Exhibit
        4.5

       

    

    
      

      

    

    
 

    Energy
      XXI (Bermuda) Limited,

    as
      Issuer

     

    and

     

    The
      Subsidiary Guarantors named herein,

    as
      Subsidiary Guarantors

     

    to

     

    [Trustee's
      Name],

    as
      Trustee

     

    


     

    SUBORDINATED
      INDENTURE

     

    Dated
      as of _____________, 200_

     

    


     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

     

    
      	 	 	
              PAGE

            
	 	 	 
	
              PARTIES

            	
              1

            
	
              RECITALS
                OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

            	
              1

            
	 
	
              ARTICLE
                ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                APPLICATION

            
	 
	
              SECTION
                101.

            	
              Definitions.

            	
              1

            
	
              Act

            	
              2

            
	
              Affiliate

            	
              2

            
	
              Authenticating
                Agent

            	
              2

            
	
              Board
                of Directors

            	
              2

            
	
              Board
                Resolution

            	
              2

            
	
              Business
                Day

            	
              2

            
	
              Capital
                Stock

            	
              2

            
	
              Commission

            	
              2

            
	
              Common
                Stock

            	
              3

            
	
              Company

            	
              3

            
	
              Company
                Request

            	
              3

            
	
              Company
                Order

            	
              3

            
	
              Conversion
                Agent

            	
              3

            
	
              Corporate
                Trust Office

            	
              3

            
	
              corporation

            	
              3

            
	
              Covenant
                Defeasance

            	
              3

            
	
              Defaulted
                Interest

            	
              3

            
	
              Defeasance

            	
              3

            
	
              Depositary

            	
              3

            
	
              Event
                of Default

            	
              3

            
	
              Exchange
                Act

            	
              3

            
	
              Expiration
                Date

            	
              3

            
	
              Global
                Security

            	
              3

            
	
              Holder

            	
              3

            
	
              Indenture

            	
              3

            
	
              interest

            	
              4

            
	
              Interest
                Payment Date

            	
              4

            
	
              Investment
                Company Act

            	
              4

            
	
              Maturity

            	
              4

            
	
              Notice
                of Default

            	
              4

            
	
              Officers'
                Certificate

            	
              4

            
	
              Opinion
                of Counsel

            	
              4

            
	
              Original
                Issue Discount Security

            	
              4

            
	
              Outstanding

            	
              4

            
	
              Paying
                Agent

            	
              5

            
	
              Person

            	
              5

            
	
              Place
                of Payment

            	
              5

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Predecessor
                Security

            	
              6

            
	
              Redemption
                Date

            	
              6

            
	
              Redemption
                Price

            	
              6

            
	
              Regular
                Record Date

            	
              6

            
	
              Securities

            	
              6

            
	
              Securities
                Act

            	
              6

            
	
              Security
                Register

            	
              6

            
	
              Security
                Registrar

            	
              6

            
	
              Senior
                Debt

            	
              6

            
	
              Significant
                Subsidiary

            	
              6

            
	
              Special
                Record Date

            	
              6

            
	
              Stated
                Maturity

            	
              6

            
	
              Subsidiary

            	
              6

            
	
              Subsidiary
                Guarantees

            	
              7

            
	
              Subsidiary
                Guarantors

            	
              7

            
	
              Trust
                Indenture Act

            	
              7

            
	
              Trustee

            	
              7

            
	
              U.S.
                Government Obligation

            	
              7

            
	
              Vice
                President

            	
              7

            
	
              Voting
                Stock

            	
              7

            
	
              Wholly
                Owned Subsidiary

            	
              7

            
	
              SECTION
                102.

            	
              Compliance
                Certificates and Opinions.

            	
              7

            
	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee.

            	
              8

            
	
              SECTION
                104.

            	
              Acts
                of Holders; Record Dates.

            	
              8

            
	
              SECTION
                105.

            	
              Notices,
                Etc., to Trustee and Company.

            	
              10

            
	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver.

            	
              11

            
	
              SECTION
                107.

            	
              Conflict
                with Trust Indenture Act.

            	
              11

            
	
              SECTION
                108.

            	
              Effect
                of Headings and Table of Contents.

            	
              11

            
	
              SECTION
                109.

            	
              Successors
                and Assigns.

            	
              12

            
	
              SECTION
                110.

            	
              Separability
                Clause.

            	
              12

            
	
              SECTION
                111.

            	
              Benefits
                of Indenture.

            	
              12

            
	
              SECTION
                112.

            	
              Governing
                Law.

            	
              12

            
	
              SECTION
                113.

            	
              Legal
                Holidays.

            	
              12

            
	 
	
              ARTICLE
                TWO SECURITY FORMS

            
	 
	
              SECTION
                201.

            	
              Forms
                Generally.

            	
              12

            
	
              SECTION
                202.

            	
              Form
                of Face of Security.

            	
              13

            
	
              SECTION
                203.

            	
              Form
                of Reverse of Security.

            	
              15

            
	
              SECTION
                204.

            	
              Form
                of Subsidiary Guarantee.

            	
              19

            
	
              SECTION
                205.

            	
              Form
                of Legend for Global Securities.

            	
              21

            
	
              SECTION
                206.

            	
              Form
                of Trustee's Certificate of Authentication.

            	
              21

            
	
              SECTION
                207.

            	
              Form
                of Conversion Notice.

            	
              22

            
	 
	
              ARTICLE
                THREE THE SECURITIES

            
	 
	
              SECTION
                301.

            	
              Amount
                Unlimited; Issuable in Series.

            	
              23

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                302.

            	
              Denominations.

            	
              26

            
	
              SECTION
                303.

            	
              Execution,
                Authentication, Delivery and Dating.

            	
              26

            
	
              SECTION
                304.

            	
              Temporary
                Securities.

            	
              27

            
	
              SECTION
                305.

            	
              Registration,
                Registration of Transfer and Exchange.

            	
              28

            
	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities.

            	
              29

            
	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights Preserved.

            	
              30

            
	
              SECTION
                308.

            	
              Persons
                Deemed Owners.

            	
              31

            
	
              SECTION
                309.

            	
              Cancellation.

            	
              32

            
	
              SECTION
                310.

            	
              Computation
                of Interest.

            	
              32

            
	 
	
              ARTICLE
                FOUR SATISFACTION AND DISCHARGE

            
	 
	
              SECTION
                401.

            	
              Satisfaction
                and Discharge of Indenture.

            	
              32

            
	
              SECTION
                402.

            	
              Application
                of Trust Money.

            	
              33

            
	 
	
              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.

            	
              37

            
	
              SECTION
                505.

            	
              Trustee
                May Enforce Claims Without Possession of Securities.

            	
              38

            
	
              SECTION
                506.

            	
              Application
                of Money Collected.

            	
              38

            
	
              SECTION
                507.

            	
              Limitation
                on Suits.

            	
              38

            
	
              SECTION
                508.

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

            	
              39

            
	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies.

            	
              39

            
	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative.

            	
              39

            
	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver.

            	
              40

            
	
              SECTION
                512.

            	
              Control
                by Holders.

            	
              40

            
	
              SECTION
                513.

            	
              Waiver
                of Past Defaults.

            	
              40

            
	
              SECTION
                514.

            	
              Undertaking
                for Costs.

            	
              41

            
	
              SECTION
                515.

            	
              Waiver
                of Usury, Stay or Extension Laws.

            	
              41

            
	 
	
              ARTICLE
                SIX THE TRUSTEE

            
	 
	
              SECTION
                601.

            	
              Certain
                Duties and Responsibilities.

            	
              41

            
	
              SECTION
                602.

            	
              Notice
                of Defaults.

            	
              41

            
	
              SECTION
                603.

            	
              Certain
                Rights of Trustee.

            	
              42

            
	
              SECTION
                604.

            	
              Not
                Responsible for Recitals or Issuance of Securities.

            	
              42

            
	
              SECTION
                605.

            	
              May
                Hold Securities.

            	
              43

            
	
              SECTION
                606.

            	
              Money
                Held in Trust.

            	
              43

            
	
              SECTION
                607.

            	
              Compensation
                and Reimbursement.

            	
              43

            
	
              SECTION
                608.

            	
              Conflicting
                Interests.

            	
              43

            
	
              SECTION
                609.

            	
              Corporate
                Trustee Required; Eligibility.

            	
              44

            
	
              SECTION
                610.

            	
              Resignation
                and Removal; Appointment of Successor.

            	
              44

            
	
              SECTION
                611.

            	
              Acceptance
                of Appointment by Successor.

            	
              45

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                612.

            	
              Merger,
                Conversion, Consolidation or Succession to Business.

            	
              46

            
	
              SECTION
                613.

            	
              Preferential
                Collection of Claims Against Company and Subsidiary
                Guarantors.

            	
              47

            
	
              SECTION
                614.

            	
              Appointment
                of Authenticating Agent.

            	
              47

            
	 
	
              ARTICLE
                SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            
	 
	
              SECTION
                701.

            	
              Company
                to Furnish Trustee Names and Addresses of Holders.

            	
              48

            
	
              SECTION
                702.

            	
              Preservation
                of Information; Communications to Holders.

            	
              49

            
	
              SECTION
                703.

            	
              Reports
                by Trustee.

            	
              49

            
	
              SECTION
                704.

            	
              Reports
                by Company and Subsidiary Guarantors.

            	
              49

            
	 
	
              ARTICLE
                EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                LEASE

            
	 
	
              SECTION
                801.

            	
              Company
                May Consolidate, Etc., Only on Certain Terms.

            	
              50

            
	
              SECTION
                802.

            	
              Subsidiary
                Guarantors May Consolidate, Etc., Only on Certain Terms.

            	
              51

            
	
              SECTION
                803.

            	
              Successor
                Substituted.

            	
              51

            
	 
	
              ARTICLE
                NINE SUPPLEMENTAL INDENTURES

            
	 
	
              SECTION
                901.

            	
              Supplemental
                Indentures Without Consent of Holders.

            	
              52

            
	
              SECTION
                902.

            	
              Supplemental
                Indentures With Consent of Holders.

            	
              53

            
	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures.

            	
              54

            
	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures.

            	
              54

            
	
              SECTION
                905.

            	
              Conformity
                with Trust Indenture Act.

            	
              54

            
	
              SECTION
                906.

            	
              Reference
                in Securities to Supplemental Indentures.

            	
              55

            
	 
	
              ARTICLE
                TEN COVENANTS

            
	 
	
              SECTION
                1001.

            	
              Payment
                of Principal, Premium and Interest.

            	
              55

            
	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency.

            	
              55

            
	
              SECTION
                1003.

            	
              Money
                for Securities Payments to Be Held in Trust.

            	
              56

            
	
              SECTION
                1004.

            	
              Statement
                by Officers as to Default.

            	
              57

            
	
              SECTION
                1005.

            	
              Existence.

            	
              57

            
	
              SECTION
                1006.

            	
              Maintenance
                of Properties.

            	
              57

            
	
              SECTION
                1007.

            	
              Payment
                of Taxes and Other Claims.

            	
              57

            
	
              SECTION
                1008.

            	
              Maintenance
                of Insurance.

            	
              58

            
	
              SECTION
                1009.

            	
              Waiver
                of Certain Covenants.

            	
              58

            
	 
	
              ARTICLE
                ELEVEN REDEMPTION OF SECURITIES

            
	 
	
              SECTION
                1101.

            	
              Applicability
                of Article.

            	
              58

            
	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee.

            	
              58

            
	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to Be Redeemed.

            	
              59

            
	
              SECTION
                1104.

            	
              Notice
                of Redemption.

            	
              60

            
	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price.

            	
              60

            
	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date.

            	
              61

            
	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part.

            	
              61

            


    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              ARTICLE
                TWELVE SUBORDINATION OF SECURITIES

            
	 
	
              SECTION
                1201.

            	
              Applicability
                of Article.

            	
              61

            
	
              SECTION
                1202.

            	
              Securities
                Subordinate to Senior Debt.

            	
              61

            
	
              SECTION
                1203.

            	
              Payment
                Over of Proceeds Upon Dissolution, Etc.

            	
              62

            
	
              SECTION
                1204.

            	
              No
                Payment When Senior Debt of the Company in Default.

            	
              63

            
	
              SECTION
                1205.

            	
              Payment
                Permitted If No Default.

            	
              64

            
	
              SECTION
                1206.

            	
              Subrogation
                to Rights of Holders of Senior Debt of the Company.

            	
              64

            
	
              SECTION
                1207.

            	
              Provisions
                Solely to Define Relative Rights.

            	
              65

            
	
              SECTION
                1208.

            	
              Trustee
                to Effectuate Subordination.

            	
              65

            
	
              SECTION
                1209.

            	
              No
                Waiver of Subordination Provisions.

            	
              65

            
	
              SECTION
                1210.

            	
              Notice
                to Trustee.

            	
              66

            
	
              SECTION
                1211.

            	
              Reliance
                on Judicial Order or Certificate of Liquidating Agent.

            	
              66

            
	
              SECTION
                1212.

            	
              Trustee
                Not Fiduciary for Holders of Senior Debt of the Company.

            	
              67

            
	
              SECTION
                1213.

            	
              Rights
                of Trustee as Holder of Senior Debt of the Company; Preservation
                of
                Trustee's Rights.

            	
              67

            
	
              SECTION
                1214.

            	
              Article
                Applicable to Paying Agents.

            	
              67

            
	
              SECTION
                1215.

            	
              Defeasance
                of this Article Twelve.

            	
              67

            
	 
	
              ARTICLE
                THIRTEEN SUBSIDIARY GUARANTEES

            
	 
	
              SECTION
                1301.

            	
              Applicability
                of Article.

            	
              68

            
	
              SECTION
                1302.

            	
              Subsidiary
                Guarantees.

            	
              68

            
	
              SECTION
                1303.

            	
              Execution
                and Delivery of Subsidiary Guarantees.

            	
              70

            
	
              SECTION
                1304.

            	
              Release
                of Subsidiary Guarantors.

            	
              70

            
	
              SECTION
                1305.

            	
              Additional
                Subsidiary Guarantors.

            	
              71

            
	
              SECTION
                1306.

            	
              Limitation
                on Liability.

            	
              71

            
	 
	
              ARTICLE
                FOURTEEN SUBORDINATION OF SUBSIDIARY GUARANTEES

            
	 
	
              SECTION
                1401.

            	
              Applicability
                of Article.

            	
              71

            
	
              SECTION
                1402.

            	
              Subsidiary
                Guarantees Subordinate to Senior Debt of Subordinate
                Guarantors.

            	
              71

            
	
              SECTION
                1403.

            	
              Payment
                Over of Proceeds Upon Dissolution, Etc.

            	
              72

            
	
              SECTION
                1404.

            	
              No
                Payment When Senior Debt of such Subsidiary Guarantor in
                Default.

            	
              73

            
	
              SECTION
                1405.

            	
              Payment
                Permitted If No Default.

            	
              74

            
	
              SECTION
                1406.

            	
              Subrogation
                to Rights of Holders of Senior Debt of such Subsidiary
                Guarantor.

            	
              74

            
	
              SECTION
                1407.

            	
              Provisions
                Solely to Define Relative Rights.

            	
              74

            
	
              SECTION
                1408.

            	
              Trustee
                to Effectuate Subordination.

            	
              75

            
	
              SECTION
                1409.

            	
              No
                Waiver of Subordination Provisions.

            	
              75

            
	
              SECTION
                1410.

            	
              Notice
                to Trustee.

            	
              75

            
	
              SECTION
                1411.

            	
              Reliance
                on Judicial Order or Certificate of Liquidating Agent.

            	
              76

            
	
              SECTION
                1412.

            	
              Trustee
                Not Fiduciary for Holders of Senior Debt of such Subsidiary
                Guarantor.

            	
              76

            


    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                1413.

            	
              Rights
                of Trustee as Holder of Senior Debt of such Subsidiary Guarantor;
                Preservation of Trustee's Rights.

            	
              77

            
	
              SECTION
                1414.

            	
              Article
                Applicable to Paying Agents.

            	
              77

            
	
              SECTION
                1415.

            	
              Defeasance
                of this Article Fourteen.

            	
              77

            
	 
	
              ARTICLE
                FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE

            
	 
	
              SECTION
                1501.

            	
              Company's
                Option to Effect Defeasance or Covenant Defeasance.

            	
              77

            
	
              SECTION
                1502.

            	
              Defeasance
                and Discharge.

            	
              78

            
	
              SECTION
                1503.

            	
              Covenant
                Defeasance.

            	
              78

            
	
              SECTION
                1504.

            	
              Conditions
                to Defeasance or Covenant Defeasance.

            	
              79

            
	
              SECTION
                1505.

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

            	
              81

            
	
              SECTION
                1506.

            	
              Reinstatement.

            	
              81

            
	 
	
              ARTICLE
                SIXTEEN SINKING FUNDS

            
	 
	
              SECTION
                1601.

            	
              Applicability
                of Article.

            	
              82

            
	
              SECTION
                1602.

            	
              Satisfaction
                of Sinking Fund Payments with Securities.

            	
              82

            
	
              SECTION
                1603.

            	
              Redemption
                of Securities for Sinking Fund.

            	
              82

            
	 	 	 
	 	 	 
	
              SIGNATURES

            	
              83

            
	
              SCHEDULE
                I

            	
              I-1

            


    

     

    
 

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    ENERGY
      XXI (BERMUDA) LIMITED

     

    CERTAIN
      SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310

    THROUGH 318,
      INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

     

    
      	
              TRUST
                INDENTURE

                 
                ACT SECTION       

            	
              INDENTURE
                SECTION

            


    

    
      	 	 
	
              Section
                310(a)(1) 

            	
              609

            
	
              (a)(2)

            	
              609

            
	
              (a)(3)

            	
              Not
                Applicable

            
	
              (a)(4)

            	
              Not
                Applicable

            
	
              (b)

            	
              608

            
	 	
              610

            
	
              Section
                311(a) 

            	
              613

            
	
              (b)

            	
              613

            
	
              Section
                312(a)

            	
              701

            
	 	
              702

            
	
              (b)

            	
              702

            
	
              (c)

            	
              702

            
	
              Section
                313(a) 

            	
              703

            
	
              (b)

            	
              703

            
	
              (c)

            	
              703

            
	
              (d)

            	
              703

            
	
              Section
                314(a) 

            	
              704

            
	
              (a)(4)

            	
              101

            
	 	
              1004

            
	
              (b)

            	
              Not
                Applicable

            
	
              (c)(1)

            	
              102

            
	
              (c)(2)

            	
              102

            
	
              (c)(3)

            	
              Not
                Applicable

            
	
              (d)

            	
              Not
                Applicable

            
	
              (e)

            	
              102

            
	
              Section
                315(a) 

            	
              601

            
	
              (b)

            	
              602

            
	
              (c)

            	
              601

            
	
              (d)

            	
              601

            
	
              (e)

            	
              514

            
	
              Section
                316(a) 

            	
              101

            
	
              (a)(1)(A)

            	
              502

            
	 	
              512

            
	
              (a)(1)(B)

            	
              513

            
	
              (a)(2)

            	
              Not
                Applicable

            
	
              (b)

            	
              508

            
	
              (c)

            	
              104

            


    

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                TRUST
                  INDENTURE

                   
                  ACT SECTION       

              	
                INDENTURE
                  SECTION

              


      

       

    

    
      	
              Section
                317(a)(1) 

            	
              503

            
	
              (a)(2)

            	
              504

            
	
              (b)

            	
              1003

            
	
              Section
                318(a) 

            	
              107

            


    

    


    


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

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    



    INDENTURE,
      dated as of __________, 200__, among Energy XXI (Bermuda) Limited, a corporation
      duly organized and existing under the laws of Bermuda (herein called the
      "Company"), having its principal office at Canon’s Court, 22 Victoria Street, PO
      Box HM 1179, Hamilton HM EX, Bermuda, each of the Subsidiary Guarantors (as
      hereinafter defined) and [Trustee's
      Name],
      a
      banking corporation duly organized and existing under the laws of the State
      of
[________],
      as
      Trustee (herein called the "Trustee").

