EXHIBIT
      4.2

     

    
      

      

    

     

    CONSTELLATION
      ENERGY PARTNERS LLC

     

    AND

    [__________________________]

    


    Trustee

    ____________________________________________

    


    INDENTURE

    


    DATED
      AS OF ________ __, 20__

    


    ____________________________________________

    


    SUBORDINATED
      DEBT SECURITIES

     

    
      

      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONSTELLATION
      ENERGY PARTNERS LLC

    RECONCILIATION
      AND TIE BETWEEN TRUST 

    INDENTURE
      ACT OF 1939, AS AMENDED, 

    AND
      INDENTURE, DATED AS OF __________, 20__

     

    
      
        	
                TRUST
                  INDENTURE ACT SECTION 

              	
                INDENTURE
                  SECTION

              
	 	 
	
                Section
                  310(a)(1)

              	
                6.9

              
	
                (a)(2)

              	
                6.9

              
	
                (a)(3)

              	
                Not
                  Applicable

              
	
                (a)(4)

              	
                Not
                  Applicable

              
	
                (a)(5)

              	
                6.9

              
	
                (b)

              	
                6.8

              
	 	
                 

              
	
                Section
                  311

              	
                6.13

              
	 	
                 

              
	
                Section
                  312(a)

              	
                7.1,
                  7.2(a)

              
	
                (b)

              	
                7.2(b)

              
	
                (c)

              	
                7.2(c)

              
	 	
                 

              
	
                Section
                  313(a)

              	
                7.3

              
	
                (b)

              	
                *

              
	
                (c)

              	
                *

              
	
                (d)

              	
                7.3

              
	 	
                 

              
	
                Section
                  314(a)

              	
                7.4

              
	
                (a)(4)

              	
                10.5

              
	
                (b)

              	
                Not
                  Applicable

              
	
                (c)(1)

              	
                1.3

              
	
                (c)(2)

              	
                1.3

              
	
                (c)(3)

              	
                Not
                  Applicable

              
	
                (d)

              	
                Not
                  Applicable

              
	
                (e)

              	
                1.3

              
	 	 
	
                Section
                  315(a)

              	
                6.1(a)

              
	
                (b)

              	
                6.2

              
	
                (c)

              	
                6.1(b)

              
	
                (d)

              	
                6.1(c)

              
	
                (d)(1)

              	
                6.1(a)(1)

              
	
                (d)(2)

              	
                6.1(c)(2)

              
	
                (d)(3)

              	
                6.1(c)(3)

              
	
                (e)

              	
                5.14

              
	 	
                 

              
	
                Section
                  316(a)

              	
                1.1,
                  1.2

              
	
                (a)(1)(A)

              	
                5.2,
                  5.12

              
	
                (a)(1)(B)

              	
                5.13

              
	
                (a)(2)

              	
                Not
                  Applicable

              
	
                (b)

              	
                5.8

              
	
                (c)

              	
                1.5(f)

              
	 	 
	
                Section
                  317(a)(1)

              	
                5.3

              
	
                (a)(2)

              	
                5.4

              
	
                (b)

              	
                10.3

              
	 	 
	
                Section
                  318(a)

              	
                1.8

              


      

    

    


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

     

    *
      Deemed
      included pursuant to Section 318(c) of the Trust Indenture Act

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        
          	
                  ARTICLE ONE
                    DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                    APPLICATION

                	
                  1

                
	
                  Section 1.1.

                	
                  Definitions

                	
                  1

                
	
                  Section 1.2.

                	
                  Incorporation
                    by Reference of Trust Indenture Act

                	
                  8

                
	
                  Section 1.3.

                	
                  Compliance
                    Certificates and Opinions

                	
                  9

                
	
                  Section 1.4.

                	
                  Form
                    of Documents Delivered to Trustee

                	
                  9

                
	
                  Section 1.5.

                	
                  Acts
                    of Holders; Record Dates

                	
                  10

                
	
                  Section 1.6.

                	
                  Notices,
                    Etc., to Trustee, Company and Guarantors

                	
                  11

                
	
                  Section 1.7.

                	
                  Notice
                    to Holders; Waiver

                	
                  11

                
	
                  Section 1.8.

                	
                  Conflict
                    with Trust Indenture Act

                	
                  12

                
	
                  Section 1.9.

                	
                  Effect
                    of Headings and Table of Contents

                	
                  12

                
	
                  Section 1.10.

                	
                  Successors
                    and Assigns

                	
                  12

                
	
                  Section 1.11.

                	
                  Separability
                    Clause

                	
                  12

                
	
                  Section 1.12.

                	
                  Benefits
                    of Indenture

                	
                  12

                
	
                  Section 1.13.

                	
                  Governing
                    Law

                	
                  12

                
	
                  Section 1.14.

                	
                  Legal
                    Holidays

                	
                  12

                
	
                  Section 1.15.

                	
                  Securities
                    in a Composite Currency, Currency Unit or Foreign Currency

                	
                  13

                
	
                  Section 1.16.

                	
                  Payment
                    in Required Currency; Judgment Currency

                	
                  13

                
	
                  Section 1.17.

                	
                  Language
                    of Notices, Etc.

                	
                  14

                
	
                  Section 1.18.

                	
                  Incorporators,
                    Shareholders, Officers and Directors of the Company and the Guarantors
                    Exempt from Individual Liability

                	
                  14

                
	 	 	 
	
                  ARTICLE TWO
                    SECURITY FORMS

                	
                   14

                
	
                  Section 2.1.

                	
                  Forms
                    Generally

                	
                  14

                
	
                  Section 2.2.

                	
                  Form
                    of Face of Security

                	
                  14

                
	
                  Section 2.3.

                	
                  Form
                    of Reverse of Security

                	
                  17

                
	
                  Section 2.4.

                	
                  Global
                    Securities

                	
                  21

                
	
                  Section 2.5.

                	
                  Form
                    of Trustee’s Certificate of Authentication

                	
                  22

                
	 	 	 
	
                  ARTICLE THREE
                    THE SECURITIES

                	
                   22

                
	
                  Section 3.1.

                	
                  Amount
                    Unlimited; Issuable in Series

                	
                  22

                
	
                  Section 3.2.

                	
                  Denominations

                	
                  25

                
	
                  Section 3.3.

                	
                  Execution,
                    Authentication, Delivery and Dating

                	
                  25

                
	
                  Section 3.4.

                	
                  Temporary
                    Securities

                	
                  27

                
	
                  Section 3.5.

                	
                  Registration,
                    Registration of Transfer and Exchange

                	
                  27

                
	
                  Section 3.6.

                	
                  Mutilated,
                    Destroyed, Lost and Stolen Securities

                	
                  29

                
	
                  Section 3.7.

                	
                  Payment
                    of Interest; Interest Rights Preserved

                	
                  30

                
	
                  Section 3.8.

                	
                  Persons
                    Deemed Owners

                	
                  31

                
	
                  Section 3.9.

                	
                  Cancellation

                	
                  31

                
	
                  Section 3.10.

                	
                  Computation
                    of Interest

                	
                  32

                
	
                  Section 3.11.

                	
                  CUSIP
                    or CINS Numbers

                	
                  32

                
	 	 	 
	
                  ARTICLE FOUR
                    SATISFACTION AND DISCHARGE

                	
                   32

                
	
                  Section 4.1.

                	
                  Satisfaction
                    and Discharge of Indenture

                	
                  32

                
	
                  Section 4.2.

                	
                  Application
                    of Trust Money

                	
                  33

                
	 	 	 
	
                  ARTICLE FIVE
                    REMEDIES

                	
                   33

                
	
                  Section 5.1.

                	
                  Events
                    of Default

                	
                  33

                
	
                  Section 5.2.

                	
                  Acceleration
                    of Maturity; Rescission and Annulment

                	
                  34

                


        

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section 5.3.

                	
                  Collection
                    of Indebtedness and Suits for Enforcement by Trustee

                	
                  35

                
	
                  Section 5.4.

                	
                  Trustee
                    May File Proofs of Claim

                	
                  36

                
	
                  Section 5.5.

                	
                  Trustee
                    May Enforce Claims Without Possession of Securities

                	
                  36

                
	
                  Section 5.6.

                	
                  Application
                    of Money Collected

                	
                  37

                
	
                  Section 5.7.

                	
                  Limitation
                    on Suits

                	
                  37

                
	
                  Section 5.8.

                	
                  Unconditional
                    Right of Holders to Receive Principal, Premium and
                    Interest

                	
                  37

                
	
                  Section 5.9.

                	
                  Restoration
                    of Rights and Remedies

                	
                  38

                
	
                  Section 5.10.

                	
                  Rights
                    and Remedies Cumulative

                	
                  38

                
	
                  Section 5.11.

                	
                  Delay
                    or Omission Not Waiver

                	
                  38

                
	
                  Section 5.12.

                	
                  Control
                    by Holders

                	
                  38

                
	
                  Section 5.13.

                	
                  Waiver
                    of Past Defaults

                	
                  39

                
	
                  Section 5.14.

