Form of Indenture

Exhibit
    4.8

     

    


     

    [Blount,
      Inc./Blount International, Inc.]

    Company

     

    AND

     

    [Blount
      International, Inc./Blount, Inc.]1

    Guarantor

     

    AND

     

    [●]

     

    Trustee

    _____________

     

    Indenture

    Dated
      as of
      [                          ]

     

    1 
If
      Blount, Inc. is the issuer of the
      Securities, Blount International, Inc. will be the Guarantor.  If Blount
      International, Inc. is the issuer of the Securities and the Securities are
      guaranteed, then Blount, Inc. will be the Guarantor.

    _____________

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Blount,
      Inc.

    and

    Blount
      International, Inc.

    and

    [●]

     

    Indenture,
      dated as of
      [                               ]

     

    Reference
      is made to the following provisions of the Trust Indenture Act of 1939, as
      amended, which establish certain duties and responsibilities of the Company
      and
      the Trustee which may not be set forth fully in this Indenture:

     

    
      
        	
                Section

                 

              	
                Subject

              
	
                310(b)

                 

              	
                Disqualifications
                  of Trustee for conflicting interest

              
	
                311

                 

              	
                Preferential
                  collection of claims of Trustee as creditor of Company

              
	
                312(a)

                 

              	
                Periodic
                  filing of information by Company with Trustee

              
	
                312(b)

                 

              	
                Access
                  of Securityholders to information

              
	
                313(a)

                 

              	
                Annual
                  report of Trustee to Securityholders

              
	
                313(b)

                 

              	
                Additional
                  reports of Trustee to Securityholders

              
	
                314(a)

                 

              	
                Reports
                  by Company, including annual compliance certificate

              
	
                314(c)

                 

              	
                Evidence
                  of compliance with conditions precedent

              
	
                315(a)

                 

              	
                Duties
                  of Trustee prior to default

              
	
                315(b)

                 

              	
                Notice
                  of default from Trustee to Securityholders

              
	
                315(c)

                 

              	
                Duties
                  of Trustee in case of default

              
	
                315(d)

                 

              	
                Provisions
                  relating to responsibility of Trustee

              
	
                315(e)

                 

              	
                Assessment
                  of costs against litigating Securityholders in certain
                  circumstances

              
	
                316(a)

                 

              	
                Directions
                  and waivers by Securityholders in certain circumstances

              
	
                316(b)

                 

              	
                Prohibition
                  of impairment of right of Securityholders to payment

              
	
                316(c)

                 

              	
                Right
                  of Company to set record date for certain purposes

              
	
                317(a)

                 

              	
                Special
                  powers of Trustee

              
	
                318(a)

              	
                Provisions
                  of Act to control in case of
                  conflict

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    BLOUNT,
      INC.

    AND

    BLOUNT
      INTERNATIONAL, INC.

    AND

    [●],
      AS TRUSTEE

                             

    Reconciliation
      and tie between Trust Indenture Act of 1939 and

    Indenture,
      dated as of
      [                          ]

     

    
      	
              Trust
                Indenture
   Act
                Section

            	
              Indenture
                Section

            
	
                
                §310(a)(1)  

            	
              609

            
	
              (a)(2) 

            	
              609

            
	
              (a)(3) 

            	
              Not
                Applicable

            
	
              (a)(4) 

            	
              Not
                Applicable

            
	
              (a)(5) 

            	
              609

            
	
              (b) 

            	
              608

            
	 	
              610

            
	
                
                §311(a)  

            	
              613(a)

            
	
              (b) 

            	
              613(b)

            
	
              (b)(2) 

            	
              703(a)(2)

            
	 	
              703(b)

            
	
                
                §312(a)  

            	
              701

            
	 	
              702(a)

            
	
              (b) 

            	
              702(b)

            
	
              (c) 

            	
              702(c)

            
	
                §313(a)  

            	
              703(a)

            
	
              (b) 

            	
              703(b)

            
	
              (c) 

            	
              703(a)

            
	 	
              703(b)

            
	
              (d) 

            	
              703(c)

            
	
               
                §314(a)(1)(2) and (3) 

            	
              704

            
	
              (a)(4) 

            	
              1008

            
	
              (b) 

            	
              Not
                Applicable

            
	
              (c)(1) 

            	
              102

            
	
              (c)(2) 

            	
              102

            
	
              (c)(3) 

            	
              Not
                Applicable

            
	
              (d) 

            	
              Not
                Applicable

            
	
              (e) 

            	
              102

            
	
                
                §315(a)  

            	
              601(a)

            
	
              (b) 

            	
              602

            
	 	
              703(a)(6)

            
	
              (c) 

            	
              601

            
	
              (d) 

            	
              601

            
	
              (d)(1) 

            	
              601

            
	
              (d)(2) 

            	
              601

            


    

     

     

    
       

      
        
          _____________

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

          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

     

    
      	
              Trust
                Indenture
   Act
                Section

            	
              Indenture
                Section 

            
	
              (d)(3) 

            	
              601

            
	
              (e) 

            	
              514

            
	
                
                §316(a) 

            	
              101

            
	
              (a)(1)(A) 

            	
              502

            
	 	
              512

            
	
              (a)(1)(B) 

            	
              513

            
	
              (a)(2) 

            	
              Not
                Applicable

            
	
              (b) 

            	
              508

            
	
              (c) 

            	
              513

            
	
                
                §317(a)(1)  

            	
              503

            
	
              (a)(2) 

            	
              504

            
	
              (b) 

            	
              1006

            
	
                
                §318(a)  

            	
              107

            


    

    


     

     

     

     

    
 

     

    
      
        _____________

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

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

    ________________

                                  
PAGE

     

    
      	
              PARTIES

            	 	
              1

            
	
              RECITALS
                OF THE COMPANY

            	 	
              1

            
	
              RECITALS
                OF THE GUARANTOR

            	 	
              1

            


    

     

    
      	
              ARTICLE
                ONE

               

              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

               

            	 
	
              SECTION
                101.

            	
              DEFINITIONS.

            	
              1

            
	
              SECTION
                102.

            	
              COMPLIANCE
                CERTIFICATES AND OPINIONS.

            	
              7

            
	
              SECTION
                103.

            	
              FORM
                OF DOCUMENTS DELIVERED TO TRUSTEE.

            	
              8

            
	
              SECTION
                104.

            	
              ACTS
                OF HOLDERS.

            	
              8

            
	
              SECTION
                105.

            	
              NOTICES,
                ETC., TO TRUSTEE, COMPANY AND GUARANTOR.

            	
              9

            
	
              SECTION
                106.

            	
              NOTICE
                TO HOLDERS; WAIVER.

            	
              10

            
	
              SECTION
                107.

            	
              CONFLICT
                WITH TRUST INDENTURE ACT.

            	
              10

            
	
              SECTION
                108.

            	
              EFFECT
                OF HEADINGS AND TABLE OF CONTENTS.

            	
              10

            
	
              SECTION
                109.

            	
              SUCCESSORS
                AND ASSIGNS.

            	
              11

            
	
              SECTION
                110.

            	
              SEPARABILITY
                CLAUSE.

            	
              11

            
	
              SECTION
                111.

            	
              BENEFITS
                OF INDENTURE.

            	
              11

            
	
              SECTION
                112.

            	
              GOVERNING
                LAW.

            	
              11

            
	
              SECTION
                113.

            	
              LEGAL
                HOLIDAYS.

            	
              11

            
	 	 
	
              ARTICLE
                TWO

               

              SECURITY
                FORMS

               

            	 
	
              SECTION
                201.

            	
              FORMS
                GENERALLY.

            	
              13

            
	
              SECTION
                202.

            	
              FORM
                OF FACE OF SECURITY.

            	
              14

            
	
              SECTION
                203.

            	
              FORM
                OF REVERSE OF SECURITY.

            	
              17

            
	
              SECTION
                204.

            	
              FORM
                OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

            	
              21

            
	
              SECTION
                205.

            	
              FORM
                OF LEGEND FOR GLOBAL SECURITIES.

            	
              24

            
	 	 	 
	
              ARTICLE
                THREE

               

              THE
                SECURITIES

               

            	 
	
              SECTION
                301.

            	
              AMOUNT
                UNLIMITED; ISSUABLE IN SERIES.

            	
              25

            
	
              SECTION
                302.

            	
              DENOMINATIONS.

            	
              27

            
	
              SECTION
                303.

            	
              EXECUTION,
                AUTHENTICATION, DELIVERY AND DATING.

            	
              27

            
	
              SECTION
                304.

            	
              TEMPORARY
                SECURITIES.

            	
              29

            
	
              SECTION
                305.

            	
              REGISTRATION,
                REGISTRATION OF TRANSFER AND EXCHANGE.

            	
              30

            


    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              SECTION
                306.

            	
              MUTILATED,
                DESTROYED, LOST AND STOLEN SECURITIES.

            	
              32

            
	
              SECTION
                307.

            	
              PAYMENT
                OF INTEREST; INTEREST RIGHTS PRESERVED.

            	
              32

            
	
              SECTION
                308.

            	
              PERSONS
                DEEMED OWNERS.

            	
              33

            
	
              SECTION
                309.

            	
              CANCELLATION.

            	
              34

            
	
              SECTION
                310.

            	
              COMPUTATION
                OF INTEREST.

            	
              34

            
	 	 	 
	
              ARTICLE
                FOUR

               

              SATISFACTION
                AND DISCHARGE

               

            	 
	
              SECTION
                401.

            	
              SATISFACTION
                AND DISCHARGE OF INDENTURE.

            	
              35

            
	
              SECTION
                402.

            	
              APPLICATION
                OF TRUST MONEY.

            	
              36

            
	
              SECTION
                403.

            	
              DEFEASANCE
                UPON DEPOSIT OF MONEYS OR GOVERNMENT OBLIGATIONS.

            	
              36

            
	 	 	 
	
              ARTICLE
                FIVE

               

              REMEDIES

               

            	 
	
              SECTION
                501.

            	
              EVENTS
                OF DEFAULT.

            	
              38

            
	
              SECTION
                502.

            	
              ACCELERATION
                OF MATURITY; RESCISSION AND ANNULMENT.

            	
              40

            
	
              SECTION
                503.

            	
              COLLECTION
                OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

            	
              42

            
	
              SECTION
                504.

            	
              TRUSTEE
                MAY FILE PROOFS OF CLAIM.

            	
              43

            
	
              SECTION
                505.

            	
              TRUSTEE
                MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

            	
              43

            
	
              SECTION
                506.

            	
              APPLICATION
                OF MONEY COLLECTED.

            	
              44

            
	
              SECTION
                507.

            	
              LIMITATION
                ON SUITS.

            	
              44

            
	
              SECTION
                508.

            	
              UNCONDITIONAL
                RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
                INTEREST.

            	
              45

            
	
              SECTION
                509.

            	
              RESTORATION
                OF RIGHTS AND REMEDIES.

            	
              45

            
	
              SECTION
                510.

            	
              RIGHTS
                AND REMEDIES CUMULATIVE.

            	
              45

            
	
              SECTION
                511.

            	
              DELAY
                OR OMISSION NOT WAIVER.

            	
              45

            
	
              SECTION
                512.

            	
              CONTROL
                BY HOLDERS.

            	
              45

            
	
              SECTION
                513.

            	
              WAIVER
                OF PAST DEFAULTS.

            	
              46

            
	
              SECTION
                514.

            	
              UNDERTAKING
                FOR COSTS.

            	
              47

            
	
              SECTION
                515.

            	
              WAIVER
                OF STAY OR EXTENSION LAWS.

            	
              47

            
	 	 	 
	
              ARTICLE
                SIX

               

              THE
                TRUSTEE

               

            	 
	
              SECTION
                601.

            	
              CERTAIN
                DUTIES AND RESPONSIBILITIES.

            	
              48

            
	
              SECTION
                602.

            	
              NOTICE
                OF DEFAULTS.

            	
              48

            
	
              SECTION
                603.

            	
              CERTAIN
                RIGHTS OF TRUSTEE.

            	
              48

            


    

    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              SECTION
                604.

            	
              NOT
                RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

            	
              49

            
	
              SECTION
                605.

            	
              MAY
                HOLD SECURITIES.

            	
              49

            
	
              SECTION
                606.

            	
              MONEY
                HELD IN TRUST.

            	
              50

            
	
              SECTION
                607.

            	
              COMPENSATION
                AND REIMBURSEMENT.

            	
              50

            
	
              SECTION
                608.

            	
              DISQUALIFICATION;
                CONFLICTING INTERESTS.

            	
              51

            
	
              SECTION
                609.

            	
              CORPORATE
                TRUSTEE REQUIRED; ELIGIBILITY.

            	
              51

            
	
              SECTION
                610.

            	
              RESIGNATION
                AND REMOVAL; APPOINTMENT OF SUCCESSOR.

            	
              51

            
	
              SECTION
                611.

            	
              ACCEPTANCE
                OF APPOINTMENT BY SUCCESSOR.

            	
              53

            
	
              SECTION
                612.

            	
              MERGER,
                CONSOLIDATION OR SUCCESSION TO BUSINESS.

            	
              54

            
	
              SECTION
                613.

            	
              PREFERENTIAL
                COLLECTION OF CLAIMS AGAINST COMPANY.

            	
              54

            
	
              SECTION
                614.

            	
              APPOINTMENT
                OF AUTHENTICATING AGENT.

            	
              54

            
	 	 	 
	
              ARTICLE
                SEVEN

               

              HOLDERS’
                LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

               

            	 
	
              SECTION
                701.

            	
              COMPANY
                AND GUARANTOR TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                HOLDERS.

            	
              56

            
	
              SECTION
                702.

            	
              PRESERVATION
                OF INFORMATION; COMMUNICATIONS TO HOLDERS.

            	
              56

            
	
              SECTION
                703.

            	
              REPORTS
                BY TRUSTEE.

            	
              57

            
	
              SECTION
                704.

            	
              REPORTS
                BY COMPANY AND GUARANTOR.

            	
              58

            
	 	 	 
	
              ARTICLE
                EIGHT

               

              CONSOLIDATION,
                AMALGAMATION, MERGER, CONVEYANCE, 

              TRANSFER
                OR LEASE

               

            	 
	
              SECTION
                801.

            	
              COMPANY
                OR GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

            	
              59

            
	
              SECTION
                802.

            	
              SUCCESSOR
                CORPORATION SUBSTITUTED.

            	
              60

            
	 	 	 
	
              ARTICLE
                NINE

               

              SUPPLEMENTAL
                INDENTURES

               

            	 
	
              SECTION
                901.

            	
              SUPPLEMENTAL
                INDENTURES WITHOUT CONSENT OF HOLDERS.

            	
              60

            
	
              SECTION
                902.

            	
              SUPPLEMENTAL
                INDENTURES WITH CONSENT OF HOLDERS.

            	
              61

            
	
              SECTION
                903.

            	
              EXECUTION
                OF SUPPLEMENTAL INDENTURES.

            	
              63

            
	
              SECTION
                904.

            	
              EFFECT
                OF SUPPLEMENTAL INDENTURES.

            	
              63

            
	
              SECTION
                905.

            	
              CONFORMITY
                WITH TRUST INDENTURE ACT.

            	
              63

            


    

     

    
 

    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              SECTION
                906.

            	
              REFERENCE
                IN SECURITIES TO SUPPLEMENTAL INDENTURES.

            	
              63

            
	 	 	 
	
              ARTICLE
                TEN

               

              PARTICULAR
                COVENANTS OF COMPANY AND GUARANTOR

               

            	 
	
              SECTION
                1001.

            	
              PAYMENT
                OF PRINCIPAL, PREMIUM AND INTEREST BY COMPANY.

            	
              63

            
	
              SECTION
                1002.

            	
              MAINTENANCE
                OF OFFICE OR AGENCY BY COMPANY.

            	
              64

            
	
              SECTION
                1003.

            	
              RESERVED.

            	
              64

            
	
              SECTION
                1004.

            	
              RESERVED.

            	
              64

            
	
              SECTION
                1005.

            	
              MAINTENANCE
                OF OFFICE OR AGENCY BY GUARANTOR.

            	
              64

            
	
              SECTION
                1006.

            	
              MONEY
                FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

            	
              65

            
	
              SECTION
                1007.

            	
              CORPORATE
                EXISTENCE.

            	
              66

            
	
              SECTION
                1008.

            	
              STATEMENT
                BY EXECUTIVE OFFICERS AS TO COMPLIANCE.

            	
              66

            
	
              SECTION
                1009.

            	
              WAIVER
                OF CERTAIN COVENANTS.

            	
              66

            
	
              SECTION
                1010.

            	
              ADDITIONAL
                AMOUNTS.

            	
              67

            
	 	 	 
	
              ARTICLE
                ELEVEN

               

              REDEMPTION
                OF SECURITIES

               

            	 
	
              SECTION
                1101.

            	
              APPLICABILITY
                OF ARTICLE.

            	
              69

            
	
              SECTION
                1102.

            	
              ELECTION
                TO REDEEM; NOTICE TO TRUSTEE.

            	
              69

            
	
              SECTION
                1103.

            	
              SELECTION
                BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            	
              70

            
	
              SECTION
                1104.

            	
              NOTICE
                OF REDEMPTION.

            	
              70

            
	
              SECTION
                1105.

            	
              DEPOSIT
                OF REDEMPTION PRICE.

            	
              71

            
	
              SECTION
                1106.

            	
              SECURITIES
                PAYABLE ON REDEMPTION DATE.

            	
              71

            
	
              SECTION
                1107.

            	
              SECURITIES
                REDEEMED IN PART.

            	
              71

            
	
              SECTION
                1108.

            	
              OPTIONAL
                REDEMPTION DUE TO CHANGES IN TAX TREATMENT.

            	
              72

            
	 	 	 
	
              ARTICLE
                TWELVE

               

              SINKING
                FUNDS

               

            	 
	
              SECTION
                1201.

            	
              APPLICABILITY
                OF ARTICLE.

            	
              72

            
	
              SECTION
                1202.

            	
              SATISFACTION
                OF SINKING FUND PAYMENTS WITH SECURITIES.

            	
              73

            
	
              SECTION
                1203.

            	
              REDEMPTION
                OF SECURITIES FOR SINKING FUND.