     

    RECITALS
      OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

     

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

     

    The
      Company and the Subsidiary Guarantors are members of the same consolidated
      group
      of companies. The Subsidiary Guarantors will derive direct and indirect economic
      benefit from the issuance of the Securities. Accordingly, each Subsidiary
      Guarantor has duly authorized the execution and delivery of this Indenture
      to
      provide for its full, unconditional and joint and several guarantee of the
      Securities to the extent provided in or pursuant this Indenture.

     

    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 agreed, for the equal and proportionate benefit
      of all Holders of the Securities or of series thereof, as follows: 

     

    ARTICLE
      ONE

     

    DEFINITIONS
      AND OTHER PROVISIONS

    OF
      GENERAL APPLICATION

     

    
      	
              SECTION
                101.

            	
              Definitions.

            


    

     

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

     

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

     

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

     

    (3) all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles, and, except as
      otherwise herein expressly provided, the term "generally accepted accounting
      principles" with respect to any computation required or permitted hereunder
      shall mean such accounting principles as are generally accepted at the date
      of
      this instrument;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (4) unless
      the context otherwise requires, any reference to an "Article" or a "Section"
      refers to an Article or a Section, as the case may be, of this Indenture;
      and

     

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

     

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

     

    "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;
      provided that direct or indirect beneficial ownership of 10% or more of the
      Voting Stock of a Person shall be deemed to control.

     

    "Authenticating
      Agent" means any Person authorized by the Trustee pursuant to Section 614 to
      act
      on behalf of the Trustee to authenticate Securities of one or more
      series.

     

    "Board
      of
      Directors" means, with respect to the Company, either the board of directors
      of
      the Company or any committee of that board duly authorized to act for it in
      respect hereof, and with respect to any Subsidiary Guarantor, either the board
      of directors of such Subsidiary Guarantor or any committee of that board duly
      authorized to act for it in respect hereof.

     

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

     

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

     

    "Capital
      Stock" of any Person means any and all shares, interests, participations or
      other equivalents (however designated) of corporate stock or other equity
      participations, including partnership interests, whether general or limited,
      of
      such Person.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    "Common
      Stock" means the common stock, no par value, of the Company as the same exists
      at the date of execution and delivery of this Indenture or other Capital Stock
      of the Company into which such common stock is converted, reclassified or
      changed from time to time.

     

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

     

    "Company
      Request" or "Company Order" means a written request or order signed in the
      name
      of the Company by its Chairman of the Board of Directors, its Vice Chairman
      of
      the Board of Directors, its President or a Vice President, and by its Treasurer,
      an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
      to the Trustee.

     

    "Conversion
      Agent" means any Person authorized by the Company to convert any Securities
      on
      behalf of the Company.

     

    "Corporate
      Trust Office" means the principal office of the Trustee at which at any
      particular time its corporate trust business shall be administered, such office
      being located on the date hereof at [Trustee's
      Address].

     

    "corporation"
      means a corporation, association, limited liability company, joint-stock company
      or business trust.

     

    "Covenant
      Defeasance" has the meaning specified in Section 1503.

     

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

     

    "Defeasance"
      has the meaning specified in Section 1502.

     

    "Depositary"
      means, with respect to Securities of any series issuable in whole or in part
      in
      the form of one or more Global Securities, a clearing agency registered under
      the Exchange Act that is designated to act as Depositary for such Securities
      as
      contemplated by Section 301.

     

    "Event
      of
      Default" has the meaning specified in Section 501.

     

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

     

    "Expiration
      Date" has the meaning specified in Section 104.

     

    "Global
      Security" means a Security that evidences all or part of the Securities of
      any
      series and bears the legend set forth in Section 205 (or such legend as may
      be
      specified as contemplated by Section 301 for such Securities).

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

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

     

    "Investment
      Company Act" means the Investment Company Act of 1940 and any statute successor
      thereto, in each case as amended from time to time.

     

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

     

    "Notice
      of Default" means a written notice of the kind specified in Section
      501(4).

     

    "Officers'
      Certificate" means a certificate signed by the Chairman of the Board of
      Directors, a Vice Chairman of the Board of Directors, the President or a Vice
      President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
      Assistant Secretary, of the Company or a Subsidiary Guarantor, as the case
      may
      be, and delivered to the Trustee. One of the officers signing an Officers'
      Certificate given pursuant to Section 1004 shall be the principal executive,
      financial or accounting officer of the Company.

     

    "Opinion
      of Counsel" means, as to the Company or a Subsidiary Guarantor, a written
      opinion of counsel, who may be counsel for the Company or such Subsidiary
      Guarantor, as the case may be, and who shall be acceptable to the
      Trustee.

     

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

     

    "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
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) 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;
      provided that, if such Securities are to be redeemed, notice of such redemption
      has been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (3) Securities
      as to which Defeasance has been effected pursuant to Section 1502;
      and

     

    (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;

     

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

     

    "Paying
      Agent" means any Person authorized by the Company to pay the principal of or
      any
      premium or interest on any Securities on behalf of the Company.

     

    "Person"
      means any individual, corporation, partnership, joint venture, trust,
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    "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 shall be deemed to evidence the same debt
      as
      the mutilated, destroyed, lost or stolen Security.

     

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

     

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

     

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

     

    "Securities"
      has the meaning stated in the first recital of this Indenture and more
      particularly means any Securities authenticated and delivered under this
      Indenture.

     

    "Securities
      Act" means the Securities Act of 1933 and any statute successor thereto, in
      each
      case as amended from time to time.

     

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

     

    "Senior
      Debt" with respect to any series of Securities shall have the meaning specified
      as contemplated by Section 301.

     

    "Significant
      Subsidiary" means, at any date of determination, any Subsidiary that represents
      10% or more of the Company's consolidated total assets at the end of the most
      recent fiscal quarter for which financial information is available or 10% or
      more of the Company's consolidated net revenues or consolidated operating income
      for the most recent four quarters for which financial information is
      available.

     

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

     

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

     

    "Subsidiary"
      of any Person means (1) a corporation more than 50% of the combined voting
      power
      of the outstanding Voting Stock of which is owned, directly or indirectly,
      by
      such Person or by one or more other Subsidiaries of such Person or by such
      Person and one or more Subsidiaries thereof or (2) any other Person (other
      than
      a corporation) in which such Person, or one or more other Subsidiaries of such
      Person or such Person and one or more other Subsidiaries thereof, directly
      or
      indirectly, has at least a majority ownership and power to direct the policies,
      management and affairs thereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    "Subsidiary
      Guarantees" means the guarantees of each Subsidiary Guarantor as provided in
      Article Thirteen.

     

    "Subsidiary
      Guarantors" means (i) the subsidiaries listed in Schedule I hereto; (ii) any
      successor of the foregoing; and (iii) each other Subsidiary of the Company
      that
      becomes a Subsidiary Guarantor in accordance with Section 1305 hereof, in each
      case (i), (ii) and (iii) until such Subsidiary Guarantor ceases to be such
      in
      accordance with Section 1304 hereof.

     

    "Trust
      Indenture Act" means the Trust Indenture Act of 1939 as in force at the date
      as
      of which this instrument was executed; provided, however, that in the event
      the
      Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
      means, to the extent required by any such amendment, the Trust Indenture Act
      of
      1939 as so amended.

     

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

     

    "U.S.
      Government Obligation" has the meaning specified in Section 1504.

     

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

     

    "Voting
      Stock" of any Person means Capital Stock of such Person which ordinarily has
      voting power for the election of directors (or persons performing similar
      functions) of such Person, whether at all times or only so long as no senior
      class of securities has such voting power by reason of any
      contingency.

     

    "Wholly
      Owned Subsidiary" of any Person means a Subsidiary of such Person all of the
      outstanding Capital Stock or other ownership interests of which (other than
      directors' qualifying shares) shall at the time be owned by such Person or
      by
      one or more Wholly Owned Subsidiaries of such Person or by such Person and
      one
      or more Wholly Owned Subsidiaries of such Person.

     

    
      	
              SECTION
                102.

            	
              Compliance
                Certificates and Opinions.

            


    

     

    Upon
      any
      application or request by the Company or any Subsidiary Guarantor to the Trustee
      to take any action under any provision of this Indenture, the Company and/or
      such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such
      certificates and opinions as may be required under the Trust Indenture Act.
      Each
      such certificate or opinion shall be given in the form of an Officers'
      Certificate, if to be given by an officer of the Company or a Subsidiary
      Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
      with the requirements of the Trust Indenture Act and any other requirements
      set
      forth in this Indenture.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                104.

            	
              Acts
                of Holders; Record Dates.

            


    

     

    Whenever
      in this Indenture it is provided that the Holders of a specified percentage
      in
      aggregate principal amount of the Securities of any or all series may take
      action (including the making of any demand or request, the giving of any
      direction, notice, consent or waiver or the taking of any other action) the
      fact
      that at the time of taking any such action the Holders of such specified
      percentage have joined therein may be evidenced (a) by any instrument or any
      number of instruments of similar tenor executed by Holders in person or by
      agent
      or proxy appointed in writing, (b) by the record of the Holders voting in favor
      thereof at any meeting of Holders duly called and held in accordance with
      procedures approved by the Trustee, (c) by a combination of such instrument
      or
      instruments and any such record of such a meeting of Holders or (d) in the
      case
      of Securities evidenced by a Global Security, by any electronic transmission
      or
      other message, whether or not in written format, that complies with the
      Depositary's applicable procedures. Such evidence (and the action embodied
      therein and evidenced thereby) are herein sometimes referred to as the "Act"
      of
      the relevant Holders. Proof of execution of any such instrument or of a writing
      appointing any such agent or proxy shall be sufficient for any purpose of this
      Indenture and (subject to Section 601) conclusive in favor of the Trustee and
      the Company, if made in the manner provided in this Section.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

     

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

     

    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 or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security.

     

    The
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give, make or take
      any request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given, made or taken by
      Holders of Securities of such series, provided that the Company may not set
      a
      record date for, and the provisions of this paragraph shall not apply with
      respect to, the giving or making of any notice, declaration, request or
      direction referred to in the next paragraph. If any record date is set pursuant
      to this paragraph, the Holders of Outstanding Securities of the relevant series
      on such record date, and no other Holders, shall be entitled to take the
      relevant action, whether or not such Holders remain Holders after such record
      date; provided that no such action shall be effective hereunder unless taken
      on
      or prior to the applicable Expiration Date by Holders of the requisite principal
      amount of Outstanding Securities of such series on such record date. Nothing
      in
      this paragraph shall be construed to prevent the Company from setting a new
      record date for any action for which a record date has previously been set
      pursuant to this paragraph (whereupon the record date previously set shall
      automatically and with no action by any Person be cancelled and of no effect),
      and nothing in this paragraph shall be construed to render ineffective any
      action taken by Holders of the requisite principal amount of Outstanding
      Securities of the relevant series on the date such action is taken. Promptly
      after any record date is set pursuant to this paragraph, the Company, at its
      own
      expense, shall cause notice of such record date, the proposed action by Holders
      and the applicable Expiration Date to be given to the Trustee in writing and
      to
      each Holder of Securities of the relevant series in the manner set forth in
      Section 106.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

    With
      respect to any record date set pursuant to this Section, the party hereto which
      sets such record dates may designate any day as the "Expiration Date" and from
      time to time may change the Expiration Date to any earlier or later day;
      provided that no such change shall be effective unless notice of the proposed
      new Expiration Date is given to the other party hereto in writing, and to each
      Holder of Securities of the relevant series in the manner set forth in
      Section 106, on or prior to the existing Expiration Date. If an Expiration
      Date is not designated with respect to any record date set pursuant to this
      Section, the party hereto which set such record date shall be deemed to have
      initially designated the 180th day after such record date as the Expiration
      Date
      with respect thereto, subject to its right to change the Expiration Date as
      provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
      shall be later than the 180th day after the applicable record date.

     

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

     

    
      	
              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:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (1) the
      Trustee by any Holder or by the Company or any Subsidiary Guarantor shall be
      sufficient for every purpose hereunder if made, given, furnished or filed in
      writing in the English language to or with the Trustee at its Corporate Trust
      Office, Attention: Corporate Trust Department; or

     

    (2) the
      Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly
      provided) if in writing in the English language and mailed, first-class postage
      prepaid, in the case of the Company addressed to it at the address of its
      principal office specified in the first paragraph of this instrument or at
      any
      other address previously furnished in writing to the Trustee by the Company
      and,
      in the case of any Subsidiary Guarantor, to it at the address of the Company's
      principal office specified in the first paragraph of this instrument, Attention:
      Chief Financial Officer, or at any other address previously furnished in writing
      to the Trustee by such Subsidiary Guarantor.

     

    
      	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver.

            


    

     

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

     

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

     

    
      	
              SECTION
                107.

            	
              Conflict
                with Trust Indenture Act.

            


    

     

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

     

    
      	
              SECTION
                108.

            	
              Effect
                of Headings and Table of Contents.

            


    

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                109.

            	
              Successors
                and Assigns.

            


    

     

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

     

    
      	
              SECTION
                110.

            	
              Separability
                Clause.

            


    

     

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

     

    
      	
              SECTION
                111.

            	
              Benefits
                of Indenture.

            


    

     

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

     

    
      	
              SECTION
                112.

            	
              Governing
                Law.

            


    

     

    This
      Indenture, the Securities and the Subsidiary Guarantees shall be governed by
      and
      construed in accordance with the law of the State of New York.

     

    
      	
              SECTION
                113.

            	
              Legal
                Holidays.

            


    

     

    In
      any
      case where any Interest Payment Date, Redemption Date, purchase date or Stated
      Maturity of any Security shall not be a Business Day at any Place of Payment,
      then (notwithstanding any other provision of this Indenture or of the Securities
      (other than a provision of any Security which specifically states that such
      provision shall apply in lieu of this Section)) payment of interest or principal
      (and premium, if any) need not be made at such Place of Payment on such date,
      but may be made on the next succeeding Business Day at such Place of Payment
      with the same force and effect as if made on the Interest Payment Date,
      Redemption Date or purchase date, or at the Stated Maturity.

     

    ARTICLE
      TWO

     

    SECURITY
      FORMS

     

    
      	
              SECTION
                201.

            	
              Forms
                Generally.

            


    

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    
      	
              SECTION
                202.

            	
              Form
                of Face of Security.

            


    

     

    [Insert
      any legend required by the Internal Revenue Code and the regulations
      thereunder.]

    


    Energy
      XXI (Bermuda) Limited

     

    ______________________________________

     

    
      	No.__________ 	
              $
                ________

            


    

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    [If
      the
      Security is not to bear interest prior to Maturity, insert -- The principal
      of
      this Security shall not bear interest except in the case of a default in payment
      of principal upon acceleration, upon redemption or at Stated Maturity and in
      such case the overdue principal and any overdue premium shall bear interest
      at
      the rate of ____% per annum (to the extent that the payment of such interest
      shall be legally enforceable), from the dates such amounts are due until they
      are paid or made available for payment. Interest on any overdue principal or
      premium shall be payable on demand. Any such interest on overdue principal
      or
      premium which is not paid on demand shall bear interest at the rate of ______%
      per annum (to the extent that the payment of such interest on interest shall
      be
      legally enforceable), from the date of such demand until the amount so demanded
      is paid or made available for payment. Interest on any overdue interest shall
      be
      payable on demand.] 

     

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

     

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

     

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

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      under its corporate seal.

     

    Dated:
      

     

    
      	 	
              Energy
                XXI (Bermuda) Limited

            
	 	 
	 	 
	 	
              By:
                ___________________________

            


    

    


    Attest:

     

    _________________________

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	
              SECTION
                203.

            	
              Form
                of Reverse of Security.

            


    

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the "Securities"), issued and to be issued in one or more series under
      an
      Indenture, dated as of _________, 200__ (herein called the "Indenture", which
      term shall have the meaning assigned to it in such instrument), among the
      Company, the Subsidiary Guarantors named therein and [Trustee's
      Name],
      as
      Trustee (herein called the "Trustee", which term includes any successor trustee
      under the Indenture), and reference is hereby made to the Indenture for a
      statement of the respective rights, limitations of rights, duties and immunities
      thereunder of the Company, the Subsidiary Guarantors, the Trustee, the holders
      of Senior Debt and the Holders of the Securities and of the terms upon which
      the
      Securities are, and are to be, authenticated and delivered. This Security is
      one
      of the series designated on the face hereof [if applicable, insert -- , limited
      in aggregate principal amount to $ __________].

     

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

     

    
      	
              Year

            	
              Redemption

                  Price   

            	
              Year

            	
              Redemption

                  Price   

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


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

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              Year

            	
              Redemption
                Price

              For
                Redemption

              Through
                Operation

              of
                the

                 Sinking
                Fund   

            	
              Redemption
                Price For

              Redemption
                Otherwise

              Than
                Through Operation

                of
                the Sinking Fund   

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


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

     

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

     

    [If
      applicable, insert -- The sinking fund for this series provides for the
      redemption on ____________ in each year beginning with the year _______ and
      ending with the year ______ of [if applicable, insert -- not less than $
      _________ ("mandatory sinking fund") and not more than] $ ________ aggregate
      principal amount of Securities of this series. Securities of this series
      acquired or redeemed by the Company otherwise than through [if applicable,
      insert -- mandatory] sinking fund payments may be credited against subsequent
      [if applicable, insert -- mandatory] sinking fund payments otherwise required
      to
      be made [if applicable, insert -- , in the inverse order in which they become
      due].]

     

    [If
      the
      Security is subject to redemption of any kind, insert -- In the event of
      redemption of this Security in part only, a new Security or Securities of this
      series and of like tenor for the unredeemed portion hereof will be issued in
      the
      name of the Holder hereof upon the cancellation hereof.]

     

    [If
      the
      Security is subject to conversion, insert - Subject to the provisions of the
      Indenture, each Holder has the right to convert the principal amount of this
      Security into fully paid and nonassessable shares of Common Stock of the Company
      at the initial conversion price per share of Common Stock of $_____ (or $_____
      in principal amount of Securities for each such share of Common Stock), or
      at
      the adjusted conversion price then in effect, if adjustment has been made as
      provided in the Indenture, upon surrender of the Security to the Conversion
      Agent, together with a fully executed notice in substantially the form attached
      hereto and, if required by the Indenture, an amount equal to accrued interest
      payable on this Security.]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and subject in right of payment to the prior payment
      in
      full of all Senior Debt of the Company, and this Security is issued subject
      to
      the provisions of the Indenture with respect thereto. Each Holder of this
      Security, by accepting the same, (a) agrees to and shall be bound by such
      provisions, (b) authorizes and directs the Trustee on his behalf to take such
      action as may be necessary or appropriate to effectuate the subordination so
      provided and (c) appoints the Trustee his attorney-in-fact for any and all
      such
      purposes.

     

    [If
      applicable, insert -- As provided in the Indenture and subject to certain
      limitations therein set forth, the obligations of the Company under this
      Security are guaranteed on a senior subordinated basis pursuant to the
      Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
      Guarantor shall be released from its Subsidiary Guarantee upon compliance with
      certain conditions.]

     

    [If
      applicable, insert -- The Indenture contains provisions for Defeasance at any
      time of [the entire indebtedness of this Security] [or] [certain restrictive
      covenants and Events of Default with respect to this Security] [, in each case]
      upon compliance with certain conditions set forth in the
      Indenture.]