                	
                  Undertaking
                    for Costs

                	
                  39

                
	
                  Section 5.15.

                	
                  Waiver
                    of Stay or Extension Laws

                	
                  39

                
	 	 	 
	
                  ARTICLE SIX
                    THE TRUSTEE

                	
                   40

                
	
                  Section 6.1.

                	
                  Certain
                    Duties and Responsibilities

                	
                  40

                
	
                  Section 6.2.

                	
                  Notice
                    of Defaults

                	
                  41

                
	
                  Section 6.3.

                	
                  Certain
                    Rights of Trustee

                	
                  41

                
	
                  Section 6.4.

                	
                  Not
                    Responsible for Recitals or Issuance of Securities

                	
                  42

                
	
                  Section 6.5.

                	
                  May
                    Hold Securities

                	
                  42

                
	
                  Section 6.6.

                	
                  Money
                    Held in Trust

                	
                  42

                
	
                  Section 6.7.

                	
                  Compensation
                    and Reimbursement

                	
                  43

                
	
                  Section 6.8.

                	
                  Disqualification;
                    Conflicting Interests

                	
                  43

                
	
                  Section 6.9.

                	
                  Corporate
                    Trustee Required; Eligibility

                	
                  43

                
	
                  Section 6.10.

                	
                  Resignation
                    and Removal; Appointment of Successor

                	
                  44

                
	
                  Section 6.11.

                	
                  Acceptance
                    of Appointment by Successor

                	
                  45

                
	
                  Section 6.12.

                	
                  Merger,
                    Conversion, Consolidation or Succession to Business

                	
                  46

                
	
                  Section 6.13.

                	
                  Preferential
                    Collection of Claims Against Company

                	
                  46

                
	
                  Section 6.14.

                	
                  Appointment
                    of Authenticating Agent

                	
                  46

                
	 	 	 
	
                  ARTICLE SEVEN
                    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	
                   48

                
	
                  Section 7.1.

                	
                  Company
                    to Furnish Trustee Names and Addresses of Holders

                	
                  48

                
	
                  Section 7.2.

                	
                  Preservation
                    of Information; Communications to Holders

                	
                  48

                
	
                  Section 7.3.

                	
                  Reports
                    by Trustee

                	
                  49

                
	
                  Section 7.4.

                	
                  Reports
                    by Company

                	
                  49

                
	 	 	 
	
                  ARTICLE EIGHT
                    CONSOLIDATION, AMALGAMATION, MERGER AND SALE

                	
                   50

                
	
                  Section 8.1.

                	
                  Company
                    May Consolidate, Etc., Only on Certain Terms

                	
                  50

                
	
                  Section 8.2.

                	
                  Successor
                    Substituted

                	
                  51

                
	 	 	 
	
                  ARTICLE NINE
                    AMENDMENT, SUPPLEMENT AND WAIVER

                	
                  51

                
	
                  Section 9.1.

                	
                  Without
                    Consent of Holders

                	
                  51

                
	
                  Section 9.2.

                	
                  With
                    Consent of Holders

                	
                  53

                
	
                  Section 9.3.

                	
                  Execution
                    of Supplemental Indentures

                	
                  54

                
	
                  Section 9.4.

                	
                  Effect
                    of Supplemental Indentures

                	
                  54

                
	
                  Section 9.5.

                	
                  Conformity
                    with Trust Indenture Act

                	
                  54

                
	
                  Section 9.6.

                	
                  Reference
                    in Securities to Supplemental Indentures

                	
                  54

                
	 	 	 
	
                  ARTICLE TEN
                    COVENANTS

                	
                   55

                
	
                  Section 10.1.

                	
                  Payment
                    of Principal, Premium and Interest

                	
                  55

                
	
                  Section 10.2.

                	
                  Maintenance
                    of Office or Agency

                	
                  55

                


        

         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section 10.3.

                	
                  Money
                    for Securities Payments to Be Held in Trust

                	
                  55

                
	
                  Section 10.4.

                	
                  Existence

                	
                  56

                
	
                  Section 10.5.

                	
                  Statement
                    by Officers as to Default

                	
                  57

                
	
                  Section 10.6.

                	
                  Additional
                    Amounts

                	
                  57

                
	 	 	 
	
                  ARTICLE ELEVEN
                    REDEMPTION OF SECURITIES

                	
                   57

                
	
                  Section 11.1.

                	
                  Applicability
                    of Article

                	
                  57

                
	
                  Section 11.2.

                	
                  Election
                    to Redeem; Notice to Trustee

                	
                  58

                
	
                  Section 11.3.

                	
                  Selection
                    by Trustee of Securities to Be Redeemed

                	
                  58

                
	
                  Section 11.4.

                	
                  Notice
                    of Redemption

                	
                  58

                
	
                  Section 11.5.

                	
                  Deposit
                    of Redemption Price

                	
                  59

                
	
                  Section 11.6.

                	
                  Securities
                    Payable on Redemption Date

                	
                  59

                
	
                  Section 11.7.

                	
                  Securities
                    Redeemed in Part

                	
                  59

                
	 	 	 
	
                  ARTICLE TWELVE
                    SINKING FUNDS

                	
                   60

                
	
                  Section 12.1.

                	
                  Applicability
                    of Article

                	
                  60

                
	
                  Section 12.2.

                	
                  Satisfaction
                    of Sinking Fund Payments with Securities

                	
                  60

                
	
                  Section 12.3.

                	
                  Redemption
                    of Securities for Sinking Fund

                	
                  60

                
	 	 	 
	
                  ARTICLE THIRTEEN
                    DEFEASANCE

                	
                   61

                
	
                  Section 13.1.

                	
                  Option
                    to Effect Legal Defeasance or Covenant Defeasance

                	
                  61

                
	
                  Section 13.2.

                	
                  Legal
                    Defeasance and Discharge

                	
                  61

                
	
                  Section 13.3.

                	
                  Covenant
                    Defeasance

                	
                  61

                
	
                  Section 13.4.

                	
                  Conditions
                    to Legal or Covenant Defeasance

                	
                  62

                
	
                  Section 13.5.

                	
                  Deposited
                    Money and U.S. Government Obligations to be Held in Trust, Other
                    Miscellaneous Provisions

                	
                  63

                
	
                  Section 13.6.

                	
                  Repayment

                	
                  64

                
	
                  Section 13.7.

                	
                  Reinstatement

                	
                  64

                
	 	 	 
	
                  ARTICLE FOURTEEN
                    GUARANTEE OF SECURITIES

                	
                   64

                
	
                  Section 14.1.

                	
                  Securities
                    Guarantee

                	
                  64

                
	
                  Section 14.2.

                	
                  Limitation
                    on Guarantor Liability

                	
                  65

                
	
                  Section 14.3.

                	
                  Execution
                    and Delivery of Securities Guarantee Notation

                	
                  66

                
	 	 	 
	
                  ARTICLE FIFTEEN
                    SUBORDINATION OF SECURITIES

                	
                   66

                
	
                  Section 15.1.

                	
                  Securities
                    Subordinated to Senior Debt

                	
                  66

                
	
                  Section 15.2.

                	
                  No
                    Payment on Securities in Certain Circumstances

                	
                  66

                
	
                  Section 15.3.

                	
                  Payment
                    over Proceeds upon Dissolution, Etc

                	
                  67

                
	
                  Section 15.4.

                	
                  Subrogation

                	
                  69

                
	
                  Section 15.5.

                	
                  Obligations
                    of Company Unconditional

                	
                  69

                
	
                  Section 15.6.

                	
                  Notice
                    to Trustee

                	
                  70

                
	
                  Section 15.7.

                	
                  Reliance
                    on Judicial Order or Certificate of Liquidating Agent

                	
                  70

                
	
                  Section 15.8.

                	
                  Trustee’s
                    Relation to Senior Debt

                	
                  71

                
	
                  Section 15.9.

                	
                  Subordination
                    Rights Not Impaired by Acts or Omissions of the Company or Holders
                    of
                    Senior Debt

                	
                  71

                
	
                  Section 15.10.

                	
                  Holders
                    Authorize Trustee to Effectuate Subordination of
                    Securities

                	
                  71

                
	
                  Section 15.11.

                	
                  Not
                    to Prevent Events of Default

                	
                  71

                
	
                  Section 15.12.

                	
                  Trustee’s
                    Compensation Not Prejudiced.

                	
                  71

                
	
                  Section 15.13.

                	
                  No
                    Waiver of Subordination Provisions

                	
                  72

                
	
                  Section 15.14.

                	
                  Payments
                    May Be Paid Prior to Dissolution

                	
                  72

                
	
                  Section 15.15.

                	
                  Trust
                    Moneys Not Subordinated

                	
                  72

                
	 	 	 


        

         

        
          
            iii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE SIXTEEN
                    SUBORDINATION OF SECURITIES GUARANTEES

                	
                   72

                
	
                  Section 16.1.

                	
                  Securities
                    Guarantees Subordinated to Guarantor Senior Debt

                	
                  72

                
	
                  Section 16.2.