            	
              73

            


    

     

    
 

    
      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	 
	
              ARTICLE
                THIRTEEN

               

              GUARANTEES

               

            	 
	
              SECTION
                1301.

            	
              GUARANTEE.

            	
              74

            
	
              SECTION
                1302.

            	
              SUBROGATION.

            	
              74

            
	
              SECTION
                1303.

            	
              EXECUTION
                AND DELIVERY OF GUARANTEES.

            	
              75

            


    

    
 

    
      
        	
                TESTIMONIUM

              	
                77

              
	
                SIGNATURES

              	
                77

              
	
                ACKNOWLEDGMENTS

              	
                77

              


      

    

     

     

     


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

        
          


        

      

    



    THIS
      INDENTURE is dated as of
      [                        ],
      among [Blount International, Inc./Blount, Inc.], a corporation duly organized
      and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at 4909 SE International Way, Portland,
      Oregon 97222, and [Blount International, Inc./Blount, Inc.], a corporation
      duly
      organized and existing under the laws of the State of Delaware (herein called
      the “Guarantor”), having its principal office at 4909 SE International Way,
      Portland, Oregon 97222, and [●], a corporation duly organized and existing under
      the laws of the State of [●], as Trustee (herein called the “Trustee”), having
      its Corporate Trust Office at [●].

     

    Recitals
      of the Company

     

    The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its unsecured debentures, notes
      or
      other evidences of indebtedness (herein called the “Securities”), to be issued
      in one or more series as in this Indenture provided.

     

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

     

    Recitals
      of the Guarantor

     

    The
      Guarantor desires to make the Guarantees provided for herein.

     

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

     

    Now,
      Therefore, This Indenture Witnesseth:

     

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

     

    ARTICLE
      ONE 

     

    DEFINITIONS
      AND OTHER PROVISIONS

    OF
      GENERAL APPLICATION

     

    Section
      101.   Definitions.

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        

     

        (2) 
all
      other
      terms used herein which are defined in the Trust Indenture Act, either directly
      or by reference therein, have the meanings assigned to them
      therein;

     

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

     

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

     

    Certain
      terms, used principally in Article Six, are defined in that
      Article.

     

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

     

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

     

    “Authenticating
      Agent” means any Person authorized by the Trustee to act on behalf of the
      Trustee to authenticate Securities.

     

    “Board
      of
      Directors”, when used with reference to the Company or the Guarantor, means
      either the board of directors, or any committee of such board authorized to
      act
      for it hereunder, of the Company or of the Guarantor, as the case may
      be.

     

    “Board
      Resolution”, when used with reference to the Company or the Guarantor, means a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company or by the Secretary, a Deputy Secretary, an Assistant Secretary or
      a
      Deputy Assistant Secretary of the Guarantor, as the case may be, to have been
      duly adopted by its Board of Directors and to be in full force and effect on
      the
      date of such certification, and delivered to the Trustee.

     

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

     

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

     


    
      
        
        

      

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

     

    “Company
      Request” or “Company Order” means a written request or order signed in the name
      of the Company or of the Guarantor, in the case of the Company, by a Director
      or
      a senior officer, or, in the case of the Guarantor, by one of its Directors
      or
      any other Person duly authorized thereto by Board Resolution and by the
      Secretary, a Deputy Secretary, an Assistant Secretary or a Deputy Assistant
      Secretary, and delivered to the Trustee.

     

    “Corporate
      Trust Office” means the office of the Trustee at which at any particular time
      its corporate trust business shall be principally administered, which office
      at
      the date hereof is located at [●].

     

    “corporation”
      means a corporation, association, company, limited liability company or business
      trust.

     

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

     

    “Depositary”
      means, with respect to the Securities of any series issuable or issued in whole
      or in part in the form of one or more Global Securities, the clearing agency
      registered under the Exchange Act, as amended, specified for that purpose as
      contemplated by Section 301.

     

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

     

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

     

    “Executive
      Officer’s Certificate” means a certificate signed by the principal executive
      officer, principal financial officer or principal accounting officer of the
      Company or the Guarantor, as the case may be.

     

    “Global
      Security” means a Security bearing the legend required by Section 206 evidencing
      all or part of a series of Securities, issued to the Depositary for such series
      or its nominee and registered in the name of the Depositary or its
      nominee.

     

    “Government
      Obligations” means securities that are (i) direct obligations of the United
      States of America or any foreign government of a sovereign state for the payment
      of which its full faith and credit is pledged or (ii) obligations of an entity
      controlled or supervised by and acting as an agency or instrumentality of the
      United States of America or such foreign government the payment of which is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America or such foreign government, as the case may be, which, in
      either case under clauses (i) or (ii) are not callable or redeemable at the
      option of the issuer thereof, and shall also include a depository receipt issued
      by a bank or trust company as custodian with respect to any such Government
      

     


    
      
        
        

      

      
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    Obligation
      or a specific payment of interest on or principal of any such Government
      Obligation held by such custodian for the account of the holder of a depository
      receipt, provided that (except as required by law) such custodian is not
      authorized to make any deduction from the amount payable to the holder of such
      depository receipt from any amount received by the custodian in respect of
      the
      Government Obligation or the specific payment of interest on or principal of
      the
      Government Obligation evidenced by such depository receipt.

     

    “Guarantee”
      means any guarantee of the Guarantor endorsed on a Security authenticated and
      delivered pursuant to this Indenture and shall include the guarantee set forth
      in Section 1301.

     

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

     

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

     

    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof including, for all purposes
      of
      this instrument and any such supplemental indenture, the provisions of the
      Trust
      Indenture Act that are deemed to be a part of and govern this instrument and
      any
      such supplemental indenture, respectively, and shall include the terms of
      particular series of Securities established as contemplated by Section
      301.

     

    “interest”,
      when used with respect to an Original Issue Discount Security which by its
      terms
      bears interest only after Maturity, means interest payable after
      Maturity.

     

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

     

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

     

    “Officers’
      Certificate” means a certificate signed, in the case of the Company, by a
      Director or a senior officer, or, in the case of the Guarantor, by one of its
      Directors or any other Person duly authorized thereto by Board Resolution and
      by
      the Secretary, a Deputy Secretary, an Assistant Secretary or a Deputy Assistant
      Secretary, and delivered to the Trustee. Each such Officers’ Certificate shall
      contain the statements required by Section 314(e) of the Trust Indenture Act
      if
      applicable.

     

    “Opinion
      of Counsel” means a written opinion of counsel, who may be an employee of or
      counsel to the Company or the Guarantor. Each such opinion shall 

     


    
      
        
        

      

      
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    include
      the statements required by Section 314(e) of the Trust Indenture Act, if
      applicable.

     

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

     

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

     

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

     

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

     

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

     

    provided,
      however,
      that in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, (A) the principal amount of an Original
      Issue Discount Security that shall be deemed to be Outstanding shall be the
      amount of the principal thereof that would be due and payable as of the date
      of
      such determination upon acceleration of the Maturity thereof pursuant to Section
      502, (B) if, as of such date, the principal amount payable at the Stated
      Maturity of a Security is not determinable, the principal amount of such
      Security which shall be deemed to be Outstanding shall be the amount as
      specified or determined as contemplated by Section 301 (C) the principal amount
      of a Security denominated in one or more foreign currencies or currency units
      shall be the U.S. dollar equivalent, determined in the manner provided as
      contemplated by Section 301 on the date of original issuance of such
      Security of the principal amount (or, in the case of a Security described in
      clause (A) or (B) above, the amount determined pursuant to such Clause) of
      such
      Security and (D) Securities owned by the Company, the Guarantor or any other
      obligor upon the Securities or any Affiliate of the Company or the Guarantor
      or
      of such other obligor shall be disregarded and deemed not to be Outstanding,
      except that, in determining whether the Trustee shall be protected in relying
      

     


    
      
        
        

      

      
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    upon
      any
      such request, demand, authorization, direction, notice, consent or waiver,
      only
      Securities which the Trustee knows to be so owned shall be so disregarded.
      Securities so owned which have been pledged in good faith may be regarded as
      Outstanding if the pledgee establishes to the satisfaction of the Trustee the
      pledgee’s right so to act with respect to such Securities and that the pledgee
      is not the Company, the Guarantor or any other obligor upon the Securities
      or
      any Affiliate of the Company, the Guarantor or of such other
      obligor.

     

    “Paying
      Agent” means any Person (which may include the Company or the Guarantor)
      authorized by the Company to pay the principal of (and premium, if any) or
      interest on any Securities on behalf of the Company.

     

    “Periodic
      Offering” means an offering of Securities of a series from time to time the
      specific terms of which Securities, including, without limitation, the rate
      or
      rates of interest thereon, if any, the Stated Maturity or Maturities thereof
      and
      the redemption provisions, if any, with respect thereto, are to be determined
      by
      the Company upon the issuance of such Securities.

     

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

     

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

     

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

     

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

     

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

     

    “Responsible
      Officer”, when used with respect to the Trustee, means the Chairman or any
      Vice-Chairman of the board of directors, the Chairman or any Vice-Chairman
      of
      the executive committee of the board of directors, the Chairman of the trust
      committee, the President, any Vice President or any Corporate Trust Officer
      of
      the Trustee.

     

    “Securities”
      has the meaning stated in the first recital of this Indenture and more
      particularly means any Securities that have been issued, authenticated and
      delivered under this Indenture.

     

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

     


    
      
        
        

      

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

     

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

     

    “Subsidiary”
      means any corporation of which at least a majority of the outstanding stock
      or
      equity interest having by the terms thereof ordinary voting power to elect
      a
      majority of the board of directors of such corporation (irrespective of whether
      or not at the time stock of any other class or classes of such corporation
      shall
      have or might have voting power by reason of the happening of any contingency)
      is at the time directly or indirectly owned or controlled by the Guarantor
      or by
      one or more Subsidiaries, or by the Guarantor and one or more Subsidiaries.
      

     

    “Trustee”
      means the Person named as the “Trustee” in the first paragraph of this
      instrument until a successor Trustee shall have become such pursuant to the
      applicable previsions of this Indenture, and thereafter “Trustee” shall mean or
      include each Person who is than a Trustee hereunder, and if at any time there
      is
      more than one such Person, “Trustee” as used with respect to the Securities of
      any series shall mean the Trustee with respect to Securities of that series,
      provided that the Trustee shall not be the Company, the Guarantor or any other
      obligor upon the Securities or any Affiliate of the Company, the Guarantor
      or of
      such other obligor.

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust
      Indenture Reform Act of 1990, and as in force at the date as of which this
      instrument was executed, and as amended thereafter from tine to
      time.

     

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

     

    Section
      102.   Compliance
      Certificates and Opinions.

     

    Upon
      any
      application or request by the Company or the Guarantor to the Trustee to take
      any action under any provision of this Indenture, the Company or the Guarantor
      shall furnish to the Trustee such certificates and opinions as may be required
      under the Trust Indenture Act. Each such certificate or opinion shall be given
      in the form of an Officers’ Certificate or an Opinion of Counsel and shall
      comply with the requirements of the Trust Indenture Act and any other
      requirements set forth in this Indenture. Such an Officers’ Certificate shall
      state that all conditions precedent, if any, provided for in this Indenture
      relating to the proposed action have been complied with and such Opinion of
      Counsel shall state that in the opinion of such counsel all such conditions
      precedent, if any, have been complied with, except that in the case of any
      such
      application or request as to which the furnishing of such documents is
      specifically required by any other 

     


    
      
        
        

      

      
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    provision
      of this Indenture relating to such particular application or request, no
      additional certificate or opinion need be furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than the certificate provided under
      Section 1008) hereof shall include

     

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

     

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

     

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

     

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

     

    Section
      103.    Form
      of
      Documents Delivered to Trustee.

     

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

     

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

     

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

     

    Section
      104.   Acts
      of
      Holders.

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (e)
        Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.

     

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

     

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

     

    
      (1)  the
        Trustee by any Holder or by the Company or by the Guarantor shall be sufficient
        for every purpose hereunder if made, given, furnished or filed


    

     

    
      
        
        

      

      
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        in writing to or with the Trustee at its Corporate Trust Office, Attention:
        Institutional Trust Services, or

      
         

        (2)   the
          Company or the Guarantor by the Trustee or by any Holder shall be sufficient
          for
          every purpose hereunder (unless otherwise herein expressly provided) if
          made,
          given, furnished or filed in writing, in the case of the Company, to or
          with it
          at the address of its principal office specified in the first paragraph
          of this
          instrument, Attention: Secretary, or at any other address previously furnished
          in writing to the Trustee by the Company, with a copy to the Guarantor,
          and in
          the case of the Guarantor, to or with it at the address of its office specified
          in the first paragraph of this instrument, Attention: Manager, Capital
          Markets,
          or at any other address previously furnished in writing to the Trustee
          by the
          Guarantor, with a copy to the Company.

      

    

     

    Section
      106.   Notice
      to
      Holders; Waiver.

     

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

     

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

     

    Section
      107.   Conflict
      with Trust Indenture Act.

     

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

     

    Section
      108.   Effect
      of
      Headings and Table of Contents.

     


    
      
        
        

      

      
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    The
      Article and Section headings herein, the Reconciliation and tie between the
      Trust Indenture Act and this Indenture and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

    Section
      109.   Successors
      and Assigns.

     

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

     

    Section
      110.   Separability
      Clause.

     

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

     

    Section
      111.   Benefits
      of Indenture.

     

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

     

    Section
      112.   Governing
      Law.

     

    This
      Indenture, the Securities and the Guarantees shall be governed by and construed
      in accordance with the laws of the State of New York, except that the
      authorization and execution of this Indenture, the Securities and the Guarantees
      shall be governed by the laws of the respective jurisdictions of organization
      of
      the Company and the Guarantor.

     

    Section
      113.   Legal
      Holidays.

     

    In
      any
      case where any Interest Payment Date, Redemption Date or Stated Maturity of
      any
      Security shall not be a Business Day at any Place of Payment, then
      (notwithstanding any other provision of this Indenture or of the Securities
      (other than a provision of the Securities of any series which specifically
      states that such provision shall apply in lieu of this Section)) payment of
      interest or principal (and premium, if any) need not be made at such Place
      of
      Payment on such date, but may be made on the next succeeding Business Day at
      such Place of Payment with the same force and effect as if made on the Interest
      Payment Date or Redemption Date, or at the Stated Maturity, provided that no
      interest shall accrue on the amount so payable for the period from and after
      such Interest Payment Date, Redemption Date or Stated Maturity, as the case
      may
      be.

     

    Section
      114. Submission
      to Jurisdiction.

     

    The
      Company agrees that any legal suit, action or proceeding arising out of or
      based
      upon the Indenture or the Securities may be instituted in any state or Federal
      court 

     


    
      
        
        

      

      
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    in
      the
      Borough of Manhattan, The City of New York, New York, United States of America,
      waives, to the extent it may effectively do so, any objection which it may
      have
      now or hereafter to the laying of the venue of any such suit, action or
      proceeding, and irrevocably submits to the jurisdiction of any such court in
      any
      such suit, action or proceeding. The Company has designated and
      appointed the Guarantor (or any successor corporation) as the Company’s
      authorized agent to accept and acknowledge on its behalf service of any and
      all
      process which may be served in any such suit, action or proceeding in any such
      court and agrees that service of process upon said agent at its office at 4909
      SE International Way, Portland, Oregon 97222, attention of General Counsel
      (or
      at such other address in the Borough of Manhattan, The City of New York, as
      the
      Company may designate by written notice to the Guarantor and the Trustee),
      and
      written notice of said service to the Company, mailed or delivered to it, at
      4909 SE International Way, Portland, Oregon 97222, attention of General Counsel
      (until another address is filed by the Company with the Trustee), shall be
      deemed in every respect effective service of process upon the Company in any
      such suit, action or proceeding and shall be taken and held to be valid personal
      service upon the Company, whether or not the Company shall then be doing, or
      at
      any time shall have done, business within the State of New York, and any such
      service of process shall be of the same force and validity as if service were
      made upon it according to the laws governing the validity and requirements
      of
      such service in such State, and waives all claim of error by reason of any
      such
      service. Said designation and appointment shall be irrevocable until the
      Indenture shall have been satisfied and discharged in accordance with Article
      Four. The Company agrees to take all action as may be necessary to continue
      the
      designation and appointment of the Guarantor or any successor
      corporation in full force and effect so that the Company shall at all times
      have
      an agent for service of process for the above purposes in the Borough of
      Manhattan, The City of New York, New York, United States of
      America.

     

    The
      Guarantor agrees that any legal suit, action or proceeding arising out of or
      based upon the Indenture or the Guarantees may be instituted in any state or
      Federal court in the Borough of Manhattan, The City of New York, New York,
      United States of America, waives, to the extent it may effectively do so, any
      objection which it may have now or hereafter to the laying of the venue of
      any
      such suit, action or proceeding, and irrevocably submits to the jurisdiction
      of
      any such court in any such suit, action or proceeding. The Guarantor has
      designated and appointed the Company (or any successor corporation) as
      the Guarantor’s authorized agent to accept and acknowledge on its behalf service
      of any and all process which may be served in any such suit, action or
      proceeding in any such court and agrees that service of process upon said agent
      at its office at 4909 SE International Way, Portland, Oregon 97222, attention
      of
      General Counsel (or at such other address in the Borough of Manhattan, The
      City of New York, as the Guarantor may designate by written notice to the
      Company and the Trustee), and written notice of said service to the Guarantor,
      mailed or delivered to it, at 4909 SE International Way, Portland, Oregon 97222,
      attention of General Counsel (until another address is filed by the
      Guarantor with the Trustee), shall be deemed in every respect effective service
      of process upon the Guarantor in any such suit, action or proceeding and shall
      be taken and held to be valid personal service upon the Guarantor, whether
      or
      not the Guarantor shall then be doing, or at any time shall have done, business
      within the State of New York, and any such service of process shall be of the
      same force and validity as if service were made 

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    upon
      it
      according to the laws governing the validity and requirements of such service
      in
      such State, and waives all claim of error by reason of any such service. Said
      designation and appointment shall be irrevocable until the Indenture shall
      have
      been satisfied and discharged in accordance with Article Four. The Guarantor
      agrees to take all action as may be necessary to continue the designation and
      appointment of the Guarantor or any successor corporation in full
      force and effect so that the Guarantor shall at all times have an agent for
      service of process for the above purposes in the Borough of Manhattan, The
      City
      of New York, New York, United States of America.

