CAPLEASE,
      INC.

     

    TO

    _____________

     

    TRUSTEE

     

    INDENTURE

     

    Dated
      as of ________, _____

     

    Subordinated
      Debt Securities

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	
               ARTICLE
                ONE

              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

            	 
	
              SECTION
                101.

            	
              Definitions.

            	
              10

            
	
              SECTION
                102.

            	
              Compliance
                Certificates and Opinions.

            	
              10

            
	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee.

            	
              11

            
	
              SECTION
                104.

            	
              Acts
                of Holders.

            	
              13

            
	
              SECTION
                105.

            	
              Notices,
                etc., to Trustee and Company.

            	
              13

            
	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver.

            	
              13

            
	
              SECTION
                107.

            	
              Effect
                of Headings and Table of Contents.

            	
              14

            
	
              SECTION
                108.

            	
              Successors
                and Assigns.

            	
              14

            
	
              SECTION
                109.

            	
              Separability
                Clause.

            	
              14

            
	
              SECTION
                110.

            	
              Benefits
                of Indenture.

            	
              14

            
	
              SECTION
                111.

            	
              No
                Personal Liability.

            	
              15

            
	
              SECTION
                112.

            	
              Governing
                Law.

            	
              15

            
	
              SECTION
                113.

            	
              Legal
                Holidays.

            	
              15

            
	 	 	 
	
              ARTICLE
                TWO 
                SECURITIES
                  FORMS

              

            	 
	 	 
	
              SECTION
                201.

            	
              Forms
                of Securities.

            	
              15

            
	
              SECTION
                202.

            	
              Form
                of Trustee's Certificate of Authentication.

            	
              16

            
	
              SECTION
                203.

            	
              Securities
                Issuable in Global Form.

            	
              16

            
	 	 	 
	
              ARTICLE
                THREE

            	 
	
              THE
                SECURITIES

            	 
	 	 
	
              SECTION
                301.

            	
              Amount
                Unlimited; Issuable in Series.

            	
              17

            
	
              SECTION
                302.

            	
              Denominations.

            	
              20

            
	
              SECTION
                303.

            	
              Execution,
                Authentication Delivery and Dating.

            	
              21

            
	
              SECTION
                304.

            	
              Temporary
                Securities.

            	
              23

            
	
              SECTION
                305.

            	
              Registration,
                Registration of Transfer and Exchange.

            	
              25

            
	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities.

            	
              28

            
	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights Preserved.

            	
              29

            
	
              SECTION
                308.

            	
              Persons
                Deemed Owners.

            	
              31

            
	
              SECTION
                309.

            	
              Cancellation.

            	
              32

            
	
              SECTION
                310.

            	
              Computation
                of Interest.

            	
              33

            
	 	 	 
	
              ARTICLE
                FOUR

            	 
	
              SATISFACTION
                AND DISCHARGE

            	 
	 	 
	
              SECTION
                401.

            	
              Satisfaction
                and Discharge of Indenture.

            	
              33

            
	
              SECTION
                402.

            	
              Application
                of Company Funds.

            	
              34

            


    

     

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                FIVE

            	 
	
              REMEDIES

            	 
	 	 
	
              SECTION
                501.

            	
              Events
                of Default.

            	
              34

            
	
              SECTION
                502.

            	
              Acceleration
                of Maturity; Rescission and Annulment.

            	
              36

            
	
              SECTION
                503.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee.

            	
              37

            
	
              SECTION
                504.

            	
              Trustee
                May File Proofs of Claim.

            	
              38

            
	
              SECTION
                505.

            	
              Trustee
                May Enforce Claims Without Possession of Securities or
                Coupons.

            	
              39

            
	
              SECTION
                506.

            	
              Application
                of Money Collected.

            	
              39

            
	
              SECTION
                507.

            	
              Limitation
                on Suits.

            	
              39

            
	
              SECTION
                508.

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

            	
              40

            
	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies.

            	
              40

            
	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative.

            	
              40

            
	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver.

            	
              41

            
	
              SECTION
                512.

            	
              Control
                by Holders of Securities.

            	
              41

            
	
              SECTION
                513.

            	
              Waiver
                of Past Defaults.

            	
              41

            
	
              SECTION
                514.

            	
              Waiver
                of Usury, Stay or Extension Laws.

            	
              42

            
	
              SECTION
                515.

            	
              Undertaking
                for Costs.

            	
              42

            
	 	 	
            
	
              ARTICLE
                SIX

            	
            
	
              THE
                TRUSTEE

            	 
	 	 
	
              SECTION
                601.

            	
              Notice
                of Defaults.

            	
              42

            
	
              SECTION
                602.

            	
              Certain
                Rights of Trustee.

            	
              43

            
	
              SECTION
                603.

            	
              Not
                Responsible for Recitals or Issuance of Securities.

            	
              44

            
	
              SECTION
                604.

            	
              May
                Hold Securities.

            	
              44

            
	
              SECTION
                605.

            	
              Money
                Held in Trust.

            	
              44

            
	
              SECTION
                606.

            	
              Compensation
                and Reimbursement.

            	
              44

            
	
              SECTION
                607.

            	
              Corporate
                Trustee Required; Eligibility; Conflicting Interests.

            	
              45

            
	
              SECTION
                608.

            	
              Resignation
                and Removal; Appointment of Successor.

            	
              45

            
	
              SECTION
                609.

            	
              Acceptance
                of Appointment By Successor.

            	
              47

            
	
              SECTION
                610.

            	
              Merger,
                Conversion, Consolidation or Succession to Business.

            	
              48

            
	
              SECTION
                611.

            	
              Appointment
                of Authenticating Agent.

            	
              48

            
	 	 	 
	
              ARTICLE
                SEVEN

            	 
	
              HOLDERS'
                LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	 
	 	 
	
              SECTION
                701.

            	
              Disclosure
                of Names and Addresses of Holders.

            	
              50

            
	
              SECTION
                702.

            	
              Reports
                by Trustee.

            	
              50

            
	
              SECTION
                703.

            	
              Reports
                by the Company.

            	
              50

            
	
              SECTION
                704.

            	
              Company
                to Furnish Trustee Names and Addresses of Holders.

            	
              51

            
	 	 	 
	
              ARTICLE
                EIGHT

            	 
	
              CONSOLIDATION,
                MERGER, SALE, LEASE OR CONVEYANCE

            	 
	 	 
	
              SECTION
                801.

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

            	
              51

            
	
              SECTION
                802.

            	
              Rights
                and Duties of Successor Corporation.

            	
              51

            


    

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                803.

            	
              Officers'
                Certificate and Opinion of Counsel.

            	
              52

            
	 	 	 
	
              ARTICLE
                NINE

            	 
	
              SUPPLEMENTAL
                INDENTURES

            	 
	 	 
	
              SECTION
                901.

            	
              Supplemental
                Indentures Without Consent of Holders.

            	
              52

            
	
              SECTION
                902.

            	
              Supplemental
                Indentures With Consent of Holders.

            	
              54

            
	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures.

            	
              55

            
	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures.

            	
              55

            
	
              SECTION
                905.

            	
              Conformity
                with Company Indenture Act.

            	
              55

            
	
              SECTION
                906.

            	
              Reference
                in Securities to Supplemental Indentures.

            	
              55

            
	
              SECTION
                907.

            	
              Notice
                of Supplemental Indentures.

            	
              55

            
	 	 	 
	
              ARTICLE
                TEN

            	 
	
              COVENANTS

            	 
	 	 
	
              SECTION
                1001.

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

            	
              56

            
	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency.

            	
              56

            
	
              SECTION
                1003.

            	
              Money
                for Securities Payments to Be Held in Company.

            	
              58

            
	
              SECTION
                1004.

            	
              [Omitted].

            	
              59

            
	
              SECTION
                1005.

            	
              Existence.

            	
              59

            
	
              SECTION
                1006.

            	
              Maintenance
                of Properties.

            	
              59

            
	
              SECTION
                1007.

            	
              Insurance.

            	
              60

            
	
              SECTION
                1008.

            	
              Payment
                of Taxes and Other Claims.