                	
                  No
                    Payment on Securities Guarantees in Certain Circumstances

                	
                  73

                
	
                  Section 16.3.

                	
                  Payment
                    over Proceeds upon Dissolution, Etc

                	
                  74

                
	
                  Section 16.4.

                	
                  Subrogation

                	
                  75

                
	
                  Section 16.5.

                	
                  Obligations
                    of Guarantor Unconditional

                	
                  75

                
	
                  Section 16.6.

                	
                  Notice
                    to Trustee

                	
                  76

                
	
                  Section 16.7.

                	
                  Reliance
                    on Judicial Order or Certificate of Liquidating Agent

                	
                  77

                
	
                  Section 16.8.

                	
                  Trustee's
                    Relation to Guarantor Senior Debt

                	
                  77

                
	
                  Section 16.9.

                	
                  Subordination
                    Rights Not Impaired by Acts or Omissions of a Guarantor or Holders
                    of
                    Guarantor Senior Debt

                	
                  77

                
	
                  Section 16.10.

                	
                  Holders
                    Authorize Trustee to Effectuate Subordination of Securities
                    Guarantees

                	
                  77

                
	
                  Section 16.11.

                	
                  Not
                    to Prevent Events of Default

                	
                  78

                
	
                  Section 16.12.

                	
                  Trustee's
                    Compensation Not Prejudiced

                	
                  78

                
	
                  Section 16.13.

                	
                  No
                    Waiver of Subordination Provisions

                	
                  78

                
	
                  Section 16.14.

                	
                  Payments
                    May Be Paid Prior to Dissolution

                	
                  78

                


        

         

        NOTE:
          This table of contents shall not, for any purpose, be deemed to be a part
          of the
          Indenture.

         

        
          
            iv

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      PARTIES

       

      INDENTURE,
        dated as of ________ __, 20__, among CONSTELLATION ENERGY PARTNERS LLC, a
        limited liability company duly organized and existing under the laws of the
        State of Delaware (herein called the “Company”), the GUARANTORS (as defined
        hereinafter) and [_______________________],
        a
        [____________________], as trustee (the “Trustee”).

       

      RECITALS
        OF THE COMPANY:

       

      The
        Company has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance from time to time of its unsecured subordinated
        debentures, notes or other evidences of indebtedness (herein called the
“Securities”), which may but are not required to be guaranteed by the Guarantor,
        to be issued in one or more series as provided in this Indenture.

       

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

       

      This
        Indenture is subject to the provisions of the Trust Indenture Act that are
        required to be a part of this Indenture and, to the extent applicable, shall
        be
        governed by such provisions.

       

      NOW,
        THEREFORE, THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE ONE

      DEFINITIONS
        AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section 1.1. Definitions. 

       

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

       

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

       

      (b) all
        terms
        used in this Indenture that are defined in the Trust Indenture Act, defined
        by a
        Trust Indenture Act reference to another statute or defined by an SEC rule
        under
        the Trust Indenture Act have the meanings so assigned to them;

       

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

       

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

       

      (e) the
        words
“Article” and “Section” refer to an Article and Section, respectively, of this
        Indenture; and

       

      (f) the
        word
“includes” and its derivatives means “includes, but is not limited to” and
        corresponding derivative definitions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      “Act”,
        when used with respect to any Holder, has the meaning specified in Section 1.5.

       

      “Additional
        Defeasible Provision” means a covenant or other provision contained that is (a)
        made part of this Indenture pursuant to a supplemental indenture hereto,
        a Board
        Resolution or an Officer’s Certificate delivered pursuant to Section 3.1,
        and (b)
        pursuant to the terms set forth in such supplemental indenture, Board Resolution
        or Officer’s Certificate, made subject to the provisions of Article Thirteen.

       

      “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 purposes of this definition, “control,” as used with
        respect to any Person, means the possession, directly or indirectly, of the
        power to direct or cause the direction of the management or policies of such
        Person, whether through the ownership of voting securities, by agreement
        or
        otherwise. For purposes of this definition, the terms “controlling,” “controlled
        by” and “under common control with” have correlative meanings.

       

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

       

      “Banking
        Day” means, in respect of any city, any date on which commercial banks are open
        for business in that city.

       

      “Bankruptcy
        Law” means any applicable Federal or State bankruptcy, insolvency,
        reorganization or other similar law.

       

      “Board
        of
        Directors” means:

       

      (1)
        with
        respect to a corporation, the board of directors of the corporation or any
        committee thereof duly authorized to act on behalf of such board;

       

      (2)
        with
        respect to a partnership, the Board of Directors of the general partner of
        the
        partnership; 

       

      (3)
        with
        respect to a limited liability company, the managing member or members or
        any
        controlling committee of managers or members thereof or any board or committee
        serving a similar management function; and

       

      (4)
        with
        respect to any other Person, the board or committee of such Person serving
        a
        management function similar to those described in clauses (1), (2) or (3)
        of
        this definition.

       

      “Board
        Resolution” means a copy of a resolution certified by the Secretary or an
        Assistant Secretary of the Company, the principal financial officer of the
        Company or a Guarantor, any other authorized officer of the Company or a
        Guarantor, or a person duly authorized by any of them, in each case as
        applicable, to have been duly adopted by the Board of Directors and to be
        in
        full force and effect on the date of such certification, and delivered to
        the
        Trustee. Where any provision of this Indenture refers to action to be taken
        pursuant to a Board Resolution (including the establishment of any series
        of the
        Securities and the forms and terms thereof), such action may be taken by
        any
        committee, officer or employee of the Company or a Guarantor, as applicable,
        authorized to take such action by the Board of Directors as evidenced by
        a Board
        Resolution.

       

      “Business
        Day”, when used with respect to any Place of Payment or other location, means,
        except as otherwise provided as contemplated by Section 3.1
        with
        respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday
        and Friday which is not a day on which banking institutions in that Place
        of
        Payment or other location are authorized or obligated by law, executive order
        or
        regulation to close.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “CINS”
        means CUSIP International Numbering System.

       

      “Code”
        means the United States Internal Revenue Code of 1986, as amended.

       

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

       

      “Company
        Request” or “Company Order” means, in the case of the Company, a written request
        or order signed in the name of the Company by its Chairman of the Board,
        its
        Chief Executive Officer, its Chief Financial Officer, its President, any
        of its
        Vice Presidents or any other duly authorized officer of the Company or any
        person duly authorized by any of them, and delivered to the Trustee and,
        in the
        case of a Guarantor, a written request or order signed in the name of such
        Guarantor by its Chairman of the Board, its Chief Executive Officer, its
        President, any of its Vice Presidents or any other duly authorized officer
        of
        such Guarantor or any person duly authorized by any of them, and delivered
        to
        the Trustee.

       

      “Corporate
        Trust Office” means the office of the Trustee at its address specified in
Section 1.6
        or such
        other address as to which the Trustee may give notice to the
        Company.

       


        “corporation”
          when used in reference to the Trustee or any prospective Trustee, shall
          include
          any corporation, company, association, partnership, limited partnership,
          limited
          liability company, joint-stock company and trust, in each case, satisfying
          the
          requirements of Section 310(a)(1) of the Trust Indenture
          Act.


       

      “Covenant
        Defeasance” has the meaning specified in Section 13.3.

       

      “CUSIP”
        means the Committee on Uniform Securities Identification
        Procedures.

       

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

       

      “Debt”
        means any obligation created or assumed by any Person for the repayment of
        money
        borrowed and any purchase money obligation created or assumed by such Person
        and
        any guarantee of the foregoing.

       

      “Default”
        means, with respect to a series of Securities, any event that is, or after
        notice or lapse of time or both would be, an Event of Default.

       

      “Defaulted
        Interest” has the meaning specified in Section 3.7.

       

      “Definitive
        Security” means a security other than a Global Security or a temporary
        Security.

       

      “Depositary”
        means, with respect to the Securities of any series issuable or issued in
        whole
        or in part in the form of one or more Global Securities, a clearing agency
        registered under the Exchange Act that is designated to act as Depositary
        for
        such Securities as contemplated by Section 3.1,
        until a
        successor Depositary shall have become such pursuant to the applicable
        provisions of this Indenture, and thereafter shall mean or include each Person
        which is a Depositary hereunder, and if at any time there is more than one
        such
        Person, shall be a collective reference to such Persons.

       

      “Designated
        Guarantor Senior Debt” shall have the meaning given to such term in any Board
        Resolution or indenture supplemental hereto.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Designated
        Senior Debt” shall have the meaning given to such term in any Board Resolution
        or indenture supplemental hereto.

       

      “Dollar”
        or “$” means the coin or currency of the United States of America, which at the
        time of payment is legal tender for the payment of public and private
        debts.

       

      “Event
        of
        Default” has the meaning specified in Section 5.1.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

       

      “Foreign
        Currency” means a currency used by the government of a country other than the
        United States of America.