     

    ARTICLE
      TWO 

     

    SECURITY
      FORMS

     

    Section
      201.   Forms
      Generally.

     

    The
      Securities of each series shall be in substantially the form set forth in this
      Article, or in such other form as shall be established by or pursuant to a
      Board
      Resolution of the Company or in one or more indentures supplemental hereto,
      in
      each case with such appropriate insertions, omissions, substitutions and other
      variations as are required or permitted by this Indenture, and may have such
      letters, numbers or other marks of identification and such legends or
      endorsements placed thereon as may be required to comply with the rules of
      any
      securities exchange or as may, consistently herewith, be determined by the
      officers executing such Securities, as evidenced by their execution of the
      Securities. If the form of Securities of any series is established by action
      taken pursuant to a Board Resolution of the Company, a copy of an appropriate
      record of such action shall be certified by the Secretary or an Assistant
      Secretary of the Company and delivered to the Trustee at or prior to the
      delivery of the Company Order contemplated by Section 303 for the authentication
      and delivery of such Securities.

     

    The
      Guarantees to be endorsed on the Securities of each series shall be in
      substantially the form set forth in Section 205, or in such other form as shall
      be established by or pursuant to a Board Resolution of the Guarantor or in
      one
      or more indentures supplemental hereto, in each case with such appropriate
      insertions, omissions, substitutions and other corrections as are required
      or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may be
      required to comply with the rules of any securities exchange or as may,
      consistently herewith, be determined by the person duly authorized thereto
      executing such Guarantees, all as evidenced by such execution. If the form
      of
      Guarantees to be endorsed on the Securities of any series is established by
      action taken pursuant to a Board Resolution of the Guarantor, a copy of an
      appropriate record of such action shall be certified by the Secretary, a Deputy
      Secretary, an Assistant Secretary or a Deputy Assistant Secretary of the
      Guarantor and delivered to the Trustee at or prior to the delivery of the
      Company Order contemplated by Section 303 for the authentication and delivery
      of
      such Securities.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    The
      Trustee’s certificates of authentication shall be in substantially the form set
      forth in this Article.

     

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

     

    Section
      202.   Form
      of
      Face of Security.

     

    [Insert
      any required selling restriction and/or taxation legend.]

     

    [Blount,
      Inc./Blount International, Inc.]

     

    [
.....%]
      Guaranteed [Zero Coupon] [Note] [Debenture] Due .....

     

    No.
      .....................$................

     

    [Blount,
      Inc./Blount International, Inc.], a corporation duly organized and existing
      under the laws of the State of Delaware (herein called the “Company”, which term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to ........................................, or registered
      assigns, the principal sum of .............. Dollars on ....................... [If
      the Security is to bear interest prior to Maturity, insert—,
      and to
      pay interest thereon from ........................ or from the most recent Interest Payment Date
      to which interest has been paid or duly provided for, semi-annually on
............................. and ................................ in each year, commencing ............................., at the rate
      of .......% per annum, until the principal hereof is paid or made available for
      payment [If
      applicable insert—,
      and
      (to the extent that the payment of such interest shall be legally enforceable)
      at the rate of .....% per annum on any overdue principal and premium and on any
      overdue installment of interest]. The interest so payable, and punctually paid
      or duly provided for, on any Interest Payment Date will, as provided in such
      Indenture, be paid to the Person in whose name this Security (or one or more
      Predecessor Securities) is registered at the close of business on the Regular
      Record Date for such interest, which shall be the ............. or ............. (whether or not
      a Business Day), as the case may be, next preceding such Interest Payment Date.
      Any such interest not so punctually paid or duly provided for will forthwith
      cease to be payable to the Holder on such Regular Record Date and may either
      be
      paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest to be fixed by the Trustee, notice
      whereof shall be given to Holders of Securities of this series not less than
      10
      days prior to such Special Record Date, or be paid at any time in any other
      lawful manner not inconsistent with the requirements of any securities exchange
      on which the Securities of this series may be listed, and upon such notice
      as
      may be required by such exchange, all as more fully provided in said
      Indenture].

     

    If
      any
      deduction or withholding for any present or future taxes, assessments or other
      governmental charges of the jurisdiction (or any political subdivision or taxing
      

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    authority
      thereof or therein) in which the Company is incorporated, shall at any time
      be
      required by such jurisdiction (or any such political subdivision or taxing
      authority) in respect of any amounts to be paid by the Company of principal
      of
      or interest on a Security of any series, then the Company will pay to the Holder
      of a Security of such series such additional amounts as may be necessary in
      order that the net amounts paid to such Holder of such Security who, with
      respect to any such tax, assessment or other governmental charge, is not
      resident in such jurisdiction, after such deduction or withholding, shall be
      not
      less than the amounts specified in such Security to which such Holder is
      entitled; provided,
      however,
      that the
      Company shall not be required to make any payment of additional amounts (1)
      for
      or on account of any such tax, assessment or governmental charge imposed by
      the
      United States or any political subdivision or taxing authority thereof or
      therein or (2) for or on account of: 

     

    (a)
        any
      tax,
      assessment or other governmental charge which would not have been imposed but
      for (i) the existence of any present or former connection between such Holder
      (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
      possessor of a power over, such Holder, if such Holder is an estate, trust,
      partnership or corporation) and the taxing jurisdiction or any political
      subdivision or territory or possession thereof or area subject to its
      jurisdiction, including, without limitation, such Holder (or such fiduciary,
      settlor, beneficiary, member, shareholder or possessor) being or having been
      a
      citizen or resident thereof or being or having been present or engaged in trade
      or business therein or having or having had a permanent establishment therein
      or
      (ii) the presentation of a Security of such series (where presentation is
      required) for payment on a date more than 30 days after the date on which such
      payment became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs later;

     

    (b)
        any
      estate, inheritance, gift, sale, transfer, personal property or similar tax,
      assessment or other governmental charge; 

     

    (c)
        any
      tax,
      assessment or other governmental charge which is payable otherwise than by
      withholding from payments of (or in respect of) principal of, or any interest
      on, the Securities of such series; 

     

    (d)
        any
      tax,
      assessment or other governmental charge that is imposed or withheld by reason
      of
      the failure by the Holder or the beneficial owner of the Security of such series
      (i) to provide information concerning the nationality, residence or identity
      of
      the Holder or such beneficial owner or (ii) to make any declaration or other
      similar claim or satisfy any information or reporting requirements, which,
      in
      the case of (i) or (ii), is required or imposed by a statute, treaty, regulation
      or administrative practice of the taxing jurisdiction as a precondition to
      exemption from all or part of such tax, assessment or other governmental charge;
      

     

    (e)
        any
      tax,
      assessment or other governmental charge which such Holder would have been able
      to avoid by presenting such Security to another Paying Agent; or

     

    (f)
        any
      combination of items (a), (b), (c), (d) and (e) above; nor shall additional
      

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    amounts
      be paid with respect to any payment of the principal of, or any interest on,
      any
      Security of such series to any Holder who is a fiduciary or partnership or
      other
      than the sole beneficial owner of such payment to the extent such payment would
      be required by the laws of the jurisdiction (or any political subdivision or
      taxing authority thereof or therein) to be included in the income for tax
      purposes of a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner who would not have been entitled
      to
      such additional amounts had it been the Holder of such Security.

     

    The
      foregoing provisions shall apply mutatis mutandis to any withholding or
      deduction for or on account of any present or future taxes, assessments or
      governmental charges of whatever nature of any jurisdiction in which any
      successor Person to the Company is organized, or any political subdivision
      or
      taxing authority thereof or therein.

     

    [If
      the Security is not to bear interest prior to Maturity, insert—
The
      principal of this Security shall not bear interest except in the case of a
      default in payment of principal upon acceleration, upon redemption or at Stated
      Maturity and in such case the overdue principal of this Security shall bear
      interest at the rate of .....% per annum (to the extent that the payment of such
      interest shall be legally enforceable), which shall accrue from the date of
      such
      default in payment to the date payment of such principal has been made or duly
      provided for. Interest on any overdue principal shall be payable on demand.
      Any
      such interest on any overdue principal that is not so paid on demand shall
      bear
      interest at the rate of .....% per annum (to the extent that the payment of such
      interest shall be legally enforceable), which shall accrue from the date of
      such
      demand for payment to the date payment of such interest has been made or duly
      provided for, and such interest shall also be payable on demand.]

     

    Payment
      of the principal of (and premium, if any) and [if
      applicable, insert—
any
      such] interest on this Security will be made at the office or agency of the
      Company maintained for that purpose in .................., [in such coin or currency of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts] [specify other currency] [if
      applicable, insert—;
      provided,
      however,
      that at
      the option of the Company payment of interest may be made by check mailed to
      the
      address of the Person entitled thereto as such address shall appear in the
      Security Register].

     

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

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee
      referred to on the reverse hereof by manual signature, this Security shall
      not
      be entitled to any benefit under the Indenture or be valid or obligatory for
      any
      purpose.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the Company has caused this instrument to be duly
      executed.

     

    Dated:

     

    
      
        	
                [BLOUNT,
                  INC./BLOUNT INTERNATIONAL, INC.]

                 

              
	By	
                 

              
	 	 


      

    

     

     

     

    Section
      203.   Form
      of
      Reverse of Security.

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “Securities”), issued and to be issued in one or more series under an
      Indenture, dated as of [●] (herein called the “Indenture”), among the Company,
      as Issuer, Blount International, Inc., as Guarantor (herein called the
“Guarantor”), and [●], as Trustee (herein called the “Trustee”, which term
      includes any successor trustee under the Indenture), to which Indenture and
      all
      indentures supplemental thereto reference is hereby made for a statement of
      the
      respective rights, limitation of rights, duties and immunities thereunder of
      the
      Company, the Guarantor, the Trustee and the Holders of the Securities and of
      the
      terms upon which the Securities are, and are to be, authenticated and delivered.
      This Security is one of the series designated on the face hereof [, limited
      in
      aggregate principal amount to [$]..............].

     

    [If
      applicable, insert—
The
      Securities of this series are subject to redemption upon not less than 30 days’
notice by mail, [if
      applicable, insert—
(1)
      on
................. in any year commencing with the year .......... and ending with the year
........... through operation of the sinking fund for this series at a Redemption
      Price equal to 100% of the principal amount, and (2)] at any time [on or after
      ......................, 20......], as a whole or in part, at the election of the Company, at the
      following Redemption Prices (expressed as percentages of the principal amount):
      If redeemed [on or before ................., .....%, and if redeemed] during the 12-month
      period beginning ................... of the years indicated,

     

    
      	
              Year

            	 	
              Redemption

              Price

            	 	
              Year

            	 	
              Redemption

              Price

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    and
      thereafter at a Redemption Price equal to ......% of the principal amount,
      together in the case of any such redemption [if
      applicable, insert—
      (whether through operation of 

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    the
      sinking fund or otherwise)] with accrued interest to the Redemption Date, but
      interest installments whose Stated Maturity is on or prior to such Redemption
      Date will be payable to the Holders of such Securities, or one or more
      Predecessor Securities, of record at the close of business on the relevant
      Record Dates referred to on the face hereof, all as provided in the
      Indenture.]

     

    [If
      applicable insert—
The
      Securities of this series are subject to redemption upon not less than 30 days’
notice by mail, (1) on ............... in any year commencing with the year .......
      and ending with the year ...... through operation of the sinking fund for this
      series at the Redemption Prices for redemption through operation of the sinking
      fund (expressed as percentages of the principal amount) set forth in the table
      below, and (2) at any time [on or after ........................], as a whole or in part, at the
      election of the Company, at the Redemption Prices for redemption otherwise
      than
      through operation of the sinking fund (expressed as percentages of the principal
      amount) set forth in the table below: If redeemed during the 12-month period
      beginning ..................... of the years indicated,

     

    
      	
              Year

            	 	
              Redemption
                Price

              For
                Redemption

              Through
                Operation

              of
                the Sinking Fund

            	 	
              Redemption
                Price For

              Redemption
                Otherwise

              Than
                Through Operation

              of
                the Sinking Fund

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    and
      thereafter at a Redemption Price equal to ......% of the principal amount,
      together in the case of any such redemption (whether through operation of the
      sinking fund or otherwise) with accrued interest to the Redemption Date, but
      interest installments whose Stated Maturity is on or prior to such Redemption
      Date will be payable to the Holders of such Securities, or one or more
      Predecessor Securities, of record at the close of business on the relevant
      Record Dates referred to on the face hereof, all as provided in the
      Indenture.]

     

    [Notwithstanding
      the foregoing, the Company may not, prior to ......................, redeem any Securities
      of this series as contemplated by [Clause (2) of] the preceding paragraph as
      a
      part of, or in anticipation of, any refunding operation by the application,
      directly or indirectly, of moneys borrowed having an interest cost to the
      Company (calculated in accordance with generally accepted financial practice)
      of
      less than .......% per annum.]

     

    [The
      sinking fund for this series provides for the redemption on ...................... in each
      year beginning with the year ............. and ending with the year ............ of [not
      less than] [$].............. [(“mandatory sinking fund”) and not more than [$]..............]
      aggregate principal amount of Securities of this series. [Securities of this
      series acquired or redeemed by the Company otherwise than through [mandatory]
      sinking fund payments 

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    may
      be
      credited against subsequent [mandatory] sinking fund payments otherwise required
      to be made — in the inverse order in which they become due.]

     

    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      of this series for the unredeemed portion hereof will be issued in the name
      of
      the Holder hereof upon the cancellation hereof.

     

    [If
      the Security is not subject to redemption, —
This
      Security is not redeemable prior to Stated Maturity[, except pursuant to Section
      1108 of the Indenture. The date specified for the Securities of this series,
      for
      the purposes of said Section 1108, is .........] .]

     

    [If
      the Security is not an Original Issue Discount Security,
—
If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided in the
      Indenture.]

     

    [If
      the Security is an Original Issue Discount Security,
—
If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, an amount of principal of the Securities of this series may be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Such amount shall be equal to — insert
      formula for determining the amount.
      Upon
      payment (i) of the amount of principal so declared due and payable and (ii)
      of
      interest on any overdue principal and overdue interest (in each case to the
      extent that the payment of such interest shall be legally enforceable), all
      of
      the Company’s obligations in respect of the payment of the principal of and
      interest, if any, on the Securities of this series shall
      terminate.]

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the Guarantor and the rights of the Holders of the Securities of each series
      to
      be affected under the Indenture at any time by the Company, the Guarantor and
      the Trustee with the consent of the Holders of a majority in principal amount
      of
      the Securities at the time Outstanding of each series to be affected. The
      Indenture also contains provisions permitting the Holders of specified
      percentages in principal amount of the Securities of each series at the time
      Outstanding, on behalf of the Holders of all Securities of such series, to
      waive
      compliance by the Company or the Guarantor, or both, with certain provisions
      of
      the Indenture and certain past defaults under the Indenture and their
      consequences. Any such consent or waiver by the Holder of this Security shall
      be
      conclusive and binding upon such Holder and upon all future Holders of this
      Security and of any Security issued upon the registration of transfer hereof
      or
      in exchange herefor or in lieu hereof, whether or not notation of such consent
      or waiver is made upon this Security.

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25% in 

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    principal
      amount of the Securities of this series at the time outstanding shall have
      made
      written request to the Trustee to institute proceedings in respect of such
      Event
      of Default as Trustee and offered the Trustee reasonable indemnity, and the
      Trustee shall not have received from the Holders of a majority in principal
      amount of Securities of this series at the time Outstanding a direction
      inconsistent with such request, and shall have failed to institute any such
      proceeding, for 60 days after receipt of such notice, request and offer of
      indemnity. The foregoing shall not apply to any suit instituted by the Holder
      of
      this Security for the enforcement of any payment of principal hereof or any
      premium or interest hereon on or after the respective due dates expressed or
      provided for herein.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of (and premium, if any) and interest
      on
      this Security at the times, place and rate, and in the coin or currency, herein
      prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of (and premium, if any) and
      interest on this Security are payable, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series,
      of authorized denominations and for the same aggregate principal amount, will
      be
      issued to the designated transferee or transferees.

     

    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of [$]........... and any integral multiple thereof. As provided in
      the Indenture and subject to certain limitations therein set forth, Securities
      of this series are exchangeable for a like aggregate principal amount of
      Securities of this series of a different authorized denomination, as requested
      by the Holder surrendering the same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Guarantor, the Trustee and any agent of the Company, the Guarantor or the
      Trustee may treat the Person in whose name this Security is registered as the
      owner hereof for all purposes (subject to Section 307 of the Indenture), whether
      or not this Security be overdue, and neither the Company, the Guarantor, the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Indenture provides that the Company and the Guarantor, at the Guarantor’s
      option, (a) will be discharged from any and all obligations in respect of the
      Securities (except for certain obligations to register the transfer or exchange
      of Securities, replace stolen, lost or mutilated Securities, maintain paying
      agencies and hold moneys for payment in trust) or (b) need not comply with
      certain restrictive covenants of the 

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Indenture,
      in each case if the Company or the Guarantor deposits, in trust, with the
      Trustee money or Government Obligations which through the payment of interest
      thereon and principal thereof in accordance with their terms will provide money,
      in an amount sufficient to pay all the principal (including any mandatory
      sinking fund payments) of, and (premium, if any) and interest on, the Securities
      on the dates such payments are due in accordance with the terms of such
      Securities and Guarantees, and certain other conditions are
      satisfied.

     

    [If
      applicable insert— Except
      in
      the limited circumstances described in Section 305 of the Indenture, the
      Securities of this series shall be issued in the form of one or more Global
      Securities and .......... shall be the Depositary for such Global Security or
      Securities.] All terms used in this Security which are defined in the Indenture
      shall have the meanings assigned to them in the Indenture.

     

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

     

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

     

    
       

      
        
          	
                  [●],

                  as
                    Trustee

                   

                
	By	
                   

                
	 Authorized
                  Officer 


        

      

       

    

    Section
      205. Form
      of
      Guarantee

     

    Guarantees
      to be endorsed on the Securities shall, subject to Section 201, be in
      substantially the form set forth below; words enclosed in brackets shall be
      inserted if applicable:

     

    Guarantee
      of [Blount International, Inc./Blount, Inc.]

