee on behalf of, or representative of,
such holder) to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee or representative on behalf of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XII, 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 XII, and if such evidence is
not furnished, the Trustee may defer any payment which it may be required to
make for the benefit of such person pursuant to the terms of this Indenture
pending judicial determination as to the rights of such person to receive such
payment.


          The
Trustee shall not be deemed to owe any duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XII
or otherwise. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article XII and no implied covenants
or obligations with respect to holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.


          SECTION
12.09 Right of Trustee to Hold Senior
Indebtedness.


          The
Trustee and any Agent shall be entitled to all of the rights set forth in this
Article XII in respect of any Senior Indebtedness at any time held by it
to the same extent as any other holder of such Senior Indebtedness, and nothing
in this Indenture shall be construed to deprive the Trustee or any Agent of any
of its rights as such holder. Nothing in this Article XII shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.07.


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ARTICLE XIII


MISCELLANEOUS


          SECTION
13.01 Trust Indenture Act Controls.


          This
Indenture is subject to the provisions of the TIA which are required to be part
of this Indenture, and shall, to the extent applicable, be governed by such
provisions.


          SECTION
13.02 Notices.


          Any
notice or communication to the Company or the Trustee is duly given if in
writing and delivered in person or mailed by first-class mail to the address
set forth below:


          If
to the Company:


______________________________


______________________________


______________________________ 


Attention:
_____________________


with a copy
to:


______________________________ 


______________________________ 


______________________________ 


Attention: _____________________


If to the
Trustee:


______________________________


______________________________


______________________________


Attention:
______________________


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


          Any
notice or communication to a Holder shall be mailed by first-class mail to his
address shown on the Register kept by the Registrar. Failure to mail a notice
or communication to a Holder or any defect in such notice or communication
shall not affect its sufficiency with respect to other Holders.


          If
a notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it, except that notice to the Trustee shall only be effective upon receipt
thereof by the Trustee.


          If
by reason of the suspension of regular mail service, or by reason of any other
cause, it is impossible to mail any notice as required by this Indenture or any
supplemental indenture, then any method of notification which is approved by
the Trustee will constitute a sufficient mailing of the notice.


39






          If
the Company mails a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time.


          SECTION
13.03 Communication by Holders with Other
Holders.


          Holders
may communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under the Securities or this Indenture. The Company,
the Trustee, the Registrar and anyone else shall have the protection of Section
312(c) of the TIA.


          SECTION
13.04 Certificate and Opinion as to
Conditions Precedent.


          Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


          (a)
an Officers’ Certificate (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with;


          (b)
an Opinion of Counsel (which shall include the statements set forth in Section
13.05 hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with; and


          (c)
such other opinions and certificates as may be required by applicable
provisions of this Indenture or an applicable supplemental indenture.


          SECTION
13.05 Statements Required in Certificate or
Opinion.


          Each
certificate (other than certificates provided pursuant to Section 4.04
hereof) 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;


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


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


          (d)
a statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with; provided,
however, that with respect to matters of fact, an Opinion of Counsel
may rely on an Officers’ Certificate or certificate of public officials.


          SECTION
13.06 Rules by Trustee and Agents.


          The
Trustee may make reasonable rules for action by or for a meeting of Holders.
The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


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          SECTION
13.07 Legal Holidays.


          A
“Legal Holiday “ is a Saturday, a
Sunday or a day on which banking institutions in The City of New York are not
required or authorized to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


          SECTION
13.08 Duplicate Originals.


          The
parties may sign any number of copies of this Indenture. One signed copy is
enough to prove this Indenture.


          SECTION
13.09 Governing Law.


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


          SECTION
13.10 No Adverse Interpretation of Other
Agreements.


          This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


          SECTION
13.11 Successors.


          All
agreements of the Company under the Securities and this Indenture shall bind
their respective successors. All agreements of the Trustee in this Indenture
shall bind its successor.


          SECTION
13.12 Severability.


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


          SECTION
13.13 Counterpart Originals.


          This
Indenture may be signed in one or more counterparts. Each signed copy shall be
an original, but all of them together represent the same agreement.


          SECTION
13.14 Submission to Jurisdiction.


          By
the execution and delivery of this Indenture, the Company submits to the nonexclusive
jurisdiction of any federal or state court in the State of New York with
respect to all matters related to this Indenture, any supplemental indenture
and the Securities.


          SECTION
13.15 Waiver of Jury Trial.


          EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.


41






          SECTION
13.16 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
13.17 Supplemental Indentures Contract..


          If
any provision of a supplemental indenture to this Indenture relating to a
series of Securities is inconsistent with any provision of this Indenture, the
provisions of the supplemental indenture will control with regard to the
Securities of the series to which it relates.


          SECTION
13.18 Table of Contents, Headings, etc.


          The
table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only. They are not to be considered a part of this Indenture, and will in no
way modify or restrict any of the terms or provisions of this Indenture.


          SECTION
13.19 When Treasury Securities Disregarded.


          In
determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the
Company, or anyone under direct or indirect control or under direct or indirect
common control with the Company will be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Trustee
will be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned will be so disregarded.
Securities so owned which have been pledged in good faith will not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right to act with respect to the Securities and that the pledgee is not
the Company or a person directly or indirectly controlling or controlled by, or
under common control with, the Company. Nothing in this Section 13.19 will be
construed as requiring that the Company furnish to the Trustee any evidence of
compliance with the conditions and covenants provided for in the Indenture
other than the evidence specified in this Section 13.19.


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


	
  

 	
  

 	
  

 
	
  

 	
  

 	
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