       

      “GAAP”
        means generally accepted accounting principles in the United States of America
        as in effect from time to time, including those set forth in the opinions
        and
        pronouncements of the Accounting Principles Board of the American Institute
        of
        Certified Public Accountants and statements and pronouncements of the Financial
        Accounting Standards Board or in such other statements by such other entity
        as
        approved by a significant segment of the accounting profession. All ratios
        and
        computations based on GAAP contained in the indenture will be computed in
        conformity with GAAP.

       

      “Global
        Security” means a Security in global form that evidences all or part of a series
        of Securities and is authenticated and delivered to, and registered in the
        name
        of, the Depositary for the Securities of such series or its
        nominee.

       

      “Guarantor”
        means each Person that becomes a guarantor of any Securities pursuant to
        the
        applicable provisions of this Indenture.

       

      “Guarantor
        Senior Debt” means, unless otherwise provided with respect to the Securities of
        a series as contemplated by Section 3.1,
        (a) all
        Debt of a Guarantor, whether currently outstanding or hereafter issued, unless,
        by the terms of the instrument creating or evidencing such Debt, it is
provided
        that
        such Debt is not superior in right of payment to the Securities Guarantee
        or to
        other Debt which is pari
        passu
        with or
        subordinated to the Securities Guarantee, and (b) any modifications, refunding,
        deferrals, renewals or extensions of any such Debt or securities, notes or
        other
        evidence of Debt issued in exchange for such Debt; provided
        that in
        no event shall “Guarantor Senior Debt” include (i) Debt of a Guarantor owed or
        owing to any Subsidiary of such Guarantor or any officer, director or employee
        of such Guarantor or any Subsidiary of such Guarantor, (ii) Debt to trade
        creditors or (iii) any liability for taxes owed or owing by a
        Guarantor.

       

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

       

      “Indenture”
        means this instrument as originally executed or as it may from time to time
        be
        supplemented or amended by one or more indentures supplemental hereto entered
        into pursuant to the applicable provisions hereof, including, for all purposes
        of this instrument, and any such supplemental indenture, the provisions of
        the
        Trust Indenture Act that are deemed to be part of and govern this instrument
        and
        any such supplemental indenture, respectively. The term “Indenture” also shall
        include the terms of particular series of Securities established as contemplated
        by Section 3.1.

       

      “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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

      “Judgment
        Currency” has the meaning specified in Section 1.16.

       

      “Legal
        Defeasance” has the meaning specified in Section 13.2.

       

      “mandatory
        sinking fund payment” has the meaning specified in Section 12.1.

       

      “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 5.1(c)
        or
Section 5.1(d).

       

      “Officer’s
        Certificate” means, in the case of the Company, a certificate signed by the
        Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer,
        the President, any Vice President or any other duly authorized officer of
        the
        Company, or a person duly authorized by any of them, and delivered to the
        Trustee and, in the case of a Guarantor, a certificate signed by the Chairman
        of
        the Board, the Chief Executive Officer, the President, any Vice President
        or any
        other duly authorized officer of such Guarantor, or a person duly authorized
        by
        any of them, and delivered to the Trustee.

       

      “Opinion
        of Counsel” means a written opinion of counsel, who may be an employee of or
        counsel for the Company or a Guarantor, as the case may be, and who shall
        be
        reasonably acceptable to the Trustee.

       

      “optional
        sinking fund payment” has the meaning specified in Section 12.1.

       

      “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 5.2.

       

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

       

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

       

      (b) 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,
        however,
        that,
        if such Securities are to be redeemed, notice of such redemption has been
        duly
        given pursuant to this Indenture or provision therefor satisfactory to the
        Trustee has been made;

       

      (c) Securities
        which have been paid pursuant to Section 3.6
        or in
        exchange for or in lieu of which other Securities have been authenticated
        and
        delivered pursuant to this Indenture, other than any such Securities in respect
        of which there shall have been presented to the Trustee proof satisfactory
        to it
        that such Securities are held by a bona fide purchaser in whose hands such
        Securities are valid obligations of the Company; and

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (d) Securities,
        except to the extent provided in Section 13.2
        and
Section 13.3,
        with
        respect to which the Company has effected Legal Defeasance or Covenant
        Defeasance as provided in Article Thirteen,
        which
        Legal Defeasance or Covenant Defeasance then continues in effect;

       

      provided,
        however,
        that in
        determining whether the Holders of the requisite principal amount of the
        Outstanding Securities have given any request, demand, authorization, direction,
        notice, consent or waiver hereunder, (i) the principal amount of an Original
        Issue Discount Security that shall be deemed to be Outstanding shall be the
        amount of the principal thereof that would be due and payable as of the date
        of
        such determination upon acceleration of the Maturity thereof on such date
        pursuant to Section 5.2,
        (ii) the principal amount of a Security denominated in one or more
        currencies or currency units other than U.S. dollars shall be the U.S. dollar
        equivalent of such currencies or currency units, determined in the manner
        provided as contemplated by Section 3.1
        on the
        date of original issuance of such Security or by Section 1.15,
        if not
        otherwise so provided pursuant to Section 3.1,
        of the
        principal amount (or, in the case of an Original Issue Discount Security,
        the
        U.S. dollar equivalent (as so determined) on the date of original issuance
        of
        such Security of the amount determined as provided in clause (i) above) of
        such
        Security, and (iii) Securities owned by the Company, any Guarantor or any
        other
        obligor upon the Securities or any Affiliate of the Company or of such other
        obligor shall be disregarded and deemed not to be Outstanding, except that,
        in
        determining whether the Trustee shall be protected in relying upon any such
        request, demand, authorization, direction, notice, consent or waiver, only
        Securities which the Trustee knows to be so owned shall be so disregarded.
        Securities so owned as described in clause (iii) of the immediately preceding
        sentence 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
        to act with respect to such Securities and that the pledgee is not the Company,
        a Guarantor or any other obligor upon the Securities or any Affiliate of
        the
        Company or of such other obligor.

       

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

       

      “Periodic
        Offering” means an offering of Securities of a series from time to time, the
        specific terms of which Securities, including, without limitation, the rate
        or
        rates of interest or formula for determining the rate or rates of interest
        thereon, if any, the Stated Maturity or Stated Maturities thereof, the original
        issue date or dates thereof, the redemption provisions, if any, with respect
        thereto, and any other terms specified as contemplated by Section 3.1
        with
        respect thereto, are to be determined by the Company upon the issuance of
        such
        Securities.

       

      “Person”
        means any individual, corporation, company, limited liability company,
        partnership, limited partnership, joint venture, association, joint-stock
        company, trust, other entity, 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, unless
        otherwise specifically provided for with respect to such series as contemplated
        by Section 3.1,
        the
        office or agency of the Company and such other place or places where, subject
        to
        the provisions of Section 10.2,
        the
        principal of and any premium and interest on the Securities of that series
        are
        payable as contemplated by Section 3.1.

       

      “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 3.6
        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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “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 3.1.

       

      “Required
        Currency” has the meaning specified in Section 1.16.

       

      “Responsible
        Officer” when used with respect to the Trustee, means any officer within the
        Corporate Trust Administration of the Trustee (or any successor group of
        the
        Trustee) or any other officer of the Trustee customarily performing functions
        similar to those performed by any of the above designated officers and also
        means, with respect to a particular corporate trust matter, any other officer
        to
        whom such matter is referred because of his knowledge of and familiarity
        with
        the particular subject.

       

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

       

      “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
        Guarantee” means each guarantee of the obligations of the Company under this
        Indenture and the Securities by a Guarantor in accordance with the provisions
        hereof.

       

      “Security
        Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.

       

      “Senior
        Debt” means (a) all Debt of the Company, whether currently outstanding or
        hereafter issued, unless, by the terms of the instrument creating or evidencing
        such Debt, it is provided
        that
        such Debt is not superior in right of payment to the Securities, and (b)
        any
        modifications, refunding, deferrals, renewals or extensions of any such Debt
        or
        securities, notes or other evidence of Debt issued in exchange for such Debt;
        provided
        that in
        no event shall “Senior Debt” include (i) Debt of the Company owed or owing to
        any Subsidiary of the Company or any officer, director or employee of the
        Company or any Subsidiary of the Company, (ii) Debt to trade creditors or
        (iii)
        any liability for taxes owned or owing by the Company.

       

      “Special
        Record Date” for the payment of any Defaulted Interest means a date fixed by the
        Trustee pursuant to Section 3.7.

       

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

       

      “Subsidiary”
        means (a) a corporation more than 50% of the outstanding voting stock of
        which
        is owned, directly or indirectly, by the Company or by one or more other
        Subsidiaries, or by the Company and one or more other Subsidiaries or (b)
        any
        partnership or similar business organization more than 50% of the ownership
        interests having ordinary voting power of which shall at the time be so owned.
        For the purposes of this definition, “voting stock” means capital stock or
        equity interests which ordinarily have voting power for the election of
        directors, whether at all times or only so long as no senior class of stock
        has
        such voting power by reason of any contingency.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “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.

       

      “Trust
        Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at
        the date as of which this instrument was executed, except as provided in
        Section 9.5;
        provided,
        however,
        that if
        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.