            	
              60

            
	
              SECTION
                1009.

            	
              Provision
                of Financial Information.

            	
              60

            
	
              SECTION
                1010.

            	
              Statement
                as to Compliance.

            	
              60

            
	
              SECTION
                1011.

            	
              Additional
                Amounts.

            	
              61

            
	
              SECTION
                1012.

            	
              Waiver
                of Certain Covenants.

            	
              62

            
	 	 	 
	
              ARTICLE
                ELEVEN

            	 
	
              REDEMPTION
                OF SECURITIES

            	 
	 	 
	
              SECTION
                1101.

            	
              Applicability
                of Article.

            	
              62

            
	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee.

            	
              62

            
	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to Be Redeemed.

            	
              62

            
	
              SECTION
                1104.

            	
              Notice
                of Redemption.

            	
              63

            
	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price.

            	
              64

            
	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date.

            	
              64

            
	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part.

            	
              65

            
	 	 	
            
	
              ARTICLE
                TWELVE

            	 
	
              SINKING
                FUNDS

            	 
	 	 
	
              SECTION
                1201.

            	
              Applicability
                of Article.

            	
              65

            
	
              SECTION
                1202.

            	
              Satisfaction
                of Sinking Fund Payments with Securities.

            	
              66

            
	
              SECTION
                1203.

            	
              Redemption
                of Securities for Sinking Fund.

            	
              66

            


    

     

    
      
        
        

      

      
        (iii)

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                THIRTEEN

            	 
	
              REPAYMENT
                AT THE OPTION OF HOLDERS

            	 
	 	 
	
              SECTION
                1301.

            	
              Applicability
                of Article.

            	
              67

            
	
              SECTION
                1302.

            	
              Repayment
                of Securities.

            	
              67

            
	
              SECTION
                1303.

            	
              Exercise
                of Option.

            	
              67

            
	
              SECTION
                1304.

            	
              When
                Securities Presented for Repayment Become Due and Payable.

            	
              68

            
	
              SECTION
                1305.

            	
              Securities
                Repaid in Part.

            	
              69

            
	 	 	 
	
              ARTICLE
                FOURTEEN

            	 
	
              DEFEASANCE
                AND COVENANT DEFEASANCE

            	 
	 	 
	
              SECTION
                1401.

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

            	
              69

            
	
              SECTION
                1402.

            	
              Defeasance
                and Discharge.

            	
              69

            
	
              SECTION
                1403.

            	
              Covenant
                Defeasance.

            	
              70

            
	
              SECTION
                1404.

            	
              Conditions
                to Defeasance or Covenant Defeasance.

            	
              70

            
	
              SECTION
                1405.

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

            	
              72

            
	 	 	
            
	
              ARTICLE
                FIFTEEN

            	 
	
              MEETINGS
                OF HOLDERS OF SECURITIES

            	 
	 	 
	
              SECTION
                1501.

            	
              Purposes
                for Which Meetings May Be Called.

            	
              73

            
	
              SECTION
                1502.

            	
              Call,
                Notice and Place of Meetings.

            	
              74

            
	
              SECTION
                1503.

            	
              Persons
                Entitled to Vote at Meetings.

            	
              74

            
	
              SECTION
                1504.

            	
              Quorum;
                Action.

            	
              74

            
	
              SECTION
                1505.

            	
              Determination
                of Voting Rights; Conduct and Adjournment of Meetings.

            	
              75

            
	
              SECTION
                1506.

            	
              Counting
                Votes and Recording Action of Meetings.

            	
              76

            
	
              SECTION
                1507.

            	
              Evidence
                of Action Taken by Holders.

            	
              76

            
	
              SECTION
                1508.

            	
              Proof
                of Execution of Instruments.

            	
              77

            
	 	 	 
	
              ARTICLE
                SIXTEEN

            	 
	
              SUBORDINATION

            	 
	 	 
	
              SECTION
                1601.

            	
              Agreement
                to Subordinate.

            	
              77

            
	
              SECTION
                1602.

            	
              Liquidation;
                Dissolution; Bankruptcy.

            	
              77

            
	
              SECTION
                1603.

            	
              Default
                on Senior Debt.

            	
              77

            
	
              SECTION
                1604.

            	
              Acceleration
                of Securities.

            	
              78

            
	
              SECTION
                1605.

            	
              When
                Distribution Must Be Paid Over.

            	
              78

            
	
              SECTION
                1606.

            	
              Notice
                by the Company

            	
              78

            
	
              SECTION
                1607.

            	
              Subrogation.

            	
              78

            
	
              SECTION
                1608.

            	
              Relative
                Rights.

            	
              79

            
	
              SECTION
                1609.

            	
              Subordination
                May Not Be Impaired by the Company

            	
              79

            
	
              SECTION
                1610.

            	
              Distribution
                or Notice to Representative.

            	
              79

            
	
              SECTION
                1611.

            	
              Rights
                of Trustee and Paying Agent.

            	
              79

            


    

    


    
      
        
        

      

      
        (iv)

        
          

        

      

      
        
        

      

    

     

    TESTIMONIUM

    SIGNATURES
      AND SEALS

    ACKNOWLEDGMENTS

    EXHIBIT
      A
      FORMS OF CERTIFICATION

     

    
      
        
        

      

      
        (v)

        
          

        

      

      
        
        

      

    


    CAPLEASE,
      INC.

     

    Reconciliation
      and tie between Company Indenture Act of 1939, as amended (the "1939 Act"),
      and
      Indenture, dated as of _________, ____

     

    
      	
              Company
                Indenture Act Section 

            	
              Indenture Section

            
	 	 	 
	
              Section
                310

            	
              (a)(1)

            	
              607(a)

            
	 	
              (a)(2)

            	
              607(a)

            
	 	
              (b)

            	
              607(b),
                608

            
	
              Section
                312

            	
              (c)

            	
              701

            
	
              Section
                314

            	
              (a)

            	
              703

            
	 	
              (a)(4)

            	
              1011

            
	 	
              (c)(1)

            	
              102

            
	 	
              (c)(2)

            	
              102

            
	 	
              (e)

            	
              102

            
	
              Section
                315

            	
              (b)

            	
              601

            
	
              Section
                316

            	
              (a)
                (last sentence)

            	
              101
                ("Outstanding")

            
	 	
              (a)(1)(A)

            	
              502,
                512

            
	 	
              (a)(1)(B)

            	
              513

            
	 	
              (b)

            	
              508

            
	
              Section
                317

            	
              (a)(1)

            	
              503

            
	 	
              (a)(2)

            	
              504

            
	
              Section
                318

            	
              (a)

            	
              112

            
	 	
              (c)

            	
              112

            


    

    
       

      
        

      

    

    
      	
              NOTE:

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

            


    

     

    Attention
      should also be directed to Section 318(c) of the 1939 Act, which provides that
      the provisions of Sections 310 to and including 317 of the 1939 Act are a part
      of and govern every qualified indenture, whether or not physically contained
      therein.

     

    
      
        
        

      

      
        (vi)

        
          

        

      

      
        
        

      

    


    INDENTURE,
      dated as of ___________________________________, ______, between CapLease,
      Inc.,
      a Maryland corporation (hereinafter called the "Company"), having its principal
      office at 1065 Avenue of the Americas, New York, New York 10018, and
      _____________________________, a ______ banking corporation, as Trustee
      hereunder hereinafter called the "Trustee"), having its Corporate Company Office
      at _______________________________________________.

     

    RECITALS
      OF THE COMPANY

     

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

     

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

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
      ONE

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL

    APPLICATION

     

    SECTION
      101. Definitions.

     

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

     

    A. the
      terms
      defined in this Article have the meanings assigned to them in this Article,
      and
      include the plural as well as the singular;

     

    B. all
      other
      terms used herein which are defined in the TIA, either directly or by reference
      therein, have the meanings assigned to them therein, and the terms "cash
      transaction" and "self-liquidating paper," as used in TIA Section 311, shall
      have the meanings assigned to them in the rules of the Commission adopted under
      the TIA;

     

    C. all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with GAAP; and

     

    D. the
      words
      "herein," "hereof" and "hereunder" and other words of similar import refer
      to
      this Indenture as a whole and not to any particular Article, Section or other
      subdivision.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    "Acquired
      Debt" means Debt of a Person (i) existing at the time such Person becomes a
      Subsidiary or (ii) assumed in connection with the acquisition of assets from
      such Person, in each case, other than Debt incurred in connection with, or
      in
      contemplation of, such Person becoming a Subsidiary or such acquisition.
      Acquired Debt shall be deemed to be incurred on the date of the related
      acquisition of assets from any Person or the date the acquired Person becomes
      a
      Subsidiary.