     

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

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25% in principal amount of the
      Securities of this series at the time Outstanding shall have made written
      request to the Trustee to institute proceedings in respect of such Event of
      Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
      shall not have received from the Holders of a majority in principal amount
      of
      Securities of this series at the time Outstanding a direction inconsistent
      with
      such request, and shall have failed to institute any such proceeding, for 60
      days after receipt of such notice, request and offer of indemnity. The foregoing
      shall not apply to any suit instituted by the Holder of this Security for the
      enforcement of any payment of principal hereof or any premium or interest hereon
      on or after the respective due dates expressed herein.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                204.

            	
              Form
                of Subsidiary Guarantee.

            


    

     

    SUBSIDIARY
      GUARANTEE

     

    For
      value
      received, each of the Subsidiary Guarantors named (or deemed herein to be named)
      below hereby jointly and severally fully and unconditionally guarantees to
      the
      Holder of the Security upon which this Subsidiary Guarantee is endorsed, and
      to
      the Trustee on behalf of such Holder, the due and punctual payment of the
      principal of (and premium, if any) and interest on such Security when and as
      the
      same shall become due and payable, whether at the Stated Maturity, by
      acceleration, call for redemption, offer to purchase or otherwise, according
      to
      the terms thereof and of the Indenture referred to therein and to cover all
      the
      rights of the Trustee under Section 607. In case of the failure of the Company
      punctually to make any such payment, each of the Subsidiary Guarantors hereby
      jointly and severally agrees to cause such payment to be made punctually when
      and as the same shall become due and payable, whether at the Stated Maturity
      or
      by acceleration, call for redemption, offer to purchase or otherwise, and as
      if
      such payment were made by the Company.

     

    Each
      of
      the Subsidiary Guarantors hereby jointly and severally agrees that its
      obligations hereunder shall be absolute and unconditional, irrespective of,
      and
      shall be unaffected by, the validity, regularity or enforceability of such
      Security or the Indenture, the absence of any action to enforce the same or
      any
      release, amendment, waiver or indulgence granted to the Company or any other
      guarantor, or any consent to departure from any requirement of any other
      guarantee of all or of any of the Securities of this series, or any other
      circumstances which might otherwise constitute a legal or equitable discharge
      or
      defense of a surety or guarantor; provided, however, that, notwithstanding
      the
      foregoing, no such release, amendment, waiver or indulgence shall, without
      the
      consent of such Subsidiary Guarantor, increase the principal amount of such
      Security, or increase the interest rate thereon, or alter the Stated Maturity
      thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
      diligence, presentment, demand of payment, any requirement that the Trustee
      or
      any of the Holders protect, secure, perfect or insure any security interest
      in
      or other lien on any property subject thereto or exhaust any right or take
      any
      action against the Company or any other Person or any collateral, filing of
      claims with a court in the event of insolvency or bankruptcy of the Company,
      any
      right to require a proceeding first against the Company, protest or notice
      with
      respect to such Security or the indebtedness evidenced thereby and all demands
      whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
      except by complete performance of the obligations contained in such Security
      and
      in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after
      the occurrence and during the continuance of an Event of Default with respect
      to
      Securities of this series, the Trustee or any of the Holders are prevented
      by
      applicable law from exercising their respective rights to accelerate the
      maturity of the Securities of this series, to collect interest on the Securities
      of this series, or to enforce or exercise any other right or remedy with respect
      to the Securities of this series, such Subsidiary Guarantor agrees to pay to
      the
      Trustee for the account of the Holders, upon demand therefor, the amount that
      would otherwise have been due and payable had such rights and remedies been
      permitted to be exercised by the Trustee or any of the Holders.

     

    The
      indebtedness of each Subsidiary Guarantor evidenced by this Subsidiary Guarantee
      is, to the extent provided in the Indenture, subordinate in right of payment
      to
      the prior payment in full of all Senior Debt of such Subsidiary Guarantor,
      and
      the Subsidiary Guarantee of each Subsidiary Guarantor is issued subject to
      the
      provisions of the Indenture with respect thereto.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    No
      reference herein to the Indenture and no provision of this Subsidiary Guarantee
      or of the Indenture shall alter or impair the Subsidiary Guarantee of any
      Subsidiary Guarantor, which is absolute and unconditional, of the due and
      punctual payment of the principal (and premium, if any) and interest on the
      Security upon which this Subsidiary Guarantee is endorsed.

     

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

     

    This
      Subsidiary Guarantee shall remain in full force and effect and continue to
      be
      effective should any petition be filed by or against the Company for liquidation
      or reorganization, should the Company become insolvent or make an assignment
      for
      the benefit of creditors or should a receiver or trustee be appointed for all
      or
      any part of the Company's assets, and shall, to the fullest extent permitted
      by
      law, continue to be effective or be reinstated, as the case may be, if at any
      time payment and performance of the Securities of this series is, pursuant
      to
      applicable law, rescinded or reduced in amount, or must otherwise be restored
      or
      returned by any Holder of the Securities of this series, whether as a "voidable
      preference," "fraudulent transfer," or otherwise, all as though such payment
      or
      performance had not been made. In the event that any payment, or any part
      thereof, is rescinded, reduced, restored or returned, the Securities of this
      series shall, to the fullest extent permitted by law, be reinstated and deemed
      reduced only by such amount paid and not so rescinded, reduced, restored or
      returned.

     

    The
      Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released
      from this Subsidiary Guarantee upon the terms and subject to certain conditions
      provided in the Indenture.

     

    By
      delivery to the Trustee of a supplement to the Indenture referred to in the
      Security upon which this Subsidiary Guarantee is endorsed in accordance with
      the
      terms of the Indenture, each Person that becomes a Subsidiary Guarantor after
      the date of first issuance of the Securities of this series will be deemed
      to
      have executed and delivered this Subsidiary Guarantee for the benefit of the
      Holder of the Security upon which this Subsidiary Guarantee is endorsed with
      the
      same effect as if such Subsidiary Guarantor was named below and has executed
      and
      delivered this Subsidiary Guarantee.

     

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

     

    This
      Subsidiary Guarantee shall not be valid or obligatory for any purpose until
      the
      certificate of authentication on the Security upon which this Subsidiary
      Guarantee is endorsed shall have been executed by the Trustee under the
      Indenture by manual signature.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    Reference
      is made to the Indenture for further provisions with respect to this Subsidiary
      Guarantee.

     

    This
      Subsidiary Guarantee shall be governed by and construed in accordance with
      the
      laws of the State of New York.

     

    IN
      WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Subsidiary
      Guarantee to be duly executed.

    
 

    
      	 	[Insert Names of Subsidiary
              Guarantors]
	 	 
	 	 
	 	By:
              ______________________________
	 	Title: 


    

    
 

    Attest:

     

    _________________________

    


    


    
      	
              SECTION
                205.

            	
              Form
                of Legend for Global Securities.

            


    

     

    Unless
      otherwise specified as contemplated by Section 301 for the Securities evidenced
      thereby, every Global Security authenticated and delivered hereunder shall
      bear
      a legend in substantially the following form:

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
      THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
      REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
      REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
      THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
      INDENTURE.

     

    
      	
              SECTION
                206.

            	
              Form
                of Trustee's Certificate of
                Authentication.

            


    

     

    The
      Trustee's certificates 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.

     

    
      	 	
              [Trustee's
                Name],

            
	 	
              As
                Trustee 

            
	 	 
	 	 
	 	
              By:
                _____________________

            
	 	
              Authorized
                Officer 

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
 

    
      	
              SECTION
                207.

            	
              Form
                of Conversion Notice.

            


    

     

    Each
      convertible Security shall have attached thereto, or set forth on the reverse
      of
      the Security, a notice of conversion in substantially the following
      form:

     

    Conversion
      Notice

     

    To:
      Energy XXI (Bermuda) Limited

     

    The
      undersigned owner of this Security hereby: (i) irrevocably exercises the option
      to convert this Security, or the portion hereof below designated, for shares
      of
      Common Stock of Energy XXI (Bermuda) Limited in accordance with the terms of
      the
      Indenture referred to in this Security and (ii) directs that such shares of
      Common Stock deliverable upon the conversion, together with any check in payment
      for fractional shares and any Security(ies) representing any unconverted
      principal amount hereof, be issued and delivered to the registered holder hereof
      unless a different name has been indicated below. If shares are to be delivered
      registered in the name of a person other than the undersigned, the undersigned
      will pay all transfer taxes payable with respect thereto. Any amount required
      to
      be paid by the undersigned on account of interest accompanies this
      Security.

     

     

    
      	Dated: ______________________	........................................
	 	Signature


    

     

     

    Fill
      in
      for registration of shares if to be delivered, and of Securities if to be
      issued, otherwise than to and in the name of the registered holder.

     

    ........................................

    
       

      
        	 	........................................
	 	
                Social
                  Security or other

                Taxpayer
                  Identification Number

              


      

       

    

     

    ............................................

    (Name)

     

    ............................................

    (Please
      print name and address)

    
      
         

        
          	 	Principal amount to be converted:
                  (if less
                  than all)
	 	
                  $......................................

                


        

         

      

    

    Signature
      Guarantee*

    ...............................................

     

    *Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      acceptable to the Trustee).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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 a Board Resolution and, subject to Section 303, set forth, or
      determined in the manner provided, in an Officers' Certificate, or established
      in one or more indentures supplemental hereto, prior to the issuance of
      Securities of any series,

     

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

     

    (2) if
      the
      Securities of the series will not have the benefit of the Subsidiary Guarantees
      of the Subsidiary Guarantors;

     

    (3) any
      change to the subordination provisions which applies to the Securities of the
      series from those contained in Article Twelve with respect to the Securities
      and/or, if applicable, those contained in Article Fourteen with respect to
      the
      Subsidiary Guarantees, and the definitions of Senior Debt and Designated Senior
      Debt which shall apply to the Securities of the series, and, if applicable,
      the
      Subsidiary Guarantees;

     

    (4) any
      limit
      upon the aggregate principal amount of the Securities of the series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the series pursuant to Section 304,
      305,
      306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
      are deemed never to have been authenticated and delivered
      hereunder);

     

    (5) the
      Person to whom any interest on a 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;

     

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

     

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

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (9) the
      period or periods within which, the price or prices at which and the terms
      and
      conditions upon which any Securities of the series may be redeemed, in whole
      or
      in part, at the option of the Company and, if other than by a Board Resolution,
      the manner in which any election by the Company to redeem the Securities shall
      be evidenced;

     

    (10) the
      obligation, if any, of the Company to redeem or purchase any Securities of
      the
      series pursuant to any sinking fund or analogous provisions or at the option
      of
      the Holder thereof and the period or periods within which, the price or prices
      at which and the terms and conditions upon which any Securities of the series
      shall be redeemed or purchased, in whole or in part, pursuant to such
      obligation;

     

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

     

    (12) if
      the
      amount of principal of or any premium or interest on any Securities of the
      series may be determined with reference to an index or pursuant to a formula,
      the manner in which such amounts shall be determined;

     

    (13) if
      other
      than the currency of the United States of America, the currency, currencies
      or
      currency units in which the principal of or any premium or interest on any
      Securities of the series shall be payable and the manner of determining the
      equivalent thereof in the currency of the United States of America for any
      purpose, including for purposes of the definition of "Outstanding" in Section
      101;

     

    (14) if
      the
      principal of or any premium or interest on any Securities of the series is
      to be
      payable, at the election of the Company or the Holder thereof, in one or more
      currencies or currency units other than that or those in which such Securities
      are stated to be payable, the currency, currencies or currency units in which
      the principal of or any premium or interest on such Securities as to which
      such
      election is made shall be payable, the periods within which and the terms and
      conditions upon which such election is to be made and the amount so payable
      (or
      the manner in which such amount shall be determined);

     

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

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (17) if
      applicable, that the Securities of the series, in whole or any specified part,
      shall be defeasible pursuant to Section 1502 or Section 1503 or both such
      Sections and, if other than by a Board Resolution, the manner in which any
      election by the Company to defease such Securities shall be
      evidenced;

     

    (18) if
      applicable, that any Securities of the series shall be issuable in whole or
      in
      part in the form of one or more Global Securities and, in such case, the
      respective Depositories for such Global Securities, the form of any legend
      or
      legends which shall be borne by any such Global Security in addition to or
      in
      lieu of that set forth in Section 205 and any circumstances in addition to
      or in
      lieu of those set forth in clause (2) of the last paragraph of Section 305
      in
      which any such Global Security may be exchanged in whole or in part for
      Securities registered, and any transfer of such Global Security in whole or
      in
      part may be registered, in the name or names of Persons other than the
      Depositary for such Global Security or a nominee thereof;

     

    (19) any
      addition to or change in the Events of Default which applies to any Securities
      of the series and any change in the right of the Trustee or the requisite
      Holders of such Securities to declare the principal amount thereof due and
      payable pursuant to Section 502;

     

    (20) any
      addition to or change in the covenants set forth in Article Ten which applies
      to
      Securities of the series;

     

    (21) whether
      the Securities of the series will be convertible into Common Stock (or cash
      in
      lieu thereof) and, if so, the terms and conditions upon which such conversion
      will be effected; and

     

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

     

    All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to the
      Board
      Resolution referred to above and (subject to Section 303) set forth, or
      determined in the manner provided, in the Officers' Certificate referred to
      above or in any such indenture supplemental hereto.

     

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

     

    The
      Securities of each series shall have the benefit of the Subsidiary Guarantees
      unless the Company elects otherwise upon the establishment of a series pursuant
      to this Section 301.

     

    The
      Securities shall be subordinated in right of payment to Senior Debt of the
      Company as provided in Article Twelve. Each Subsidiary Guarantee shall be
      subordinated in right of payment to Senior Debt of the applicable Subsidiary
      Guarantor as provided in Article Fourteen.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                302.

            	
              Denominations.

            


    

     

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

     

    
      	
              SECTION
                303.

            	
              Execution,
                Authentication, Delivery and
                Dating.

            


    

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board of Directors, its Vice Chairman of the Board of Directors, its President
      or one of its Vice Presidents. If its corporate seal is reproduced thereon,
      then
      it shall be attested by its Secretary or one of its Assistant Secretaries.
      The
      signature of any of these officers on the Securities may be manual or
      facsimile.

     

    Securities
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the Company 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.

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company and,
      if
      applicable, having endorsed thereon the Subsidiary Guarantees executed as
      provided in Section 1303 by the Subsidiary Guarantors 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. If the form or terms
      of
      the Securities of the series have been established by or pursuant to one or
      more
      Board Resolutions as permitted by Sections 201 and 301, in authenticating such
      Securities, and accepting the additional responsibilities under this Indenture
      in relation to such Securities, the Trustee shall be entitled to receive, and
      (subject to Section 601) shall be fully protected in relying upon, an Opinion
      of
      Counsel stating,

     

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

     

    (2) if
      the
      terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been established
      in
      conformity with the provisions of this Indenture; and

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    If
      such
      form or terms have been so established, the Trustee shall not be required to
      authenticate such Securities if the issue of such Securities pursuant to this
      Indenture will affect the Trustee's own rights, duties or immunities under
      the
      Securities 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 Securities
      of a series are not to be originally issued at one time, it shall not be
      necessary to deliver the Officers' Certificate otherwise required pursuant
      to
      Section 301 or the Company Order and Opinion of Counsel otherwise required
      pursuant to such preceding paragraph at or prior to the authentication of each
      Security of such series if such documents are delivered at or prior to the
      authentication upon original issuance of the first Security of such series
      to be
      issued.

     

    Each
      Security shall be dated the date of its authentication.

     

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

     

    
      	
              SECTION
                304.

            	
              Temporary
                Securities.

            


    

     

    Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities which are printed, lithographed, typewritten, mimeographed or
      otherwise produced, in any authorized denomination, substantially of the tenor
      of the definitive Securities and, if applicable, having endorsed thereon the
      Subsidiary Guarantees in lieu of which they are issued and with such appropriate
      insertions, omissions, substitutions and other variations as the officers
      executing such Securities and, if applicable, Subsidiary Guarantees may
      determine, as evidenced by their execution of such Securities and Subsidiary
      Guarantees.

     

    If
      temporary Securities of any series are issued, the Company will cause definitive
      Securities of that series to be prepared without unreasonable delay. After
      the
      preparation of definitive Securities of such series, the temporary Securities
      of
      such series shall be exchangeable for definitive Securities of such series
      upon
      surrender of the temporary Securities of such series at the office or agency
      of
      the Company in a Place of Payment for that series, without charge to the Holder.
      Upon surrender for cancellation of any one or more temporary Securities of
      any
      series, the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor one or more definitive Securities of the same series,
      of
      any authorized denominations and of like tenor and aggregate principal amount
      and, if applicable, having endorsed thereon Subsidiary Guarantees executed
      by
      the Subsidiary Guarantors. 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 and tenor.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                305.

            	
              Registration,
                Registration of Transfer and
                Exchange.

            


    

     

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

     

    Upon
      surrender for registration of transfer of any Security of a series at the office
      or agency of the Company in a Place of Payment for that series, the Company
      shall execute, if applicable the Subsidiary Guarantors shall execute the
      Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Securities of the same series, of any authorized denominations and of like
      tenor and aggregate principal amount.

     

    At
      the
      option of the Holder, Securities of any series may be exchanged for other
      Securities of the same series, of any authorized denominations and of like
      tenor
      and aggregate principal amount, upon surrender of the Securities to be exchanged
      at such office or agency. Whenever any Securities are so surrendered for
      exchange, the Company shall execute, if applicable the Subsidiary Guarantors
      shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall
      authenticate and deliver, the Securities which the Holder making the exchange
      is
      entitled to receive.

     

    All
      Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued
      upon any registration of transfer or exchange of Securities shall be the valid
      obligations of the Company and, if applicable, the respective Subsidiary
      Guarantors, evidencing the same debt, and entitled to the same benefits under
      this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon
      such registration of transfer or exchange.

     

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

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

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

     

    The
      provisions of clauses (1), (2), (3) and (4) below shall apply only to Global
      Securities:

     

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

     

    (2) Notwithstanding
      any other provision in this Indenture, no Global Security may be exchanged
      in
      whole or in part for Securities registered, and no transfer of a Global Security
      in whole or in part may be registered, in the name of any Person other than
      the
      Depositary for such Global Security or a nominee thereof unless (A) such
      Depositary (i) has notified the Company that it is unwilling or unable to
      continue as Depositary for such Global Security or (ii) has ceased to be a
      clearing agency registered under the Exchange Act, and in either case the
      Company fails to appoint a successor Depositary within 90 days, (B) there shall
      have occurred and be continuing an Event of Default with respect to such Global
      Security and the Depositary shall have notified the Trustee of its decision
      to
      exchange such Global Security for Securities in certificated form or (C) there
      shall exist such circumstances, if any, in addition to or in lieu of the
      foregoing as have been specified for this purpose as contemplated by Section
      301.

     

    (3) Subject
      to clause (2) above, any exchange of a Global Security for other Securities
      may
      be made in whole or in part, and all Securities issued in exchange for a Global
      Security or any portion thereof shall be registered in such names as the
      Depositary for such Global Security shall direct.

     

    (4) Every
      Security authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, a Global Security or any portion thereof, whether
      pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
      be
      authenticated and delivered in the form of, and shall be, a Global Security,
      unless such Security is registered in the name of a Person other than the
      Depositary for such Global Security or a nominee thereof.

     

    
      	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen
                Securities.

            


    

     

    If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute,
      if
      applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees
      endorsed thereon and the Trustee shall authenticate and deliver in exchange
      therefor a new Security of the same series and of like tenor and principal
      amount and bearing a number not contemporaneously outstanding.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them and any
      agent of either of them harmless from any loss that any of them may suffer
      if a
      Security is replaced, then, in the absence of notice to the Company or the
      Trustee that such Security has been acquired by a bona fide purchaser, the
      Company shall execute, if applicable the Subsidiary Guarantors shall execute
      the
      Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
      deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
      of the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

     

    In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable or is to be converted, the Company in its discretion
      may,
      instead of issuing a new Security, pay or authorize the conversion of such
      Security (without surrender thereof save in the case of a mutilated
      Security).