       

      “U.S.
        Person” shall have the meaning assigned to such term in Section 7701(a)(30) of
        the Code.

       

      “U.S.
        Government Obligations” means securities which are (a) direct obligations of the
        United States for the payment of which its full faith and credit is pledged,
        or
        (b) obligations of a Person controlled or supervised by and acting as an
        agency
        or instrumentality of the United States, the payment of which is unconditionally
        guaranteed as a full faith and credit obligation by the United States, each
        of
        which are not callable or redeemable at the option of the issuer
        thereof.

       

      “Vice
        President”, when used with respect to the Company, the Guarantor or the Trustee,
        means any vice president, regardless of whether designated by a number or
        a word
        or words added before or after the title “vice president.”

       

      Section 1.2. Incorporation
        by Reference of Trust Indenture Act. 

       

      Whenever
        this Indenture refers to a provision of the Trust Indenture Act, the provision
        is incorporated by reference in and made a part of this Indenture. The following
        Trust Indenture Act terms used in this Indenture have the following
        meanings:

       

      “commission”
        means the SEC.

       

      “indenture
        securities” means the Securities.

       

      “indenture
        security holder” means a Holder.

       

      “indenture
        to be qualified” means this Indenture.

       

      “indenture
        trustee” or “institutional trustee” means the Trustee.

       

      “obligor”
        on the indenture securities means the Company, the Guarantor (if applicable)
        or
        any other obligor on the indenture securities.

       

      All
        terms
        used in this Indenture that are defined by the Trust Indenture Act, defined
        by a
        Trust Indenture Act reference to another statute or defined by an SEC rule
        under
        the Trust Indenture Act have the meanings so assigned to them.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Section 1.3. Compliance
        Certificates and Opinions. 

       

      Upon
        any
        application or request by the Company or a Guarantor to the Trustee to take
        any
        action under any provision of this Indenture, the Company or such Guarantor,
        as
        the case may be, shall furnish to the Trustee an Officer’s Certificate stating
        that all conditions precedent, if any, provided for in this Indenture relating
        to the proposed action have been complied with and an Opinion of Counsel
        stating
        that in the opinion of such counsel all such conditions precedent, if any,
        have
        been complied with, except that in the case of any such application or request
        as to which the furnishing of such documents is specifically required by
        any
        provision of this Indenture relating to such particular application or request,
        no additional certificate or opinion need be furnished except as required
        under
        Section 314(c) of the Trust Indenture Act.

       

      Every
        certificate or opinion with respect to compliance with a condition or covenant
        provided for in this Indenture (except for certificates provided for in
Section 10.5)
        shall
        include:

       

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

       

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

       

      (c) a
        statement that, in the opinion of each such individual, he has made such
        examination or investigation as is necessary to enable him to express an
        informed opinion as to whether such covenant or condition has been complied
        with; and

       

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

       

      Section 1.4. 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 Guarantor may be
        based,
        insofar as it relates to legal matters, upon a certificate or opinion of,
        or
        representations by, counsel, unless such officer knows or, in the exercise
        of
        reasonable care, should know that the certificate or opinion or representations
        with respect to the matters upon which his certificate or opinion is based
        are
        erroneous. Any such certificate or opinion of counsel may be based, insofar
        as
        it relates to factual matters, upon a certificate or opinion of, or
        representations by, an officer or officers of the Company or the Guarantor,
        as
        the case may be, stating that the information with respect to such factual
        matters is in the possession of the Company or the Guarantor, as the case
        may
        be, unless such counsel knows 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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Section 1.5. Acts
        of Holders; Record Dates. 

       

      (a) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given or taken by Holders may be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed (either physically or by means of a facsimile or an electronic
        transmission, provided
        that
        such electronic transmission is transmitted through the facilities of a
        Depositary) by such Holders in person or by agent duly appointed in writing;
        and, except as herein otherwise expressly provided, such action shall become
        effective when such instrument or instruments are delivered to the Trustee
        and,
        where it is hereby expressly required, to the Company or the Guarantors.
        Such
        instrument or instruments (and the action embodied therein and evidenced
        thereby) are herein sometimes referred to as the “Act” of the Holders signing
        such instrument or instruments. Proof of execution of any such instrument
        or of
        a writing appointing any such agent shall be sufficient for any purpose of
        this
        Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive
        in
        favor of the Trustee, the Company and, if applicable, the Guarantors, if
        made in
        the manner provided in this Section.

       

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

       

      (c) The
        ownership, principal amount and serial numbers of Securities held by any
        Person,
        and the date of commencement of such Person’s holding of same, shall be proved
        by the Security Register.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        Act
        of the Holder of any Security shall bind every future Holder of the same
        Security and the Holder of every Security issued upon the registration of
        transfer thereof or in exchange therefor or in lieu thereof in respect of
        anything done, omitted or suffered to be done by the Trustee, the Company
        or, if
        applicable, the Guarantors in reliance thereon, regardless of whether notation
        of such action is made upon such Security.

       

      (e) Without
        limiting the foregoing, a Holder entitled to give or 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
        different part of such principal amount.

       

      (f) The
        Company may set any day as the record date for the purpose of determining
        the
        Holders of Outstanding Securities of any series entitled to give or take
        any
        request, demand, authorization, direction, notice, consent, waiver or other
        Act
        provided or permitted by this Indenture to be given or taken by Holders of
        Securities of such series, but the Company shall have no obligation to do
        so.
        With regard to any record date set pursuant to this paragraph, the Holders
        of
        Outstanding Securities of the relevant series on such record date (or their
        duly
        appointed agents), and only such Persons, shall be entitled to give or take
        the
        relevant action, regardless of whether such Holders remain Holders after
        such
        record date.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Section 1.6. Notices,
        Etc., to Trustee, Company and Guarantors.

       

      (a) Any
        notice or communication by the Company, any of the Guarantors or the Trustee
        to
        the others is duly given if in writing and delivered in Person or mailed
        by
        first class mail (registered or certified, return receipt requested), telecopier
        or overnight air courier guaranteeing next day delivery, to the others’
address:

       

      If
        to the
        Company and/or any Guarantor:

       

      
        	
              	c/o	
                Constellation
                  Energy Partners LLC 
                  One
                    Allen Center, Suite 3300

                  
                    
                      Houston,
                        Texas 77002

                      Facsimile:
                        (713) 369-3906

                      Attention:
                        Angela Minas

                    

                  

                

              


      

       

      If
        to the
        Trustee:

       

      [___________________________]

      [___________________________]

      [___________________________]

      [___________________________]

      Facsimile: 
        [__________________]

      Attention:
        [__________________]

       

      (b) The
        Company, the Guarantors or the Trustee, by notice to the others, may designate
        additional or different addresses for subsequent notices or
        communications.

       

      (c) All
        notices and communications (other than those sent to Holders) shall be deemed
        to
        have been duly given: at the time delivered by hand, if personally delivered;
        three Business Days after being deposited in the mail, postage prepaid, if
        mailed; when receipt acknowledged, if telecopied; and the next Business Day
        after timely delivery to the courier, if sent by overnight air courier
        guaranteeing next day delivery.

       

      Section 1.7. 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, and not earlier than the earliest date, 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. Any notice mailed to a Holder in the manner herein prescribed
        shall be conclusively deemed to have been received by such Holder, regardless
        of
        whether such Holder actually receives such notice.

       

      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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      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 1.8. Conflict
        with Trust Indenture Act.

       

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

       

      Section 1.9. Effect
        of Headings and Table of Contents. 

       

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

       

      Section 1.10. Successors
        and Assigns. 

       

      All
        covenants and agreements in this Indenture by each of the Company and the
        Guarantors shall bind their respective successors and assigns, whether so
        expressed or not.

       

      Section 1.11. Separability
        Clause. 

       

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

       

      Section 1.12. Benefits
        of Indenture. 

       

      Nothing
        in this Indenture or in the Securities or, if applicable, the Securities
        Guarantee, 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 1.13. Governing
        Law.
        

       

      THIS
        INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED
        BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
        YORK.

       

      Section 1.14. Legal
        Holidays. 

       

      In
        any
        case where any Interest Payment Date, Redemption Date or Stated Maturity
        of any
        Security shall not be a Business Day at any Place of Payment, then
        (notwithstanding any other provision of this Indenture or of the Securities
        or,
        if applicable, the Securities Guarantee (other than a provision of the
        Securities of any series or, if applicable, the Securities Guarantee that
        specifically states that such provision shall apply in lieu of this Section 1.14))
        payment of interest or principal and any premium need not be made at such
        Place
        of Payment on such date, but may be made on the next succeeding Business
        Day at
        such Place of Payment with the same force and effect as if made on the Interest
        Payment Date or Redemption Date, or at the Stated Maturity, provided
        that no
        interest shall accrue for the period from and after such Interest Payment
        Date,
        Redemption Date or Stated Maturity, as the case may be.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Section 1.15. Securities
        in a Composite Currency, Currency Unit or Foreign Currency. 