     

    "Act"
      has
      the meaning specified in Section 104.

     

    "Additional
      Amounts" means any additional amounts which are required by a Security, under
      circumstances specified therein, to be paid by the Company in respect of certain
      taxes imposed on certain Holders and which are owing to such
      Holders.

     

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

     

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

     

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

     

    "Bankruptcy
      Law" has the meaning specified in Section 501.

     

    "Bearer
      Security" means a Security which is payable to bearer.

     

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

     

    "Board
      Resolution" means a copy of a resolution certified by the Secretary or an
      Assistant Secretary of the Company to have been duly adopted by the Board of
      Directors, and to be in full force and effect on the date of such certification,
      and delivered to the Trustee.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Capital
      Stock" means, with respect to any Person, any capital stock (including preferred
      stock), shares, interests, participations or other ownership interests (however
      designated) of such Person and any rights (other than debt securities
      convertible or exchangeable for corporate stock), warrants or options to
      purchase any thereof.

     

    "CEDEL"
      means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
      successor.

     

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

     

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

     

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

     

    "Conversion
      Event" means the cessation of use of (i) a Foreign Currency (other than the
      ECU
      or other currency unit) both by the government of the country which issued
      such
      currency and for the settlement of transactions by a central bank or other
      public institutions of or within the international banking community, (ii)
      the
      ECU both within the European Monetary System and for the settlement of
      transactions by public institutions of or within the European Communities or
      (iii) any currency unit (or composite currency) other than the ECU for the
      purposes for which it was established.

     

    "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"
      includes corporations, associations, companies and business trusts.

     

    "Coupon"
      means any interest coupon appertaining to a Bearer Security.

     

    "Custodian"
      has the meaning set forth in Section 501.

     

    "Defaulted
      Interest"has the meaning specified in Section 307.

     

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

     

    
      
        
        

      

      
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    "DTC"
      means The Depository Company.

     

    "ECU"
      means the European Currency Unit as defined and revised from time to time by
      the
      Council of the European Communities.

     

    "Euroclear"
      means Morgan Guaranty Company of New York, Brussels Office, or its successor
      as
      operator of the Euroclear System.

     

    "European
      Communities" means the European Economic Community, the European Coal and Steel
      Community and the European Atomic Energy Community.

     

    "European
      Monetary System" means the European Monetary System established by the
      Resolution of December 5, 1978 of the Council of the European
      Communities.

     

    "Event
      of
      Default" has the meaning specified in Article Five.

     

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

     

    "Foreign
      Currency" means any currency, currency unit or composite currency, including,
      without limitation, the ECU, issued by the government of one or more countries
      other than the United States of America or by any recognized confederation
      or
      association of such governments.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    "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:

     

    1. Securities
      theretofore cancelled by the Trustee or delivered to the Trustee for
      cancellation;

     

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

     

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

     

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

     

    5. Securities
      converted into Capital Stock of the Company pursuant to or in accordance with
      this Indenture if the terms of such Securities provide for convertibility
      pursuant to Section 301;

     

    provided,
      however, that in determining whether the Holders of the requisite principal
      amount of the Outstanding Securities have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder or are present
      at
      a meeting of Holders for quorum purposes, and for the purpose of making the
      calculations required by TIA Section 313, (i) the principal amount of an
      Original Issue Discount Security that may be counted in making such
      determination or calculation and that shall be deemed to be Outstanding for
      such
      purpose shall be equal to the amount of principal thereof that would be (or
      shall have been declared to be) due and payable, at the time of such
      determination, upon a declaration of acceleration of the maturity thereof
      pursuant to Section 502, (ii) the principal amount of any Security denominated
      in a Foreign Currency that may be counted in making such determination or
      calculation and that shall be deemed Outstanding for such purpose shall be
      equal
      to the Dollar equivalent, determined pursuant to Section 301 as of the date
      such
      Security is originally issued by the Company, of the principal amount (or,
      in
      the case of an Original Issue Discount Security, the Dollar equivalent as of
      such date of original issuance of the amount determined as provided in clause
      (i) above) of such Security, (iii) the principal amount of any Indexed Security
      that may be counted in making such determination or calculation and that shall
      be deemed outstanding for such purpose shall be equal to the principal face
      amount of such Indexed Security at original issuance, unless otherwise provided
      with respect to such Indexed Security pursuant to Section 301, and (iv)
      Securities owned by the Company or any other obligor upon the Securities or
      any
      Affiliate of the Company or of such other obligor shall be disregarded and
      deemed not to be Outstanding, except that, in determining whether the Trustee
      shall be protected in making such calculation or in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities which 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 or any other obligor upon the Securities or any Affiliate
      of
      the Company or of such other obligor.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    "Registered
      Security" means any Security which is registered in the Security
      Register.

     

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

     

    
      
        
        

      

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

     

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

     

    "Representative"
      means the indenture trustee or other trustee, agent or representative for an
      issue of Senior Debt.

     

    "Responsible
      Officer" means, when used with respect to the Trustee, any officer of the
      Trustee assigned by the Trustee to administer its corporate trust
      matters.

     

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

     

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

     

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

     

    "Senior
      Debt" means the principal of and interest on, or substantially similar payments
      to be made by the Company in respect of, the following, whether outstanding
      at
      the date of execution of this Indenture or thereafter incurred, created or
      assumed: (a) indebtedness of the Company for money borrowed or represented
      by
      purchase-money obligations, (b) indebtedness of the Company evidenced by notes,
      debentures, or bonds, or other securities issued under the provisions of an
      indenture, fiscal agency agreement or other instrument, (c) obligations of
      the
      Company as lessee under leases of property either made as part of any sale
      and
      lease-back transaction to which the Company is a party or otherwise, (d)
      indebtedness of partnerships and joint ventures which is included in the
      Company's consolidated financial statements, (e) indebtedness, obligations
      and
      liabilities of others in respect of which the Company is liable contingently
      or
      otherwise to pay or advance money or property or as guarantor, endorser or
      otherwise or which the Company has agreed to purchase or otherwise acquire,
      and
      (f) any binding commitment of the Company to fund any real estate investment
      or
      to fund any investment in any entity making such real estate investment; but
      excluding, however, (1) any such indebtedness, obligation or liability referred
      to in clauses (a) through (f) above as to which, in the instrument creating
      or
      evidencing the same or pursuant to which the same is outstanding, it is provided
      that such indebtedness, obligation or liability is not superior in right of
      payment to the Securities, or ranks pari passu with the Securities, (2) any
      such
      indebtedness, obligation or liability which is subordinated to indebtedness
      of
      the Company to substantially the same extent as or to a greater extent than
      the
      Securities are subordinated and (3) the Securities. As used in the preceding
      sentence the term "purchase-money obligations" shall mean indebtedness or
      obligations evidenced by a note, debenture, bond or other instrument (whether
      or
      not secured by any lien or other security interest but excluding indebtedness
      or
      obligations for which recourse is limited to the property purchased) issued
      or
      assumed as all or a part of the consideration for the acquisition of property,
      whether by purchase, merger, consolidation or otherwise, but shall not include
      any trade accounts payable. A distribution may consist of cash, securities
      or
      other property.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      102. Compliance Certificates and Opinions.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      103. Form of Documents Delivered to Trustee.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      104. Acts of Holders.

     

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

     

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

     

    
      
        
        

      

      
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    C. The
      ownership of Registered Securities shall be proved by the Security
      Register.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    SECTION
      106. Notice to Holders; Waiver.