     

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

     

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

     

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

     

    
      	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights
                Preserved.

            


    

     

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

     

    Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
      "Defaulted Interest") shall forthwith cease to be payable to the Holder on
      the
      relevant Regular Record Date by virtue of having been such Holder, and such
      Defaulted Interest may be paid by the Company, at its election in each case,
      as
      provided in clause (1) or (2) below:

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    (1) The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of such
      Defaulted Interest which shall be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be given to
      each
      Holder of Securities of such series in the manner set forth in Section 106,
      not
      less than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor having
      been so mailed, such Defaulted Interest shall be paid to the Persons in whose
      names the Securities of such series (or their respective Predecessor Securities)
      are registered at the close of business on such Special Record Date and shall
      no
      longer be payable pursuant to the following clause (2).

     

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

     

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

     

    
      	
              SECTION
                308.

            	
              Persons
                Deemed Owners.

            


    

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                309.

            	
              Cancellation.

            


    

     

    All
      Securities surrendered for payment, redemption, purchase, registration of
      transfer or exchange or for credit against any sinking fund payment shall,
      if
      surrendered to any Person other than the Trustee, be delivered to the Trustee
      and shall be promptly cancelled by it. The Company 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. No Securities shall be
      authenticated in lieu of or in exchange for any Securities cancelled as provided
      in this Section, except as expressly permitted by this Indenture. All cancelled
      Securities held by the Trustee shall be disposed of as directed by a Company
      Order.

     

    
      	
              SECTION
                310.

            	
              Computation
                of Interest.

            


    

     

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

     

    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 the Securities of any series, and the Trustee, at the expense of the Company,
      shall execute proper instruments acknowledging satisfaction and discharge of
      this Indenture, when

     

    (1) either

     

    (A) all
      Securities of such series theretofore authenticated and delivered (other than
      (i) Securities of such series which have been destroyed, lost or stolen and
      which have been replaced or paid as provided in Section 306 and (ii) Securities
      of such series for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to the
      Company or discharged from such trust, as provided in Section 1003) have been
      delivered to the Trustee for cancellation; or 

     

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

     

    (i) have
      become due and payable, or 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

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


     

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

     

    and
      the
      Company or, if applicable, a Subsidiary Guarantor, 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 money in an amount sufficient,
      without consideration of any reinvestment of interest, to pay and discharge
      the
      entire indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date of
      such
      deposit (in the case of Securities which have become due and payable) or to
      the
      Stated Maturity or Redemption Date, as the case may be;

    


    (2) the
      Company or a Subsidiary Guarantor has paid or caused to be paid all other sums
      payable hereunder by the Company and the Subsidiary Guarantors with respect
      to
      the Securities of such series; and

     

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

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 607, any surviving rights of conversion, the
      obligations of the Trustee to any Authenticating Agent under Section 614 and,
      if
      money shall have been deposited with the Trustee pursuant to subclause (B)
      of
      clause (1) of this Section, the obligations of the Trustee under Section 402
      and
      the last paragraph of Section 1003 shall survive.

     

    
      	
              SECTION
                402.

            	
              Application
                of Trust Money.

            


    

     

    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 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 any premium and interest for whose
      payment such money has been deposited with the Trustee.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    ARTICLE
      FIVE

     

    REMEDIES

     

    
      	
              SECTION
                501.

            	
              Events
                of Default.

            


    

     

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

     

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

     

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

     

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

     

    (4) default
      in the performance, or breach, of any covenant of the Company or, if the
      Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
      Securities of such series, any Subsidiary Guarantor in Article Eight of this
      Indenture; or

     

    (5) default
      in the performance, or breach, of any covenant or warranty of the Company or,
      if
      the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to
      the
      Securities of such series, any Subsidiary Guarantor in this Indenture (other
      than a covenant or warranty a default in whose performance or whose breach
      is
      elsewhere in this Section specifically dealt with or which has expressly been
      included in this Indenture solely for the benefit of series of Securities other
      than that series), and continuance of such default or breach for a period of
      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 

     

    (6) debt
      of
      the Company, any Significant Subsidiary or, if the Subsidiary Guarantors have
      issued Subsidiary Guarantees with respect to the Securities of such series,
      any
      Subsidiary Guarantor is not paid within any applicable grace period after final
      maturity or is accelerated by the holders thereof because of a default and
      the
      total amount of such Indebtedness unpaid or accelerated exceeds
      $20.0 million, or its foreign currency equivalent at the time;
      or

     

    (7) any
      judgment or decree for the payment of money in excess of $20.0 million or
      its foreign currency equivalent at the time it is entered against the Company,
      any Significant Subsidiary or, if the Subsidiary Guarantors have issued
      Subsidiary Guarantees with respect to the Securities of such series, any
      Subsidiary Guarantor, remains outstanding for a period of 60 consecutive days
      following the entry of such judgment or decree and is not discharged, waived
      or
      the execution thereof stayed; or

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (8) the
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company, any Significant Subsidiary or, if the
      Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
      Securities of such series, any Subsidiary Guarantor in an involuntary case
      or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company, any Significant Subsidiary or any such Subsidiary Guarantor a bankrupt
      or insolvent, or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company, any
      Significant Subsidiary or any such Subsidiary Guarantor under any applicable
      Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company, any Significant
      Subsidiary or any such Subsidiary Guarantor or of any substantial part of its
      or
      their property, or ordering the winding up or liquidation of its or their
      affairs, and the continuance of any such decree or order for relief or any
      such
      other decree or order unstayed and in effect for a period of 60 consecutive
      days; or

     

    (9) the
      commencement by the Company, any Significant Subsidiary or, if the Subsidiary
      Guarantors have issued Subsidiary Guarantees with respect to the Securities
      of
      such series, any Subsidiary Guarantor of a voluntary case or proceeding under
      any applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or of any other case or proceeding to be adjudicated a bankrupt
      or
      insolvent, or the consent by it or them to the entry of a decree or order for
      relief in respect of the Company, any Significant Subsidiary or any such
      Subsidiary Guarantor in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar law
      or
      to the commencement of any bankruptcy or insolvency case or proceeding against
      it or them, or the filing by it or them of a petition or answer or consent
      seeking reorganization or relief under any applicable Federal or State law,
      or
      the consent by it or them to the filing of such petition or to the appointment
      of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company, any Significant
      Subsidiary or any such Subsidiary Guarantor or of any substantial part of its
      or
      their property, or the making by it or them of an assignment for the benefit
      of
      creditors, or the admission by it or them in writing of its or their inability
      to pay its or their debts generally as they become due, or the taking of
      corporate action by the Company, any Significant Subsidiary or any such
      Subsidiary Guarantor in furtherance of any such action; or

     

    (10) in
      the
      event the Subsidiary Guarantors have issued Subsidiary Guarantees with respect
      to the Securities of such series, the Subsidiary Guarantee of any Subsidiary
      Guarantor is held by a final non-appealable order or judgment of a court of
      competent jurisdiction to be unenforceable or invalid or ceases for any reason
      to be in full force and effect (other than in accordance with the terms of
      this
      Indenture) or any Subsidiary Guarantor or any Person acting on behalf of any
      Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
      obligations under its Subsidiary Guarantee (other than by reason of a release
      of
      such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with
      the
      terms of this Indenture); or

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

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

     

    
      	
              SECTION
                502.

            	
              Acceleration
                of Maturity; Rescission and
                Annulment.

            


    

     

    If
      an
      Event of Default (other than an Event of Default with respect to the Company
      specified in Section 501(8) or 501(9)) with respect to Securities of any series
      at the time Outstanding occurs and is continuing, then in every such case the
      Trustee or the Holders of not less than 25% in principal amount of the
      Outstanding Securities of that series may declare the principal amount of all
      the Securities of that series (or, if any Securities of that series are Original
      Issue Discount Securities, such portion of the principal amount of such
      Securities as may be specified by the terms thereof) to be due and payable
      immediately, by a notice in writing to the Company (and to the Trustee if given
      by Holders), and upon any such declaration such principal amount (or specified
      amount) shall become immediately due and payable. If an Event of Default with
      respect to the Company specified in Section 501(8) or 501 (9) with respect
      to
      Securities of any series at the time Outstanding occurs, the principal amount
      of
      all the Securities of that series (or, if any Securities of that series are
      Original Issue Discount Securities, such portion of the principal amount of
      such
      Securities as may be specified by the terms thereof) shall automatically, and
      without any declaration or other action on the part of the Trustee or any
      Holder, become immediately due and payable.

     

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

     

    (1) the
      Company or, if applicable, any Subsidiary Guarantor has paid or deposited with
      the Trustee a sum sufficient to pay 

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    and

     

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

     

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

     

    
      	
              SECTION
                503.

            	
              Collection
                of Indebtedness and Suits for Enforcement by
                Trustee.

            


    

     

    The
      Company covenants that if

     

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

     

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

     

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

     

    If
      an
      Event of Default with respect to Securities of any series occurs and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      its
      rights and the rights of the Holders of Securities of such series by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this 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 any judicial proceeding relative to the Company, any Subsidiary Guarantor
      or
      any other obligor upon the Securities, or the property or creditors of the
      Company, any Subsidiary Guarantor or any other obligor upon the Securities,
      the
      Trustee shall be entitled and empowered, by intervention in such proceeding
      or
      otherwise, to take any and all actions authorized under the Trust Indenture
      Act
      in order to have claims of the Holders and the Trustee allowed in any such
      proceeding. In particular, the Trustee shall be authorized 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 to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to pay to the Trustee any amount due it for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 607.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or any Subsidiary Guarantee or the rights of any Holder thereof or to authorize
      the Trustee to vote in respect of the claim of any Holder in any such
      proceeding; provided, however, that the Trustee may, on behalf of the Holders,
      vote for the election of a trustee in bankruptcy or similar official and be
      a
      member of a creditors' or other similar committee.

     

    
      	
              SECTION
                505.

            	
              Trustee
                May Enforce Claims Without Possession of
                Securities.

            


    

     

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

     

    
      	
              SECTION
                506.

            	
              Application
                of Money Collected.

            


    

     

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

     

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

     

    SECOND:
      Subject to Article Twelve and Article Fourteen, to the payment of the amounts
      then due and unpaid for principal of and any premium and interest on the
      Securities in respect of which or for the benefit of which such money has been
      collected, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on such Securities for principal and any premium and
      interest, respectively; and

     

    THIRD:
      The balance, if any, to the Company or to such other Person as a court of
      competent jurisdiction shall direct.

     

    
      	
              SECTION
                507.

            	
              Limitation
                on Suits.

            


    

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                508.

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

            


    

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and any premium and (subject to Section 307) interest on such Security on
      the
      respective Stated Maturities expressed in such Security (or, in the case of
      redemption or offer by the Company to purchase the Securities pursuant to the
      terms of this Indenture, on the Redemption Date or purchase date, as applicable)
      and, if applicable, to convert such Security in accordance with its terms,
      and
      to institute suit for the enforcement of any such right, and such rights shall
      not be impaired without the consent of such Holder.

     

    
      	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies.

            


    

     

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

     

    
      	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative.

            


    

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver.

            


    

     

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

     

    
      	
              SECTION
                512.

            	
              Control
                by Holders.

            


    

     

    The
      Holders of a majority in principal amount of the Outstanding Securities of
      any
      series shall have the right to direct the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any trust
      or power conferred on the Trustee, with respect to the Securities of such
      series, provided that

     

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

     

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

     

    
      	
              SECTION
                513.

            	
              Waiver
                of Past Defaults.

            


    

     

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

     

    (1) in
      the
      payment of the principal of or any premium or interest on any Security of such
      series (including any Security which is required to have been purchased by
      the
      Company pursuant to an offer to purchase by the Company made pursuant to the
      terms of this Indenture), or

     

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

     

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

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                514.

            	
              Undertaking
                for Costs.

            


    

     

    In
      any
      suit for the enforcement of any right or remedy under this Indenture, or in
      any
      suit against the Trustee for any action taken, suffered or omitted by it as
      Trustee, a court may require any party litigant in such suit to file an
      undertaking to pay the costs of such suit, and may assess costs against any
      such
      party litigant, in the manner and to the extent provided in the Trust Indenture
      Act; provided, however, that neither this Section nor the Trust Indenture Act
      shall be deemed to authorize any court to require such an undertaking or to
      make
      such an assessment in any suit instituted by the Company or any Subsidiary
      Guarantor.

     

    
      	
              SECTION
                515.

            	
              Waiver
                of Usury, Stay or Extension Laws.

            


    

     

    Each
      of
      the Company and the Subsidiary Guarantors 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 each of the
      Company and the Subsidiary Guarantors (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.

     

    ARTICLE
      SIX

     

    THE
      TRUSTEE

     

    
      	
              SECTION
                601.

            	
              Certain
                Duties and Responsibilities.

            


    

     

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

     

    
      	
              SECTION
                602.

            	
              Notice
                of Defaults.

            


    

     

    If
      a
      default occurs hereunder with respect to Securities of any series, the Trustee
      shall give the Holders of Securities of such series notice of such default
      as
      and to the extent provided by the Trust Indenture Act; provided, however, that
      in the case of any default of the character specified in Section 501(5) with
      respect to Securities of such series, no such notice to Holders shall be given
      until at least 30 days after the occurrence thereof. For the purpose of this
      Section, the term "default" means any event which is, or after notice or lapse
      of time or both would become, an Event of Default with respect to Securities
      of
      such series.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                603.

            	
              Certain
                Rights of Trustee.

            


    

     

    Subject
      to the provisions of Section 601:

     

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

     

    (2) any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order, and any resolution of the
      Board
      of Directors shall be sufficiently evidenced by a Board Resolution;

     

    (3) 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;

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                604.

            	
              Not
                Responsible for Recitals or Issuance of
                Securities.

            


    

     

    The
      recitals contained herein and in the Securities and the Subsidiary Guarantees,
      except the Trustee's certificates of authentication, shall be taken as the
      statements of the Company or the Subsidiary Guarantors, as the case may be,
      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 the Subsidiary Guarantees
      endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be
      accountable for the use or application by the Company of Securities or the
      proceeds thereof.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                605.

            	
              May
                Hold Securities.

            


    

     

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

     

    
      	
              SECTION
                606.

            	
              Money
                Held in Trust.

            


    

     

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

     

    
      	
              SECTION
                607.

            	
              Compensation
                and Reimbursement.

            


    

     

    The
      Company and each Subsidiary Guarantor jointly and severally agree

     

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

     

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

     

    (3) to
      indemnify the Trustee for, and to hold it harmless against, any loss, liability
      or expense incurred without negligence or bad faith on its part, arising out
      of
      or in connection with the acceptance or administration of the trust or trusts
      hereunder, including the costs and expenses of defending itself against any
      claim or liability in connection with the exercise or performance of any of
      its
      powers or duties hereunder.

     

    
      	
              SECTION
                608.

            	
              Conflicting
                Interests.

            


    

     

    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the manner provided by, and subject to the provisions
      of,
      the Trust Indenture Act and this Indenture. To the extent permitted by such
      Act,
      the Trustee shall not be deemed to have a conflicting interest by virtue of
      being a trustee under this Indenture with respect to Securities of more than
      one
      series.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                609.

            	
              Corporate
                Trustee Required; Eligibility.

            


    

     

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

     

    
      	
              SECTION
                610.

            	
              Resignation
                and Removal; Appointment of
                Successor.

            


    

     

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

     

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

     

    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.

     

    If
      at any
      time:

     

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

     

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

     

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

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    then,
      in
      any such case, (A) the Company by a Board Resolution may remove the Trustee
      with
      respect to all Securities, or (B) subject to Section 514, any Holder 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.

     

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

     

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

     

    
      	
              SECTION
                611.

            	
              Acceptance
                of Appointment by Successor.

            


    

     

    In
      case
      of the appointment hereunder of a successor Trustee with respect to all
      Securities, every such successor Trustee so appointed shall execute, acknowledge
      and deliver to the Company, the Subsidiary Guarantors and to the retiring
      Trustee an instrument accepting such appointment, and thereupon the resignation
      or removal of the retiring Trustee shall become effective and such successor
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, trusts and duties of the retiring Trustee; but, on
      the
      request of the Company 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.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    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 Subsidiary
      Guarantors, the retiring Trustee and each successor Trustee with respect to
      the
      Securities of one or more series shall execute and deliver an indenture
      supplemental hereto wherein each successor Trustee shall accept such appointment
      and which (1) shall contain such provisions as shall be necessary or desirable
      to transfer and confirm to, and to vest in, each successor Trustee all the
      rights, powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series to which the appointment of such successor
      Trustee relates, (2) if the retiring Trustee is not retiring with respect to
      all
      Securities, shall contain such provisions as shall be deemed necessary or
      desirable to confirm that all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series as
      to
      which the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the administration
      of the trusts hereunder by more than one Trustee, it being understood that
      nothing herein or in such supplemental indenture shall constitute such Trustees
      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.

     

    Upon
      request of any such successor Trustee, the Company and the Subsidiary Guarantors
      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 the first or second preceding paragraph, as the case may
      be.

     

    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
                612.

            	
              Merger,
                Conversion, Consolidation or Succession to
                Business.

            


    

     

    Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      all or substantially all the corporate trust business of the Trustee, shall
      be
      the successor of the Trustee hereunder, provided such Person 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. As soon
      as practicable, the successor Trustee shall mail a notice of its succession
      to
      the Company and the Holders of the Securities then Outstanding. In case any
      Securities shall have been authenticated, but not delivered, by the Trustee
      then
      in office, any successor by merger, conversion or consolidation to such
      authenticating Trustee may adopt such authentication and deliver the Securities
      so authenticated with the same effect as if such successor Trustee had itself
      authenticated such Securities.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                613.

            	
              Preferential
                Collection of Claims Against Company and Subsidiary
                Guarantors.

            


    

     

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

     

    
      	
              SECTION
                614.

            	
              Appointment
                of Authenticating Agent.

            


    

     

    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 original issue
      and
      upon exchange, registration of transfer, conversion or partial redemption
      thereof or pursuant to Section 306, and Securities so authenticated shall be
      entitled to the benefits of this Indenture and shall be valid and obligatory
      for
      all purposes as if authenticated by the Trustee hereunder. Wherever reference
      is
      made in this Indenture to the authentication and delivery of Securities by
      the
      Trustee or the Trustee's certificate of authentication, such reference shall
      be
      deemed to include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent and a certificate of authentication executed on behalf
      of
      the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
      acceptable to the Company and shall at all times be a Person organized and
      doing
      business under the laws of the United States of America, any State thereof
      or
      the District of Columbia, authorized under such laws to act as Authenticating
      Agent, having a combined capital and surplus of not less than $50,000,000 and
      subject to supervision or examination by Federal or State authority. If such
      Authenticating Agent publishes reports of condition at least annually, pursuant
      to law or to the requirements of said supervising or examining authority, then
      for the purposes of this Section, the combined capital and surplus of such
      Authenticating Agent shall be deemed to be its combined capital and surplus
      as
      set forth in its most recent report of condition so published. If at any time
      an
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, such Authenticating Agent shall resign immediately
      in the manner and with the effect specified in this Section.

     

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

     

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

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    The
      Trustee agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section, and the Trustee shall be
      entitled to be reimbursed for such payments, subject to the provisions of
      Section 607.