       

      Unless
        otherwise specified in an Officer’s Certificate delivered pursuant to
Section 3.1
        of this
        Indenture with respect to a particular series of Securities, whenever for
        purposes of this Indenture any action may be taken by the Holders of a specified
        percentage in aggregate principal amount of Securities of all series or all
        series affected by a particular action at the time Outstanding and, at such
        time, there are Outstanding Securities of any series which are denominated
        in a
        coin, currency or currencies other than Dollars (including, but not limited
        to,
        any composite currency, currency units or Foreign Currency), then the principal
        amount of Securities of such series which shall be deemed to be Outstanding
        for
        the purpose of taking such action shall be that amount of Dollars that could
        be
        obtained for such amount at the Market Exchange Rate. For purposes of this
        Section 1.15,
        the
        term “Market Exchange Rate” shall mean the noon Dollar buying rate in The City
        of New York for cable transfers of such currency or currencies as published
        by
        the Federal Reserve Bank of New York, as of the most recent available date.
        If
        such Market Exchange Rate is not so available for any reason with respect
        to
        such currency, the Trustee shall use, in its sole discretion and without
        liability on its part, such quotation of the Federal Reserve Bank of New
        York as
        of the most recent available date, or quotations or rates of exchange from
        one
        or more major banks in The City of New York or in the country of issue of
        the
        currency in question, which for purposes of euros shall be Brussels, Belgium,
        or
        such other quotations or rates of exchange as the Trustee shall deem
        appropriate. The provisions of this paragraph shall apply in determining
        the
        equivalent principal amount in respect of Securities of a series denominated
        in
        a currency other than Dollars in connection with any action taken by Holders
        of
        Securities pursuant to the terms of this Indenture.

       

      All
        decisions and determinations of the Trustee regarding the Market Exchange
        Rate
        or any alternative determination provided for in the preceding paragraph
        shall
        be in its sole discretion and shall, in the absence of manifest error, be
        conclusive to the extent permitted by law for all purposes and irrevocably
        binding upon the Issuer and all Holders.

       

      Section 1.16. Payment
        in Required Currency; Judgment Currency. 

       

      Each
        of
        the Company and the Guarantors agrees, to the fullest extent that it may
        effectively do so under applicable law, that (a) if for the purpose of obtaining
        judgment in any court it is necessary to convert the sum due in respect of
        the
        principal of or interest on the Securities of any series (the “Required
        Currency”) into a currency in which a judgment will be rendered (the “Judgment
        Currency”), the rate of exchange used shall be the rate at which in accordance
        with normal banking procedures the Trustee could purchase in The City of
        New
        York the Required Currency with the Judgment Currency on the day on which
        final
        unappealable judgment is entered, unless such day is not a Banking Day, then,
        to
        the extent permitted by applicable law, the rate of exchange used shall be
        the
        rate at which in accordance with normal banking procedures the Trustee could
        purchase in The City of New York the Required Currency with the Judgment
        Currency on the Banking Day next preceding the day on which final unappealable
        judgment is entered and (b) its obligations under this Indenture to make
        payments in the Required Currency (i) shall not be discharged or satisfied
        by
        any tender, or any recovery pursuant to any judgment (regardless of whether
        entered in accordance with subclause (a)), in any currency other than the
        Required Currency, except to the extent that such tender or recovery shall
        result in the actual receipt, by the payee, of the full amount of the Required
        Currency expressed to be payable in respect of such payments, (ii) shall
        be
        enforceable as an alternative or additional cause of action for the purpose
        of
        recovering in the Required Currency the amount, if any, by which such actual
        receipt shall fall short of the full amount of the Required Currency so
        expressed to be payable and (iii) shall not be affected by judgment being
        obtained for any other sum due under this Indenture.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Section 1.17. Language
        of Notices, Etc.

       

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

       

      Section 1.18. Incorporators,
        Shareholders, Officers and Directors of the Company and the Guarantors Exempt
        from Individual Liability. 

       

      No
        recourse under or upon any obligation, covenant or agreement of or contained
        in
        this Indenture or of or contained in any Security or, if applicable, the
        Securities Guarantee, or for any claim based thereon or otherwise in respect
        thereof, or in any Security or, if applicable, the Securities Guarantee,
        or
        because of the creation of any indebtedness represented thereby, shall be
        had
        against any incorporator, shareholder, member, officer, manager or director,
        as
        such, past, present or future, of the Company, any Guarantor or any successor
        Person, either directly or through the Company, any Guarantor or any successor
        Person, whether by virtue of any constitution, statute or rule of law, or by the
        enforcement of any assessment or penalty or otherwise, it being expressly
        understood that all such liability is hereby expressly waived and released
        as a
        condition of, and as a part of the consideration for, the execution of this
        Indenture and the issue of the Securities.

       

      ARTICLE TWO

      SECURITY
        FORMS

       

      Section 2.1. Forms
        Generally. 

       

      The
        Securities of each series and, if applicable, the notation thereon relating
        to
        the Securities Guarantee, shall be in substantially the form set forth in
        this
Article Two,
        or in
        such other form or forms 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
        as
        may, consistently herewith, be determined by the officers executing such
        Securities and, if applicable, the Securities Guarantee, as evidenced by
        their
        execution thereof.

       

      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 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 an authorized officer or other authorized person on behalf of
        the
        Company and delivered to the Trustee at or prior to the delivery of the Company
        Order contemplated by Section 3.3
        for the
        authentication and delivery of such Securities.

       

      The
        forms
        of Global Securities of any series shall have such provisions and legends
        as are
        customary for Securities of such series in global form, including without
        limitation any legend required by the Depositary for the Securities of such
        series.

       

      Section 2.2. Form
        of Face of Security. 

       

      [If
        the Security is an Original Issue Discount Security, insert—FOR
        PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE
        ISSUE
        DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . .
        . . .
        [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . .
        . . . .
        . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . .
        .]]

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      [Insert
        any other legend required by the Code or the regulations
        thereunder.]

       

      [If
        a
        Global Security,—insert legend required by Section 2.4
        of
        the Indenture]
        [If
        applicable, insert —UNLESS
        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
        REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
        AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
        IS
        MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
        OTHER
        USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

       

      CONSTELLATION
        ENERGY PARTNERS LLC

       

      [TITLE
        OF
        SECURITY]

       

      
        	
                No
                  . . . . . . .

              	 	
                U.S.
                  $. . . . . .

              


      

       

      [CUSIP
        No. ]

       

      CONSTELLATION
        ENERGY PARTNERS LLC, a limited liability company duly organized under the
        laws
        of the State of Delaware (herein called the “Company”, which term includes any
        successor or resulting Person under the Indenture hereinafter referred to),
        for
        value received, hereby promises to pay to .......... . . . . . . . . . .
        . . . .
        . . . . . . . ., or registered assigns, the principal sum of . . . .
        ................................................ United States Dollars on
        ........................................ [If
        the Security is to bear interest prior to Maturity, insert—,
        and to
        pay interest thereon from . . . . . . . . . . or from the most recent Interest
        Payment Date to which interest has been paid or duly provided for, semi-annually
        on . . . . . . and . . . . . . in each year, commencing . . . . . ., at the
        rate
        of . . . . % per annum, until the principal hereof is paid or made available
        for
        payment [if
        applicable, insert—,
        and at
        the rate of ___% per annum on any overdue principal and premium and on any
        installment of interest (to the extent that the payment of such interest
        shall
        be legally enforceable)]. 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 . . . . (regardless of whether
        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].

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

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

       

      [If
        a
        Global Security, insert—Payment
        of the principal of (and premium, if any) and [if
        applicable, insert—any such]
        interest on this Security will be made by transfer of immediately available
        funds to a bank account in ___________ designated by the Holder 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 [state other
        currency].]

       

      [If
        a
        Definitive Security, insert—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] [state other currency] [or subject to any laws
        or
        regulations applicable thereto and to the right of the Company (as provided
        in
        the Indenture) to rescind the designation of any such Paying Agent, at the
        [main] offices of ________________ in _____________, or at such other offices
        or
        agencies as the Company may designate, by [United States Dollar] [state other
        currency] check drawn on, or transfer to a [United States Dollar] account
        maintained by the payee with, a bank in The City of New York (so long as
        the
        applicable Paying Agency has received proper transfer instructions in writing
        at
        least ___ days prior to the payment date)] [if
        applicable, insert —;
        provided,
        however,
        that
        payment of interest may be made at the option of the Company by [United States
        Dollar] [state other currency] check mailed to the addresses of the Persons
        entitled thereto as such addresses shall appear in the Security Register]
        [or by
        transfer to a [United States Dollar] [state other currency] account maintained
        by the payee with a bank in The City of New York [state other Place of Payment]
        (so long as the applicable Paying Agent has received proper transfer
        instructions in writing by the record date prior to the applicable Interest
        Payment Date)].]

       

      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.

       

      Dated:

       

      
        	 	CONSTELLATION
                ENERGY PARTNERS LLC
	 	 	 
	 	By:	
                                            
                  

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      Section 2.3. Form
        of Reverse of Security. 