     

    Where
      this Indenture provides for notice of any event to Holders of Registered
      Securities by the Company or the Trustee, such notice shall be sufficiently
      given (unless otherwise herein expressly provided) if in writing and mailed,
      first-class postage prepaid, to each such Holder affected by such event, at
      his
      address as it appears in the Security Register, not later than the latest date,
      and not earlier than the earliest date, prescribed for the giving of such
      notice. In any case where notice to Holders of Registered Securities is given
      by
      mail, neither the failure to mail such notice, nor any defect in any notice
      so
      mailed, to any particular Holder shall affect the sufficiency of such notice
      with respect to other Holders of Registered Securities or the sufficiency of
      any
      notice to Holders of Bearer Securities given as provided herein. Any notice
      mailed to a Holder in the manner herein prescribed shall be conclusively deemed
      to have been received by such Holder, whether or not such Holder actually
      receives such notice.

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by the Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Holders shall be filed with the Trustee, but such filing shall not
      be
      a condition precedent to the validity of any action taken in reliance upon
      such
      waiver.

     

    SECTION
      107. Effect of Headings and Table of Contents.

     

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

     

    SECTION
      108. Successors and Assigns.

     

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

     

    SECTION
      109. Separability Clause.

     

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

     

    SECTION
      110. Benefits of Indenture.

     

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

     

    SECTION
      111. No Personal Liability.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SECTION
      112. Governing Law.

     

    This
      Indenture and the Securities and coupons shall be governed by and construed
      in
      accordance with the law of the State of New York. This Indenture is subject
      to
      the provisions of the TIA that are required to be part of this Indenture and
      shall, to the extent applicable, be governed by such provisions.

     

    SECTION
      113. Legal Holidays.

     

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

     

    ARTICLE
      TWO

    SECURITIES
      FORMS

     

    SECTION
      201. Forms of Securities.

     

    The
      Registered Securities, if any, of each series and the Bearer Securities, if
      any,
      and related coupons of each series, shall be in substantially the forms as
      shall
      be established in or pursuant to one or more indentures supplemental hereto
      or
      Board Resolutions, shall have such appropriate insertions, omissions,
      substitutions and other variations as are required or permitted by this
      Indenture or any indenture supplemental hereto, and may have such letters,
      numbers or other marks of identification or designation and such legends or
      endorsements placed thereon as the Company may deem appropriate and as are
      not
      inconsistent with the provisions of this Indenture, or as may be required to
      comply with any law or with any rule or regulation made pursuant thereto or
      with
      any rule or regulation of any stock exchange on which the Securities may be
      listed, or to conform to usage.

     

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

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      	 	
              ____________________________________________,
                as

            
	 	 

              Trustee

            
	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

     

    SECTION
      203. Securities Issuable in Global Form.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      THREE

    THE
      SECURITIES

     

    SECTION
      301. Amount Unlimited; Issuable in Series.

     

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

     

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

     

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

     

    B. any
      limit
      upon the aggregate principal amount of the Securities of or within the series
      that may be authenticated and delivered under this Indenture (except for
      Securities authenticated and delivered upon registration of transfer of, or
      in
      exchange for, or in lieu of, other Securities of or within the series pursuant
      to Section 304, 305, 306, 906, 1107 or 1305);

     

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

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    S. the
      applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
      within the series and any provisions in modification of, in addition to or
      in
      lieu of any of the provisions of Article Fourteen;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    W. the
      obligation, if any, of the Company to permit the conversion of the Securities
      of
      such series into shares of Capital Stock of the Company and the terms and
      conditions upon which such conversion shall be effected (including, without
      limitation, the initial conversion price or rate, the conversion period, any
      adjustment of the applicable conversion price or rate and any requirements
      relative to the reservation of such shares for purposes of conversion);
      and

     

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

     

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

     

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

     

    SECTION
      302. Denominations.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SECTION
      303. Execution, Authentication Delivery and Dating.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      304. Temporary Securities.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

    SECTION
      305. Registration, Registration of Transfer and Exchange.

     

    The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      or
      in any office or agency of the Company in a Place of Payment a register for
      each
      series of Securities (the registers maintained in such office or in any such
      office or agency of the Company in a Place of Payment being herein sometimes
      referred to collectively as the "Security Register") in which, subject to such
      reasonable regulations as it may prescribe, the Company shall provide for the
      registration of Registered Securities and of transfers of Registered Securities.
      The Security Register shall be in written form or any other form capable of
      being converted into written form within a reasonable time. The Trustee, at
      its
      Corporate Company Office, is hereby initially appointed "Security Registrar"
      for
      the purpose of registering Registered Securities and transfers of Registered
      Securities on such Security Register as herein provided. In the event that
      the
      Trustee shall cease to be Security Registrar, it shall have the right to examine
      the Security Register at all reasonable times.

     

    Subject
      to the provisions of this Section 305, upon surrender for registration of
      transfer of any Registered Security of any series at any office or agency of
      the
      Company in a Place of Payment for that series, the Company shall execute, and
      the Trustee shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Registered Securities of the same
      series, of any authorized denominations and of a like aggregate principal
      amount, bearing a number not contemporaneously outstanding, and containing
      identical terms and provisions.

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

    
      
        
        

      

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

     

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

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Securities, other than exchanges
      pursuant to Section 304, 906, 1107 or 1305 not involving any
      transfer.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    SECTION
      307. Payment of Interest; Interest Rights Preserved.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    B. The
      Company may make payment of any Defaulted Interest on the Registered Securities
      of any series in any other lawful manner not inconsistent with the requirements
      of any securities exchange on which such Securities may be listed, and upon
      such
      notice as may be required by such exchange, if, after 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 and Section 305, each Security
      delivered under this Indenture upon registration of transfer of or in exchange
      for or in lieu of any other Security shall carry the rights to interest accrued
      and unpaid, and to accrue, which were carried by such other
      Security.

     

    SECTION
      308. Persons Deemed Owners.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION
      309. Cancellation.

     

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

     

    
      
        
        

      

      
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    SECTION
      310. Computation of Interest.

     

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

     

    ARTICLE
      FOUR

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      401. Satisfaction and Discharge of Indenture.

     

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

     

    A. either

     

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

     

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

     

    (i) have
      become due and payable, or

     

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

     

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

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee and any predecessor Trustee under Section 606, the obligations
      of
      the Company to any Authenticating Agent under Section 611 and, if money shall
      have been deposited with and held by the Trustee pursuant to subclause (2)
      of
      clause (A) of this Section, the obligations of the Trustee under Section 402
      and
      the last paragraph of Section 1003, shall survive.

     

    SECTION
      402. Application of Company Funds.

     

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

     

    ARTICLE
      FIVE

    REMEDIES

     

    SECTION
      501. Events of Default.

     

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

     

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

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    D. default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture with respect to any Security of that series (other than a
      covenant or warranty a default in whose performance or whose breach is elsewhere
      in this Section specifically dealt with), and continuance of such default or
      breach for a period of 60 days after there has been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the Trustee
      by the Holders of at least 25% in principal amount of the Outstanding Securities
      of that series a written notice specifying such default or breach and requiring
      it to be remedied and stating that such notice is a "Notice of Default"
      hereunder; or

     

    E. default
      under any bond, debenture, note, mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      indebtedness of the Company for money borrowed by the Company (or by any
      Subsidiary, the repayment of which the Company has guaranteed or for which
      the
      Company is directly responsible or liable as obligor or guarantor), having
      an
      aggregate principal amount outstanding of at least $10,000,000, whether such
      indebtedness now exists or shall hereafter be created, which default shall
      have
      resulted in such indebtedness being declared due and payable prior to the date
      on which it would otherwise have become due and payable, without such
      indebtedness having been discharged, or such acceleration having been rescinded
      or annulled, within a period of 10 days after there shall have been given,
      by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of at least 10% in principal amount of the
      Outstanding Securities of that series a written notice specifying such default
      and requiring the Company to cause such indebtedness to be discharged or cause
      such acceleration to be rescinded or annulled and stating that such notice
      is a
      "Notice of Default" hereunder; or

     

    F. the
      entry
      by a court of competent jurisdiction of one or more judgments, orders or decrees
      against the Company or any of its Subsidiaries in an aggregate amount (excluding
      amounts covered by insurance) in excess of $10,000,000 and such judgments,
      orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate
      amount (excluding amounts covered by insurance) in excess of $10,000,000 for
      a
      period of 30 consecutive days; or