     

    For
      value
      received, [Blount International, Inc./Blount, Inc.], a corporation duly
      organized and existing under the laws of the State of Delaware (herein called
      the “Guarantor”, which term includes any successor corporation under the
      Indenture referred to in the Security upon which this Guarantee is endorsed),
      hereby unconditionally guarantees to the Holder of the Security upon which
      this
      Guarantee is endorsed and to the Trustee referred to in such Indenture due
      and
      prompt payment of the principal of (and premium, if any) and interest on such
      Security [and the due and prompt payment of the sinking fund payments provided
      for therein,] when and as the same shall become due and payable, whether at
      the
      Stated Maturity, by declaration of acceleration, call for redemption or
      otherwise, according to the terms thereof and of the Indenture referred to
      therein. In case of the failure of [Blount, Inc./Blount International, Inc.],
      a
      corporation duly organized and existing under the laws of the State of Delaware
      (herein called the “Company”, which term includes any successor corporation
      under such Indenture) punctually to make any such principal, premium, [or]
      interest [or sinking fund] payment, the Guarantor hereby agrees to cause any
      such payment to be made promptly when and as the same shall become due and
      payable, 

     


    
      
        
        

      

      
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    whether
      at the Stated Maturity, by declaration of acceleration, call for redemption
      or
      otherwise, and as if such payment were made by the Company.

     

    The
      Guarantor hereby further agrees, subject to the limitations and exceptions
      set
      forth below, that if any deduction or withholding for any present or future
      taxes, assessments or other governmental charges of the jurisdiction (or any
      political subdivision or taxing authority thereof or therein) in which the
      Guarantor is incorporated, shall at any time be required by such jurisdiction
      (or any such political subdivision or taxing authority) in respect of any
      amounts to be paid by the Guarantor under this Guarantee, the Guarantor will
      pay
      to the Holder of a Security of such series such additional amounts as may be
      necessary in order that the net amounts paid to such Holder of such Security
      who, with respect to any such tax, assessment or other governmental charge,
      is
      not resident in such jurisdiction, after such deduction or withholding, shall
      be
      not less than the amounts specified in such Security to which such Holder is
      entitled; provided,
      however,
      that the
      Guarantor shall not be required to make any payment of additional amounts (1)
      for or on account of any such tax, assessment or governmental charge imposed
      by
      the United States or any political subdivision or taxing authority thereof
      or
      therein or (2) for or on account of: 

     

    (a)
        any
      tax,
      assessment or other governmental charge which would not have been imposed but
      for (i) the existence of any present or former connection between such Holder
      (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
      possessor of a power over, such Holder, if such Holder is an estate, trust,
      partnership or corporation) and the taxing jurisdiction or any political
      subdivision or territory or possession thereof or area subject to its
      jurisdiction, including, without limitation, such Holder (or such fiduciary,
      settlor, beneficiary, member, shareholder or possessor) being or having been
      a
      citizen or resident thereof or being or having been present or engaged in trade
      or business therein or having or having had a permanent establishment therein
      or
      (ii) the presentation of a Security of such series (where presentation is
      required) for payment on a date more than 30 days after the date on which such
      payment became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs later; 

     

    (b)
        any
      estate, inheritance, gift, sale, transfer, personal property or similar tax,
      assessment or other governmental charge; 

     

    (c)
        any
      tax,
      assessment or other governmental charge which is payable otherwise than by
      withholding from payments of (or in respect of) principal of, or any interest
      on, the Securities of such series; 

     

    (d)
        any
      tax,
      assessment or other governmental charge that is imposed or withheld by reason
      of
      the failure by the Holder or the beneficial owner of the Security of such series
      (i) to provide information concerning the nationality, residence or identity
      of
      the Holder or such beneficial owner or (ii) to make any declaration or other
      similar claim or satisfy any information or reporting requirements, which,
      in
      the case of (i) or (ii), is required or imposed by a statute, treaty, regulation
      or administrative practice of the taxing jurisdiction as a precondition to
      exemption from all or part of such tax, assessment or 

     


    
      
        
        

      

      
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    other
      governmental charge; 

     

    (e)
        any
      tax,
      assessment or other governmental charge which such Holder would have been able
      to avoid by presenting such Security to another Paying Agent; or

     

    (f)
        any
      combination of items (a), (b), (c), (d) and (e) above; nor shall additional
      amounts be paid with respect to any payment of the principal of, or any interest
      on, any Security of such series to any Holder who is a fiduciary or partnership
      or other than the sole beneficial owner of such payment to the extent such
      payment would be required by the laws of the jurisdiction (or any political
      subdivision or taxing authority thereof or therein) to be included in the income
      for tax purposes of a beneficiary or settlor with respect to such fiduciary
      or a
      member of such partnership or a beneficial owner who would not have been
      entitled to such additional amounts had it been the Holder of such
      Security.

     

    The
      foregoing provisions shall apply mutatis mutandis to any withholding or
      deduction for or on account of any present or future taxes, assessments or
      governmental charges of whatever nature of any jurisdiction in which any
      successor Person to the Guarantor is organized, or any political subdivision
      or
      taxing authority thereof or therein. 

     

    The
      Guarantor hereby agrees that its obligations hereunder shall be as if it were
      principal debtor and not merely surety, and shall be absolute and unconditional,
      irrespective of, and shall be unaffected by, any invalidity, irregularity or
      unenforceability of such Security or such Indenture, any failure to enforce
      the
      provisions of such Security or such Indenture, or any waiver, modification
      or
      indulgence granted to the Company with respect thereto, by the Holder of such
      Security or such Trustee, or any other circumstance which may otherwise
      constitute a legal or equitable discharge of a surety or guarantor; provided,
      however,
      that,
      notwithstanding the foregoing, no such waiver, modification or indulgence shall,
      without the consent of the Guarantor, increase the principal amount of such
      Security or the interest rate thereon or impose or increase any premium payable
      upon redemption thereof. The Guarantor hereby waives diligence, presentment,
      demand of payment, filing of claims with a court in the event of merger or
      bankruptcy of the Company, any right to require a proceeding first against
      the
      Company, protest or notice with respect to such Security or the indebtedness
      evidenced thereby [or with respect to any sinking fund payment required under
      such Security] and all demands whatsoever, and covenants that this Guarantee
      will not be discharged except by payment in full of the principal of (and
      premium, if any) and interest on such Security. This is a guarantee of payment
      and not of collection.

     

    The
      Guarantor shall be subrogated to all rights of the Holder of such Security
      against the Company in respect of any amounts paid to such Holder by the
      Guarantor pursuant to the provisions of this Guarantee; provided,
      however,
      that
      the Guarantor shall not be entitled to enforce, or to receive any payments
      arising out of or based upon, such right of subrogation until the principal
      of
      (and premium, if any) and interest on all Securities of the same series issued
      under such Indenture shall have been paid in full.

     


    
      
        
        

      

      
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    No
      reference herein to such Indenture and no provision of this Guarantee or of
      such
      Indenture shall alter or impair the guarantee of the Guarantor, which is
      absolute and unconditional, of the due and punctual payment of the principal
      of
      (and premium, if any) and interest on the Security upon which this Guarantee
      is
      endorsed at the times, place and rate, and in the coin or currency prescribed
      therein.

     

    This
      Guarantee shall not be valid or obligatory for any purpose until the certificate
      of authentication of such Security shall have been manually executed by or
      on
      behalf of the Trustee under such Indenture.

     

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

     

    In
      Witness Whereof, the Guarantor has caused this Guarantee to be signed manually
      or in facsimile by a person duly authorized in that behalf.

     

    
      
         

        
          
            	
                    BLOUNT
                      INTERNATIONAL, INC.

                     

                     

                  
	 
	 AUTHORIZED
                    SIGNATORY


          

        

         

      

    

    Attest:

     

      
        

      

    

    Dated
      the
      date on the face hereof.

     

    Section
      205.   Form
      of
      Legend for Global Securities.

     

    Any
      Global Security authenticated and delivered hereunder shall bear a legend in
      substantially the following form or such other form as may be determined
      pursuant to Section 201:

     

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

     

     

     

    
      
        
        

      

      
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    ARTICLE
      THREE

     

    THE
      SECURITIES

     

    Section
      301.   Amount
      Unlimited; Issuable in Series.

     

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

     

    The
      Securities may be issued in one or more series. There shall be established
      by or
      pursuant to a Board Resolution of the Company or the Guarantor, as appropriate,
      and set forth in (or determined in the manner set forth in) an Officers’
Certificate of the Company or the Guarantor, as appropriate, or established
      in
      one or more indentures supplemental hereto, prior to the issuance of Securities
      of any series,

     

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

     

        (2)  any
      limit
      upon the aggregate principal amount of the Securities of the series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the series pursuant to Section 304,
      305,
      306, 906 or 1107);

     

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

     

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

     

        (5)  the
      rate
      or rates at which the Securities of the series shall bear interest, if any,
      the
      date or dates from which such interest shall accrue, the Interest Payment Dates
      on which such interest shall be payable and the Regular Record Date for the
      interest payable on any Interest Payment Date;

     

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

     

        (7)  if
      applicable, the period or periods within which, the price or prices at which
      and
      the terms and conditions upon which Securities of the series may be redeemed,
      in
      whole or in part, at the option of the Company, including the date referred
      to
      in Section 1108;

     

        (8)  the
      obligation, if any, of the Company to redeem or purchase Securities of the
      series pursuant to any sinking fund or analogous provisions or at the option
      of
      a Holder thereof and the period or periods within which, the price
      or

     

     

    
      
        
        

      

      
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    prices
      at
      which and the terms and conditions upon which Securities of the series shall
      be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

     

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

     

        (10)  if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of the series which shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 502;

     

        (11)  if
      other
      than such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public or private debts, the coin or
      currency (including any composite currency) in which payment of the principal
      of
      (and premium, if any) and interest on the Securities of the series shall be
      denominated or payable and the manner of determining the equivalent thereof
      in
      the currency of the United States of America for the purposes of the definition
      of “Outstanding” in Section 101;

     

        (12)  if
      the
      principal of (and premium, if any) or interest on the Securities of the series
      are to be payable, at the election of the Company or a Holder thereof, in a
      coin
      or currency (including any composite currency) other than that in which the
      Securities are stated to be payable, the period or periods within which, and
      the
      terms and condition upon which, such election may be made;

     

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

     

        (14)  if
      the
      amounts of payments of principal of (and premium, if any) or interest on the
      Securities of the series may be determined with reference to an index, the
      manner in which such amounts shall be determined;

     

        (15)  the
      Guarantee of the Securities of such series pursuant to Article Thirteen
      hereof;

     

        (16)  whether
      the Securities of the series shall be issued in whole or in part in the form
      of
      one or more Global Securities and, if so, the Depositary for such Global
      Security or Securities;

     

        (17)  any
      addition to or change in the Events of Default which applies to any Securities
      of the series and any change in the right of the Trustee or the 

     


    
      
        
        

      

      
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    requisite
      Holders of such Securities to declare the principal amount thereof due and
      payable pursuant to Section 502;

     

        (18)  with
      respect to such series of Securities, the “Stated Intervals” and the “Record
      Date” for purposes of Section 312(a) (in the case of non-interest bearing
      Securities) and 316(c), respectively, of the Trust Indenture Act;

     

        (19)  if
      additional amounts pursuant to Section 1010 will not be payable by the Company
      or the Guarantor; and

     

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

     

    All
      Securities of any one series shall be substantially identical except as to
      denomination and number and except as may otherwise be provided in or pursuant
      to such Board Resolutions and set forth (or determined in the manner provided
      in) in such Officers’ Certificates or in any such indenture supplemental
      hereto.

     

    If
      any of
      the terms of the series are established by action taken pursuant to a Board
      Resolution of the Company or the Guarantor, a copy of an appropriate record
      of
      such action shall be certified by the Secretary or an Assistant Secretary of
      the
      Company or by the Secretary, a Deputy Secretary, an Assistant Secretary or
      a
      Deputy Assistant Secretary of the Guarantor, as the case may be, and delivered
      to the trustee at or prior to the delivery of the Officers’ Certificate setting
      forth the terms of the series.

     

    With
      respect to Securities of a series offered in a Periodic Offering, the Board
      Resolution (or action taken pursuant thereto), Officers’ Certificate or
      supplemental indenture referred to above may provide general terms or parameters
      for Securities of such series and provide either that the specific terms of
      particular Securities of such series shall be specified in a Company Order
      or
      that such terms shall be determined by the Company in accordance with other
      procedures specified in a Company Order as contemplated by the third paragraph
      of Section 303.

     

    Notwithstanding
      Section 301(2) herein and unless otherwise expressly provided with respect
      to a
      series of Securities, the aggregate principal amount of a series of Securities
      may be increased and additional Securities of such series may be issued up
      to
      the maximum aggregate principal amount authorized with respect to such series
      as
      increased.

     

    Section
      302.   Denominations.

     

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

     

    Section
      303.   Execution,
      Authentication, Delivery and Dating.

     


    
      
        
        

      

      
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    The
      Securities shall be executed on behalf of the Company by one of its Directors
      or
      senior officers. The signature of any of such director or officer on the
      Securities may be manual or facsimile.

     

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company having
      endorsed thereon Guarantees executed by the Guarantor to the Trustee for
      authentication, together with a Company Order for the authentication and
      delivery of such Securities, and the Trustee in accordance with the Company
      Order shall authenticate and deliver such Securities; provided,
      however,
      that in
      the case of Securities offered in a Periodic Offering, the Trustee shall
      authenticate and deliver such Securities from time to time in accordance with
      such other procedures (including, without limitation, the receipt by the Trustee
      of oral or electronic instructions from the Company or its duly authorized
      agents, promptly confirmed in writing) acceptable to the Trustee as may be
      specified by or pursuant to a Company Order delivered to the Trustee prior
      to
      the time of the first authentication of Securities of such series. If the form
      or terms of the Securities of the series or the form of the Guarantees endorsed
      thereon have been established by or pursuant to one or more Board Resolutions
      as
      permitted by Sections 201 and 301, in authenticating such Securities, and
      accepting the additional responsibilities under this Indenture in relation
      to
      such Securities, the Trustee shall be entitled to receive, and (subject to
      601)
      shall be fully protected in relying upon, an Opinion of Counsel
      stating,

     

     

        (a)  if
      the
      form of such Securities or Guarantees has been established by or pursuant to
      Board Resolution as permitted by Section 201, that such form has been
      established in conformity with the provisions of this Indenture;

     

        (b)  if
      the
      terms of such Securities have been, or in the case of Securities of a series
      offered in a Periodic Offering, will be, established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been, or in the
      case of Securities of a series offered in a Periodic Offering, will be,
      established in conformity with the provisions of this Indenture, subject, in
      the
      case of Securities of a series offered in a Periodic Offering, to any conditions
      specified in such Opinion of Counsel;

     

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

     

     

     

    
      
        
        

      

      
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        (d)  that
      such
      Guarantees, when the Securities upon which they shall have been endorsed shall
      have been authenticated and delivered by the Trustee and issued by the Company
      in the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the Guarantor
      enforceable in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles.

     

    If
      such
      form or terms have been so established, the Trustee shall not be required to
      authenticate such Securities if the issue of such Securities pursuant to this
      Indenture will affect the Trustee’s own rights, duties or immunities under the
      Securities or this Indenture or otherwise in a manner which is not reasonably
      acceptable to the Trustee.

     

    Notwithstanding
      the provisions of Section 301 and of the preceding paragraph, if all Securities
      of a series are not to be originally issued at one time, it shall not be
      necessary to deliver the Officers’ Certificate otherwise required pursuant to
      Section 301 or the Company Order and Opinion of Counsel otherwise required
      pursuant to such preceding paragraph at or prior to the time of authentication
      of each Security of such series if such documents are delivered at or prior
      to
      the authentication upon original issuance of the first Security of such series
      to be issued.

     

    With
      respect to Securities of a series offered in a Periodic Offering, the Trustee
      may rely, as to the authorization by the Company and the Guarantor of any of
      such Securities and the related Guarantees, the form and terms thereof and
      the
      legality, validity, binding effect and enforceability thereof, upon the Opinion
      of Counsel and the other documents delivered pursuant to Sections 201 and
      301 and this Section, as applicable, in connection with the first authentication
      of Securities of such series.

     

    Each
      Security shall be dated the date of its authentication.

     

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

     

    Section
      304.   Temporary
      Securities.

     

    Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities substantially of the tenor of the definitive Securities in lieu
      of
      which they are issued, and having endorsed thereon Guarantees duly executed
      by
      the Guarantor substantially of the tenor of the definitive Guarantees, which
      Securities and Guarantees may be printed, lithographed, typewritten,
      mimeographed or otherwise produced, in any 

     


    
      
        
        

      

      
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    authorized
      denomination and with such appropriate insertions, omissions, substitutions
      and
      other variations as the officers executing such Securities and the person duly
      authorized thereto executing such Guarantees may determine, all as evidenced
      by
      such execution.

     

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

     

    Section
      305.   Registration,
      Registration of Transfer and Exchange.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    The
      Company shall not be required (i) to issue, register the transfer of or exchange
      Securities of any series during a period beginning at the opening of business
      15
      days before the day of the mailing of a notice of redemption of Securities
      of
      that series selected for redemption under Section 1103 and ending at the close
      of business on the day of such mailing, or (ii) to register the transfer of
      or
      exchange any Security so selected for redemption in whole or in part, except
      the
      unredeemed portion of any Security being redeemed in part.

     

    Each
      Global Security authenticated under this Indenture shall be registered in the
      name of the Depositary designated for such Global Security or a nominee thereof
      and delivered to such Depositary or a nominee thereof or custodian therefor,
      and
      each such Global Security shall constitute a single Security for all purposes
      of
      this Indenture.