     

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

     

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

     

    
      	 	
              [Trustee's
                Name],

              As
                Trustee 

            
	 	 
	 	 
	 	By: ______________________,
	 	
              As
                Authenticating Agent

            
	 	 
	 	 
	 	By: ______________________,
	 	
              Authorized
                Officer 

            


    

    
 

    ARTICLE
      SEVEN

     

    HOLDERS'
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    
      	
              SECTION
                701.

            	
              Company
                to Furnish Trustee Names and Addresses of
                Holders.

            


    

     

    The
      Company will furnish or cause to be furnished to the Trustee with respect to
      the
      Securities of each series:

     

    (1) not
      more
      than 10 days after each record date with respect to the payment of interest,
      if
      any, a list, in such form as the Trustee may reasonably require, of the names
      and addresses of the Holders of Securities of such series as of such record
      date, and

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

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

     

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

     

    
      	
              SECTION
                702.

            	
              Preservation
                of Information; Communications to
                Holders.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                703.

            	
              Reports
                by Trustee.

            


    

     

    The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the Trust Indenture
      Act at the times and in the manner provided pursuant thereto.

     

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

     

    
      	
              SECTION
                704.

            	
              Reports
                by Company and Subsidiary
                Guarantors.

            


    

     

    The
      Company and each of the Subsidiary Guarantors shall file with the Trustee and
      the Commission, and transmit to Holders, such information, documents and other
      reports, and such summaries thereof, as may be required pursuant to the Trust
      Indenture Act at the times and in the manner provided pursuant to such Act;
      provided that any such information, documents or reports required to be filed
      with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall
      be
      filed with the Trustee within 15 days after the same is so required to be filed
      with the Commission.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      EIGHT

     

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    
      	
              SECTION
                801.

            	
              Company
                May Consolidate, Etc., Only on Certain
                Terms.

            


    

     

    The
      Company shall not, in a single transaction or a series of related transactions,
      consolidate with or merge into any other Person or permit any other Person
      to
      consolidate with or merge into the Company or, directly or indirectly, transfer,
      convey, sell, lease or otherwise dispose of all or substantially all of its
      assets, unless:

     

    (1) in
      a
      transaction in which the Company does not survive or in which the Company
      transfers, conveys, sells, leases or otherwise disposes of all or substantially
      all of its assets, the successor entity (for purposes of this Article Eight,
      a
      "Successor Company") shall be a corporation, partnership, trust or other entity
      organized and validly existing under the laws of the United States of America,
      any State thereof or the District of Columbia, and shall expressly assume,
      by an
      indenture supplemental hereto, executed and delivered to the Trustee, in form
      satisfactory to the Trustee, the due and punctual payment of the principal
      of
      and any premium and interest on all the Securities and the performance or
      observance of every covenant of this Indenture on the part of the Company to
      be
      performed or observed;

     

    (2) immediately
      before and after giving pro forma effect to such transaction and treating any
      indebtedness which becomes an obligation of the Company or any Subsidiary as
      a
      result of such transaction 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 lapse of time or both, would become an Event of Default,
      shall have happened and be continuing;

     

    (3) if,
      as a
      result of any such consolidation or merger or such transfer, conveyance, sale,
      lease or other disposition, properties or assets of the Company would become
      subject to a mortgage, pledge, lien, security interest or other encumbrance
      which would not be permitted by this Indenture, the Company or the Successor
      Company, as the case may be, shall take such steps as shall be necessary
      effectively to secure the Securities equally and ratably with (or prior to)
      all
      indebtedness secured thereby; 

     

    (4) any
      other
      conditions provided pursuant to Section 301 with respect to the Securities
      of a
      series are satisfied; and

     

    (5) the
      Company has delivered to the Trustee an Officers' Certificate and an Opinion
      of
      Counsel, each stating that such consolidation, merger, transfer, conveyance,
      sale, lease or other disposition and, if a supplemental indenture is required
      in
      connection with such transaction, such supplemental indenture comply with this
      Article and that all conditions precedent herein provided for relating to such
      transaction have been complied with.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                802.

            	
              Subsidiary
                Guarantors May Consolidate, Etc., Only on Certain
                Terms.

            


    

     

    Except
      in
      a transaction resulting in the release of a Subsidiary Guarantor in accordance
      with the terms of this Indenture, each Subsidiary Guarantor shall not, and
      the
      Company shall not permit any Subsidiary Guarantor to, in a single or a series
      of
      related transactions, consolidate or merge with or into any Person (other than
      the Company or another Subsidiary Guarantor) or permit any Person (other than
      another Subsidiary Guarantor) to consolidate or merge with or into such
      Subsidiary Guarantor or, directly or indirectly, transfer, convey, sell, lease
      or otherwise dispose of all or substantially all of its assets unless, in each
      case:

     

    (1) in
      a
      transaction in which such Subsidiary Guarantor does not survive or in which
      all
      or substantially all of the assets of such Subsidiary Guarantor are transferred,
      conveyed, sold, leased or otherwise disposed of, the successor entity (the
      "Successor Subsidiary Guarantor") shall be a corporation, partnership, trust
      or
      other entity organized and validly existing under the laws of the United States
      of America, any State thereof or the District of Columbia, and shall expressly
      assume by an indenture supplemental hereto executed and delivered to the
      Trustee, in form satisfactory to the Trustee, the due and punctual payment
      of
      all obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
      and
      this Indenture and the performance of every covenant of this Indenture on the
      part of such Subsidiary Guarantor to be performed or observed; and

     

    (2) the
      Company has delivered to the Trustee an Officers' Certificate and an Opinion
      of
      Counsel, each stating that such consolidation, merger, transfer, conveyance,
      sale, lease or other disposition and, if a supplemental indenture is required
      in
      connection with such transaction, such supplemental indenture, comply with
      this
      Article and that all conditions precedent herein provided for relating to such
      transaction have been complied with.

     

    
      	
              SECTION
                803.

            	
              Successor
                Substituted.

            


    

     

    (a) Upon
      any
      consolidation of the Company with, or merger of the Company into, any other
      Person or any transfer, conveyance, sale, lease or other disposition of all
      or
      substantially all of the assets of the Company in accordance with Section 801,
      the Successor Company shall succeed to, and be substituted for, and may exercise
      every right and power of, the Company under this Indenture with the same effect
      as if such successor Person had been named as the Company herein, and
      thereafter, except in the case of a lease, the predecessor Person shall be
      relieved of all obligations and covenants under this Indenture and the
      Securities.

     

    (b) Upon
      any
      consolidation of a Subsidiary Guarantor with, or merger of such Subsidiary
      Guarantor into, any other Person or any transfer, conveyance, sale, lease or
      other disposition of all or substantially all of the assets of such Subsidiary
      Guarantor in accordance with Section 802, the Successor Subsidiary Guarantor
      shall succeed to, and be substituted for, and may exercise every right and
      power
      of, such Subsidiary Guarantor under this Indenture with the same effect as
      if
      such successor Person had been named as a Subsidiary Guarantor herein, and
      thereafter, except in the case of a lease, the predecessor Person shall be
      relieved of all obligations and covenants under this Indenture and its
      Subsidiary Guarantee.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      NINE

     

    SUPPLEMENTAL
      INDENTURES

     

    
      	
              SECTION
                901.

            	
              Supplemental
                Indentures Without Consent of
                Holders.

            


    

     

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

     

    (1) to
      evidence the succession of another Person to the Company or any Subsidiary
      Guarantor and the assumption by any such successor of the covenants of the
      Company or any Subsidiary Guarantor herein and in the Securities or Subsidiary
      Guarantees, as the case may be; or

     

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

     

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

     

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

     

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

     

    (6) to
      secure
      the Securities; or

     

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

     

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

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    (9) to
      cure
      any ambiguity, to correct or supplement any provision herein which may be
      defective or inconsistent with any other provision herein; or

     

    (10) to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture, provided that such action pursuant to this clause (10) shall not
      adversely affect the interests of the Holders of Securities of any series in
      any
      material respect; or

     

    (11) to
      add
      new Subsidiary Guarantors.

     

    
      	
              SECTION
                902.

            	
              Supplemental
                Indentures With Consent of Holders.

            


    

     

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

     

    (1) change
      the Stated Maturity of the principal of, or any installment of principal of
      or
      interest on, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof, or reduce
      the amount of the principal of an Original Issue Discount Security or any other
      Security which would be due and payable upon a declaration of acceleration
      of
      the Maturity thereof pursuant to Section 502, or change any Place of Payment
      where, or the coin or currency in which, any Security or any premium or interest
      thereon is payable, or impair the right to institute suit for the enforcement
      of
      (a) any such payment on or after the Stated Maturity thereof (or, in the case
      of
      redemption, on or after the Redemption Date or in the case of an offer to
      purchase Securities which has been made pursuant to a covenant contained in
      this
      Indenture, on or after the applicable purchase date), or (b) any conversion
      right with respect to any Security, or modify the provisions of this Indenture
      with respect to the conversion or subordination of the Securities or the
      Subsidiary Guarantees, in a manner adverse to the Holders, or release any
      Subsidiary Guarantee other than as provided in this Indenture; or

     

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

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

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

     

    (4) following
      the making of an offer to purchase Securities from any Holder which has been
      made pursuant to a covenant contained in this Indenture, modify the provisions
      of this Indenture with respect to such offer to purchase in a manner adverse
      to
      such Holder.

     

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

     

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

     

    
      	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures.

            


    

     

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

     

    
      	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures.

            


    

     

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

     

    
      	
              SECTION
                905.

            	
              Conformity
                with Trust Indenture Act.

            


    

     

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

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    
      	
              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, if applicable the Subsidiary Guarantees may be endorsed
      thereon and such new Securities may be authenticated and delivered by the
      Trustee in exchange for Outstanding Securities of such series.

     

    ARTICLE
      TEN

     

    COVENANTS

     

    
      	
              SECTION
                1001.

            	
              Payment
                of Principal, Premium and Interest.

            


    

     

    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of and any premium and interest
      on
      the Securities of that series in accordance with the terms of the Securities
      and
      this Indenture. Principal, premium, if any, and interest shall be considered
      paid on the date due if the Paying Agent, if other than the Company or a
      Subsidiary thereof, holds as of 11:00 A.M., New York City time, on the due
      date
      money deposited by the Company in immediately available funds and designated
      for
      and sufficient to pay all principal, premium, if any, and interest then
      due.

     

    
      	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency.

            


    

     

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

     

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

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1003.

            	
              Money
                for Securities Payments to Be Held in
                Trust.

            


    

     

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

     

    Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, prior to 11:00 A.M., New York City time, on each due date of the
      principal of or any premium or interest on any Securities of that series,
      deposit with a Paying Agent a sum sufficient to pay such amount, such sum to
      be
      held as provided by the Trust Indenture Act, and (unless such Paying Agent
      is
      the Trustee) the Company will promptly notify the Trustee of its action or
      failure so to act.

     

    The
      Company will cause each Paying Agent for any series of Securities other than
      the
      Trustee to execute and deliver to the Trustee an instrument in which such Paying
      Agent shall agree with the Trustee, subject to the provisions of this Section,
      that such Paying Agent will (1) comply with the provisions of the Trust
      Indenture Act applicable to it as a Paying Agent and (2) during the continuance
      of any default by the Company, the Subsidiary Guarantors, if applicable, or
      any
      other obligor upon the Securities of that series in the making of any payment
      in
      respect of the Securities of that series, upon the written request of the
      Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
      Agent for payment in respect of the Securities of that series.

     

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

     

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

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1004.

            	
              Statement
                by Officers as to Default.

            


    

     

    (a) The
      Company and the Subsidiary Guarantors will deliver to the Trustee, within 90
      days after the end of each fiscal year of the Company ending after the date
      hereof, an Officers' Certificate, stating whether or not to the best knowledge
      of the signers thereof the Company or any Subsidiary Guarantor, as the case
      may
      be, is in default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company or any
      Subsidiary Guarantor shall be in default, specifying all such defaults and
      the
      nature and status thereof of which they may have knowledge.

     

    (b) The
      Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon
      as
      possible and in any event within five days after the Company or such Subsidiary
      Guarantor becomes aware or should reasonably become aware of the occurrence
      of
      an Event of Default or an event which, with notice or the lapse of time or
      both,
      would constitute an Event of Default, an Officers' Certificate setting forth
      the
      details of such Event of Default or default, and the action which the Company
      or
      such Subsidiary Guarantor proposes to take with respect thereto.

     

    
      	
              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; provided, however, that the Company
      shall not be required to preserve any such right or franchise if it shall
      determine that the preservation thereof is no longer desirable in the conduct
      of
      the business of the Company and that the loss thereof is not disadvantageous
      in
      any material respect to the Holders.

     

    
      	
              SECTION
                1006.

            	
              Maintenance
                of Properties.

            


    

     

    The
      Company will cause all 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 (reasonable wear and tear excepted) 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 from
      discontinuing the operation or maintenance of any of such properties if such
      discontinuance is, in the judgment of the Company, desirable in the conduct
      of
      its business or the business of any Subsidiary and not disadvantageous in any
      material respect to the Holders.

     

    
      	
              SECTION
                1007.

            	
              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 the Company 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.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1008.

            	
              Maintenance
                of Insurance.

            


    

     

    The
      Company shall, and shall cause its Subsidiaries to, keep at all times all of
      their properties which are of an insurable nature insured against loss or damage
      with insurers believed by the Company to be responsible to the extent that
      property of similar character is usually so insured by corporations similarly
      situated and owning like properties in accordance with good business
      practice.

     

    
      	
              SECTION
                1009.

            	
              Waiver
                of Certain Covenants.

            


    

     

    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of such
      series, the Company may, with respect to the Securities of any series, omit
      in
      any particular instance to comply with any term, provision or condition set
      forth in any of Sections 1005 through 1008 or in any covenant provided pursuant
      to Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such
      series if before the time for such compliance the Holders of at least a majority
      in principal amount of the Outstanding Securities of such series shall, by
      Act
      of such Holders, either waive such compliance in such instance or generally
      waive compliance with such term, provision or condition, but no such waiver
      shall extend to or affect such term, provision or condition except to the extent
      so expressly waived, and, until such waiver shall become effective, 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 such Securities) in accordance with this
      Article.

     

    
      	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee.

            


    

     

    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution or in another manner specified as contemplated by Section 301 for
      such Securities. In case of any redemption at the election of the Company of
      less than all the Securities of any series (including any such redemption
      affecting only a single Security), the Company shall, at least five Business
      Days prior to giving notice of such redemption (unless a shorter notice shall
      be
      satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
      the
      principal amount of Securities of such series to be redeemed and, if applicable,
      of the tenor of the Securities to be redeemed. In the case of any redemption
      of
      Securities prior to the expiration of any restriction on such redemption
      provided in the terms of such Securities or elsewhere in this Indenture, the
      Company shall furnish the Trustee with an Officers' Certificate evidencing
      compliance with such restriction.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to Be
                Redeemed.

            


    

     

    If
      less
      than all the Securities of any series are to be redeemed (unless all the
      Securities of such series and of a specified tenor are to be redeemed or unless
      such redemption affects only a single Security), the particular Securities
      to be
      redeemed shall be selected by the Trustee, from the Outstanding Securities
      of
      such series not previously called for redemption, (i) in compliance with the
      requirements of the principal national securities exchange on which such
      Securities are listed, if such Securities are listed on any national securities
      exchange, and (ii) if such Securities are not so listed, on a pro rata basis,
      by
      lot or by such other method as the Trustee shall deem fair and appropriate
      and
      which may provide for the selection for redemption of a portion of the principal
      amount of any Security of such series, provided that the unredeemed portion
      of
      the principal amount of any Security shall be in an authorized denomination
      (which shall not be less than the minimum authorized denomination) for such
      Security. If less than all the Securities of such series and of a specified
      tenor are to be redeemed (unless such redemption affects only a single
      Security), the particular Securities to be redeemed shall be selected by the
      Trustee, from the Outstanding Securities of such series and specified tenor
      not
      previously called for redemption in accordance with the preceding
      sentence.

     

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

     

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

     

    For
      all
      purposes of this Indenture, unless the context otherwise requires, all
      provisions relating to the redemption of Securities shall relate, in the case
      of
      any Securities redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Securities which has been or is to be redeemed. If
      any
      Security selected for partial redemption is surrendered for conversion after
      such selection, the converted portion of such Security shall be deemed (so
      far
      as may be) to be the portion selected for redemption. Upon any redemption of
      less than all the Securities of a series, for purposes of selection for
      redemption the Company and the Trustee may treat as Outstanding Securities
      surrendered for conversion during the period of 15 days next preceding the
      mailing of a notice of redemption, and need not treat as Outstanding any
      Security authenticated and delivered during such period in exchange for the
      unconverted portion of any Security converted in part during such
      period.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1104.

            	
              Notice
                of Redemption.

            


    

     

    Notice
      of
      redemption shall be given by first-class mail, postage prepaid, mailed not
      less
      than 30 nor more than 60 days prior to the Redemption Date, to each Holder
      of
      Securities to be redeemed, at his address appearing in the Security Register;
      provided, however, notice of redemption may be given more than 60 days prior
      to
      the Redemption Date if the notice is issued in connection with a satisfaction
      and discharge pursuant to Article Four.

     

    All
      notices of redemption shall state:

     

    (1) the
      Redemption Date,

     

    (2) the
      Redemption Price, if then determinable and otherwise the method of its
      determination,

     

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

     

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

     

    (5) the
      place
      or places where each such Security is to be surrendered for payment of the
      Redemption Price,

     

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

     

    (7) if
      applicable, the conversion price then in effect and the date on which the right
      to convert such Securities will expire.

     

    Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company's request, by the Trustee in the name
      and at the expense of the Company and shall be irrevocable. If any Security
      called for redemption is converted pursuant hereto, any money deposited with
      the
      Trustee or any Paying Agent or so segregated and held in trust for the
      redemption of such Security shall be paid to the Company upon delivery of a
      Company Request to the Trustee or such Paying Agent, or, if then held by the
      Company, shall be discharged from such trust.

     

    
      	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price.

            


    

     

    Prior
      to
      11:00 A.M., New York City time, on any Redemption Date, the Company shall
      deposit with the Trustee or with a Paying Agent (or, if the Company is acting
      as
      its own Paying Agent, segregate and hold in trust as provided in Section 1003)
      an amount of money sufficient to pay the Redemption Price of, and (except if
      the
      Redemption Date shall be an Interest Payment Date) accrued interest on, all
      the
      Securities which are to be redeemed on that date.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date.

            


    

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together with accrued interest to the
      Redemption Date; provided, however, that, unless otherwise specified as
      contemplated by Section 301, installments of interest whose Stated Maturity
      is
      on or prior to the Redemption Date will be payable to the Holders of such
      Securities, or one or more Predecessor Securities, registered as such at the
      close of business on the relevant Record Dates according to their terms and
      the
      provisions of Section 307.

     

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

     

    
      	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part.

            


    

     

    Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (with, if the Company or the Trustee so requires, due
      endorsement 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, if applicable to
      Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon,
      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 and
      of
      like tenor, of any authorized denomination as requested by such Holder, in
      aggregate principal amount equal to and in exchange for the unredeemed portion
      of the principal of the Security so surrendered.

     

    ARTICLE
      TWELVE

     

    SUBORDINATION
      OF SECURITIES

     

    
      	
              SECTION
                1201.

            	
              Applicability
                of Article.

            


    

     

    Unless
      otherwise provided with respect to the Securities of any series in or pursuant
      to the Board Resolution or supplemental indenture establishing such series
      of
      Securities pursuant to Section 301, the provisions of this Article shall be
      applicable to each series of Securities.

     

    
      	
              SECTION
                1202.

            	
              Securities
                Subordinate to Senior Debt.