     

    G. the
      Company or any Significant Subsidiary pursuant to or within the meaning of
      any
      Bankruptcy Law:

     

    1. commences
      a voluntary case,

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    2. consents
      to the entry of an order for relief against it in an involuntary
      case,

     

    3. consents
      to the appointment of a Custodian of it or for all or substantially all of
      its
      property, or

     

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

     

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

     

    1. is
      for
      relief against the Company or any Significant Subsidiary in an involuntary
      case,

     

    2. appoints
      a Custodian of the Company or any Significant Subsidiary or for all or
      substantially all of either of its property, or

     

    3. orders
      the liquidation of the Company or any Significant Subsidiary and the order
      or
      decree remains unstayed and in effect for 90 days; or

     

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

     

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

     

    SECTION
      502. Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default with respect to Securities of any series at the time
      Outstanding occurs and is continuing, then and 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 (or, if any Securities
      are
      Original Issue Discount Securities or Indexed Securities, such portion of the
      principal as may be specified in the terms thereof) of, and the Make-Whole
      Amount, if any, on, all the Securities of that series to be due and payable
      immediately, by a notice in writing to the Company (and to the Trustee if given
      by the Holders), and upon any such declaration such principal or specified
      portion thereof shall become immediately due and payable.

     

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

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    4. 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

     

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

     

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

     

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

     

    The
      Company covenants that if:

     

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

     

    B. default
      is made in the payment of the principal of (or premium or Make-Whole Amount,
      if
      any, on) any Security of any series at its Maturity,

     

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

     

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

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      504. Trustee May File Proofs of Claim.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    SECTION
      505. Trustee May Enforce Claims Without Possession of Securities or
      Coupons.

     

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

     

    SECTION
      506. Application of Money Collected.

     

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

     

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

     

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

     

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

     

    SECTION
      507. Limitation on Suits.

     

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

     

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

     

    B. 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;

     

    
      
        
        

      

      
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    C. 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;

     

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

     

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

     

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

     

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

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security or coupon
      shall have the right which is absolute and unconditional to receive payment
      of
      the principal of (and premium or Make-Whole Amount, if any) and (subject to
      Sections 305 and 307) interest on, and any Additional Amounts in respect of,
      such Security or payment of such coupon on the respective due dates expressed
      in
      such Security or coupon (or, in the case of redemption, on the Redemption Date)
      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 of a Security or coupon has instituted any proceeding
      to
      enforce any right or remedy under this Indenture and such proceeding has been
      discontinued or abandoned for any reason, or has been determined adversely
      to
      the Trustee or to such Holder, then and in every such case the Company, the
      Trustee and the Holders of Securities and coupons shall, subject to any
      determination in such proceeding, be restored severally and respectively to
      their former positions hereunder and thereafter all rights and remedies of
      the
      Trustee and the Holders shall continue as though no such proceeding had been
      instituted.

     

    SECTION
      510. Rights and Remedies Cumulative.

     

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

     

    
      
        
        

      

      
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    SECTION
      511. Delay or Omission Not Waiver.

     

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

     

    SECTION
      512. Control by Holders of Securities.

     

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

     

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

     

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

     

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

     

    SECTION
      513. Waiver of Past Defaults.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION
      515. Undertaking for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      any
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys' fees,
      against any party litigant in such suit having due regard to the merits and
      good
      faith of the claims or defenses made by such party litigant; but the provisions
      of this Section shall not apply to any suit instituted by the Trustee, to any
      suit instituted by any Holder, or group of Holders, holding in the aggregate
      more than 10% in principal amount of the Outstanding Securities, or to any
      suit
      instituted by any Holder for the enforcement of the payment of the principal
      of
      (or premium or Make-Whole Amount, if any) or interest on or Additional Amounts
      payable with respect to any Security on or after the respective Stated
      Maturities expressed in such Security (or, in the case of redemption, on or
      after the Redemption Date).

     

    ARTICLE
      SIX

    THE
      TRUSTEE

     

    SECTION
      601. Notice of Defaults.

     

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

     

    
      
        
        

      

      
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    SECTION
      602. Certain Rights of Trustee.

     

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

     

    A. the
      Trustee shall perform only such duties as are expressly undertaken by it to
      perform under this Indenture;

     

    B. 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, coupon or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

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

     

    D. 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;

     

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

     

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

     

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

     

    H. 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; and

     

    
      
        
        

      

      
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    I. the
      Trustee shall not be liable for any action taken, suffered or omitted by it
      in
      good faith and reasonably believed by it to be authorized or within the
      discretion or rights or powers conferred upon it by this Indenture.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties hereunder,
      or in
      the exercise of any of its rights or powers, if it shall have reasonable grounds
      for believing that repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it.

     

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

     

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

     

    SECTION
      604. May Hold Securities.

     

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

     

    SECTION
      605. Money Held in Trust.

     

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

     

    SECTION
      606. Compensation and Reimbursement.

     

    The
      Company agrees:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    The
      provisions of this Section shall survive the termination of this
      Indenture.

     

    SECTION
      607. Corporate Trustee Required; Eligibility; Conflicting
      Interests.

     

    There
      shall at all times be a Trustee hereunder which shall be eligible to act as
      Trustee under TIA Section 310(a)(1) and shall have a combined capital and
      surplus of at least $25,000,000. If such corporation publishes reports of
      condition at least annually, pursuant to law or the requirements of Federal,
      State, Territorial or District of Columbia supervising or examining authority,
      then for the purposes of this Section, the combined capital and surplus of
      such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published. If at any time the Trustee
      shall cease to be eligible in accordance with the provisions of this Section,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article.

     

    SECTION
      608. Resignation and Removal; Appointment of Successor.

     

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

     

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

     

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

     

    D. If
      at any
      time:

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    E. If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause with respect to the
      Securities of one or more series, the Company, by or pursuant to a Board
      Resolution, shall promptly appoint a successor Trustee or Trustees with respect
      to the Securities of that or those series (it being understood that any such
      successor Trustee may be appointed with respect to the Securities of one or
      more
      or all of such series and that at any time there shall be only one Trustee
      with
      respect to the Securities of any particular series). 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 retiring
      Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
      of such appointment, become the successor Trustee with respect to the Securities
      of such series and to that extent supersede the successor Trustee appointed
      by
      the Company. If no successor Trustee with respect to the Securities of any
      series shall have been so appointed by the Company or the Holders of Securities
      and accepted appointment in the manner hereinafter provided, any Holder of
      a
      Security who has been a bona fide Holder of a Security of such series for at
      least six months may, on behalf of himself and all others similarly situated,
      petition any court of competent jurisdiction for the appointment of a successor
      Trustee with respect to Securities of such series.

     

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

     

    
      
        
        

      

      
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    SECTION
      609. Acceptance of Appointment By Successor.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    SECTION
      610. Merger, Conversion, Consolidation or Succession to
      Business.

     

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

     

    SECTION
      611. Appointment of Authenticating Agent.