     

    Notwithstanding
      the foregoing, except as otherwise specified as contemplated by Section 301,
      any
      Global Security shall be exchangeable pursuant to this Section 305 for
      Securities registered in the names of Persons other than the Depositary for
      such
      series or its nominee if, but only if, (i) such Depositary notifies the Company
      that it is unwilling or unable to continue as Depositary for such series or
      at
      any time ceases to be a clearing agency registered as such under the Exchange
      Act, as amended, and the Company and/or the Guarantor notify the Trustee that
      they are unable to locate a qualified successor Depositary, (ii) the Company
      and/or the Guarantor executes and delivers to the Trustee a Company Order that
      such Global Security shall be so exchangeable or (iii) there shall have occurred
      and be continuing an Event of Default with respect to the Securities of such
      series and beneficial owners of the Securities evidencing not less than 50%
      of
      the aggregate unpaid principal amount of the Securities of such series advise
      the Trustee and the Depositary through participants in writing that the
      continuation of a book-entry system is no longer in the best interests of the
      beneficial owners of the Securities of such series. Any Global Security that
      is
      exchangeable pursuant to the preceding sentence shall be exchangeable for
      Securities registered in such names as such Depositary shall
      direct.

     

    Notwithstanding
      any other provision of this Indenture, a Global Security may not be transferred
      except as a whole by the Depositary for such Global Security to a nominee of
      such Depositary or by a nominee of such Depositary to such Depositary or another
      nominee of such Depositary.

     

     

     

    
      
        
        

      

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

     

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

     

    If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them and any
      agent of either of them harmless, then, in the absence of notice to the Company
      or the Trustee that such Security has been acquired by a bona fide purchaser,
      the Company shall execute and upon its request the Trustee shall authenticate
      and deliver, in lieu of any such destroyed, lost or stolen Security, a new
      Security of the same series and of like tenor and principal amount, having
      endorsed thereon a Guarantee duly executed by the Guarantor, and bearing a
      number not contemporaneously Outstanding.

     

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

     

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

     

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

     

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

     

    Section
      307.   Payment
      of Interest; Interest Rights Preserved.

     

    Except
      as
      otherwise provided as contemplated by Section 301 with respect to any series
      of
      Securities, interest on any Security which is payable, and is punctually paid
      or
      duly provided for, on any Interest Payment Date shall be paid to the Person
      in
      whose name that Security (or one or more Predecessor Securities) is registered
      at the close of business on the Regular Record Date for such
      interest.

     

    Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted 

     


    
      
        
        

      

      
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    Interest”)
      shall forthwith cease to be payable to the Holder on the relevant Regular Record
      Date by virtue of having been such Holder, and such Defaulted Interest may
      be
      paid by the Company, at its election in each case, as provided in Clause (1)
      or
      (2) below:

     

        (1)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security or such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this Clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of such
      Defaulted Interest which shall be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be mailed,
      first
      class postage prepaid, to each Holder of Securities of such series at his
      address as it appears in the Security Register, not less than 10 days prior
      to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Securities
      of
      such series (or their respective Predecessor Securities) are registered at
      the
      close of business on such Special Record Date and shall no longer be payable
      pursuant to the following Clause (2).

     

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

     

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

     

    Section
      308.   Persons
      Deemed Owners.

     


    
      
        
        

      

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

     

    No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Security, and such Depositary may be treated by the Company, the
      Guarantor, the Trustee, and any agent of the Company, the Guarantor or the
      Trustee as the owner of such Global Security for all purposes whatsoever.
      Notwithstanding the foregoing, nothing herein shall impair, as between a
      Depositary and such holders of beneficial interests, the operation of customary
      practices governing the exercise of the rights of the Depositary as Holder
      of
      any Security.

     

    None
      of
      the Company, the Guarantor, the Trustee or any agent of the Company, the
      Guarantor or the Trustee shall have any responsibility or liability for any
      aspect of the records relating to or payments made on account of beneficial
      ownership interests in a Global Security or for maintaining, supervising or
      reviewing any records relating to such beneficial ownership
      interests.

     

    Section
      309.   Cancellation.

     

    All
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or for credit against any sinking fund payment shall, if surrendered
      to
      any Person other than the Trustee, be delivered to the Trustee and shall be
      promptly cancelled by it. The Company or the Guarantor may at any time deliver
      to the Trustee for cancellation any Securities previously authenticated and
      delivered hereunder which the Company or the Guarantor may have acquired in
      any
      manner whatsoever, and may deliver to the Trustee (or to any other Person for
      delivery to the Trustee) for cancellation any Securities previously
      authenticated hereunder which the Company has not issued and sold, and all
      Securities so delivered shall be promptly cancelled by the Trustee. No
      Securities shall be authenticated in lieu of or in exchange for any Securities
      cancelled as provided in this Section, except as expressly permitted by this
      Indenture. All cancelled Securities held by the Trustee shall be disposed of
      by
      the Trustee in accordance with its customary procedures or as directed by a
      Company Order.

     

    Section
      310.   Computation
      of Interest.

     

    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of any series,
      interest on the Securities of each series shall be computed on the basis of
      a
      360-day year of twelve 30-day months. Whenever in this Indenture or any
      Securities issued hereunder interest at a specified rate is to be calculated
      on
      the basis of a period less than a calendar year, the yearly rate of interest
      to
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    rate
      multiplied by the actual number of days in the relevant calendar year and
      divided by the number of days in such period.

     

    ARTICLE
      FOUR

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      401.   Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall upon Company Request 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

     

                (1)  either

     

    (A)  all
      Securities theretofore authenticated and delivered (other than (i) Securities
      which have been destroyed, lost or stolen and which have been replaced or paid
      as provided in Section 306 and (ii) Securities for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company or the Guarantor and thereafter repaid to the Company or the Guarantor
      or discharged from such trust, as provided in Section 1006) have been delivered
      to the Trustee for cancellation; or

     

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

     

    (i)  have
      become due and payable, or

     

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

     

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

     

    and
      the
      Company or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited
      or caused to be deposited with the Trustee as trust funds in trust for the
      purpose an amount sufficient to pay and discharge the entire indebtedness on
      such Securities not theretofore delivered to the Trustee for cancellation,
      for
      principal (and premium, if any) and interest to the date of such deposit (in
      the
      case of Securities which have become due and payable) or to the Stated Maturity
      or Redemption Date, as the case may be;

     

     

     

    
      
        
        

      

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

    

     

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

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      and the Guarantor to the Trustee under Section 607, the obligations of the
      Company and the Guarantor to any Authenticating Agent under Section 614
      and, if money shall have been deposited with the Trustee pursuant to
      subclause (B) of clause (1) of this Section, the obligations of the
      Trustee under Section 402 and the last paragraph of Section 1006 shall
      survive.

     

    Section
      402.   Application
      of Trust Money.

     

    Subject
      to the provisions of the last paragraph of Section 1006, all money and the
      proceeds of any Government Obligations deposited with the Trustee pursuant
      to
      Section 401 or 403 shall be held in trust and applied by it, in accordance
      with
      the provisions of the Securities and this Indenture, to the payment, either
      directly or through any Paying Agent (including the Company or the Guarantor
      acting as Paying Agent) as the Trustee may determine, of the principal (and
      premium, if any) and interest to the Holders of the series of Securities for
      the
      payment in respect of which such money has been deposited with the
      Trustee.

     

    The
      Company or the Guarantor shall pay and indemnify the Trustee against any tax,
      fee or other charge imposed on or assessed against the Government Obligations
      deposited pursuant to Section 403 or the principal and interest received in
      respect thereof other than any such tax, fee or other charge which by law is
      for
      the account of the Holders of Outstanding Securities. The obligations of the
      Company and the Guarantor pursuant to this paragraph shall be joint and
      several.

     

    Anything
      in this Article to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Company or the Guarantor from time to time upon Company Request
      any
      money or Government Obligations held by it as provided in Section 403 with
      respect to any Securities which, in the opinion of a nationally recognized
      firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee, are in excess of the amount thereof which would then
      be required to be deposited to effect the Discharge or Covenant Defeasance,
      as
      the case may be, with respect to such Securities.

     

    Section
      403.   Defeasance
      Upon Deposit of Moneys or Government Obligations.

     

    At
      the
      Guarantor’s option, either (a) the Company and the Guarantor shall each be
      deemed to have been Discharged (as defined below) from its respective
      obligations with respect to any series of Securities on the 91st day after
      the
      applicable conditions set forth below have been satisfied or (b) the
      Company and the Guarantor shall cease to be under any obligation to comply
      with
      any term, provision or condition set forth in Sections 801 

     

    


    
      
        
          
          

        

        
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    or
      802 or
      any covenant set forth in any indenture supplemental to this Indenture or
      otherwise established pursuant to Section 301 and noncompliance with such
      Sections or covenants shall not give rise to any Event of Default under Section
      501(4) or under Section 501(7) (“Covenant Defeasance”), with respect to any
      series of Securities at any time after the applicable conditions set forth
      below
      have been satisfied:

     

    
          (1)  the
        Company or the Guarantor shall have deposited or caused to be deposited
        irrevocably with the Trustee or its agent as trust funds in trust, specifically
        pledged as security for, and dedicated solely to, the benefit of the Holders
        of
        the Securities of such series (i) money in an amount, or
        (ii) Government Obligations of the government in the currency of which the
        Securities of such series are denominated which through the payment of interest
        and principal in respect thereof in accordance with their terms will provide,
        not later than the due date of any payment, money in an amount, or (iii)
        a
        combination of (i) and (ii), sufficient, in the opinion (with respect to
        (ii)
        and (iii)) of a nationally recognized firm of independent public accountants
        expressed in a written certification thereof delivered to the Trustee, to
        pay
        and discharge each installment of principal (including mandatory sinking
        fund
        payments) of and interest on, the outstanding Securities of such series on
        the
        dates such installments of interest or principal are due or to and including
        the
        Redemption Date irrevocably designated by the Guarantor pursuant to subparagraph
        (5) hereof;

       

          (2)  if
        the
        Securities of such series are then listed on the New York Stock Exchange,
        the
        Company or the Guarantor shall have delivered to the Trustee an Opinion of
        Counsel to the effect that the exercise of the option under this Section
        403
        would not cause such Securities to be delisted;

       

          (3)  no
        Event
        of Default or event which with notice or lapse of time would become an Event
        of
        Default under Section 501(1), (2), (3), (5) or (6) with respect to the
        Securities of such series shall have occurred and be continuing on the date
        of
        such deposit;

       

          (4)  the
        Company or the Guarantor shall have delivered to the Trustee an Opinion of
        Counsel to the effect that holders of the Securities of such series will
        not
        recognize income, gain or loss for Federal income tax purposes as a result
        of
        the exercise of the option under this Section 403 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 option had not been exercised, and, in the
        case
        of Securities being Discharged, such opinion shall be accompanied by a private
        letter ruling to that effect received from the United States Internal Revenue
        Service or a revenue ruling pertaining to a comparable form of transaction
        to
        that effect published by the United States Internal Revenue
        Service;

       

          (5)  if
        the
        Company or the Guarantor has deposited or caused to be deposited money or
        Government Obligations to pay or discharge the principal of (and premium,
        if
        any) and interest on the Outstanding Securities of a series to and including
        a
        Redemption Date pursuant to subparagraph (1) hereof, such 

    

     

    


    
      
        
          
          

        

        
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    Redemption
      Date shall be irrevocably designated by a Board Resolution delivered to the
      Trustee on or prior to the date of deposit of such money or Government
      Obligations and such Board Resolution shall be accompanied by an irrevocable
      Company Request that the Trustee give notice of such redemption in the name
      and
      at the expense of the Company not less than 30 nor more than 60 days prior
      to such Redemption Date in accordance with Section 1104; and

     

        (6)  the
      Company or the Guarantor shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
      precedent with respect to such Discharge or Covenant Defeasance have been
      complied with.

     

    “Discharged”
      means that the Company and Guarantor shall be deemed to have paid and discharged
      the entire indebtedness represented by, and obligations under, the Securities
      of
      such series and the Guarantees endorsed thereon and to have satisfied all the
      obligations under this Indenture relating to the Securities of such series
      and
      the Guarantees endorsed thereon (and the Trustee, at the expense of the Company,
      shall execute proper instruments acknowledging the same), except (A) the
      rights of holders of Securities of such series to receive, from the trust fund
      described in clause (1) above payment of the principal of and the interest
      on such Securities when such payments are due; (B) the Company’s or the
      Guarantor’s obligations, as the case may be, with respect to such Securities
      under Sections 305, 306, 1002, 1005 and 1006; and (C) the rights, powers,
      trusts, duties and immunities of the Trustee hereunder.

     

    Notwithstanding
      any Covenant Defeasance with respect to Sections 801 and 802, any
      corporation or Person that would otherwise have been required to assume the
      obligations of the Company or the Guarantor pursuant to said Sections shall
      be
      required, as a condition to any merger, consolidation, amalgamation, transfer,
      conveyance or lease contemplated thereby, to assume the obligations of the
      Company or the Guarantor, as the case may be, to the Trustee under
      Sections 402 and 607.

     

    ARTICLE
      FIVE

     

    REMEDIES

     

    Section
      501.   Events
      of
      Default.

     

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

     

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

       

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

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

       

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

       

          (4)  default
        in the performance, or breach, of any covenant or warranty of the Company
        or the
        Guarantor in this Indenture (other than a covenant or warranty a default
        in
        whose performance or whose breach is elsewhere in this Section specifically
        dealt with or which has expressly been included in this Indenture solely
        for the
        benefit of series of Securities other than that series), and continuance
        of such
        default or breach for a period of 90 days after there has been given, by
        registered or certified mail, to the Company and the Guarantor by the Trustee
        or
        to the Company, the Guarantor and the Trustee by the Holders of at least
        25% in
        principal amount of the Outstanding Securities of that series a written notice
        specifying such default or breach and requiring it to be remedied and stating
        that such notice is a “Notice of Default” hereunder; or

       

          (5)  the
        entry
        by a court having jurisdiction in the premises of (A) a decree or order for
        relief in respect of the Company or the Guarantor in an involuntary case
        or
        proceeding under any applicable bankruptcy, insolvency, reorganization or
        other
        similar law or (B) a decree or order adjudging the Company or the Guarantor
        a bankrupt or insolvent, or approving as properly filed a petition filed
        against
        the Company or the Guarantor seeking reorganization, arrangement, adjustment
        or
        composition of or in respect of the Company or the Guarantor under any
        applicable law, or appointing without the consent of the Company or the
        Guarantor a custodian, receiver, liquidator, assignee, trustee, sequestrate
        or
        other similar official of the Company or the Guarantor or of the whole or
        substantially all of its property, or ordering the winding up or liquidation
        of
        its affairs, and the continuance of any such decree or order for relief or
        any
        such other decree or order unstayed and in effect for a period of 90 consecutive
        days; 

       

          (6)  the
        commencement by the Company or the Guarantor of a voluntary case or proceeding
        under any applicable bankruptcy, insolvency, reorganization or other similar
        law
        or of any other case or proceeding to be adjudicated a bankrupt or insolvent,
        or
        the consent by it to the entry of a decree or order for relief in respect
        of the
        Company or the Guarantor in an involuntary case or proceeding under any
        applicable bankruptcy, insolvency, reorganization or other similar law or
        to the
        commencement of any bankruptcy or insolvency case or proceeding against it,
        or
        the filing by it of a petition or answer or consent seeking reorganization
        or
        relief under any applicable bankruptcy, insolvency, reorganization or other
        similar law, or the consent by it to the filing of such petition or to the
        appointment of or taking possession by a custodian, receiver, liquidator,
        assignee, trustee, sequestrater or similar official of the Company or the
        Guarantor or of the whole or substantially all of its property, or the making
        by
        it of an assignment for the benefit of creditors, or the admission by it
        in
        writing of 

    

     

    


    
      
        
          
          

        

        
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    its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the Company or the Guarantor in furtherance of any such
      action; or

     

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

     

    Upon
      receipt by the Trustee of any Notice of Default pursuant to this Section 501,
      (i) with respect to Securities of a series all or part of which is
      represented by a Global Security, a record date shall be established, which
      record date shall be at the close of business on the day the Trustee receives
      such Notice of Default, and (ii) with respect to any other series of
      Securities, the Trustee may, but shall not be obligated to, establish a record
      date, in each case for the purpose of determining Holders of Outstanding
      Securities of such series entitled to join in such Notice of Default. If such
      record date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to join in such Notice of
      Default, whether or not such Holders remain Holders after such record date;
      provided,
      however,
      that
      unless Holders of at least the requisite principal amount (which amount shall
      be
      25% in the case of subclause (4) of this Section) of the Outstanding Securities
      of such series, or their proxies, shall have joined in such Notice of Default
      prior to the day which is 90 days after such record date, such Notice of
      Default and the Act of Holders, or their proxies, joining in such Notice of
      Default shall automatically and without further action by any Holders be
      cancelled and of no effect. Nothing in this paragraph shall prevent a Holder,
      or
      a proxy of a Holder, from giving, (i) after expiration of such 90-day
      period, a new Notice of Default to the same effect as that cancelled pursuant
      to
      the proviso to the preceding sentence, or (ii) during any such 90-day
      period in respect of any Notice of Default with respect to a prospective Event
      of Default with respect to Securities of such series, an additional Notice
      of
      Default with respect to any other prospective Event of Default (other than
      a
      prospective Event of Default as to which such a 90-day period has not expired)
      with respect to Securities of such series, in either of which events a new
      record date shall or may, as the case may be, be established pursuant to the
      provisions of this Section 501 in respect of such new or additional Notice
      of
      Default.

     

    Section
      502.   Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default with respect to Securities of any series at the time
      Outstanding occurs and is continuing, then in every such case the Trustee or
      the
      Holders of not less than 25% in principal amount of the Outstanding Securities
      of that series may declare the principal amount (or, if the Securities of that
      series are Original Issue Discount Securities, such portion of the principal
      amount as may be specified in the terms of that series) of all of the Securities
      of that series to be due and payable immediately, by a notice in writing to
      the
      Company and the Guarantor (and to the Trustee if given by Holders), and upon
      any
      such declaration such principal amount (or specified amount) shall become
      immediately due and payable.