       

      This
        Security is one of a duly authorized issue of subordinated securities of
        the
        Company (herein called the “Securities”), issued and to be issued in one or more
        series under an Indenture, dated as of ________ __, 20__ (herein called the
        “Indenture”), between the Company, the Guarantors and [_____________________],
        as
        Trustee (herein called the “Trustee”, which term includes any successor trustee
        under the Indenture), to which Indenture and all indentures supplemental
        thereto
        reference is hereby made for a statement, of the respective rights, limitations
        of rights, duties and immunities thereunder of the Company, the Guarantors,
        the
        Trustee and the Holders of the Securities and of the terms upon which the
        Securities are, and are to be, authenticated and delivered. As provided in
        the
        Indenture, the Securities may be issued in one or more series, which different
        series may be issued in various aggregate principal amounts, may mature at
        different times, may bear interest, if any, at different rates, may be subject
        to different redemption provisions, if any, may be subject to different sinking,
        purchase or analogous funds, if any, may be subject to different covenants
        and
        Events of Default and may otherwise vary as in the Indenture provided or
        permitted. This Security is one of the series designated on the face
        hereof   [, limited in aggregate principal amount to $ . . . . . . . .
        . . ].

       

      This
        security is the general, unsecured, subordinated obligation of the Company
        [if
        applicable, insert—and
        is
        guaranteed pursuant to a guarantee (the “Securities Guarantee”) by [insert
        name of each Guarantor]
        (the
“Guarantors”). The Securities Guarantee is the general, unsecured, subordinated
        obligation of each Guarantor.]

       

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

       

      
        	
                Year

              	
                Redemption
                  Price

              	
                Year

              	
                Redemption
                  Price

              


      

       

      


      and
        thereafter at a Redemption Price equal to . . . . . % of the principal amount,
        together in the case of any such redemption [if
        applicable, insert—(whether
        through operation of 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...
        nor
        more than ... 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 anytime [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,

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                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 [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 [not less than] $ . . . . . . . . . . . . [ (“mandatory sinking fund”) and
        not more than $ . . . . . . . . . . . . ] aggregate principal amount of
        Securities of this series. [Securities of this series acquired or redeemed
        by
        the Company otherwise than through [mandatory] sinking fund payments may
        be
        credited against subsequent [mandatory] sinking fund payments otherwise required
        to be made [If
        applicable, insert-—
        in the
        inverse order in which they become due].]

       

      [If
        the Securities are subject to redemption in part 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
        applicable, insert—The
        Securities of this series are not redeemable prior to Stated
        Maturity.]

       

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

       

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

      `

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Company
        [If
        applicable, insert—and
        the
        Guarantors] and the rights of the Holders of the Securities of each series
        to be
        affected under the Indenture at any time by the Company [If
        applicable, insert—and
        the
        Guarantors] 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 [If
        applicable, insert—and
        the
        Guarantors] 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,
        regardless of whether notation of such consent or waiver is made upon this
        Security.

       

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

       

      [If
        a
        Global Security, insert—This
        Global Security or portion hereof may not be exchanged for Definitive Securities
        of this series except in the limited circumstances provided in the Indenture.
        The holders of beneficial interests in this Global Security will not be entitled
        to receive physical delivery of Definitive Securities except as described
        in the
        Indenture and will not be considered the Holders thereof for any purpose
        under
        the Indenture.]

       

      [If
        a
        Definitive Security, insert—As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Security is registerable in the Security Register, upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company in [if
        applicable, insert—any
        place
        where the principal of and any premium and interest on this Security are
        payable] [if
        applicable, insert—The
        City
        of New York [, or, subject to any laws or regulations applicable thereto
        and to
        the right of the Company (limited as provided in the Indenture) to rescind
        the
        designation of any such transfer agent, at the [main] offices of _______________
        in ________________ or at such other offices or agencies as the Company may
        designate]], 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 U.S. $ . . . . . . . . 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.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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,
        [If
        applicable, insert—any
        Guarantor,] the Trustee and any agent of the Company [If
        applicable, insert—,
        a
        Guarantor] or the Trustee may treat the Person in whose name this Security
        is
        registered as the owner hereof for all purposes, regardless of whether this
        Security be overdue, and none of the Company, [If
        applicable, insert—the
        Guarantors,] the Trustee nor any such agent shall be affected by notice to
        the
        contrary.

       

      This
        Security is subordinated in right of payment to Senior Debt [If
        applicable, insert-and
        the
        Securities Guarantee is subordinated in right of payment to Guarantor Senior
        Debt], to the extent and in the manner provided in the Indenture.

       

      No
        recourse under or upon any obligation, covenant or agreement of or contained
        in
        the Indenture or of or contained in any Security, [If
        applicable, insert—,
        or the
        Securities Guarantee endorsed thereon,] or for any claim based thereon or
        otherwise in respect thereof, or in any Security [If
        applicable, insert—or
        in the
        Securities Guarantee], or because of the creation of any indebtedness
        represented thereby, shall be had against any incorporator, shareholder,
        member,
        officer, manager or director, as such, past, present or future, of the Company
        [If
        applicable, insert—or
        any
        Guarantor] or of any successor Person, either directly or through the Company
        [If
        applicable, insert—or
        any
        Guarantor] or any successor Person, whether by virtue of any constitution,
        statute or rule of law, or by the enforcement of any assessment, penalty
        or
        otherwise; it being expressly understood that all such liability is hereby
        expressly waived and released by the acceptance hereof and as a condition
        of,
        and as part of the consideration for, the Securities and the execution of
        the
        Indenture.

       

      The
        Indenture provides that the Company [If
        applicable, insert—and
        the
        Guarantors] (a) will be discharged from any and all obligations in respect
        of
        the Securities (except for certain obligations described in the Indenture),
        or
        (b) need not comply with certain restrictive covenants of the Indenture, in
        each case if the Company [If
        applicable, insert—or
        a
        Guarantor] deposits, in trust, with the Trustee money or U.S. Government
        Obligations (or a combination thereof) which through the payment of interest
        thereon and principal thereof in accordance with their terms will provide
        money,
        in an amount sufficient to pay all the principal of and interest on the
        Securities, but such money need not be segregated from other funds except
        to the
        extent required by law.

       

      Except
        as
        otherwise defined herein, all terms used in this Security which are defined
        in
        the Indenture shall have the meanings assigned to them in the
        Indenture.

       

      [If
        a
        Definitive Security, insert as a separate page—

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        _______________________________________________________________

       

      (Please
        Print or Typewrite Name and Address of Assignee)

       

      the
        within instrument of CONSTELLATION ENERGY PARTNERS LLC and does hereby
        irrevocably constitute and appoint ___________________ Attorney to transfer
        said
        instrument on the books of the within-named Company, with full power of
        substitution in the premises.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Please
        Insert Social Security or Other Identifying Number of Assignee:

       

      
        	                  
                	 	                       
                
	 	 	 	 
	
                Dated:

              	                   
                	 	                           
                
	 	
              	 	
                (Signature)

              


      

       

      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the within instrument in every particular, without alteration
        or
        enlargement or any change whatever.]

       

      [If
        a
        Security to which Article Fourteen
        has
        been made applicable, insert the following Form of Notation on such Security
        relating to the Securities Guarantee—

       

      Each
        of
        the Guarantors (which term includes any successor Person in such capacity
        under
        the Indenture), has fully, unconditionally and absolutely guaranteed, to
        the
        extent set forth in the Indenture and subject to the provisions in the
        Indenture, the due and punctual payment of the principal of, and premium,
        if
        any, and interest on the Securities of this series and all other amounts
        due and
        payable under the Indenture and the Securities of this series by the
        Company.

       

      The
        obligations of the Guarantors to the Holders of Securities of this series
        and to
        the Trustee pursuant to the Securities Guarantee and the Indenture are expressly
        set forth in Article Fourteen
        of the
        Indenture and reference is hereby made to the Indenture for the precise terms
        of
        the Securities Guarantee.

       

      
        	 	
                Guarantors:

              	 
	 	 	 	 
	 	
                [NAME
                  OF EACH GUARANTOR]

              	 
	 	 	 	 
	 	
                By:

              	               
                               
                	 
	 	 	
                                              
                       

              	]


      

       

      Section 2.4. Global
        Securities. 