            


    

     

    The
      Company covenants and agrees, and each Holder of a Security, by his acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article (subject to the provisions of Article
      Four
      and Article Fifteen), the payment of the principal of (and premium, if any)
      and
      interest on each and all of the Securities of such series are hereby expressly
      made subordinate and subject in right of payment to the prior payment in full
      of
      all Senior Debt of the Company.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    No
      provisions of this Article Twelve shall prevent the occurrence of any Event
      of
      Default.

     

    
      	
              SECTION
                1203.

            	
              Payment
                Over of Proceeds Upon Dissolution,
                Etc.

            


    

     

    In
      the
      event of (a) any insolvency or bankruptcy case or proceeding, or any
      receivership, liquidation, reorganization or other similar case or proceeding
      in
      connection therewith, relative to the Company or to its creditors, as such,
      or
      to its assets, or (b) any liquidation, dissolution or other winding up of the
      Company, whether voluntary or involuntary and whether or not involving
      insolvency or bankruptcy, or (c) any assignment for the benefit of creditors
      or
      any other marshalling of assets and liabilities of the Company, then and in
      any
      such event specified in (a), (b) or (c) above (each such event, if any, herein
      sometimes referred to as a "Proceeding") the holders of Senior Debt of the
      Company shall be entitled to receive payment in full of all amounts due or
      to
      become due on or in respect of all Senior Debt of the Company, or provision
      shall be made for such payment in cash or cash equivalents or otherwise in
      a
      manner satisfactory to the holders of Senior Debt of the Company, before the
      Holders of the Securities are entitled to receive any payment or distribution
      of
      any kind or character, whether in cash, property or securities (including any
      payment or distribution which may be payable or deliverable by reason of the
      payment of any other indebtedness of the Company subordinated to the payment
      of
      the Securities, such payment or distribution being hereinafter referred to
      as a
      "Junior Subordinated Payment"), on account of principal of (or premium, if
      any)
      or interest on the Securities or on account of any purchase or other acquisition
      of Securities by the Company or any Subsidiary of the Company (all such
      payments, distributions, purchases and acquisitions, other than the payment
      or
      distribution of stock or securities of the Company referred to in the second
      succeeding paragraph, herein referred to, individually and collectively, as
      a
      "Securities Payment"), and to that end the holders of Senior Debt of the Company
      shall be entitled to receive, for application to the payment thereof, any
      Securities Payment which may be payable or deliverable in respect of the
      Securities in any such Proceeding.

     

    In
      the
      event that, notwithstanding the foregoing provisions of this Section, the
      Trustee or the Holder of any Security shall have received any Securities Payment
      before all Senior Debt of the Company is paid in full or payment thereof
      provided for in cash or cash equivalents or otherwise in a manner satisfactory
      to the holders of Senior Debt of the Company, and if such fact shall, at or
      prior to the time of such Securities Payment, have been made known to the
      Trustee or, as the case may be, such Holder, then and in such event such
      Securities Payment shall be paid over or delivered forthwith to the trustee
      in
      bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
      Person making payment or distribution of assets of the Company for application
      to the payment of all Senior Debt of the Company remaining unpaid, to the extent
      necessary to pay all Senior Debt of the Company in full, after giving effect
      to
      any concurrent payment or distribution to or for the holders of Senior Debt
      of
      the Company.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    For
      purposes of this Article only, the words "any payment or distribution of any
      kind or character, whether in cash, property or securities" shall not be deemed
      to include a payment or distribution of stock or securities of the Company
      provided for by a plan of reorganization or readjustment authorized by an order
      or decree of a court of competent jurisdiction in a reorganization proceeding
      under any applicable bankruptcy law or of any other corporation provided for
      by
      such plan of reorganization or readjustment which stock or securities are
      subordinated in right of payment to all then outstanding Senior Debt of the
      Company to substantially the same extent as the Securities are so subordinated
      as provided in this Article. The consolidation of the Company with, or the
      merger of the Company into, another Person or the liquidation or dissolution
      of
      the Company following the conveyance or transfer of all or substantially all
      of
      its assets to another Person upon the terms and conditions set forth in Article
      Eight shall not be deemed a Proceeding for the purposes of this Section if
      the
      Person formed by such consolidation or into which the Company is merged or
      the
      Person which acquires by conveyance or transfer such assets, as the case may
      be,
      shall, as a part of such consolidation, merger, conveyance or transfer, comply
      with the conditions set forth in Article Eight.

     

    
      	
              SECTION
                1204.

            	
              No
                Payment When Senior Debt of the Company in
                Default.

            


    

     

    In
      the
      event that any Senior Payment Default (as defined below) shall have occurred
      and
      be continuing, then no Securities Payment shall be made unless and until such
      Senior Payment Default shall have been cured or waived or shall have ceased
      to
      exist or all amounts then due and payable in respect of Senior Debt of the
      Company shall have been paid in full, or provision shall have been made for
      such
      payment in cash or cash equivalents or otherwise in a manner satisfactory to
      the
      holders of Senior Debt of the Company; provided, however, that nothing in this
      Section shall prevent the satisfaction of any sinking fund payment in accordance
      with Article Sixteen by delivering and crediting pursuant to Section 1602
      Securities which have been acquired (upon redemption or otherwise) prior to
      such
      Senior Payment Default.

     

    "Senior
      Payment Default" means any default in the payment of principal of (or premium,
      if any) or interest on any Senior Debt of the Company when due, whether at
      the
      Stated Maturity of any such payment or by declaration of acceleration, call
      for
      redemption or otherwise.

     

    In
      the
      event that any Senior Nonmonetary Default (as defined below) shall have occurred
      and be continuing, then, upon the receipt by the Company, the Subsidiary
      Guarantors and the Trustee of written notice of such Senior Nonmonetary Default
      from the agent for the Designated Senior Debt which is the subject of such
      Senior Nonmonetary Default, no Securities Payment shall be made during the
      period (the "Payment Blockage Period") commencing on the date of such receipt
      of
      such written notice and ending on the earlier of (i) the date on which such
      Senior Nonmonetary Default shall have been cured or waived or shall have ceased
      to exist or all Designated Senior Debt the subject of such Senior Nonmonetary
      Default shall have been discharged; (ii) the 179th day after the date of such
      receipt of such written notice; or (iii) the date on which the Payment Blockage
      Period shall have been terminated by written notice to the Company, any
      Subsidiary Guarantor or the Trustee from the agent for the Designated Senior
      Debt initiating the Payment Blockage Period; provided, however, that nothing
      in
      this Section shall prevent the satisfaction of any sinking fund payment in
      accordance with Article Sixteen by delivering and crediting pursuant to Section
      1602 Securities which have been acquired (upon redemption or otherwise) prior
      to
      the date of such receipt of such written notice. No more than one Payment
      Blockage Period may be commenced with respect to the Securities of a particular
      series during any 360-day period and there shall be a period of at least 181
      consecutive days in each 360-day period when no Payment Blockage Period is
      in
      effect. For all purposes of this paragraph, no Senior Nonmonetary Default that
      existed or was continuing on the date of commencement of any Payment Blockage
      Period shall be, or be made, the basis for the commencement of a subsequent
      Payment Blockage Period, whether or not within a period of 360 consecutive
      days,
      unless such Senior Nonmonetary Default shall have been cured for a period of
      not
      less than 90 consecutive days.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    "Senior
      Nonmonetary Default" means the occurrence or existence and continuance of any
      event of default with respect to any Designated Senior Debt, other than a Senior
      Payment Default, permitting the holders of such Designated Senior Debt (or
      a
      trustee or agent on behalf of the holders thereof) to declare such Designated
      Senior Debt due and payable prior to the date on which it would otherwise become
      due and payable.

     

    In
      the
      event that, notwithstanding the foregoing, the Company shall make any Securities
      Payment to the Trustee or any Holder prohibited by the foregoing provisions
      of
      this Section, and if such fact shall, at or prior to the time of such Securities
      Payment, have been made known to the Trustee or, as the case may be, such
      Holder, then and in such event such Securities Payment shall be paid over and
      delivered forthwith to the Company.

     

    The
      provisions of this Section shall not apply to any Securities Payment with
      respect to which Section 1203 would be applicable.

     

    
      	
              SECTION
                1205.

            	
              Payment
                Permitted If No Default.

            


    

     

    Nothing
      contained in this Article or elsewhere in this Indenture or in any of the
      Securities shall prevent (a) the Company, at any time except during the pendency
      of any Proceeding referred to in Section 1203 or under the conditions described
      in Section 1204, from making Securities Payments, or (b) the application by
      the
      Trustee of any money deposited with it hereunder to Securities Payments or
      the
      retention of such Securities Payment by the Holders, if, at the time of such
      application by the Trustee, it did not have knowledge that such Securities
      Payment would have been prohibited by the provisions of this
      Article.

     

    
      	
              SECTION
                1206.

            	
              Subrogation
                to Rights of Holders of Senior Debt of the
                Company.

            


    

     

    Subject
      to the payment in full of all amounts due or to become due on or in respect
      of
      Senior Debt of the Company, or the provision for such payment in cash or cash
      equivalents or otherwise in a manner satisfactory to the holders of Senior
      Debt
      of the Company, the Holders of the Securities shall be subrogated to the rights
      of the holders of such Senior Debt of the Company to receive payments and
      distributions of cash, property and securities applicable to the Senior Debt
      of
      the Company until the principal of (and premium, if any) and interest on the
      Securities shall be paid in full. For purposes of such subrogation, no payments
      or distributions to the holders of the Senior Debt of the Company of any cash,
      property or securities to which the Holders of the Securities or the Trustee
      would be entitled except for the provisions of this Article, and no payments
      over pursuant to the provisions of this Article to the holders of Senior Debt
      of
      the Company by Holders of the Securities or the Trustee, shall, as among the
      Company, its creditors other than holders of Senior Debt of the Company and
      the
      Holders of the Securities, be deemed to be a payment or distribution by the
      Company to or on account of the Senior Debt of the Company.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1207.

            	
              Provisions
                Solely to Define Relative Rights.

            


    

     

    The
      provisions of this Article are and are intended solely for the purpose of
      defining the relative rights of the Holders on the one hand and the holders
      of
      Senior Debt of the Company on the other hand. Nothing contained in this Article
      or elsewhere in this Indenture or in the Securities is intended to or shall
      (a)
      impair, as among the Company, its creditors other than holders of Senior Debt
      of
      the Company and the Holders of the Securities, the obligation of the Company,
      which is absolute and unconditional (and which, subject to the rights under
      this
      Article of the holders of Senior Debt of the Company, is intended to rank
      equally with all other general obligations of the Company), to pay to the
      Holders of the Securities the principal of (and premium, if any) and interest
      on
      the Securities as and when the same shall become due and payable in accordance
      with their terms; or (b) affect the relative rights against the Company of
      the
      Holders of the Securities and creditors of the Company other than the holders
      of
      Senior Debt of the Company; or (c) prevent the Trustee or the Holder of any
      Security from exercising all remedies otherwise permitted by applicable law
      upon
      default under this Indenture, subject to the rights, if any, under this Article
      of the holders of Senior Debt of the Company to receive cash, property and
      securities otherwise payable or deliverable to the Trustee or such
      Holder.

     

    
      	
              SECTION
                1208.

            	
              Trustee
                to Effectuate Subordination.

            


    

     

    Each
      Holder of a Security by his acceptance thereof authorizes and directs the
      Trustee on his behalf to take such action as may be necessary or appropriate
      to
      effectuate the subordination provided in this Article and appoints the Trustee
      his attorney-in-fact for any and all such purposes.

     

    
      	
              SECTION
                1209.

            	
              No
                Waiver of Subordination Provisions.

            


    

     

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

     

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Debt of the Company may, at any time and from time to time, without
      the
      consent of or notice to the Trustee or the Holders of the Securities, without
      incurring responsibility to the Holders of the Securities and without impairing
      or releasing the subordination provided in this Article or the obligations
      hereunder of the Holders of the Securities to the holders of Senior Debt of
      the
      Company, do any one or more of the following: (i) change the manner, place
      or
      terms of payment or extend the time of payment of, or renew or alter, Senior
      Debt of the Company, or otherwise amend or supplement in any manner Senior
      Debt
      of the Company or any instrument evidencing the same or any agreement under
      which Senior Debt of the Company is outstanding; (ii) sell, exchange, release
      or
      otherwise deal with any property pledged, mortgaged or otherwise securing Senior
      Debt of the Company; (iii) release any Person liable in any manner for the
      collection of Senior Debt of the Company; and (iv) exercise or refrain from
      exercising any rights against the Company and any other Person.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1210.

            	
              Notice
                to Trustee.

            


    

     

    The
      Company shall give prompt written notice to the Trustee of any fact known to
      the
      Company which would prohibit the making of any payment to or by the Trustee
      in
      respect of the Securities. Notwithstanding the provisions of this Article or
      any
      other provision of this Indenture, the Trustee shall not be charged with
      knowledge of the existence of any facts which would prohibit the making of
      any
      payment to or by the Trustee in respect of the Securities, unless and until
      the
      Trustee shall have received written notice thereof from the Company or a holder
      of Senior Debt of the Company or from any trustee therefor; and, prior to the
      receipt of any such written notice, the Trustee, subject to the provisions
      of
      Section 601, shall be entitled in all respects to assume that no such facts
      exist; provided, however, that if the Trustee shall not have received the notice
      provided for in this Section at least three Business Days prior to the date
      upon
      which by the terms hereof any money may become payable for any purpose
      (including, without limitation, the payment of the principal of (and premium,
      if
      any) or interest on any Security), then, anything herein contained to the
      contrary notwithstanding, the Trustee shall have full power and authority to
      receive such money and to apply the same to the purpose for which such money
      was
      received and shall not be affected by any notice to the contrary which may
      be
      received by it within three Business Days prior to such date.

     

    Subject
      to the provisions of Section 601, the Trustee shall be entitled to rely on
      the
      delivery to it of a written notice by a Person representing himself to be a
      holder of Senior Debt of the Company (or a trustee therefor) to establish that
      such notice has been given by a holder of Senior Debt of the Company (or a
      trustee therefor). In the event that the Trustee determines in good faith that
      further evidence is required with respect to the right of any Person as a holder
      of Senior Debt of the Company to participate in any payment or distribution
      pursuant to this Article, the Trustee may request such Person to furnish
      evidence to the reasonable satisfaction of the Trustee as to the amount of
      Senior Debt of the Company held by such Person, the extent to which such Person
      is entitled to participate in such payment or distribution and any other facts
      pertinent to the rights of such Person under this Article, and if such evidence
      is not furnished, the Trustee may defer any payment to such Person pending
      judicial determination as to the right of such Person to receive such
      payment.

     

    
      	
              SECTION
                1211.

            	
              Reliance
                on Judicial Order or Certificate of Liquidating
                Agent.

            


    

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this Article,
      the Trustee, subject to the provisions of Section 601, and the Holders of the
      Securities shall be entitled to rely upon any order or decree entered by any
      court of competent jurisdiction in which such Proceeding is pending, or a
      certificate of the trustee in bankruptcy, receiver, liquidating trustee,
      custodian, assignee for the benefit of creditors, agent or other Person making
      such payment or distribution, delivered to the Trustee or to the Holders of
      Securities, for the purpose of ascertaining the Persons entitled to participate
      in such payment or distribution, the holders of the Senior Debt of the Company
      and other indebtedness of the Company, the amount thereof or payable thereon,
      the amount or amounts paid or distributed thereon and all other facts pertinent
      thereto or to this Article.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1212.

            	
              Trustee
                Not Fiduciary for Holders of Senior Debt of the
                Company.

            


    

     

    The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Debt of the Company and shall not be liable to any such holders if it shall
      in
      good faith mistakenly pay over or distribute to Holders of Securities or to
      the
      Company, a Subsidiary Guarantor or to any other Person cash, property or
      securities to which any holders of Senior Debt of the Company shall be entitled
      by virtue of this Article or otherwise.

     

    
      	
              SECTION
                1213.

            	
              Rights
                of Trustee as Holder of Senior Debt of the Company; Preservation
                of
                Trustee's Rights.

            


    

     

    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article with respect to any Senior Debt of the Company which may at
      any
      time be held by it, to the same extent as any other holder of Senior Debt of
      the
      Company, and nothing in this Indenture shall deprive the Trustee of any of
      its
      rights as such holder.

     

    Nothing
      in this Article shall apply to claims of, or payments to, the Trustee under
      or
      pursuant to Section 607.

     

    
      	
              SECTION
                1214.

            	
              Article
                Applicable to Paying Agents.

            


    

     

    In
      case
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term "Trustee" as used in this
      Article shall in such case (unless the context otherwise requires) be construed
      as extending to and including such Paying Agent within its meaning as fully
      for
      all intents and purposes as if such Paying Agent were named in this Article
      in
      addition to or in place of the Trustee; provided, however, that Section 1213
      shall not apply to the Company, any Subsidiary Guarantor or any Affiliate of
      the
      Company if it or such Subsidiary Guarantor or Affiliate acts as Paying
      Agent.

     

    
      	
              SECTION
                1215.

            	
              Defeasance
                of this Article Twelve.

            


    

     

    The
      subordination of the Securities of a series provided by this Article Twelve
      is
      expressly made subject to the provisions for Defeasance or Covenant Defeasance
      in Article Fifteen hereof and, anything herein to the contrary notwithstanding,
      upon the effectiveness of any such Defeasance or Covenant Defeasance, the
      Securities of such series then outstanding shall thereupon cease to be
      subordinated pursuant to this Article Twelve.

     

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    ARTICLE
      THIRTEEN

     

    SUBSIDIARY
      GUARANTEES

     

    
      	
              SECTION
                1301.

            	
              Applicability
                of Article.

            


    

     

    Unless
      the Company elects to issue any series of Securities without the benefit of
      the
      Subsidiary Guarantees, which election shall be evidenced in or pursuant to
      the
      Board Resolution or supplemental indenture establishing such series of
      Securities pursuant to Section 301, the provisions of this Article shall be
      applicable to each series of Securities except as otherwise specified in or
      pursuant to the Board Resolution or supplemental indenture establishing such
      series pursuant to Section 301.

     

    
      	
              SECTION
                1302.

            	
              Subsidiary
                Guarantees.

            


    

     

    Subject
      to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully
      and unconditionally guarantees to each Holder of a Security authenticated and
      delivered by the Trustee, the due and punctual payment of the principal of
      (and
      premium, if any) and interest on such Security when and as the same shall become
      due and payable, whether at the Stated Maturity, by acceleration, call for
      redemption, offer to purchase or otherwise, in accordance with the terms of
      such
      Security and of this Indenture, and each Subsidiary Guarantor similarly
      guarantees to the Trustee the payment of all amounts owing to the Trustee in
      accordance with the terms of this Indenture. In case of the failure of the
      Company punctually to make any such payment, each Subsidiary Guarantor hereby,
      jointly and severally, agrees to cause such payment to be made punctually when
      and as the same shall become due and payable, whether at the Stated Maturity
      or
      by acceleration, call for redemption, offer to purchase or otherwise, and as
      if
      such payment were made by the Company.