     

    At
      any
      time after such a declaration of acceleration with respect to Securities of
      any
      series has been made and before a judgment or decree for payment of the money
      due 

     

     

    
      
        
        

      

      
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    has
      been
      obtained by the Trustee as hereinafter in this Article provided, the Holders
      of
      a majority in principal amount of the Outstanding Securities of that series,
      by
      written notice to the Company, the Guarantor and the Trustee, may rescind and
      annul such declaration and its consequences if

     

    
          (1)  the
        Company or the Guarantor has paid or deposited with the Trustee a sum sufficient
        to pay

    

     

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

       

      (B)  the
        principal of (and premium, if any, on) any Securities of that series which
        have
        become due otherwise than by such declaration of acceleration and interest
        thereon at the rate or rates prescribed therefor in such
        Securities,

       

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

       

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

       

      and

    

     

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

     

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

     

    Upon
      receipt by the Trustee of any written notice declaring such an acceleration,
      or
      rescission and annulment thereof, (i) with respect to Securities of a
      series all or part of which is represented by a Global Security, a record date
      shall be established, which record date shall be at the close of business on
      the
      day the Trustee receives such notice, and (ii) with respect to any other
      series of Securities, the Trustee may, but shall not be. obligated to, establish
      a record date, in each case for the purpose of determining Holders of
      Outstanding Securities of such series entitled to join in such notice. If such
      record date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to join in such notice,
      whether or not such Holders remain Holders after such record date; provided,
      however,
      that
      unless such declaration of acceleration, or rescission and annulment, as the
      case may be, shall have become effective by virtue of the requisite percentage
      having joined in such notice prior to the day which is 90 days after such
      record date, such notice of declaration of acceleration, or rescission and
      annulment, as the case may be, and the Act of Holders, or their proxies, joining
      in such notice shall automatically and without further action by any Holders
      be


     

     

     

    
      
        
        

      

      
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    cancelled
      and of no effect. Nothing in this paragraph shall prevent a Holder, or a proxy
      of a Holder, of Securities of any series from giving, (i) after expiration
      of such 90-day period, a new written notice of declaration of acceleration,
      or
      rescission and annulment thereof, as the case may be, to the same effect as
      that
      cancelled pursuant to the proviso to the preceding sentence, or (ii) during
      any such 90-day period in respect of any written notice of declaration of
      acceleration or rescission and annulment thereof, as the case may be, with
      respect to any Event of Default with respect to Securities of such series,
      an
      additional written notice of declaration of acceleration, or rescission and
      annulment thereof, as the case may be, with respect to any other Event of
      Default (other than an Event of Default as to which such a 90-day period has
      not
      expired) with respect to Securities of such series, in either of which events
      a
      new record date shall or may, as the case may be, be established pursuant to
      the
      provisions of this Section 502 in respect of such new or additional written
      notice.

     

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

     

    The
      Company covenants that if

     

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

       

          (2)  default
        is made in the payment of the principal of (or premium, if any, on) any Security
        at the Maturity thereof,

    

     

    the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities for principal (and premium, if any) and interest, and, to the extent
      that payment of such interest shall be legally enforceable, interest on any
      overdue principal (and premium, if any) and on any overdue interest, at the
      rate
      or rates prescribed therefor in such Securities, and, in addition thereto,
      such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of the Trustee, its agents and counsel.

     

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

     

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

     

    


    
      
        
          
          

        

        
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    Indenture
      or in aid of the exercise of any power granted herein, or to enforce any other
      proper remedy.

     

    Section
      504.   Trustee
      May File Proofs of Claim.

     

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

     

        (i)  to
      file
      and prove a claim for the whole amount of principal (and premium, if any) and
      interest owing and unpaid in respect of the Securities in accordance with the
      terms thereof and to file such other papers or documents as may be necessary
      or
      advisable in order to have the claims of the Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel) and of the Holders allowed in such judicial
      proceeding, and

     

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

     

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

     

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Holder any plan of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding.

     

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

     

    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, after provision
      for the payment of the reasonable 

     

    


    
      
        
          
          

        

        
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    compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel,
      be
      for the ratable benefit of the Holders of the Securities in respect of which
      such judgment has been recovered.

     

    Section
      506.   Application
      of Money Collected.

     

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

     

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

     

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

     

    Section
      507.   Limitation
      on Suits.

     

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

     

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

      
         

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

         

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

         

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

         

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

      

    

     

    it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to 

     

    


    
      
        
          
          

        

        
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    affect,
      disturb or prejudice the rights of any other of such Holders, or to obtain
      or to
      seek to obtain priority or preference over any other of such Holders or to
      enforce any right under this Indenture, except in the manner herein provided
      and
      for the equal and ratable benefit of all of such Holders.

     

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

     

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

     

    Section
      509.   Restoration
      of Rights and Remedies.

     

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

     

    Section
      510.   Rights
      and Remedies Cumulative.

     

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

     

    Section
      511.   Delay
      or
      Omission Not Waiver.

     

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

     

    Section
      512.   Control
      by Holders.

     

    The
      Holders of a majority in principal amount of the Outstanding Securities of
      any
      series shall have the right to direct the time, method and place of conducting
      any 

     

    


    
      
        
          
          

        

        
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    proceeding
      for any remedy available to the Trustee, or exercising any trust or power
      conferred on the Trustee, with respect to the Securities of such series,
provided
      that

        

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

         

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

         

            (3)  subject
          to the provisions of Section 601, the Trustee shall have the right to decline
          to
          follow any such direction if the Trustee in good faith shall, by a Responsible
          Officer or Officers of the Trustee, determine that the proceeding so directed
          would involve the Trustee in personal liability.

      

    

     

    Upon
      receipt by the Trustee of any written notice directing the time, method or
      place
      of conducting any such proceeding or exercising any such trust or power,
      (i) with respect to Securities of a series all or part of which is
      represented by a Global Security, a record date shall be established, which
      record date shall be at the close of business on the day the Trustee receives
      such notice, and (ii) with respect to any other series of Securities, the
      Trustee may, but shall not be obligated to, establish a record date, in each
      case for the purpose of determining Holders of Outstanding Securities of such
      series entitled to join in such notice. If such record date is fixed, the
      Holders on such record date, or their duly designated proxies, and only such
      Persons, shall be entitled to join in such notice, whether or not such Holders
      remain Holders after such record date; provided,
      however,
      that
      unless the Holders of not less than a majority in principal amount of the
      Outstanding Securities of such series shall have joined in such notice prior
      to
      the date which is 90 days after such record date, such notice and the Act of
      Holders, or their proxies, joining in such notice shall automatically and
      without further action by any Holders be cancelled and of no effect. Nothing
      in
      this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
      (i) after expiration of such 90-day period, a new notice to the same effect
      as that cancelled pursuant to the proviso to the preceding sentence, or
      (ii) during any such 90-day period in respect of any notice, a new notice
      giving directions contrary to or otherwise different from such notice in either
      of which events a new record date shall or may, as the case may be, be
      established pursuant to the provisions of this Section 512 in respect of such
      new notice.

     

    Section
      513.   Waiver
      of
      Past Defaults.

     

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

     

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

         

         

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

         

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

      

    

     

    With
      respect to any series of Securities, the Company may, but shall not be obligated
      to, establish a record date for the purpose of determining the Persons entitled
      to waive any past default hereunder. If a record date is fixed, the Holders
      on
      such record date, or their duly designated proxies, and only such Persons,
      shall
      be entitled to waive any default hereunder, whether or not such Holders remain
      Holders after such record date; provided,
      however,
      that
      unless such Holders of not less than a majority in principal amount of the
      Outstanding Securities of such series shall have waived such default prior
      to
      the date which is 90 days after such record date, any such waiver
      previously given shall automatically and without further action by any Holder
      be
      cancelled and of no effect.

     

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

     

    Section
      514.   Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken,
      suffered or omitted by it as Trustee, the filing by any party litigant in such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, in the manner and to the extent provided
      in the Trust Indenture Act; provided that neither this Section nor the Trust
      Indenture Act shall be deemed to authorize any court to require such an
      undertaking or to make such an assessment in any suit instituted by the Company,
      the Guarantor or the Trustee.

     

    Section
      515.   Waiver
      of
      Stay or Extension Laws.

     

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

     

     

    
      
        
        

      

      
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    ARTICLE
      SIX

     

    THE
      TRUSTEE

     

    Section
      601.   Certain
      Duties and Responsibilities.

     

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

     

    Section
      602.   Notice
      of
      Defaults.

     

    Within
      90 days after the occurrence known to the Trustee of any default hereunder
      with respect to the Securities of any series, the Trustee shall transmit by
      mail
      to all Holders of Securities of such series, as their names and addresses appear
      in the Security Register, notice of all such defaults hereunder, unless such
      default shall have been cured or waived provided,
      however,
      that,
      except in the case of a default in the payment of the principal of (or premium,
      if any) or interest on any Security of such series or in the payment of any
      sinking fund installment with respect to Securities of such series, the Trustee
      shall be protected in withholding such notice if and so long as the board of
      directors, the executive committee or a trust committee of directors or
      Responsible Officers of the Trustee in good faith determine that the withholding
      of such notice is in the interest of the Holders of Securities of such series;
      and provided,
      further,
      that,
      in the case of any default of the character specified in Section 501(4) with
      respect to Securities of such series, no such notice to Holders shall be given
      until at least 30 days after the occurrence thereof. For the purpose of
      this Section, the term “default” means any event which is, or after notice or
      lapse of time or both would become, an Event of Default with respect to
      Securities of such series.

     

    Section
      603.   Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 601:

     

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

     

        (b)  any
      request or direction of the Company or the Guarantor mentioned herein shall
      be
      sufficiently evidenced by a Company Request or 

     

    


    
      
        
          
          

        

        
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    Company
      Order and any resolution of the Board of Directors of the Company or the
      Guarantor shall be sufficiently evidenced by a Board Resolution;

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company
      or the Guarantor, and the Trustee or any Authenticating Agent assumes no
      responsibility for their correctness. The Trustee makes no representations
      as to
      the validity or sufficiency of this Indenture or of the Securities. The Trustee
      or any Authenticating Agent shall not be accountable for the use or application
      by the Company of Securities or the proceeds thereof.

     

    Section
      605.   May
      Hold
      Securities.

     

    


    
      
        
          
          

        

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

     

    Section
      606.   Money
      Held in Trust.

     

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

     

    Section
      607.   Compensation
      and Reimbursement.

     

    The
      Company and the Guarantor agree

    
       

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

       

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

       

          (3)  to
        indemnify the Trustee for, and to hold it harmless against, any loss, liability
        or expense incurred without negligence or bad faith on its part, arising
        out of
        or in connection with the acceptance or administration of the trust or trusts
        hereunder, including the costs and expenses of defending itself against (but
        not
        of instituting) any claim or liability in connection with the exercise or
        performance of any of its powers or duties hereunder.

    

     

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

     

    The
      obligations of the Company and the Guarantor under this Section shall be joint
      and several.

     

    The
      provisions of this Section shall survive the satisfaction and discharge of
      this
      Indenture.

     

     

    
      
        
        

      

      
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    Section
      608.   Disqualification;
      Conflicting Interests.

     

    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall, as soon as practicable and in any event
      within 90 days after ascertaining that it has such conflicting interest, and
      if
      the Event of Default (as defined in Section 501 hereof) to which such
      conflicting interest relates has not been cured or duly waived or otherwise
      eliminated before the end of such 90-day period, either eliminate such
      conflicting interest or resign to the extent and in the manner provided by,
      and
      subject to the provisions of, the Trust Indenture Act and this Indenture. To
      the
      extent permitted by such Act, the Trustee shall not be deemed to have a
      conflicting interest by virtue of being a trustee under this Indenture with
      respect to Securities of more than one series or by virtue of being a trustee
      under this Indenture and under any indenture listed in Annex A
      hereto.

     

    Section
      609.   Corporate
      Trustee Required; Eligibility.

     

    There
      shall at all times be one and only one Trustee hereunder with respect to the
      Securities of each series, which may be a Trustee hereunder for Securities
      of
      one or more other series. Each Trustee shall be a Person that is eligible
      pursuant to the Trust Indenture Act to act as such, and has a combined capital
      and surplus of at least $50,000,000, subject to supervision or examination
      by
      Federal or state authority. If such Person publishes reports of condition at
      least annually, pursuant to law or to the requirements of said supervising
      or
      examining authority, then for the purposes of this Section and to the extent
      permitted by the Trust Indenture Act, the combined capital and surplus of such
      Person shall be deemed to be its combined capital and surplus as set forth
      in
      its most recent report of condition so published. If at any time the Trustee
      with respect to the Securities of any series shall cease to be eligible in
      accordance with the provisions of this Section, it shall resign immediately
      in
      the manner and with the effect hereinafter specified in this
      Article.

     

    Section
      610.   Resignation
      and Removal; Appointment of Successor.

     

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

     

    (b)
        The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 611 shall not have been
      delivered to the Trustee within 30 days after the giving of such notice of
      resignation, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to the
      Securities of such series.

     

    (c)
        In
      accordance with the requirements of Section 315(e) of the Trust Indenture Act,
      the Trustee may be removed at any time with respect to the Securities of any
      series by Act of the Holders of a majority in principal amount of the
      Outstanding Securities of 

     

    


    
      
        
          
          

        

        
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    such
      series, delivered to the Trustee and to the Company and the
      Guarantor.

     

    (d)
        If
      at any
      time:

    
       

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

       

          (2)  the
        Trustee shall cease to be eligible under Section 609 and shall fail to resign
        after written request therefor by the Company or the Guarantor or by any
        such
        Holder, or

       

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

    

     

    then,
      in
      any such case, (i) the Company by a Board Resolution may remove the Trustee
      with
      respect to all Securities, or (ii) subject to Section 514, any Holder who has
      been a bona fide Holder of a Security for at least six months may, subject
      to
      the requirements of the Trust Indenture Act on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for the removal
      of the Trustee with respect to all Securities and the appointment of a successor
      Trustee or Trustees.

     

    (e) If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, with respect to the
      Securities of one or more series, the Company, by a Board Resolution, shall
      promptly appoint a successor Trustee or Trustees with respect to the Securities
      of that or those series (it being understood that any such successor Trustee
      may
      be appointed with respect to the Securities of one or more or all of such series
      and that at any time there shall be only one Trustee with respect to the
      Securities of any particular series) and shall comply with the applicable
      requirements of Section 611. If, within one year after such resignation, removal
      or incapability, or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of any series shall be appointed by Act of the Holders
      of a majority in principal amount of the Outstanding Securities of such series
      delivered to the Company and the Guarantor and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of such
      appointment in accordance with the applicable requirements of Section 611,
      become the successor Trustee with respect to the Securities of such series
      and
      to that extent supersede the successor Trustee appointed by the Company. If
      no
      successor Trustee with respect to the Securities of any series shall have been
      so appointed by the Company or the Holders and accepted appointment in the
      manner required by Section 611, any Holder who has been a bona fide Holder
      of a
      Security of such series for at least six months may, on behalf of himself and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the appointment of a successor Trustee with respect to the Securities of such
      series.

     

    


    
      
        
          
          

        

        
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    (f) The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series by mailing written notice
      of such event by first-class mail, postage prepaid, to all Holders of Securities
      of such series as their names and addresses appear in the Security Register.
      Each notice shall include the name of the successor Trustee with respect to
      the
      Securities of such series and the address of its Corporate Trust
      Office.

     

    Section
      611.   Acceptance
      of Appointment by Successor.

     

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

     

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

     

    


    
      
        
          
          

        

        
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    property
      and money held by such retiring Trustee hereunder with respect to the Securities
      of that or those series to which the appointment of such successor Trustee
      relates.

     

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

     

    (d)
        No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under the
      requirements of the Trust Indenture Act.

     

    Section
      612.   Merger,
      Consolidation or Succession to Business.

     

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

     

    Section
      613.   Preferential
      Collection of Claims Against Company.

     

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

     

    Section
      614.   Appointment
      of Authenticating Agent.

     

    At
      any
      time when any of the Securities remain Outstanding the Trustee may appoint
      an
      Authenticating Agent or Agents with respect to one or more series of Securities
      which shall be authorized to act on behalf of the Trustee to authenticate
      Securities of such series issued upon exchange, registration of transfer or
      partial redemption thereof or pursuant to Section 306, and Securities so
      authenticated shall be entitled to the benefits of this Indenture and shall
      be
      valid and obligatory for all purposes as if authenticated by the Trustee
      hereunder. Wherever reference is made in this Indenture to the authentication
      and delivery of Securities by the Trustee or the Trustee’s certificate of
      authentication, such reference shall be deemed to include authentication and
      delivery on behalf of the Trustee by an Authenticating Agent and a certificate
      of authentication executed on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be acceptable to the Company and shall at all
      times be a corporation organized and doing business under the laws of the United
      States of America, 

     

    


    
      
        
          
          

        

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

     

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

     

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

     

    The
      Company and the Guarantor agree to pay to each Authenticating Agent from time
      to
      time reasonable compensation for its services under this Section.

     

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

     

    


    
      
        
          
          

        

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

     

     

     

    
      	 	
                                [●],

                              As
                Trustee

            
	 	 
	By 	 
	 	
              As
                Authenticating Agent

            
	 	 
	By 	 
	
               

            	
              Authorized
                Signatory

            


    

     

     

    ARTICLE
      SEVEN

     

    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

     

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

     

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

     

        (a)  semi-annually,
      not more than 15 days after each Regular Record Date for any series of
      Securities at the time Outstanding (or after each of the dates to be specified
      for such purpose for non-interest bearing Securities as contemplated by Section
      301), a list, in such form as the Trustee may reasonably require of
      the
      names and addresses of the Holders of Securities of such series as of such
      Regular Record Date, and

     

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

     

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

     

    Section
      702.   Preservation
      of Information; Communications to Holders.

     

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

     

        (b)
        The
      rights of Holders to communicate with other Holders with respect to their


     

    


    
      
        
          
          

        

        
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    rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided by the Trust Indenture
      Act.

     

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

     

    Section
      703.   Reports
      by Trustee.