     

    At
      any
      time when any of the Securities remain Outstanding, the Trustee may appoint
      an
      Authenticating Agent or Agents with respect to one or more series of Securities
      which shall be authorized to act on behalf of the Trustee to authenticate
      Securities of such series issued upon exchange, registration of transfer or
      partial redemption or repayment thereof, and Securities so authenticated shall
      be entitled to the benefits of this Indenture and shall be valid and obligatory
      for all purposes as if authenticated by the Trustee hereunder. Any such
      appointment shall be evidenced by an instrument in writing signed by a
      Responsible Officer of the Trustee, a copy of which instrument shall be promptly
      furnished to the Company. Wherever reference is made in this Indenture to the
      authentication and delivery of Securities by the Trustee or the Trustee's
      certificate of authentication, such reference shall be deemed to include
      authentication and delivery on behalf of the Trustee by an Authenticating Agent
      and a certificate of authentication executed on behalf of the Trustee by an
      Authenticating Agent. Each Authenticating Agent shall be acceptable to the
      Company and, except as may otherwise be provided pursuant to Section 301, shall
      at all times be a bank or trust company or corporation organized and doing
      business and in good standing under the laws of the United States of America
      or
      of any State or the District of Columbia, authorized under such laws to act
      as
      Authenticating Agent, having a combined capital and surplus of not less than
      $25,000,000 and subject to supervision or examination by Federal or State
      authorities. If such Authenticating Agent publishes reports of condition at
      least annually, pursuant to law or the requirements of the aforesaid supervising
      or examining authority, then for the purposes of this Section, the combined
      capital and surplus of such Authenticating Agent shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. In case at any time an Authenticating Agent shall cease to be
      eligible in accordance with the provisions of this Section, such Authenticating
      Agent shall resign immediately in the manner and with the effect specified
      in
      this Section.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      	 	
              ______________________________________________,
                

            
	 	
              as
                Trustee

            
	 	 	 
	 	
              By:

            	 
	 	 	
              as
                Authenticating Agent

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
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    ARTICLE
      SEVEN

    HOLDERS'
      LISTS AND REPORTS BY TRUSTEE AND

    COMPANY

     

    SECTION
      701. Disclosure of Names and Addresses of Holders.

     

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

     

    SECTION
      702. Reports by Trustee.

     

    Within
      60
      days after August 1 of each year commencing with the first August 1 after the
      first issuance of Securities pursuant to this Indenture, the Trustee shall
      transmit by mail to all Holders of Securities as provided in TIA Section 313(c)
      a brief report dated as of such August 1 if required by TIA Section
      313(a).

     

    SECTION
      703. Reports by the Company.

     

    The
      Company will:

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      704. Company to Furnish Trustee Names and Addresses of
      Holders.

     

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

     

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

     

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

     

    ARTICLE
      EIGHT

    CONSOLIDATION,
      MERGER, SALE, LEASE OR

    CONVEYANCE

     

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

     

    The
      Company may consolidate with, or sell, lease or convey all or substantially
      all
      of its assets to, or merge with or into any other Person, provided that in
      any
      such case, (i) either the Company shall be the continuing entity, or the
      successor (if other than the Company) entity shall be a Person organized and
      existing under the laws of the United States or a State thereof and such
      successor entity shall expressly assume the due and punctual payment of the
      principal of (and premium or Make-Whole Amount, if any) and any interest
      (including all Additional Amounts, if any, payable pursuant to Section 1011)
      on
      all of the Securities, according to their tenor, and the due and punctual
      performance and observance of all of the covenants and conditions of this
      Indenture to be performed by the Company by supplemental indenture, complying
      with Article Nine hereof, satisfactory to the Trustee, executed and delivered
      to
      the Trustee by such Person and (ii) immediately after giving effect to such
      transaction and treating any indebtedness which becomes an obligation of the
      Company or any Subsidiary as a result thereof as having been incurred by the
      Company or such Subsidiary at the time of such transaction, no Event of Default,
      and no event which, after notice or the lapse of time, or both, would become
      an
      Event of Default, shall have occurred and be continuing.

     

    SECTION
      802. Rights and Duties of Successor Corporation.

     

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

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      803. Officers' Certificate and Opinion of Counsel.

     

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

     

    ARTICLE
      NINE

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      901. Supplemental Indentures Without Consent of Holders.

     

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

     

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

     

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

     

    C. to
      add
      any additional Events of Default for the benefit of the Holders of all or any
      series of Securities (and if such Events of Default are to be for the benefit
      of
      less than all series of Securities, stating that such Events of Default are
      expressly being included solely for the benefit of such series); provided,
      however, that in respect of any such additional Events of Default such
      supplemental indenture may provide for a particular period of grace after
      default (which period may be shorter or longer than that allowed in the case
      of
      other defaults) or may provide for an immediate enforcement upon such default
      or
      may limit the remedies available to the Trustee upon such default or may limit
      the right of the Holders of a majority in aggregate principal amount of that
      or
      those series of Securities to which such additional Events of Default apply
      to
      waive such default; or

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

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

     

    E. to
      change
      or eliminate any of the provisions of this Indenture, provided that any such
      change or elimination shall become effective only when there is no Security
      Outstanding of any series created prior to the execution of such supplemental
      indenture which is entitled to the benefit of such provision; or

     

    F. to
      secure
      the Securities; or

     

    G. to
      establish the form or terms of Securities of any series and any related coupons
      as permitted by Sections 201 and 301, including the provisions and procedures
      relating to Securities convertible into Capital Stock; or

     

    H. 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; or

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      902. Supplemental Indentures With Consent of Holders.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
      903. Execution of Supplemental Indentures.

     

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

     

    SECTION
      904. Effect of Supplemental Indentures.

     

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

     

    SECTION
      905. Conformity with Company Indenture Act.

     

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

     

    SECTION
      906. Reference in Securities to Supplemental Indentures.

     

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

     

    SECTION
      907. Notice of Supplemental Indentures.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      TEN

    COVENANTS

     

    SECTION
      1001. Payment of Principal, Premium or Make-Whole Amount, if any, Interest
      and
      Additional Amounts.

     

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

     

    SECTION
      1002. Maintenance of Office or Agency.

     

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

     

    
      
        
        

      

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

     

    The
      Company may from time to time designate one or more other offices or agencies
      where the Securities of one or more series and related coupons, if any, may
      be
      presented or surrendered for any or all of such purposes, and may from time
      to
      time rescind such designations; provided, however, that no such designation
      or
      rescission shall in any manner relieve the Company of its obligation to maintain
      an office or agency in accordance with the requirements set forth above for
      Securities of any series for such purposes. The Company will give prompt written
      notice to the Trustee of any such designation or rescission and of any change
      in
      the location of any such other office or agency. Unless otherwise specified
      with
      respect to any Securities pursuant to Section 301 with respect to a series
      of
      Securities, the Company hereby designates as Places of Payment for each series
      of Securities the Corporate Company Office of the Trustee and the office or
      agency of ____________________ at ____________________, The City of New York,
      initially appoints the Trustee as a Paying Agent in __________________ , and
      __________________ as Paying Agent in the Borough of Manhattan, The City of
      New
      York, and appoints each as its agent to receive all such presentations,
      surrenders, notices and demands.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION
      1004. [Omitted].

     

    SECTION
      1005. Existence.

     

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

     

    SECTION
      1006. Maintenance of Properties.

     

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

     

    
      
        
        

      

      
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    SECTION
      1007. Insurance.

     

    The
      Company will, and will cause each of its Subsidiaries to, keep all of its
      insurable properties insured against loss or damage at least equal to their
      then
      full insurable value with financially sound and reputable insurance
      companies.

     

    SECTION
      1008. Payment of Taxes and Other Claims.

     

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

     

    SECTION
      1009. Provision of Financial Information.

     

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

     

    The
      Company will also in any event (x) within 15 days of each Required Filing Date
      (i) transmit by mail to all Holders, as their names and addresses appear in
      the
      Security Register, without cost to such Holders, copies of the annual reports
      and quarterly reports which the Company would have been required to file with
      the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
      Company were subject to such Sections, and (ii) file with the Trustee copies
      of
      annual reports, quarterly reports and other documents which the Company would
      have been required to file with the Commission pursuant to Section 13 or 15(d)
      of the Exchange Act if the Company were subject to such Sections and (y) if
      filing such documents by the Company with the Commission is not permitted under
      the Exchange Act, promptly upon written request and payment of the reasonable
      cost of duplication and delivery, supply copies of such documents to any
      prospective Holder.

     

    SECTION
      1010. Statement as to Compliance.

     

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

     

    
      
        
        

      

      
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    SECTION
      1011. Additional Amounts.

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      1012. Waiver of Certain Covenants.

     

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

     

    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 or
      pursuant to a Board Resolution. In case of any redemption at the election of
      the
      Company of less than all of the Securities of any series, the Company shall,
      at
      least 45 days prior to the giving of the notice of redemption in Section 1104
      (unless a shorter notice shall be satisfactory to the Trustee), notify the
      Trustee of such Redemption Date and of the principal amount of Securities of
      such series to be redeemed. In the case of any redemption of Securities prior
      to
      the expiration of any restriction on such redemption provided in the terms
      of
      such Securities or elsewhere in this Indenture, the Company shall furnish the
      Trustee with an Officers' Certificate evidencing compliance with such
      restriction.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    SECTION
      1104. Notice of Redemption.