     

    Each
      of
      the Subsidiary Guarantors hereby jointly and severally agrees that its
      obligations hereunder shall be absolute, unconditional, irrespective of, and
      shall be unaffected by, the validity, regularity or enforceability of such
      Security or this Indenture, the absence of any action to enforce the same or
      any
      release, amendment, waiver or indulgence granted to the Company or any guarantor
      or any consent to departure from any requirement of any other guarantee of
      all
      or any of the Securities of such series or any other circumstances which might
      otherwise constitute a legal or equitable discharge or defense of a surety
      or
      guarantor; provided, however, that, notwithstanding the foregoing, no such
      release, amendment, waiver or indulgence shall, without the consent of such
      Subsidiary Guarantor, increase the principal amount of such Security, or
      increase the interest rate thereon, or alter the Stated Maturity thereof. Each
      of the Subsidiary Guarantors hereby waives the benefits of diligence,
      presentment, demand for payment, any requirement that the Trustee or any of
      the
      Holders protect, secure, perfect or insure any security interest in or other
      lien on any property subject thereto or exhaust any right or take any action
      against the Company or any other Person or any collateral, filing of claims
      with
      a court in the event of insolvency or bankruptcy of the Company, any right
      to
      require a proceeding first against the Company, protest or notice with respect
      to such Security or the indebtedness evidenced thereby and all demands
      whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
      in respect of such Security except by complete performance of the obligations
      contained in such Security and in such Subsidiary Guarantee. Each Subsidiary
      Guarantor agrees that if, after the occurrence and during the continuance of
      an
      Event of Default, the Trustee or any of the Holders are prevented by applicable
      law from exercising their respective rights to accelerate the maturity of the
      Securities of a series, to collect interest on the Securities of a series,
      or to
      enforce or exercise any other right or remedy with respect to the Securities
      of
      a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account
      of the Holders, upon demand therefor, the amount that would otherwise have
      been
      due and payable had such rights and remedies been permitted to be exercised
      by
      the Trustee or any of the Holders.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    The
      indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees
      is, to the extent provided in this Indenture, subordinate and subject in right
      of payment to the prior payment in full of all Senior Debt of each Subsidiary
      Guarantor, and the Subsidiary Guarantees are issued subject to the provisions
      of
      this Indenture with respect thereto. Each Holder of such Security, by accepting
      the same, will be deemed to have (a) agreed to and be bound by such provisions,
      (b) authorized and directed the Trustee on his behalf to take such action as
      may
      be necessary or appropriate to effectuate the subordination so provided and
      (c)
      appointed the Trustee his attorney-in-fact for any and all such
      purposes.

     

    Each
      Subsidiary Guarantor shall be subrogated to all rights of the Holders of the
      Securities upon which its Subsidiary Guarantee is endorsed against the Company
      in respect of any amounts paid by such Subsidiary Guarantor on account of such
      Security pursuant to the provisions of its Subsidiary Guarantee or this
      Indenture; provided, however, that no Subsidiary Guarantor shall be entitled
      to
      enforce or to receive any payments arising out of, or based upon, such right
      of
      subrogation until the principal of (and premium, if any) and interest on all
      Securities of the relevant series issued hereunder shall have been paid in
      full.

     

    Each
      Subsidiary Guarantor that makes or is required to make any payment in respect
      of
      its Subsidiary Guarantee shall be entitled to seek contribution from the other
      Subsidiary Guarantors to the extent permitted by applicable law; provided,
      however, that no Subsidiary Guarantor shall be entitled to enforce or receive
      any payments arising out of, or based upon, such right of contribution until
      the
      principal of (and premium, if any) and interest on all Securities of the
      relevant series issued hereunder shall have been paid in full.

     

    Each
      Subsidiary Guarantee shall remain in full force and effect and continue to
      be
      effective should any petition be filed by or against the Company for liquidation
      or reorganization, should the Company become insolvent or make an assignment
      for
      the benefit of creditors or should a receiver or trustee be appointed for all
      or
      any part of the Company's assets, and shall, to the fullest extent permitted
      by
      law, continue to be effective or be reinstated, as the case may be, if at any
      time payment and performance of the Securities of a series, is, pursuant to
      applicable law, rescinded or reduced in amount, or must otherwise be restored
      or
      returned by any Holder of the Securities, whether as a "voidable preference,"
      "fraudulent transfer," or otherwise, all as though such payment or performance
      had not been made. In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned, the Securities shall, to the fullest
      extent permitted by law, be reinstated and deemed reduced only by such amount
      paid and not so rescinded, reduced, restored or returned.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1303.

            	
              Execution
                and Delivery of Subsidiary
                Guarantees.

            


    

     

    The
      Subsidiary Guarantees to be endorsed on the Securities shall include the terms
      of the Subsidiary Guarantee set forth in Section 1302 and any other terms that
      may be set forth in the form established pursuant to Section 204. Subject to
      Section 1301, each of the Subsidiary Guarantors hereby agrees to execute its
      Subsidiary Guarantee, in a form established pursuant to Section 204, to be
      endorsed on each Security authenticated and delivered by the
      Trustee.

     

    The
      Subsidiary Guarantee shall be executed on behalf of each respective Subsidiary
      Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of
      Directors, Vice Chairman of the Board of Directors, Chief Executive Officer,
      President, one of its Vice Presidents, or its Secretary. The signature of any
      or
      all of these persons on the Subsidiary Guarantee may be manual or
      facsimile.

     

    A
      Subsidiary Guarantee bearing the manual or facsimile signature of individuals
      who were at any time the proper officers of a Subsidiary Guarantor shall bind
      such Subsidiary Guarantor, notwithstanding that such individuals or any of
      them
      have ceased to hold such offices prior to the authentication and delivery of
      the
      Security on which such Subsidiary Guarantee is endorsed or did not hold such
      offices at the date of such Subsidiary Guarantee.

     

    The
      delivery of any Security by the Trustee, after the authentication thereof
      hereunder, shall constitute due delivery of the Subsidiary Guarantee endorsed
      thereon on behalf of the Subsidiary Guarantors and shall bind each Subsidiary
      Guarantor notwithstanding the fact that Subsidiary Guarantee does not bear
      the
      signature of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby
      jointly and severally agrees that its Subsidiary Guarantee set forth in Section
      1302 and in the form of Subsidiary Guarantee established pursuant to Section
      204
      shall remain in full force and effect notwithstanding any failure to endorse
      a
      Subsidiary Guarantee on any Security.

     

    
      	
              SECTION
                1304.

            	
              Release
                of Subsidiary Guarantors.

            


    

     

    Unless
      otherwise specified pursuant to Section 301 with respect to a series of
      Securities, each Subsidiary Guarantee will remain in effect with respect to
      the
      respective Subsidiary Guarantor until the entire principal of, premium, if
      any,
      and interest on the Securities to which such Subsidiary Guarantee relates shall
      have been paid in full or otherwise satisfied and discharged in accordance
      with
      the provisions of such Securities and this Indenture and all amounts owing
      to
      the Trustee hereunder have been paid; provided, however, that if (i) such
      Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable
      provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance
      occurs with respect to such Securities pursuant to Article Fifteen or (iii)
      all
      or substantially all of the assets of such Subsidiary Guarantor or all of the
      Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger,
      consolidation or otherwise) by the Company or any Subsidiary in a transaction
      complying with the requirements of this Indenture, then, in each case of (i),
      (ii) or (iii), upon delivery by the Company of an Officers' Certificate and
      an
      Opinion of Counsel stating that all conditions precedent herein provided for
      relating to the release of such Subsidiary Guarantor from its obligations under
      its Subsidiary Guarantee and this Article Thirteen have been complied with,
      such
      Subsidiary Guarantor shall be released and discharged of its obligations under
      its Subsidiary Guarantee and under this Article Thirteen without any action
      on
      the part of the Trustee or any Holder, and the Trustee shall execute any
      documents reasonably required in order to acknowledge the release of such
      Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
      endorsed on the Securities of such series and under this Article
      Thirteen.

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1305.

            	
              Additional
                Subsidiary Guarantors.

            


    

     

    Unless
      otherwise specified pursuant to Section 301 with respect to a series of
      Securities, the Company will cause any domestic Subsidiary of the Company that
      becomes a Subsidiary after the date the Securities of a series are first issued
      hereunder to become a Subsidiary Guarantor as soon as practicable after such
      Subsidiary becomes a Subsidiary. The Company shall cause any such Subsidiary
      to
      become a Subsidiary Guarantor with respect to the Securities by executing and
      delivering to the Trustee (a) a supplemental indenture, in form and substance
      satisfactory to the Trustee, which subjects such Person to the provisions
      (including the representations and warranties) of this Indenture as a Subsidiary
      Guarantor and (b) an Opinion of Counsel to the effect that such supplemental
      indenture has been duly authorized and executed by such Person and such
      supplemental indenture and such Person's obligations under its Subsidiary
      Guarantee and this Indenture constitute the legal, valid, binding and
      enforceable obligations of such Person (subject to such customary exceptions
      concerning creditors' rights and equitable principles as may be acceptable
      to
      the Trustee in its discretion).

     

    
      	
              SECTION
                1306.

            	
              Limitation
                on Liability.

            


    

     

    Any
      term
      or provision of this Indenture to the contrary notwithstanding, the maximum
      amount of the Subsidiary Guarantee of any Subsidiary Guarantor shall not exceed
      the maximum amount that can be hereby guaranteed by such Subsidiary Guarantor
      without rendering such Subsidiary Guarantee voidable under applicable law
      relating to fraudulent conveyance or fraudulent transfer or similar laws
      affecting the rights of creditors generally.

     

    ARTICLE
      FOURTEEN

     

    SUBORDINATION
      OF SUBSIDIARY GUARANTEES

     

    
      	
              SECTION
                1401.

            	
              Applicability
                of Article.

            


    

     

    Unless
      otherwise provided with respect to the Securities of any series in or pursuant
      to the Board Resolution or supplemental indenture establishing such series
      of
      Securities pursuant to Section 301, the provisions of this Article shall be
      applicable to each series of Securities.

     

    
      	
              SECTION
                1402.

            	
              Subsidiary
                Guarantees Subordinate to Senior Debt of Subordinate
                Guarantors.

            


    

     

    Each
      Subsidiary Guarantor covenants and agrees, and each Holder of a Security, by
      his
      acceptance thereof, likewise covenants and agrees, that, to the extent and
      in
      the manner hereinafter set forth in this Article (subject to the provisions
      of
      Article Four and Article Fifteen), the Subsidiary Guarantee of such Subsidiary
      Guarantor is hereby expressly made subordinate and subject in right of payment
      to the prior payment in full of all Senior Debt of such Subsidiary
      Guarantor.

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    No
      provisions of this Article Fourteen shall prevent the occurrence of any Event
      of
      Default.

     

    
      	
              SECTION
                1403.

            	
              Payment
                Over of Proceeds Upon Dissolution,
                Etc.

            


    

     

    In
      the
      event of (a) any insolvency or bankruptcy case or proceeding, or any
      receivership, liquidation, reorganization or other similar case or proceeding
      in
      connection therewith, relative to any Subsidiary Guarantor or to its creditors,
      as such, or to its assets, or (b) any liquidation, dissolution or other winding
      up of any Subsidiary Guarantor, whether voluntary or involuntary and whether
      or
      not involving insolvency or bankruptcy, or (c) any assignment for the benefit
      of
      creditors or any other marshalling of assets and liabilities of any Subsidiary
      Guarantor, then and in any such event specified in (a), (b) or (c) above (each
      such event, if any, herein sometimes referred to as a "Guarantor Proceeding")
      the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to
      receive payment in full of all amounts due or to become due on or in respect
      of
      all Senior Debt of such Subsidiary Guarantor, or provision shall be made for
      such payment in cash or cash equivalents or otherwise in a manner satisfactory
      to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders
      of the Securities are entitled to receive any payment or distribution of any
      kind or character, whether in cash, property or securities (including any
      payment or distribution which may be payable or deliverable by reason of the
      payment of any other indebtedness of such Subsidiary Guarantor subordinated
      to
      the payment of the Securities, such payment or distribution being hereinafter
      referred to as a "Guarantor Junior Subordinated Payment"), on account of the
      Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other
      than
      the payment or distribution of stock or securities of a Subsidiary Guarantor
      referred to in the second succeeding paragraph, herein referred to, individually
      and collectively, as a "Guarantee Payment"), and to that end the holders of
      Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for
      application to the payment thereof, any Guarantee Payment which may be payable
      or deliverable in respect of such Subsidiary Guarantor's Subsidiary Guarantee
      in
      any such Guarantor Proceeding.

     

    In
      the
      event that, notwithstanding the foregoing provisions of this Section, the
      Trustee or the Holder of any Security shall have received any Guarantee Payment
      before all Senior Debt of such Subsidiary Guarantor is paid in full or payment
      thereof provided for in cash or cash equivalents or otherwise in a manner
      satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and
      if
      such fact shall, at or prior to the time of such Guarantee Payment, have been
      made known to the Trustee or, as the case may be, such Holder, then and in
      such
      event such Guarantee Payment shall be paid over or delivered forthwith to the
      trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
      agent
      or other Person making payment or distribution of assets of such Subsidiary
      Guarantor for application to the payment of all Senior Debt of such Subsidiary
      Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt
      of
      such Subsidiary Guarantor in full, after giving effect to any concurrent payment
      or distribution to or for the holders of Senior Debt of such Subsidiary
      Guarantor.

     

    For
      purposes of this Article only, the words "any payment or distribution of any
      kind or character, whether in cash, property or securities" shall not be deemed
      to include a payment or distribution of stock or securities of a Subsidiary
      Guarantor provided for by a plan of reorganization or readjustment authorized
      by
      an order or decree of a court of competent jurisdiction in a reorganization
      proceeding under any applicable bankruptcy law or of any other corporation
      provided for by such plan of reorganization or readjustment which stock or
      securities are subordinated in right of payment to all then outstanding Senior
      Debt of such Subsidiary Guarantor to substantially the same extent as the
      Subsidiary Guarantees are so subordinated as provided in this Article. The
      consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary
      Guarantor into, another Person or the liquidation or dissolution of such
      Subsidiary Guarantor following the conveyance or transfer of all or
      substantially all of its assets to another Person upon the terms and conditions
      set forth in Article Eight shall not be deemed a Guarantor Proceeding for the
      purposes of this Section if the Person formed by such consolidation or into
      which such Subsidiary Guarantor is merged or the Person which acquires by
      conveyance or transfer such assets, as the case may be, shall, as a part of
      such
      consolidation, merger, conveyance or transfer, comply with the conditions set
      forth in Article Eight.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1404.

            	
              No
                Payment When Senior Debt of such Subsidiary Guarantor in
                Default.

            


    

     

    In
      the
      event that any Senior Payment Default shall have occurred and be continuing,
      then no Guarantee Payment shall be made unless and until such Senior Payment
      Default shall have been cured or waived or shall have ceased to exist or all
      amounts then due and payable in respect of the relevant Senior Debt of the
      Company shall have been paid in full, or provision shall have been made for
      such
      payment in cash or cash equivalents or otherwise in a manner satisfactory to
      the
      holders of such Senior Debt; provided, that nothing in this Section shall
      prevent the satisfaction of any sinking fund payment in accordance with Article
      Sixteen by delivering and crediting pursuant to Section 1602 Securities which
      have been acquired (upon redemption or otherwise) prior to such Senior Payment
      Default.

     

    In
      the
      event that any Senior Nonmonetary Default shall have occurred and be continuing,
      then, upon the receipt by the Company, the Subsidiary Guarantors and the Trustee
      of written notice of such Senior Nonmonetary Default from any holder, or agent
      for the holders, of any Designated Senior Debt of the Company, no Guarantee
      Payment shall be made during the applicable Payment Blockage Period; provided,
      however, that nothing in this Section shall prevent the satisfaction of any
      sinking fund payment in accordance with Article Sixteen by delivering and
      crediting pursuant to Section 1602 Securities which have been acquired (upon
      redemption or otherwise) prior to the date of such receipt of such written
      notice. No more than one Payment Blockage Period may be commenced with respect
      to the Subsidiary Guarantees during any 360-day period and there shall be a
      period of at least 181 consecutive days in each 360-day period when no Payment
      Blockage Period is in effect. For all purposes of this paragraph, no Senior
      Nonmonetary Default that existed or was continuing on the date of commencement
      of any Payment Blockage Period shall be, or be made, the basis for the
      commencement of a subsequent Payment Blockage Period, whether or not within
      a
      period of 360 consecutive days, unless such Senior Nonmonetary Default shall
      have been cured for a period of not less than 90 consecutive days.

     

    In
      the
      event that, notwithstanding the foregoing, a Subsidiary Guarantor shall make
      any
      Guarantee Payment to the Trustee or any Holder prohibited by the foregoing
      provisions of this Section, and if such fact shall, at or prior to the time
      of
      such Guarantee Payment, have been made known to the Trustee or, as the case
      may
      be, such Holder, then and in such event such Guarantee Payment shall be paid
      over and delivered forthwith to the Company.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    The
      provisions of this Section shall not apply to any Guarantee Payment with respect
      to which Section 1403 would be applicable.

     

    
      	
              SECTION
                1405.

            	
              Payment
                Permitted If No Default.

            


    

     

    Nothing
      contained in this Article or elsewhere in this Indenture or in any of the
      Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at any time
      except during the pendency of any Guarantor Proceeding referred to in Section
      1403 or under the conditions described in Section 1404, from making Guarantee
      Payments, or (b) the application by the Trustee of any money deposited with
      it
      hereunder to Guarantee Payments or the retention of such Guarantee Payment
      by
      the Holders, if, at the time of such application by the Trustee, it did not
      have
      knowledge that such Guarantee Payment would have been prohibited by the
      provisions of this Article.

     

    
      	
              SECTION
                1406.

            	
              Subrogation
                to Rights of Holders of Senior Debt of such Subsidiary
                Guarantor.

            


    

     

    Subject
      to the payment in full of all amounts due or to become due on or in respect
      of
      Senior Debt of a Subsidiary Guarantor, or the provision for such payment in
      cash
      or cash equivalents or otherwise in a manner satisfactory to the holders of
      Senior Debt of such Subsidiary Guarantor, the Holders of the Securities shall
      be
      subrogated to the rights of the holders of such Senior Debt of such Subsidiary
      Guarantor to receive payments and distributions of cash, property and securities
      applicable to the Senior Debt of such Subsidiary Guarantor until the principal
      of (and premium, if any) and interest on the Securities shall be paid in full.
      For purposes of such subrogation, no payments or distributions to the holders
      of
      the Senior Debt of a Subsidiary Guarantor of any cash, property or securities
      to
      which the Holders of the Securities or the Trustee would be entitled except
      for
      the provisions of this Article, and no payments over pursuant to the provisions
      of this Article to the holders of Senior Debt of a Subsidiary Guarantor by
      Holders of the Securities or the Trustee, shall, as among a Subsidiary
      Guarantor, its creditors other than holders of Senior Debt of such Subsidiary
      Guarantor and the Holders of the Securities, be deemed to be a payment or
      distribution by such Subsidiary Guarantor to or on account of the Senior Debt
      of
      such Subsidiary Guarantor.

     

    
      	
              SECTION
                1407.

            	
              Provisions
                Solely to Define Relative Rights.

            


    

     

    The
      provisions of this Article are and are intended solely for the purpose of
      defining the relative rights of the Holders on the one hand and the holders
      of
      Senior Debt of a Subsidiary Guarantor on the other hand. Nothing contained
      in
      this Article or elsewhere in this Indenture or in the Subsidiary Guarantees
      is
      intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors
      other than holders of Senior Debt of such Subsidiary Guarantor and the Holders
      of the Securities, the obligation of such Subsidiary Guarantor, which is
      absolute and unconditional (and which, subject to the rights under this Article
      of the holders of Senior Debt of such Subsidiary Guarantor, is intended to
      rank
      equally with all other general obligations of such Subsidiary Guarantor), to
      guarantee payment to the Holders of the Securities of the principal of (and
      premium, if any) and interest on the Securities as and when the same shall
      become due and payable in accordance with their terms; or (b) affect the
      relative rights against a Subsidiary Guarantor of the Holders of the Securities
      and creditors of such Subsidiary Guarantor other than the holders of Senior
      Debt
      of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any
      Security from exercising all remedies otherwise permitted by applicable law
      upon
      default under this Indenture, subject to the rights, if any, under this Article
      of the holders of Senior Debt of a Subsidiary Guarantor to receive cash,
      property and securities otherwise payable or deliverable to the Trustee or
      such
      Holder.

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1408.