     

        (a)
        The
      Trustee shall, within 60 days after each January 15 following the date of
      this Indenture, transmit annually by mail to all Holders, as their names and
      addresses appear in the Security Register, a brief report with respect to any
      of
      the following events which may have occurred within the previous 12 months
      (but
      if no such event has occurred within such period, no such report need be
      transmitted):

    
          

          (1)  any
        change to its eligibility under Section 609 and its qualifications under
        Section
        608;

       

          (2)  the
        creation of or any material change to a relationship specified in
        Section 3l0(b)(l) through Section 3l0(b)(l0) of the Trust Indenture
        Act;

       

           (3)  the
        character and amount of any advances (and if the Trustee elects so to state,
        the
        circumstances surrounding the making thereof) made by the Trustee (as such)
        which remain unpaid on the date of such report, and for the reimbursement
        of
        which it claims or may claim a lien or charge, prior to that of the Securities,
        on any property or funds held or collected by it as Trustee, except that
        the
        Trustee shall not be required (but may elect) to report such advances to
        the
        Holders of Securities of any series if such advances so remaining unpaid
        aggregate not more than 1⁄2 of 1% of the principal amount of the Securities of
        such series Outstanding on the date of such report;

       

          (4)  any
        change to the amount, interest rate and maturity date of all other indebtedness
        owing by the Company or the Guarantor (or by any other obligor on the
        Securities) to the Trustee in its individual capacity, on the date of such
        report, with a brief description of any property held as collateral security
        therefor, except an indebtedness based upon a creditor relationship arising
        in
        any manner described in Section 311(b) (2), (3), (4) or (6) of the Trust
        Indenture Act;

       

          (5)  any
        change to the property and funds, if any, physically in the possession of
        the
        Trustee as such on the date of such report;

       

          (6)  any
        additional issue of Securities which the Trustee has not previously reported;
        and

       

          (7)  any
        action taken by the Trustee in the performance of its duties hereunder which
        it
        has not previously reported and which in its opinion materially


    

     

    


    
      
        
          
          

        

        
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    affects
      the Securities, except action in respect of a default, notice of which has
      been
      or is to be withheld by the Trustee in accordance with Section 602.

     

    (b) The
      Trustee shall transmit by mail to all Holders, as their names and addresses
      appear in the Security Register, a brief report with respect to the character
      and amount of any advances (and if the Trustee elects so to state, the
      circumstances surrounding the making thereof) made by the Trustee (as such)
      since the date of the last report transmitted pursuant to Subsection (a) of
      this
      Section (or if no such report has yet been so transmitted, since the date of
      execution of this instrument) for the reimbursement of which it claims or may
      claim a lien or charge, prior to that of the Securities, on property or funds
      held or collected by it as Trustee and which it has not previously reported
      pursuant to this Subsection, except that the Trustee shall not be required
      (but
      may elect) to report such advances to the Holders of Securities of any series
      if
      such advances remaining unpaid at any time aggregate 10% or less of the
      principal amount of the Securities of such series Outstanding at such time,
      such
      report to be transmitted within 90 days after such time.

     

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

     

    Section
      704.   Reports
      by Company and Guarantor.

     

    The
      Company and the Guarantor shall:

     

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

       

          (2)  file
        with
        the Trustee and the Commission, such information, documents and other reports,
        and such summaries thereof, as may be required pursuant to the Trust Indenture
        Act at the times and in the manner provided in such Act; and

       

       

       

      
        
          
          

        

        
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          (3)  transmit
        by mail to all Holders, as their names and addresses appear in the Security
        Register, within 30 days after the filing thereof with the Trustee, such
        summaries of any information, documents and reports required to be filed
        by the
        Company or the Guarantor, as the case may be, pursuant to paragraphs (1)
        and (2) of this Section as may be required by rules and regulations prescribed
        from time to time by the Commission.

    

     

    ARTICLE
      EIGHT

     

    CONSOLIDATION,
      AMALGAMATION, MERGER, CONVEYANCE, 

    TRANSFER
      OR LEASE

     

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

     

    Neither
      the Company nor the Guarantor shall consolidate with or amalgamate with or
      merge
      into any other corporation or convey, transfer or lease its properties and
      assets substantially as an entirety to any Person, and neither the Company
      nor
      the Guarantor shall permit any Person to consolidate or amalgamate with or
      merge
      into it nor shall the Company permit any Person to convey, transfer or lease
      its
      properties and assets substantially as an entirety to the Company,
      unless:

     

     

        (1)  in
      case
      the Company or the Guarantor shall consolidate or amalgamate with or merge
      into
      another corporation or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the corporation formed by such
      consolidation or amalgamation or into which the Company or the Guarantor is
      merged or the Person which acquires by conveyance or transfer, or which leases,
      the properties and assets of the Company or the Guarantor substantially as
      an
      entirety shall be a corporation organized and existing under the laws of the
      United States or a political subdivision thereof and shall expressly assume,
      by
      an indenture supplemental hereto, executed and delivered to the Trustee, in
      form
      satisfactory to the Trustee, in the case of the Company, the due and punctual
      payment of the principal of (and premium, if any) and interest on all the
      Securities and the performance of every covenant of this Indenture on the part
      of the Company to be performed or observed, and, in the case of the Guarantor,
      the due and punctual performance of the Guarantees and the performance of every
      covenant of this Indenture on the part of the Guarantor to be performed or
      observed;

     

        (2)  immediately
      after giving effect to such transaction and treating any indebtedness which
      becomes an obligation of the Company or the Guarantor, as the case may be,
      or
      any of its Subsidiaries as a result of such transaction as having been incurred
      by the Company or the Guarantor, as the case may be, or such Subsidiary at
      the
      time of such transaction, no Event of Default, and no event which, after notice
      or lapse of time or both, would become an Event of Default, shall have happened
      and be continuing; and

     

     

     

    
      
        
        

      

      
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        (3)  the
      Company or the Guarantor, as the case may be, has delivered to the Trustee
      an
      Officers’ Certificate and an Opinion of Counsel, each stating that such
      consolidation, amalgamation, merger, conveyance, transfer or lease and, if
      a
      supplemental indenture is required in connection with such transaction, such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been complied
      with.

     

    Section
      802.   Successor
      Corporation Substituted.

     

    Upon
      any
      consolidation or amalgamation by the Company or the Guarantor, as the case
      may
      be, with or merger by the Company or the Guarantor, as the case may be, into
      any
      other corporation or any conveyance, transfer or lease of the properties and
      assets of the Company or the Guarantor, as the case may be, substantially as
      an
      entirety in accordance with Section 801, the successor corporation formed by
      such consolidation or amalgamation or into which the Company or the Guarantor,
      as the case may be, is merged or to which such conveyance, transfer or lease
      is
      made shall succeed to, and be substituted for, and may exercise every right
      and
      power of, the Company or the Guarantor, as the case may be, under this Indenture
      with the same effect as if such successor corporation had been named as the
      Company or the Guarantor, as the case may be, herein, and thereafter, except
      in
      the case of a lease, the predecessor corporation shall be relieved of all
      obligations and covenants under this Indenture and the Securities or the
      Guarantees, as the case may be.

     

    ARTICLE
      NINE

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      901.   Supplemental
      Indentures Without Consent of Holders.

     

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

     

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

     

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

     

        (3)  to
      add
      any additional Events of Default for the benefit of the Holders of all or any
      series of Securities (and if such additional Events of Default are to be for
      the
      benefit of less than all series of Securities, stating that such 

     

    


    
      
        
          
          

        

        
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    additional
      Events of Default are expressly being included solely for the benefit of such
      series); or

     

        (4)  to
      add
      any additional present, future or contingent payment obligation of the Guarantor
      under any Guarantee for the benefit of the Holders of all or any series of
      Securities (and if such additional payment obligations are to be for the benefit
      of less than all series of Securities, stating that such additional payment
      obligations are expressly being included solely for the benefit of such series);
      or

     

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

     

        (6)  to
      add
      to, change or eliminate any of the provisions of this Indenture in respect
      of
      one or more series of Securities, provided,
      however,
      that
      any such addition, change or elimination shall become effective only when there
      is no Security Outstanding of any series created prior to the execution of
      such
      supplemental indenture which is entitled to the benefit of such provision;
      or

     

        (7)  to
      establish the form or terms of Securities of any series or the form of
      Guarantees as permitted by Sections 201 and 301; or

     

        (8)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series and to add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 611(b); or

     

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

     

    Section
      902.   Supplemental
      Indentures with Consent of Holders.

     

    With
      the
      consent of the Holders of not less than a majority in principal amount of the
      Outstanding Securities of each series affected by such supplemental indenture,
      by Act of said Holders delivered to the Company, the Guarantor and the Trustee,
      the Company, when authorized by a Board Resolution, the Guarantor, when
      authorized by or pursuant to a Board Resolution, and the Trustee may enter
      into
      an indenture or indentures supplemental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture or of modifying in any manner the rights of the Holders of
      Securities of such series under this Indenture; 

     

     

    
      
        
        

      

      
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    provided,
      however,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Outstanding Security affected thereby,

     

        (1)  change
      the Stated Maturity of the principal of, or any installment of principal of
      or
      interest on, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof, or reduce
      the amount of the principal of an Original Issue Discount Security or any other
      Security that would be due and payable upon a declaration of acceleration of
      the
      Maturity thereof pursuant to Section 502, or change any Place of Payment where,
      or the coin or currency in which, any Security or any premium or the interest
      thereon is payable, or impair the right to institute suit for the enforcement
      of
      any such payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date), or

     

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

     

        (3)  modify
      any of the provisions of this Section, Section 513 or Section 1009, except
      to
      increase any such percentage or to provide that certain other provisions of
      this
      Indenture cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Security affected thereby, provided,
      however,
      that
      this clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and concomitant changes in
      this Section and Section 1009, or the deletion of this proviso, in accordance
      with the requirements of Sections 611(b) and 901(8), or

     

        (4)  change
      in
      any manner adverse to the interests of the Holders of Securities the terms
      and
      conditions of the obligations of the Guarantor in respect of the due and prompt
      payment of the principal thereof (and premium, if any) and interest thereon
      or
      any sinking fund payments provided in respect thereof.

     

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

     

    With
      respect to any series of Securities, the Company may, but shall not be obligated
      to, establish a record date for the purpose of determining the Persons entitled
      to consent to any indenture supplemental hereto. If a record date is fixed,
      the
      Holders on such record date, or their duly designated proxies, and only such
      Persons, shall be entitled to consent to such supplemental indenture, whether
      or
      not such Holders remain Holders after such record date; provided,
      however,
      that
      unless such consent shall have become 

     

    


    
      
        
          
          

        

        
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    effective
      by virtue of the requisite percentage having been obtained prior to the date
      which is 90 days after such record date, any such consent previously given
      shall
      automatically and without further action by any Holder be cancelled and of
      no
      effect.

     

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

     

    Section
      903.   Execution
      of Supplemental Indentures.

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Section 601) shall be fully protected in relying upon, an Opinion
      of
      Counsel stating that the execution of such supplemental indenture is authorized
      or permitted by this Indenture. The Trustee may, but shall not be obligated
      to,
      enter into any such supplemental indenture which affects the Trustee’s own
      rights, duties or immunities under this Indenture or otherwise.

     

    Section
      904.   Effect
      of
      Supplemental Indentures.

     

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

     

    Section
      905.   Conformity
      with Trust Indenture Act.

     

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

     

    Section
      906.   Reference
      in Securities to Supplemental Indentures.

     

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

     

    ARTICLE
      TEN

     

    PARTICULAR
      COVENANTS OF COMPANY AND GUARANTOR

     

    Section
      1001.   Payment
      of Principal, Premium and Interest by Company.

     

    


    
      
        
          
          

        

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

     

    Section
      1002.   Maintenance
      of Office or Agency by Company.

     

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

     

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

     

    Section
      1003.   Reserved.

     

    Section
      1004.   Reserved.

     

    Section
      1005.   Maintenance
      of Office or Agency by Guarantor.

     

    The
      Guarantor will maintain in each Place of Payment for any series of Securities
      an
      office or agency where Securities of that series may be presented or surrendered
      for payment under the Guarantees endorsed thereon and where notices and demands
      to or upon the Guarantor in respect of the Guarantees endorsed on the Securities
      of that series and this Indenture may be served. The Guarantor will give prompt
      written notice to the Trustee of the location, and any change in the location,
      of such office or agency. If at any time the Guarantor shall fail to maintain
      any such required office or agency or shall fail to furnish the Trustee with
      the
      address thereof, such presentations, surrenders, notices and demands may be
      made
      or served at the Corporate Trust Office of the Trustee, and the Guarantor hereby
      appoints the Trustee as its agent to receive all such presentations, surrenders,
      notices and demands.

     

    The
      Guarantor may also from time to time designate one or more other offices or
      agencies where the Securities of one or more series may be presented or
      surrendered for 

     

    


    
      
        
          
          

        

        
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    such
      purpose or where such notices or demands may be served and may from time to
      time
      rescind such designations; provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Guarantor of
      its
      obligation to maintain an office or agency in each Place of Payment for
      Securities of any series for such purposes. The Guarantor will give prompt
      written notice to the Trustee of any such designation or rescission and of
      any
      change in the location of any such other office or agency.

     

    Section
      1006.   Money
      for
      Securities Payments to Be Held in Trust.

     

    If
      the
      Company or the Guarantor shall at any time act as Paying Agent with respect
      to
      any series of Securities, it will, on or before each due date of the principal
      of (and premium, if any) or interest on any of the Securities of that series,
      segregate and hold in trust for the benefit of the Persons entitled thereto
      a
      sum sufficient to pay the principal (and premium, if any) or interest so
      becoming due until such sums shall be paid to such Persons or otherwise disposed
      of as herein provided and will promptly notify the Trustee of its action or
      failure so to act.

     

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

     

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

     

        (i)  comply
      with the provisions of the Trust Indenture Act applicable to it as a Paying
      Agent and 

     

        (ii)  during
      the continuance of any such default by the Company (or any other obligor on
      the
      Securities of that series) in the making of any payment in respect of the
      Securities of that series, upon the written request of the Trustee, forthwith
      pay to the Trustee all sums held in trust by such Paying Agent for payment
      in
      respect of the Securities of such series.

     

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

     

    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      or
      the Guarantor, in trust for the payment of the principal of (and premium, if
      

     

    


    
      
        
          
          

        

        
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    any)
      or
      interest on any Security of any series and remaining unclaimed for two years
      after such principal (and premium, if any) or interest has become due and
      payable shall be paid to the Company or the Guarantor, as the case may be,
      on
      Company Request, or (if then held by the Company or the Guarantor) shall be
      discharged from such trust; and the Holder of such Security shall thereafter,
      as
      an unsecured general creditor, look only to the Company and the Guarantor for
      payment thereof, and all liability of the Trustee or such Paying Agent with
      respect to such trust money, and all liability of the Company or the Guarantor
      as trustee thereof, shall thereupon cease; provided,
      however,
      that the
      Trustee or such Paying Agent, before being required to make any such repayment,
      may at the expense of the Company cause to be published once, in a newspaper
      published in the English language, customarily published on each Business Day
      and of general circulation in the Borough of Manhattan, The City of New York,
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      publication, any unclaimed balance of such money then remaining will be repaid
      to the Company or the Guarantor, as the case may be.

     

    Section
      1007.   Corporate
      Existence.

     

    Subject
      to Article Eight, the Company and the Guarantor will preserve and keep in full
      force and effect their respective corporate existences.

     

    Section
      1008.   Statement
      by Executive Officers as to Compliance.

     

    The
      Company and the Guarantor will each deliver to the Trustee, within 120 days
      after the end of each fiscal year of the Guarantor ending after the date hereof,
      an Executive Officer’s Certificate (which need not comply with the requirements
      of Section 102), stating whether or not to the best knowledge of the
      signers thereof the Company or the Guarantor, as the case may be, has complied
      with all conditions and covenants on their part contained in this Indenture,
      and
      if such signers have obtained knowledge of any default by the Company or the
      Guarantor in the performance, observance or fulfillment of any such condition
      or
      covenant, specifying all such defaults and the nature and status thereof of
      which they may have knowledge. For the purpose of this Section 1008, such
      compliance with the terms, conditions and covenants of the Indenture shall
      be
      determined without regard to any period of grace or requirement of notice
      provided hereunder.

     

    Section
      1009.   Waiver
      of
      Certain Covenants.

     

    The
      Company and the Guarantor may omit in any particular instance to comply with
      any
      term, provision or condition set forth in any covenant set forth in any
      indenture supplemental to this Indenture or otherwise established pursuant
      to
      Section 301 with respect to the Securities of any series or the Guarantees
      endorsed thereon if before the time for such compliance the Holders of at least
      a majority in principal amount of the Outstanding Securities of such series
      shall, by Act of such Holders, either waive such compliance in such instance
      or
      generally waive compliance with such term, provision or condition, but no such
      waiver shall extend to or affect such term, provision or condition except to
      the
      extent so expressly waived, and, until such waiver shall become effective,
      

     

    


    
      
        
          
          

        

        
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    the
      obligations of the Company and the Guarantor and the duties of the Trustee
      in
      respect of any such term, provision or condition shall remain in full force
      and
      effect.

     

    With
      respect to any series of Securities, the Company may, but shall not be obligated
      to, establish a record date for the purpose of
      determining
      the Persons entitled to waive any such term, provision or condition. If a record
      date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to waive any such term,
      provision or condition hereunder, whether or not such Holders remain Holders
      after such record date; provided,
      however,
      that
      unless the Holders of at least a majority in principal amount of the Outstanding
      Securities of such series shall have waived such term, provision or condition
      prior to the date which is 90 days after such record date, any such waiver
      previously given shall automatically and without further action by any Holder
      be
      cancelled and of no effect.

     

    Section
      1010.   Additional
      Amounts.