     

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

     

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

     

    All
      notices of redemption shall state:

     

    A. the
      Redemption Date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    SECTION
      1105. Deposit of Redemption Price.

     

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

     

    SECTION
      1106. Securities Payable on Redemption Date.

     

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

     

    
      
        
        

      

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

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal (and premium or Make-Whole Amount, if any) shall,
      until paid, bear interest from the Redemption Date at the rate borne by the
      Security.

     

    SECTION
      1107. Securities Redeemed in Part.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      TWELVE

    SINKING
      FUNDS

     

    SECTION
      1201. Applicability of Article.

     

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

     

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

     

    SECTION
      1202. Satisfaction of Sinking Fund Payments with
      Securities.

     

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

     

    SECTION
      1203. Redemption of Securities for Sinking Fund.

     

    Not
      less
      than 60 days prior to each sinking payment date for Securities of any series,
      the Company will deliver to the Trustee an Officers' Certificate specifying
      the
      amount of the next ensuing mandatory sinking fund payment for that series
      pursuant to the terms of that series, the portion thereof, if any, which is
      to
      be satisfied by payment of cash in the currency or currencies, currency unit
      or
      units or composite currency or currencies in which the Securities of such series
      are payable (except as otherwise specified pursuant to Section 301 for the
      Securities of such series) and the portion thereof, if any, which is to be
      satisfied by delivering and crediting Securities of that series pursuant to
      Section 1202, and the optional amount, if any, to be added in cash to the next
      ensuing mandatory sinking fund payment, and will also deliver to the Trustee
      any
      Securities to be so delivered and credited. If such Officers' Certificate shall
      specify an optional amount to be added in cash to the next ensuing mandatory
      sinking fund payment, the Company shall thereupon be obligated to pay the amount
      therein specified. Not less than 30 days before each such sinking fund payment
      date the Trustee shall select the Securities to be redeemed upon such sinking
      fund payment date in the manner specified in Section 1103 and cause notice
      of
      the redemption thereof to be given in the name of and at the expense of the
      Company in the manner provided in Section 1104. Such notice having been duly
      given, the redemption of such Securities shall be made upon the terms and in
      the
      manner stated in Sections 1106 and 1107.

     

    
      
        
        

      

      
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    ARTICLE
      THIRTEEN

    REPAYMENT
      AT THE OPTION OF HOLDERS

     

    SECTION
      1301. Applicability of Article.

     

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

     

    SECTION
      1302. Repayment of Securities.

     

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

     

    SECTION
      1303. Exercise of Option.

     

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

     

    
      
        
        

      

      
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    SECTION
      1304. When Securities Presented for Repayment Become Due and
      Payable.

     

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

     

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

     

    
      
        
        

      

      
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    If
      the
      principal amount of any Security surrendered for repayment shall not be so
      repaid upon surrender thereof, such principal amount (together with interest,
      if
      any, thereon accrued to such Repayment Date) shall, until paid, bear interest
      from the Repayment Date at the rate of interest or Yield to Maturity (in the
      case of Original Issue Discount Securities) set forth in such
      Security.

     

    SECTION
      1305. Securities Repaid in Part.

     

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

     

    ARTICLE
      FOURTEEN

    DEFEASANCE
      AND COVENANT DEFEASANCE

     

    SECTION
      1401. Applicability of Article; Company's Option to Effect Defeasance or
      Covenant Defeasance.

     

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

     

    SECTION
      1402. Defeasance and Discharge.

     

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

     

    
      
        
        

      

      
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    SECTION
      1403. Covenant Defeasance.

     

    Upon
      the
      Company's exercise of the above option applicable to this Section with respect
      to any Securities of or within a series, the Company shall be released from
      its
      obligations under Sections 1004 to 1009, inclusive, and, if specified pursuant
      to Section 301, its obligations under any other covenant, with respect to such
      Outstanding Securities and any coupons appertaining thereto on and after the
      date the conditions set forth in Section 1404 are satisfied (hereinafter,
      "covenant defeasance"), and such Securities and any coupons appertaining thereto
      shall thereafter be deemed to be not "Outstanding" for the purposes of any
      direction, waiver, consent or declaration or Act of Holders (and the
      consequences of any thereof) in connection with Sections 1004 to 1009,
      inclusive, or such other covenant, but shall continue to be deemed "Outstanding"
      for all other purposes hereunder. For this purpose, such covenant defeasance
      means that, with respect to such Outstanding Securities and any coupons
      appertaining thereto, the Company may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      Section or such other covenant, whether directly or indirectly, by reason of
      any
      reference elsewhere herein to any such Section or such other covenant or by
      reason of reference in any such Section or such other covenant to any other
      provision herein or in any other document and such omission to comply shall
      not
      constitute a default or an Event of Default under Section 501(D) or 501(I)
      or
      otherwise, as the case may be, but, except as specified above, the remainder
      of
      this Indenture and such Securities and any coupons appertaining thereto shall
      be
      unaffected thereby.

     

    SECTION
      1404. Conditions to Defeasance or Covenant Defeasance.

     

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

     

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

     

    
      
        
        

      

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

     

    C. No
      Event
      of Default or event which with notice or lapse of time or both would become
      an
      Event of Default with respect to such Securities and any coupons appertaining
      thereto shall have occurred and be continuing on the date of such deposit or,
      insofar as Sections 501(7) and 501(8) are concerned, at any time during the
      period ending on the 91st day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until the
      expiration of such period).

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    SECTION
      1405. Deposited Money and Government Obligations to Be Held in Trust; Other
      Miscellaneous Provisions.

     

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

     

    
      
        
        

      

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

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the Government Obligations deposited pursuant
      to
      Section 1404 or the principal and interest received in respect thereof other
      than any such tax, fee or other charge which by law is for the account of the
      Holders of such Outstanding Securities and any coupons appertaining
      thereto.

     

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

     

    ARTICLE
      FIFTEEN

    MEETINGS
      OF HOLDERS OF SECURITIES

     

    SECTION
      1501. Purposes for Which Meetings May Be Called.

     

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

     

    
      
        
        

      

      
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    SECTION
      1502. Call, Notice and Place of Meetings.

     

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

     

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

     

    SECTION
      1503. Persons Entitled to Vote at Meetings.

     

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

     

    SECTION
      1504. Quorum; Action.

     

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

     

    
      
        
        

      

      
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    Except
      as
      limited by the proviso to Section 902, any resolution presented to a meeting
      or
      adjourned meeting duly reconvened at which a quorum is present as aforesaid
      may
      be adopted by the affirmative vote of the Holders of a majority in principal
      amount of the Outstanding Securities of that series; provided, however, that,
      except as limited by the proviso to Section 902, any resolution with respect
      to
      any request, demand, authorization, direction, notice, consent, waiver or other
      action which this Indenture expressly provides may be made, given or taken
      by
      the Holders of a specified percentage, which is less than a majority, in
      principal amount of the Outstanding Securities of a series may be adopted at
      a
      meeting or an adjourned meeting duly reconvened and at which a quorum is present
      as aforesaid by the affirmative vote of the Holders of such specified percentage
      in principal amount of the Outstanding Securities of that series.

     

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

     

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

     

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

     

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

     

    SECTION
      1505. Determination of Voting Rights; Conduct and Adjournment of
      Meetings.

     

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

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    SECTION
      1506. Counting Votes and Recording Action of Meetings.

     

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

     

    SECTION
      1507. Evidence of Action Taken by Holders.

     

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

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    SECTION
      1508. Proof of Execution of Instruments.

     

    Subject
      to Article Six, the execution of any instrument by a Holder or his agent or
      proxy may be proved in accordance with such reasonable rules and regulations
      as
      may be prescribed by the Trustee or in such manner as shall be satisfactory
      to
      the Trustee.

     

    ARTICLE
      SIXTEEN

    SUBORDINATION

     

    SECTION
      1601. Agreement to Subordinate.