            	
              Trustee
                to Effectuate Subordination.

            


    

     

    Each
      Holder of a Security by his acceptance thereof authorizes and directs the
      Trustee on his behalf to take such action as may be necessary or appropriate
      to
      effectuate the subordination provided in this Article and appoints the Trustee
      his attorney-in-fact for any and all such purposes.

     

    
      	
              SECTION
                1409.

            	
              No
                Waiver of Subordination Provisions.

            


    

     

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

     

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Debt of a Subsidiary Guarantor may, at any time and from time to time,
      without the consent of or notice to the Trustee or the Holders of the
      Securities, without incurring responsibility to the Holders of the Securities
      and without impairing or releasing the subordination provided in this Article
      or
      the obligations hereunder of the Holders of the Securities to the holders of
      Senior Debt of such Subsidiary Guarantor, do any one or more of the following:
      (i) change the manner, place or terms of payment or extend the time of payment
      of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise
      amend or supplement in any manner Senior Debt of such Subsidiary Guarantor
      or
      any instrument evidencing the same or any agreement under which Senior Debt
      of
      such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or
      otherwise deal with any property pledged, mortgaged or otherwise securing Senior
      Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner
      for the collection of Senior Debt of such Subsidiary Guarantor; and (iv)
      exercise or refrain from exercising any rights against such Subsidiary Guarantor
      and any other Person.

     

    
      	
              SECTION
                1410.

            	
              Notice
                to Trustee.

            


    

     

    Each
      Subsidiary Guarantor shall give prompt written notice to the Trustee of any
      fact
      known to such Subsidiary Guarantor which would prohibit the making of any
      payment to or by the Trustee in respect of its Subsidiary Guarantee.
      Notwithstanding the provisions of this Article or any other provision of this
      Indenture, the Trustee shall not be charged with knowledge of the existence
      of
      any facts which would prohibit the making of any payment to or by the Trustee
      in
      respect of the Subsidiary Guarantees, unless and until the Trustee shall have
      received written notice thereof from a Subsidiary Guarantor or a holder of
      Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and,
      prior to the receipt of any such written notice, the Trustee, subject to the
      provisions of Section 601, shall be entitled in all respects to assume that
      no
      such facts exist; provided, however, that if the Trustee shall not have received
      the notice provided for in this Section at least three Business Days prior
      to
      the date upon which by the terms hereof any money may become payable for any
      purpose (including, without limitation, the payment of the principal of (and
      premium, if any) or interest on any Security), then, anything herein contained
      to the contrary notwithstanding, the Trustee shall have full power and authority
      to receive such money and to apply the same to the purpose for which such money
      was received and shall not be affected by any notice to the contrary which
      may
      be received by it within three Business Days prior to such date.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    Subject
      to the provisions of Section 601, the Trustee shall be entitled to rely on
      the
      delivery to it of a written notice by a Person representing himself to be a
      holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to
      establish that such notice has been given by a holder of Senior Debt of such
      Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee
      determines in good faith that further evidence is required with respect to
      the
      right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to
      participate in any payment or distribution pursuant to this Article, the Trustee
      may request such Person to furnish evidence to the reasonable satisfaction
      of
      the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held
      by
      such Person, the extent to which such Person is entitled to participate in
      such
      payment or distribution and any other facts pertinent to the rights of such
      Person under this Article, and if such evidence is not furnished, the Trustee
      may defer any payment to such Person pending judicial determination as to the
      right of such Person to receive such payment.

     

    
      	
              SECTION
                1411.

            	
              Reliance
                on Judicial Order or Certificate of Liquidating
                Agent.

            


    

     

    Upon
      any
      payment or distribution of assets of a Subsidiary Guarantor referred to in
      this
      Article, the Trustee, subject to the provisions of Section 601, and the Holders
      of the Securities shall be entitled to rely upon any order or decree entered
      by
      any court of competent jurisdiction in which such Guarantor Proceeding is
      pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
      trustee, custodian, assignee for the benefit of creditors, agent or other Person
      making such payment or distribution, delivered to the Trustee or to the Holders
      of Securities, for the purpose of ascertaining the Persons entitled to
      participate in such payment or distribution, the holders of the Senior Debt
      of
      such Subsidiary Guarantor and other indebtedness of such Subsidiary Guarantor,
      the amount thereof or payable thereon, the amount or amounts paid or distributed
      thereon and all other facts pertinent thereto or to this Article.

     

    
      	
              SECTION
                1412.

            	
              Trustee
                Not Fiduciary for Holders of Senior Debt of such Subsidiary
                Guarantor.

            


    

     

    The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Debt of a Subsidiary Guarantor and shall not be liable to any such holders
      if it
      shall in good faith mistakenly pay over or distribute to Holders of Securities
      or to the Company, a Subsidiary Guarantor, or to any other Person cash, property
      or securities to which any holders of Senior Debt of such Subsidiary Guarantor
      shall be entitled by virtue of this Article or otherwise.

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1413.

            	
              Rights
                of Trustee as Holder of Senior Debt of such Subsidiary Guarantor;
                Preservation of Trustee's Rights.

            


    

     

    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article with respect to any Senior Debt of a Subsidiary Guarantor which
      may at any time be held by it, to the same extent as any other holder of Senior
      Debt of such Subsidiary Guarantor, and nothing in this Indenture shall deprive
      the Trustee of any of its rights as such holder.

     

    Nothing
      in this Article shall apply to claims of, or payments to, the Trustee under
      or
      pursuant to Section 607.

     

    
      	
              SECTION
                1414.

            	
              Article
                Applicable to Paying Agents.

            


    

     

    In
      case
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term "Trustee" as used in this
      Article shall in such case (unless the context otherwise requires) be construed
      as extending to and including such Paying Agent within its meaning as fully
      for
      all intents and purposes as if such Paying Agent were named in this Article
      in
      addition to or in place of the Trustee; provided, however, that Section 1413
      shall not apply to the Company, any Subsidiary Guarantor or any Affiliate of
      the
      Company if it or such Subsidiary Guarantor or Affiliate acts as Paying
      Agent.

     

    
      	
              SECTION
                1415.

            	
              Defeasance
                of this Article Fourteen.

            


    

     

    The
      subordination of the Subsidiary Guarantees provided by this Article Fourteen
      is
      expressly made subject to the provisions for Defeasance or Covenant Defeasance
      of a series of Securities in Article Fifteen hereof and, anything herein to
      the
      contrary notwithstanding, upon the effectiveness of any such Defeasance or
      Covenant Defeasance with respect to a series of Securities, the Subsidiary
      Guarantees of the Securities of such series shall thereupon cease to be
      subordinated pursuant to this Article Fourteen.

     

    ARTICLE
      FIFTEEN

     

    DEFEASANCE
      AND COVENANT DEFEASANCE

     

    
      	
              SECTION
                1501.

            	
              Company's
                Option to Effect Defeasance or Covenant
                Defeasance.

            


    

     

    The
      Company may elect, at its option at any time, to have Section 1502 or Section
      1503 applied to any Securities or any series of Securities, as the case may
      be,
      designated pursuant to Section 301 as being defeasible pursuant to such Section
      1502 or 1503, in accordance with any applicable requirements provided pursuant
      to Section 301 and upon compliance with the conditions set forth below in this
      Article. Any such election shall be evidenced in or pursuant to a Board
      Resolution or in another manner specified as contemplated by Section 301 for
      such Securities.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1502.

            	
              Defeasance
                and Discharge.

            


    

     

    Upon
      the
      Company's exercise of its option (if any) to have this Section applied to any
      Securities or any series of Securities, as the case may be, the Company shall
      be
      deemed to have been discharged from its obligations, and each Subsidiary
      Guarantor shall be deemed to have been discharged from its obligations with
      respect to its Subsidiary Guarantees of such Securities, and the provisions
      of
      Articles Twelve and Fourteen shall cease to be effective, with respect to such
      Securities and Subsidiary Guarantees as provided in this Section on and after
      the date the conditions set forth in Section 1504 are satisfied (herein called
      "Defeasance"). For this purpose, such Defeasance means that the Company shall
      be
      deemed to have paid and discharged the entire indebtedness represented by such
      Securities and to have satisfied all its other obligations under such Securities
      and this Indenture insofar as such Securities are concerned (and the Trustee,
      at
      the expense of the Company, shall execute proper instruments acknowledging
      the
      same), subject to the following which shall survive until otherwise terminated
      or discharged hereunder: (1) the rights of Holders of such Securities to
      receive, solely from the trust fund described in Section 1504 and as more fully
      set forth in such Section, payments in respect of the principal of and any
      premium and interest on such Securities when payments are due, or, if
      applicable, to convert such Securities in accordance with their terms, (2)
      the
      Company's and each Subsidiary Guarantor's obligations with respect to such
      Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable,
      their obligations with respect to the conversion of such Securities, (3) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      (4)
      this Article. Subject to compliance with this Article, the Company may exercise
      its option (if any) to have this Section applied to any Securities
      notwithstanding the prior exercise of its option (if any) to have Section 1503
      applied to such Securities.

     

    
      	
              SECTION
                1503.

            	
              Covenant
                Defeasance.

            


    

     

    Upon
      the
      Company's exercise of its option (if any) to have this Section applied to any
      Securities or any series of Securities, as the case may be, (1) the Company
      shall be released from its obligations under Section 801(3), Sections 1005
      through 1008, inclusive, and any covenants provided pursuant to Section 301(22),
      901(2) or 901(7) for the benefit of the Holders of such Securities, and (2)
      the
      occurrence of any event specified in Sections 501(5) (with respect to any of
      Section 801(3), Sections 1005 through 1008, inclusive, and any such covenants
      provided pursuant to Section 301(22), 901(2) or 901(7)), 501(6), 501(7)),
      501(10) and 501(11) shall be deemed not to be or result in an Event of Default
      and (3) the provisions of Articles Twelve, Thirteen and Fourteen shall cease
      to
      be effective, in each case with respect to such Securities and Subsidiary
      Guarantees as provided in this Section on and after the date the conditions
      set
      forth in Section 1504 are satisfied (herein called "Covenant Defeasance").
      For
      this purpose, such Covenant Defeasance means that, with respect to such
      Securities, the Company and the Subsidiary Guarantors, as applicable, may omit
      to comply with and shall have no liability in respect of any term, condition
      or
      limitation set forth in any such specified Section (to the extent so specified
      in the case of Section 501(5)) or Article Twelve, Thirteen or Article Fourteen,
      whether directly or indirectly by reason of any reference elsewhere herein
      to
      any such Section or Article or by reason of any reference in any such Section
      or
      Article to any other provision herein or in any other document, but the
      remainder of this Indenture and such Securities shall be unaffected
      thereby.

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1504.

            	
              Conditions
                to Defeasance or Covenant
                Defeasance.

            


    

     

    The
      following shall be the conditions to the application of Section 1502 or Section
      1503 to any Securities or any series of Securities, as the case may
      be:

     

    (1) The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee which satisfies the requirements contemplated by
      Section 609 and agrees to comply with the provisions of this Article 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 benefits
      of
      the Holders of such Securities, (A) money in an amount, or (B) U.S. Government
      Obligations 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, money in an amount, or (C) a combination
      thereof, in each case sufficient, in the opinion of a nationally recognized
      firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge, and which shall be applied
      by
      the Trustee (or any such other qualifying trustee) to pay and discharge, the
      principal of and any premium and interest on such Securities on the respective
      Stated Maturities, in accordance with the terms of this Indenture and such
      Securities. As used herein, "U.S. Government Obligation" means (x) any security
      which is (i) a direct obligation of the United States of America for the payment
      of which the full faith and credit of the United States of America is pledged
      or
      (ii) an obligation of a Person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America the payment of which
      is unconditionally guaranteed as a full faith and credit obligation by the
      United States of America, which, in either case (i) or (ii), is not callable
      or
      redeemable at the option of the issuer thereof, and (y) any depositary receipt
      issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
      custodian with respect to any U.S. Government Obligation which is specified
      in
      clause (x) above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal of
      or
      interest on any U.S. Government Obligation which is so specified and held,
      provided that (except as required by law) such custodian is not authorized
      to
      make any deduction from the amount payable to the holder of such depositary
      receipt from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of principal or interest evidenced
      by such depositary receipt.

     

    (2) In
      the
      event of an election to have Section 1502 apply to any Securities or any series
      of Securities, as the case may be, the Company shall have delivered to the
      Trustee an Opinion of Counsel stating that (A) the Company has received from,
      or
      there has been published by, the Internal Revenue Service a ruling or (B) since
      the date of this instrument, there has been a change in the applicable Federal
      income tax law, in either case (A) or (B) to the effect that, and based thereon
      such opinion shall confirm that, the Holders of such Securities will not
      recognize gain or loss for Federal income tax purposes as a result of the
      deposit, Defeasance and discharge to be effected with respect to such Securities
      and will be subject to Federal income tax on the same amount, in the same manner
      and at the same times as would be the case if such deposit, Defeasance and
      discharge were not to occur.

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    (3) In
      the
      event of an election to have Section 1503 apply to any Securities or any series
      of Securities, as the case may be, the Company shall have delivered to the
      Trustee an Opinion of Counsel to the effect that the Holders of such Securities
      will not recognize gain or loss for Federal income tax purposes as a result
      of
      the deposit and Covenant Defeasance to be effected with respect to such
      Securities and will be subject to Federal income tax on the same amount, in
      the
      same manner and at the same times as would be the case if such deposit and
      Covenant Defeasance were not to occur.

     

    (4) The
      Company shall have delivered to the Trustee an Officers' Certificate to the
      effect that neither such Securities nor any other Securities of the same series,
      if then listed on any securities exchange, will be delisted as a result of
      such
      deposit.

     

    (5) No
      event
      which is, or after notice or lapse of time or both would become, an Event of
      Default with respect to such Securities or any other Securities shall have
      occurred and be continuing at the time of such deposit or, with regard to any
      such event specified in Sections 501(7) and (8), at any time on or prior to
      the
      121st day after the date of such deposit (it being understood that this
      condition shall not be deemed satisfied until after such 121st
      day).

     

    (6) Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act (assuming
      all
      Securities are in default within the meaning of such Act).

     

    (7) Such
      Defeasance or Covenant Defeasance shall not result in a breach or violation
      of,
      or constitute a default under, any other agreement or instrument to which the
      Company or any Subsidiary is a party or by which it is bound.

     

    (8) At
      the
      time of such deposit, (A) no default in the payment of any principal of or
      premium or interest on any Senior Debt of the Company or any Subsidiary
      Guarantor shall have occurred and be continuing, (B) no event of default with
      respect to any Senior Debt of the Company or any Subsidiary Guarantor shall
      have
      resulted in such Senior Debt becoming, and continuing to be, due and payable
      prior to the date on which it would otherwise have become due and payable
      (unless payment of such Senior Debt has been made or duly provided for), and
      (C)
      no other event of default with respect to any Senior Debt of the Company or
      any
      Subsidiary Guarantor shall have occurred and be continuing permitting (after
      notice or lapse of time or both) the holders of such Senior Debt (or a trustee
      on behalf of such holders) to declare such Senior Debt due and payable prior
      to
      the date on which it would otherwise have become due and payable.

     

    (9) The
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that such deposit shall not cause either the Trustee or the trust so created
      to
      be subject to the Investment Company Act of 1940.

     

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

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                1505.

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

            


    

     

    Subject
      to the provisions of the last paragraph of Section 1003, all money and U.S.
      Government Obligations (including the proceeds thereof) deposited with the
      Trustee or other qualifying trustee (solely for purposes of this Section and
      Section 1506, the Trustee and any such other trustee are referred to
      collectively as the "Trustee") pursuant to Section 1504 in respect of any
      Securities shall be held in trust and applied by the Trustee, in accordance
      with
      the provisions of such Securities and this Indenture, to the payment, either
      directly or through any such Paying Agent (including the Company acting as
      its
      own Paying Agent) as the Trustee may determine, to the Holders of such
      Securities, of all sums due and to become due thereon in respect of principal
      and any premium and interest, but money so held in trust need not be segregated
      from other funds except to the extent required by law. Money and U.S. Government
      Obligations so held in trust shall not be subject to the provisions of Article
      Twelve or Article Fourteen.

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. Government Obligations deposited
      pursuant to Section 1504 or the principal and interest received in respect
      thereof other than any such tax, fee or other charge which by law is for the
      account of the Holders of Outstanding Securities.

     

    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 U.S.
      Government Obligations held by it as provided in Section 1504 with respect
      to
      any Securities which, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification thereof
      delivered to the Trustee, are in excess of the amount thereof which would then
      be required to be deposited to effect the Defeasance or Covenant Defeasance,
      as
      the case may be, with respect to such Securities.

     

    
      	
              SECTION
                1506.

            	
              Reinstatement.

            


    

     

    If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this
      Article with respect to any Securities by reason of any order or judgment of
      any
      court or governmental authority enjoining, restraining or otherwise prohibiting
      such application, then the obligations under this Indenture and such Securities
      from which the Company has been discharged or released pursuant to Section
      1502
      or 1503 shall be revived and reinstated as though no deposit had occurred
      pursuant to this Article with respect to such Securities, until such time as
      the
      Trustee or Paying Agent is permitted to apply all money held in trust pursuant
      to Section 1505 with respect to such Securities in accordance with this Article;
      provided, however, that if the Company makes any payment of principal of or
      any
      premium or interest on any such Security following such reinstatement of its
      obligations, the Company shall be subrogated to the rights (if any) of the
      Holders of such Securities to receive such payment from the money so held in
      trust.

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      SIXTEEN

     

    SINKING
      FUNDS

     

    
      	
              SECTION
                1601.

            	
              Applicability
                of Article.

            


    

     

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

     

    The
      minimum amount of any sinking fund payment provided for by the terms of any
      Securities 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 is herein referred to as an "optional sinking fund payment." If
      provided for by the terms of any Securities, the cash amount of any sinking
      fund
      payment may be subject to reduction as provided in Section 1602. Each sinking
      fund payment shall be applied to the redemption of Securities as provided for
      by
      the terms of such Securities.

     

    
      	
              SECTION
                1602.

            	
              Satisfaction
                of Sinking Fund Payments with
                Securities.

            


    

     

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

     

    
      	
              SECTION
                1603.

            	
              Redemption
                of Securities for Sinking Fund.

            


    

     

    Not
      less
      than 35 days prior to each sinking fund payment date for any Securities, the
      Company will deliver to the Trustee an Officers' Certificate specifying the
      amount of the next ensuing sinking fund payment for such Securities pursuant
      to
      the terms of such Securities, the portion thereof, if any, which is to be
      satisfied by payment of cash and the portion thereof, if any, which is to be
      satisfied by delivering and crediting Securities pursuant to Section 1602 and
      will also deliver to the Trustee any Securities to be so delivered. Not less
      than 32 days prior to 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.

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

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

     

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

     

     

    
      	 	
              ISSUER:

            
	 	 	 
	 	
              ENERGY
                XXI (BERMUDA) LIMITED

            
	 	
              By:

            	  

	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    


    
      	 	
              SUBSIDIARY
                GUARANTORS:

            
	 	 	 
	 	
              [INSERT
                SUBSIDIARY GUARANTORS]

            
	 	 	 
	 	 	 
	 	
              By:

            	  

	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    


    
      	 	
              TRUSTEE:

            
	 	 	 
	 	
              [TRUSTEE'S
                NAME],

            
	 	
              as
                Trustee

            
	 	 	 
	 	
              By:

            	  

	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    


    


    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

    SCHEDULE
      I

     

    SUBSIDIARY
      GUARANTORS

     

    
      	
              subsidiary

            	
              state
                of organization

            


    

    [Insert
      Subsidiary Guarantors]

     

     

     

    
      
        
        

      

      
        Schedule
          I-1