     

    Unless
      otherwise specified in any Board Resolution of the Company or the Guarantor
      establishing the terms of Securities of a series or the Guarantees relating
      thereto in accordance with Section 301, if any deduction or withholding for
      any
      present or future taxes, assessments or other governmental charges of the
      jurisdiction (or any political subdivision or taxing authority thereof or
      therein) in which the Company or the Guarantor is incorporated, shall at any
      time be required by such jurisdiction (or any such political subdivision or
      taxing authority) in respect of any amounts to be paid by the Company of
      principal of or interest on a Security of any series, or by the Guarantor under
      the Guarantees, the Company or the Guarantor, as the case may be, will pay
      to
      the Holder of a Security of such series such additional amounts as may be
      necessary in order that the net amounts paid to such Holder of such Security
      who, with respect to any such tax, assessment or other governmental charge,
      is
      not resident in such jurisdiction, after such deduction or withholding, shall
      be
      not less than the amounts specified in such Security to which such Holder is
      entitled; provided,
      however,
      that the
      Company or the Guarantor, as the case may be, shall not be required to make
      any
      payment of additional amounts (1) for or on account of any such tax, assessment
      or governmental charge imposed by the United States or any political subdivision
      or taxing authority thereof or therein or (2) for or on account of:


     

    (a)
        any
      tax,
      assessment or other governmental charge which would not have been imposed but
      for (i) the existence of any present or former connection between such Holder
      (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
      possessor of a power over, such Holder, if such Holder is an estate, trust,
      partnership or corporation) and the taxing jurisdiction or any political
      subdivision or territory or possession thereof or area subject to its
      jurisdiction, including, without limitation, such Holder (or such fiduciary,
      settlor, beneficiary, member, shareholder or possessor) being or having been
      a
      citizen or resident thereof or being or having been present or engaged in trade
      or business therein or having or having had a permanent establishment therein
      or
      (ii) the presentation of a Security of such series (where presentation is
      required) for payment on a date more than 30 days after the date on which such
      payment became due and payable or the date on which payment thereof is duly
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    later;
      

     

    (b)
        any
      estate, inheritance, gift, sale, transfer, personal property or similar tax,
      assessment or other governmental charge; 

     

    (c)
        any
      tax,
      assessment or other governmental charge which is payable otherwise than by
      withholding from payments of (or in respect of) principal of, or any interest
      on, the Securities of such series; 

     

    (d)
        any
      tax,
      assessment or other governmental charge that is imposed or withheld by reason
      of
      the failure by the Holder or the beneficial owner of the Security of such series
      (i) to provide information concerning the nationality, residence or identity
      of
      the Holder or such beneficial owner or (ii) to make any declaration or other
      similar claim or satisfy any information or reporting requirements, which,
      in
      the case of (i) or (ii), is required or imposed by a statute, treaty, regulation
      or administrative practice of the taxing jurisdiction as a precondition to
      exemption from all or part of such tax, assessment or other governmental charge;
      

     

    (e)
        any
      tax,
      assessment or other governmental charge which such Holder would have been able
      to avoid by presenting such Security to another Paying Agent;

     

    (f)
        any
      combination of items (a), (b), (c), (d) and (e) above; nor shall additional
      amounts be paid with respect to any payment of the principal of, or any interest
      on, any Security of such series to any Holder who is a fiduciary or partnership
      or other than the sole beneficial owner of such payment to the extent such
      payment would be required by the laws of the jurisdiction (or any political
      subdivision or taxing authority thereof or therein) to be included in the income
      for tax purposes of a beneficiary or settlor with respect to such fiduciary
      or a
      member of such partnership or a beneficial owner who would not have been
      entitled to such additional amounts had it been the Holder of such Security.
      

     

    The
      foregoing provisions shall apply mutatis mutandis to any withholding or
      deduction for or on account of any present or future taxes, assessments or
      governmental charges of whatever nature of any jurisdiction in which any
      successor Person to the Company or the Guarantor, as the case may be, is
      organized, or any political subdivision or taxing authority thereof or
      therein;  provided,
      however,
      that
      such payment of additional amounts may be subject to such further exceptions
      as
      may be established in the terms of such Securities established as contemplated
      by Section 301. 

     

    Subject
      to the foregoing provisions, whenever in this Indenture there is mentioned,
      in
      any context, the payment of the principal of or any premium or interest on,
      or
      in respect of, any Security of any series or payment of any related coupon
      or
      the net proceeds received on the sale or exchange of any Security of any series,
      such mention shall be deemed to include mention of the payment of additional
      amounts provided for in this Section to the extent that, in such context,
      additional amounts are, were or would be payable in respect thereof pursuant
      to
      the provisions of this Section and express mention of the payment of additional
      amounts (if applicable) in any provisions hereof shall not be 

     

    


    
      
        
          
          

        

        
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    construed
      as excluding additional amounts in those provisions hereof where such express
      mention is not made.

     

    If
      the
      terms of the Securities of a series established as contemplated by
      Section 301 do not specify that additional amounts pursuant to the Section
      will not be payable by the Company or the Guarantor, at least 10 days prior
      to
      the first Interest Payment Date with respect to that series of Securities (or
      if
      the Securities of that series will not bear interest prior to Maturity, the
      first day on which a payment of principal and any premium is made), and at
      least
      10 days prior to each date of payment of principal and any premium or interest
      if there has been any change with respect to the matters set forth in the
      below-mentioned Officers’ Certificate, the Company or the Guarantor will furnish
      the Trustee and the Company’s principal Paying Agent or Paying Agents, if other
      than the Trustee, with an Officers’ Certificate instructing the Trustee and such
      Paying Agent or Paying Agents whether such payment of principal of and any
      premium or interest on the Securities of that series or under the related
      Guarantees shall be made to Holders of Securities of that series without
      withholding for or on account of any tax, assessment or other governmental
      charge described in the Securities of that series or the related Guarantees.
      If
      any such withholding shall be required, then such Officers’ Certificate shall
      specify by country the amount, if any, required to be withheld on such payments
      to such Holders of Securities and the Company or the Guarantor (only if a
      payment under said Guarantees is then due), as the case may be, will pay to
      the
      Trustee or such Paying Agent or Paying Agents the additional amounts required
      by
      this Section. 

     

    Each
      of
      the Company and the Guarantor covenants to indemnify each of the Trustee and
      any
      Paying Agent for, and to hold each of them harmless against, any loss, liability
      or expense arising out of or in connection with actions taken or omitted by
      any
      of them in reliance on any Officers’ Certificate furnished pursuant to this
      Section, except to the extent that any such loss, liability or expense is due
      to
      its own negligence or bad faith.

     

    ARTICLE
      ELEVEN

     

    REDEMPTION
      OF SECURITIES

     

    Section
      1101.   Applicability
      of Article.

     

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

     

    Section
      1102.   Election
      to Redeem; Notice to Trustee.

     

    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution or in another manner specified as contemplated by Section 301 for
      such Securities. In case of any redemption at the election of the Company,
      the
      Company shall, at least 45 days prior to the Redemption Date fixed by the
      Company (unless a shorter notice shall be satisfactory to the Trustee), notify
      the Trustee of such Redemption Date and of the principal amount of Securities
      of
      such series to be redeemed. In the case of any 

     

    


    
      
        
          
          

        

        
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    redemption
      of Securities (a) prior to the expiration of any restriction on such
      redemption provided in the terms of such Securities or elsewhere in this
      Indenture, or (b) pursuant to an election of the Company which is subject
      to a condition specified in the terms of such Securities or elsewhere in this
      Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
      evidencing compliance with such restriction or condition.

     

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

     

    If
      less
      than all the Securities of any series are to be redeemed (unless such redemption
      affects only a single Security), the particular Securities to be redeemed shall
      be selected not more than 60 days prior to the Redemption Date by the Trustee,
      from the Outstanding Securities of such series not previously called for
      redemption, by such method as the Trustee shall deem fair and appropriate and
      which may provide for the selection for redemption of portions (equal to the
      minimum authorized denomination for Securities of that series or any integral
      multiple thereof) of the principal amount of Securities of such series of a
      denomination larger than the minimum authorized denomination for Securities
      of
      that series. 

     

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

     

    The
      provisions of the two preceding paragraphs shall not apply with respect to
      any
      redemption affecting only a single Security, whether such Security is to be
      redeemed in whole or in part. In the case of any such redemption in part, the
      unredeemed portion of the principal amount of the Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination for such Security).

     

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

     

    Section
      1104.   Notice
      of
      Redemption.

     

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

     

    All
      notices of redemption shall state:

     

        (1)  the
      Redemption Date,

     

        (2)  the
      Redemption Price or, if not then ascertainable, the manner of calculation
      thereof,

     

        (3)  if
      less
      than all the Outstanding Securities of any series consisting of more than a
      single Security are to be redeemed, the identification (and, in the


     

    


    
      
        
          
          

        

        
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    case
      of
      partial redemption of any such Securities, the principal amounts) of the
      particular Securities to be redeemed and, if less than all the Outstanding
      Securities of any series consisting of a single Security are to be redeemed,
      the
      principal amount of the particular Security to be redeemed,

     

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

     

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

     

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

     

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

     

    Section
      1105.   Deposit
      of Redemption Price.

     

    Prior
      to
      any Redemption Date, the Company shall deposit with the Trustee or with a Paying
      Agent (or, if the Company is acting as its own Paying Agent, segregate and
      hold
      in trust as provided in Section 1006) an amount of money sufficient to pay
      the
      Redemption Price of, and (except if the Redemption Date shall be an Interest
      Payment Date) accrued interest on, all the Securities which are to be redeemed
      on that date.

     

    Section
      1106.   Securities
      Payable on Redemption Date.

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together with accrued interest to the
      Redemption Date; provided,
      however, that
      installments of interest whose Stated Maturity is on or prior to the Redemption
      Date shall be payable to the Holders of such Securities, or one or more
      Predecessor Securities, registered as such at the close of business on the
      relevant Record Dates according to their terms and the provisions of Section
      307.

     

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

     

    Section
      1107.   Securities
      Redeemed in Part.

     

    Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (with, if the Company or the Trustee so requires, due
      endorsement 

     

    


    
      
        
          
          

        

        
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    by,
      or a
      written instrument of transfer in form satisfactory to the Company and the
      Trustee duly executed by, the Holder thereof or his attorney duly authorized
      in
      writing), and the Company shall execute, and the Trustee shall authenticate
      and
      deliver to the Holder of such Security without service charge, a new Security
      or
      Securities of the same series, of any authorized denomination as requested
      by
      such Holder, in aggregate principal amount equal to and in exchange for the
      unredeemed portion of the principal of the Security surrendered; provided,
      that if
      a Global Security is so surrendered, such new Security so issued shall be a
      new
      Global Security in a denomination equal to the unredeemed portion of the
      principal of the Global Security so surrendered.

     

    Section
      1108.   Optional
      Redemption Due to Changes in Tax Treatment.

     

    With
      respect to each series of Securities, if, as the result of any change in or
      any
      amendment to the laws of the United States or of any political subdivision
      or
      taxing authority thereof or therein, affecting taxation, or any change in an
      application or interpretation of such laws either generally or in relation
      to
      any particular series of Securities, which change or amendment to such laws
      becomes effective on or after the date specified for such series pursuant to
      Section 301(7) or which change in application or interpretation is notified
      to
      the Company or the Guarantor on or after such date, it is determined by the
      Company or the Guarantor that the Company or the Guarantor would be required
      to
      make payments of additional amounts (i) in respect of interest on the next
      succeeding Interest Payment Date pursuant to the terms of the Securities or
      the
      Guarantees endorsed on the Securities of such series, as applicable, assuming
      a
      payment in respect of such interest were required to be made pursuant thereto
      on
      such Interest Payment Date, or (ii) in respect of the principal of any
      series of Original Issue Discount Securities at the date of such determination
      pursuant to the terms of the Securities or the Guarantees endorsed on the
      Securities of such series, as applicable, assuming a payment in respect of
      such
      principal were required to be made pursuant thereto on such date, in either
      case
      the Company or the Guarantor may, at its option, redeem such series of
      Securities in whole at any time (except in the case of a series of Securities
      that has a variable rate of interest, which may be redeemed on any Interest
      Payment Date) at a Redemption Price equal to 100 percent of the principal amount
      thereof plus accrued interest to the date fixed for redemption (except in the
      case of any series of Outstanding Original Issue Discount Securities which
      may
      be redeemed at the Redemption Price specified by the terms of such series).
      Prior to any redemption of such a series of Securities pursuant to this Section,
      the Company or the Guarantor shall provide the Trustee with an Opinion of
      Counsel that the conditions precedent to the right of the Company or the
      Guarantor to redeem such series of Securities pursuant to this Section have
      occurred. Such Opinion of Counsel shall be based on the laws and application
      and
      interpretation thereof in effect on the date of such opinion or to become
      effective on or before the next succeeding Interest Payment Date.

     

    ARTICLE
      TWELVE

     

    SINKING
      FUNDS

     

    Section
      1201.   Applicability
      of Article.

     

    


    
      
        
          
          

        

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

     

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

     

    Section
      1202.   Satisfaction
      of Sinking Fund Payments with Securities.

     

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

     

    Section
      1203.   Redemption
      of Securities for Sinking Fund.

     

    Not
      less
      than 45 days prior to each sinking fund payment date for any series of
      Securities, the Company will deliver to the Trustee an Officers’ Certificate
      specifying the amount of the next ensuing sinking fund payment for that series
      pursuant to the terms of that series, the portion thereof, if any, which is
      to
      be satisfied by payment of cash and the portion thereof, if any, which is to
      be
      satisfied by delivering and crediting Securities of that series pursuant to
      Section 1202 and stating the basis for such credit and that such Securities
      have
      not been previously so credited and will also deliver to the Trustee any
      Securities to be so delivered. Not more than 60 days before each such sinking
      fund payment date the Trustee shall select the Securities to be redeemed upon
      such sinking fund payment date in the manner specified in Section 1103 and
      cause
      notice of the redemption thereof to be given in the name of and at the expense
      of the Company in the manner provided in Section 1104. Such notice having been
      duly given, the redemption of such Securities shall be made upon the terms
      and
      in the manner stated in Sections 1106 and 1107.

     

     

    
      
        
        

      

      
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    ARTICLE
      THIRTEEN

     

    GUARANTEES

     

    Section
      1301.   Guarantee.2

     

    The
      Guarantor hereby unconditionally guarantees to each Holder of a Security of
      each
      series authenticated and delivered by the Trustee and to the Trustee the due
      and
      prompt payment of the principal of (and premium, if any) and interest on such
      Security and the due and prompt payment of any sinking fund payments provided
      for pursuant to the terms of such Security, when and as the same shall become
      due and payable, whether at the Stated Maturity, by declaration of acceleration,
      call for redemption or otherwise, according to the terms of such Security and
      of
      this Indenture. In case of the failure of the Company punctually to make any
      such principal, premium, interest or sinking fund payment, the Guarantor hereby
      agrees to cause any such payment to be made promptly when and as the same shall
      become due and payable, whether at the Stated Maturity, by declaration of
      acceleration, call for redemption or otherwise, and as if such payment were
      made
      by the Company. 

     

    The
      Guarantor hereby agrees that its obligations hereunder shall be as if it were
      principal debtor and not merely surety, and shall be absolute and unconditional,
      irrespective of, and shall be unaffected by, any invalidity, irregularity or
      unenforceability of any Security of any series or this Indenture, any failure
      to
      enforce the provisions of any Security of any series or this Indenture, or
      any
      waiver, modification or indulgence granted to the Company with respect thereto,
      by the Holder of any Security of any series or the Trustee, or any other
      circumstance which may otherwise constitute a legal or equitable discharge
      of a
      surety or guarantor; provided
      however,
      that,
      notwithstanding the foregoing, no such waiver, modification or indulgence shall,
      without the consent of the Guarantor, increase the principal amount of a
      Security or the interest rate thereon or increase any premium payable upon
      redemption thereof. The Guarantor hereby waives diligence, presentment, demand
      of payment, filing of claims with a court in the event of merger or bankruptcy
      of the Company, any right to require a proceeding first against the Company,
      protest or notice with respect to any Security or the indebtedness evidenced
      thereby or with respect to any sinking fund payment required pursuant to the
      terms of a Security issued under this Indenture and all demands whatsoever,
      and
      covenants that this Guarantee will not be discharged with respect to any
      Security except by payment in full of the principal of (and premium, if any)
      and
      interest on such Security. The Guarantees shall constitute guarantees of payment
      and not of collection.

     

    Section
      1302.   Subrogation.

     

    The
      Guarantor shall be subrogated to all rights of the Holder of a Security against
      the Company in respect of any amounts paid to such Holder by the Guarantor
      pursuant to the provisions of this Guarantee; provided,
      however,
      that the
      Guarantor shall not be entitled to enforce, or to receive any payments arising
      out of or based upon, such right of subrogation until the principal of (and
      premium, if any) and interest on all Securities of the relevant series shall
      have been paid in full.

     

     

     

    2 
If
      Blount, Inc. is the issuer of
      the Securities, Blount International, Inc. will be the Guarantor.  If
      Blount International, Inc. is the issuer of the Securities and the Securities
      are guaranteed, then Blount, Inc. will be the Guarantor.

     

    
      
        
        

      

      
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    Section
      1303.   Execution
      and Delivery of Guarantees.

     

    To
      evidence its guarantee set forth in Section 1301, the Guarantor hereby agrees
      to
      execute the Guarantee in a form established pursuant to Section 205, to be
      endorsed on each Security authenticated and delivered by the Trustee. Each
      such
      Guarantee shall be signed manually or by facsimile by a person duly authorized
      thereto by Board Resolution of the Guarantor.

     

    Guarantees
      bearing the facsimile signature of any individual who was at any time such
      an
      authorized person of the Guarantor shall bind the Guarantor, notwithstanding
      that such individual shall have ceased to be such an authorized person prior
      to
      the authentication and delivery of the Securities upon which such Guarantees
      are
      endorsed or was not such an authorized person at the date of such
      Securities.

     

    The
      delivery of any Security by the Trustee, after the authentication thereof
      hereunder, shall constitute due delivery of the Guarantee endorsed thereon
      on
      behalf of the Guarantor.

    * * *

     

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

     

    


    
      
        
          
          

        

        
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    In
      Witness Whereof, the Company, the Guarantor and the Trustee hereto have caused
      this Indenture to be duly executed, all as of the day and year first above
      written.

     

     

    
      	[BLOUNT,
              INC./BLOUNT INTERNATIONAL, INC.]
	 	 
	By 	 
	Name: 	 
	Title: 	 


    

     

     

    
      
        	[BLOUNT
                INTERNATIONAL, INC./BLOUNT, INC.]
	 	 
	By 	 
	Name: 	 
	Title: 	 


      

       

    

     

    
      
        	[●],
                as TRUSTEE
	 	 
	By 	 
	Name: 	 
	Title: 	 


      

       

    

                                                                            

     

    


    
      
        
          
          

        

        
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      ANNEX
        A

       

       

       

       

       

       

       

       

    

     

     

     

    77