     

    The
      Company agrees, and each Holder by accepting a Security agrees, that the
      indebtedness evidenced by the Securities is subordinated in right of payment,
      to
      the extent and in the manner provided in this Article, to the prior payment
      in
      full of all Senior Debt and that the subordination is for the benefit of the
      holders of Senior Debt.

     

    SECTION
      1602. Liquidation; Dissolution; Bankruptcy.

     

    Upon
      any
      distribution to creditors of the Company in a liquidation or dissolution of
      the
      Company or in a bankruptcy, reorganization, insolvency, receivership or similar
      proceeding relating to the Company or its property:

     

    A. holders
      of Senior Debt shall be entitled to receive payment in full in cash of the
      principal of and interest (including interest accruing after the commencement
      of
      any such proceeding) to the date of payment on the Senior Debt before Holders
      shall be entitled to receive any payment of principal of or interest on
      Securities;

     

    B. until
      the
      Senior Debt is paid in full in cash, any distribution to which Holders would
      be
      entitled but for this Article shall be made to holders of Senior Debt as their
      interests may appear, except that Holders may receive securities that are
      subordinated to Senior Debt to at least the same extent as the Securities;
      and

     

    C. the
      Trustee is entitled to rely upon an order or decree of a court of competent
      jurisdiction or a certificate of a bankruptcy trustee or other similar official
      for the purpose of ascertaining the persons entitled to participate in such
      distribution, the holders of Senior Debt and other Company debt, the amount
      thereof or payable thereon and all other pertinent facts relating to the
      Trustee's obligations under this Article Sixteen.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    SECTION
      1603. Default on Senior Debt.

     

    The
      Company may not pay principal of or interest on the Securities and may not
      acquire any Securities for cash or property other than capital stock of the
      Company if:

     

    A. a
      default
      on Senior Debt occurs and is continuing that permits holders of such Senior
      Debt
      to accelerate its maturity, and

     

    B. the
      default is the subject of judicial proceedings or the Company receives a notice
      of the default from a person who may give it pursuant to Section 1611. If the
      Company receives any such notice, a similar notice received within nine months
      thereafter relating to the same default on the same issue of Senior Debt shall
      not be effective for purposes of this Section.

     

    The
      Company may resume payments on the Securities and may acquire them
      when:

     

    C. the
      default is cured or waived, or

     

    D. 120
      days
      pass after the notice is given if the default is not the subject of judicial
      proceedings,

     

    if
      this
      Article otherwise permits the payment or acquisition at that time.

     

    SECTION
      1604. Acceleration of Securities.

     

    If
      payment of the Securities is accelerated because of an Event of Default, the
      Company shall promptly notify holders of Senior Debt of the acceleration. The
      Company may pay the Securities when 120 days pass after the acceleration occurs
      if this Article permits the payment at that time.

     

    SECTION
      1605. When Distribution Must Be Paid Over.

     

    If
      a
      distribution is made to Holders that because of this Article should not have
      been made to them, the Holders who receive the distribution shall hold it in
      trust for holders of Senior Debt and pay it over to them as their interests
      may
      appear.

     

    SECTION
      1606. Notice by the Company

     

    The
      Company shall promptly notify the Trustee and any Paying Agent of any facts
      known to the Company that would cause a payment of principal of or interest
      on
      Securities to violate this Article.

     

    SECTION
      1607. Subrogation.

     

    After
      all
      Senior Debt is paid in full and until the Securities are paid in full, Holders
      shall be subrogated to the rights of holders of Senior Debt to receive
      distributions applicable to Senior Debt to the extent that distributions
      otherwise payable to the Holders have been applied to the payment of Senior
      Debt. A distribution made under this Article to holders of Senior Debt which
      otherwise would have been made to Holders is not, as between the Company and
      Holders, a payment by the Company on Senior Debt.

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    SECTION
      1608. Relative Rights.

     

    This
      Article defines the relative rights of Holders and holders of Senior Debt.
      Nothing in this Indenture shall:

     

    A. impair,
      as between the Company and Holders, the obligation of the Company, which is
      absolute and unconditional, to pay principal of and interest on the Securities
      in accordance with their terms;

     

    B. affect
      the relative rights of Holders and creditors of the Company other than holders
      of Senior Debt; or

     

    C. prevent
      the Trustee or any Holder from exercising its available remedies upon an Event
      of Default, subject to the rights of holders of Senior Debt to receive
      distributions otherwise payable to Holders.

     

    If
      the
      Company fails because of this Article to pay principal of or interest on a
      Security on the due date, the failure is still a default.

     

    SECTION
      1609. Subordination May Not Be Impaired by the Company

     

    No
      right
      of any holder of Senior Debt to enforce the subordination of the indebtedness
      evidenced by the Securities shall be impaired by any act or failure to act
      by
      the Company or by its failure to comply with this Indenture.

     

    SECTION
      1610. Distribution or Notice to Representative.

     

    Whenever
      a distribution is to be made or a notice given to holders of Senior Debt, the
      distribution may be made and the notice given to their
      Representative.

     

    SECTION
      1611. Rights of Trustee and Paying Agent.

     

    The
      Trustee or any Paying Agent may continue to make payments on the Securities
      until it receives written notice of facts that would cause a payment of
      principal of or interest on the Securities to violate this Article. Only the
      Company, a Representative or a holder of an issue of Senior Debt that has no
      Representative may give the written notice.

     

    The
      Trustee has no fiduciary duty to the holders of Senior Debt other than as
      created under this Indenture. The Trustee in its individual or any other
      capacity may hold Senior Debt with the same rights it would have if it were
      not
      Trustee.

     

    The
      Company's obligation to pay, and the Company's payment of, the Trustee's fees
      pursuant to Section 606 are excluded from the operation of this Article
      Sixteen.

     

    *
      * * *
      *

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	 	
              CapLease,
                Inc.

            
	 	 
	 	
              By:

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              ______________________________,
                as Trustee

            
	 	 
	 	
              By:

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    STATE
      OF
      NEW YORK

     

    CITY
      OF
      NEW YORK

     

    The
      foregoing instrument was acknowledged before me in the City of New York, State
      of New York, by __________________, ______________________________ of CapLease,
      Inc., a Maryland corporation, on behalf of the corporation.

     

    My
      commission expires ________________________________________.

     

    __________________________________

    Notary
      Public

     

    


     

    STATE
      OF
      _________________________________

     

    CITY/COUNTY
      OF __________________________

     

    The
      foregoing instrument was acknowledged before me in the City/County of
      _____________________________, State of _______________________, by
      __________________, _______________________________ of _____________, a
      ____________ corporation, on behalf of the corporation.

     

    My
      commission expires ________________________________________.

     

    __________________________________

    Notary
      Public

    


    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATION

     

    
      
        
        

      

      
        A-(1)

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

    TO
      RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

    PAYABLE
      PRIOR TO THE EXCHANGE DATE

     

    CERTIFICATE

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-1
          (1)

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:
      __________________, 20__

     

    [To
      be
      dated no earlier than the 15th day prior

    to
      the
      earlier of (i) the Exchange Date or

    (ii)
      the
      relevant Interest Payment Date occurring

    prior
      to
      the Exchange Date, as applicable]

     

    
      	 	
              [Name
                of Person Making

            
	 	
              Certification]

            
	 	 
	 	 
	 	
              (Authorized
                Signator)

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        A-1
          (2)

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CERTIFICATE TO BE GIVEN BY EUROCLEAR

    AND
      CEDEL
      S.A. IN CONNECTION WITH THE EXCHANGE OF

    A
      PORTION
      OF A TEMPORARY GLOBAL SECURITY OR TO

    OBTAIN
      INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

     

    CERTIFICATE

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-2
          (1)

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:
      __________________, 20__

     

    [To
      be
      dated no earlier than the earlier of

    the
      Exchange Date or the relevant Interest

    Payment
      Date occurring prior to the Exchange

    Date,
      as
      applicable]

     

    [Morgan
      Guaranty Trust Company of New York,

    Brussels
      Office,] as Operator of the Euroclear

    System
      [Cedel S.A.]

     

    By:

    
      


      
        
          
          

        

        
          A-2
            (2)