       

      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 TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
        SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
        OR A
        NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
        CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       

      EVERY
        SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
        IN
        EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
        TO
        THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      If
        Securities of a series are issuable in whole or in part in the form of one
        or
        more Global Securities, as specified as contemplated by Section 3.1,
        then,
        notwithstanding clause (i) of Section 3.1
        and the
        provisions of Section 3.2,
        any
        Global Security shall represent such of the Outstanding Securities of such
        series as shall be specified therein and may provide that it shall represent
        the
        aggregate amount of Outstanding Securities from time to time endorsed thereon
        and that the aggregate amount of Outstanding Securities represented thereby
        may
        from time to time be reduced or increased, as the case may be, to reflect
        exchanges. Any endorsement of a Global Security to reflect the amount, or
        any
        reduction or increase in the amount, of Outstanding Securities represented
        thereby shall be made in such manner and upon instructions given by such
        Person
        or Persons as shall be specified therein or in a Company Order. Subject to
        the
        provisions of Section 3.3,
        Section 3.4
        and
Section 3.5,
        the
        Trustee shall deliver and redeliver any Global Security in the manner and
        upon
        instructions given by the Person or Persons specified therein or in the
        applicable Company Order. Any instructions by the Company with respect to
        endorsement or delivery or redelivery of a Global Security shall be in a
        Company
        Order (which need not comply with Section 1.3
        and need
        not be accompanied by an Opinion of Counsel).

       

      The
        provisions of the last sentence of Section 3.3
        shall
        apply to any Security represented by a Global Security if such Security was
        never issued and sold by the Company and the Company delivers to the Trustee
        the
        Global Security together with a Company Order (which need not comply with
        Section 1.3
        and need
        not be accompanied by an Opinion of Counsel) with regard to the reduction
        or
        increase, as the case may be, in the principal amount of Securities represented
        thereby, together with the written statement contemplated by the last sentence
        of Section 3.3.

       

      Section 2.5. Form
        of Trustee’s Certificate of Authentication. 

       

      The
        Trustee’s certificate(s) of authentication shall be in substantially the
        following form:

       

      This
        is
        one of the Securities of the series designated [insert
        title of applicable series]
        referred to in the within-mentioned Indenture.

       

      
        	 	
                [_______________________],

              
	 	
                as
                  Trustee

              
	 	 	 
	 	
                By:

              	                          
                            
                
	 	 	
                Authorized
                  Officer

              


      

       

      ARTICLE THREE

      THE
        SECURITIES

       

      Section 3.1. 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 set forth, or determined in the manner
        provided, in an Officer’s Certificate, or established in one or more indentures
        supplemental hereto, prior to the issuance of Securities of any
        series,

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (a) the
        title
        of the Securities of the series (which shall distinguish the Securities of
        the
        series from all other Securities and which may be part of a series of Securities
        previously issued);

       

      (b) 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 3.4,
        Section 3.5,
        Section 3.6,
        Section 9.6
        or
Section 11.7
        and
        except for any Securities which, pursuant to Section 3.3,
        are
        deemed never to have been authenticated and delivered hereunder);

       

      (c) 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;

       

      (d) the
        date
        or dates on which the principal of the Securities of the series is payable
        or
        the method of determination thereof;

       

      (e) the
        rate
        or rates at which the Securities of the series shall bear interest, if any,
        or
        the formula, method or provision pursuant to which such rate or rates are
        determined, the date or dates from which such interest shall accrue or the
        method of determination thereof, the Interest Payment Dates on which such
        interest shall be payable and the Regular Record Date for the interest payable
        on any Interest Payment Date;

       

      (f) the
        place
        or places where, subject to the provisions of Section 10.2,
        the
        principal of and any premium and interest on Securities of the series shall
        be
        payable, Securities of the series may be surrendered for registration of
        transfer, Securities of the series may be surrendered for exchange and notices,
        and demands to or upon the Company in respect of the Securities of the series
        and this Indenture may be served;

       

      (g) the
        period or periods within which, the price or prices at which and the terms
        and
        conditions upon which Securities of the series may be redeemed, in whole
        or in
        part, at the option of the Company;

       

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

       

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

       

      (j) whether
        payment of principal of and premium, if any, and interest, if any, on the
        Securities of the series shall be without deduction for taxes, assessments
        or
        governmental charges paid by Holders of the series;

       

      (k) if
        other
        than the principal amount thereof, the portion of the principal amount of
        Securities of the series which shall be payable upon declaration of acceleration
        of the Maturity thereof pursuant to Section 5.2;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

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

       

      (m) if
        and as
        applicable, that the 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
        Depositary or Depositaries for such Global Security or Global Securities
        and any
        circumstances other than those set forth in Section 3.5
        in which
        any such Global Security may be transferred to, and registered and exchanged
        for
        Securities registered in the name of, a Person other than the Depositary
        for
        such Global Security or a nominee thereof and in which any such transfer
        may be
        registered;

       

      (n) any
        deletions from, modifications of or additions to the Events of Default set
        forth
        in Section 5.1
        or the
        covenants of the Company set forth in Article Ten
        with
        respect to the Securities of such series; 

       

      (o) whether
        and under what circumstances the Company will pay additional amounts on the
        Securities of the series held by a Person who is not a U.S. Person in respect
        of
        any tax, assessment or governmental charge withheld or deducted and, if so,
        whether the Company will have the option to redeem the Securities of the
        series
        rather than pay such additional amounts;

       

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

       

      (q) if
        the
        Securities of the series are to be convertible into or exchangeable for any
        other security or property of the Company, including, without limitation,
        securities of another Person held by the Company or its Affiliates and, if
        so,
        the terms thereof;

       

      (r) if
        other
        than as provided in Section 13.2
        and
Section 13.3,
        the
        means of Legal Defeasance or Covenant Defeasance as may be specified for
        the
        Securities of the series;

       

      (s) if
        other
        than the Trustee, the identity of the initial Security Registrar and any
        initial
        Paying Agent; 

       

      (t) whether
        the Securities of the series will be guaranteed pursuant to the Securities
        Guarantee set forth in Article Fourteen,
        any
        modifications to the terms of Article Fourteen
        applicable to the Securities of such series and the applicability of any
        other
        guarantees; and

       

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

       

      All
        Securities of any one series shall be substantially identical except as to
        denomination and except as may otherwise be provided in or pursuant to the
        Board
        Resolution referred to above and (subject to Section 3.3)
        set
        forth, or determined in the manner provided, in the Officer’s Certificate
        referred to above or in any such indenture supplemental hereto.

       

      All
        Securities of any one series need not be issued at the same time and, unless
        otherwise provided, a series may be reopened, without the consent of the
        Holders, for increases in the aggregate principal amount of such series of
        Securities and issuances of additional Securities of such series or for the
        establishment of additional terms with respect to the Securities of such
        series.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      If
        any of
        the terms of the series are established by action taken by or pursuant to
        a
        Board Resolution, a copy of an appropriate record of such action shall be
        certified by an authorized officer or other authorized person on behalf of
        the
        Company and, if applicable, the Guarantors and delivered to the Trustee at
        or
        prior to the delivery of the Officer’s Certificate setting forth, or providing
        the manner for determining, the terms of the series.

       

      With
        respect to Securities of a series subject to a Periodic Offering, such Board
        Resolution or Officer’s Certificate may provide general terms for Securities of
        such series and provide either that the specific terms of particular Securities
        of such series shall be specified in a Company Order or that such terms shall
        be
        determined by the Company and, if applicable, the Guarantors or one or more
        agents thereof designated in an Officer’s Certificate, in accordance with a
        Company Order.

       

      Section 3.2. Denominations. 

       

      The
        Securities of each series shall be issuable in registered form without coupons
        in such denominations as shall be specified as contemplated by Section 3.1.
        In the
        absence of any such provisions with respect to the Securities of any series,
        the
        Securities of such series shall be issuable in denominations of $1,000 and
        any
        integral multiple thereof.

       

      Section 3.3. Execution,
        Authentication, Delivery and Dating. 

       

      The
        Securities shall be executed on behalf of the Company by its Chairman of
        the
        Board, its Chief Executive Officer, its President, its Chief Financial Officer
        or any of its Vice Presidents and need not be attested. The signature of
        any of
        these officers on the Securities may be manual or facsimile. Any Securities
        Guarantee endorsed on the Securities shall be executed on behalf of the
        applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
        its President, its Chief Financial Officer or any of its Vice Presidents
        and
        need not be attested.

       

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

       

      At
        any
        time and from time to time after the execution and delivery of this Indenture,
        the Company may deliver Securities of any series executed by the Company
        to the
        Trustee for authentication, together with a Company Order for the authentication
        and delivery of such Securities, and the Trustee in accordance with the Company
        Order shall authenticate and deliver such Securities; provided,
        however,
        that in
        the case of Securities offered in a Periodic Offering, the Trustee shall
        authenticate and deliver such Securities from time to time in accordance
        with
        such other procedures (including, without limitation, the receipt by the
        Trustee
        of oral or electronic instructions from the Company or its duly authorized
        agents, thereafter promptly confirmed in writing) acceptable to the Trustee
        as
        may be specified by or pursuant to a Company Order delivered to the Trustee
        prior to the time of the first authentication of Securities of such series.
        If
        the forms or terms of the Securities of the series have been established
        in or
        pursuant to one or more Board Resolutions as permitted by Section 2.1
        and
Section 3.1,
        in
        authenticating such Securities, and accepting the additional responsibilities
        under this Indenture in relation to such Securities, the Trustee shall be
        entitled to receive such documents as it may reasonably request. The Trustee
        shall also be entitled to receive, and (subject to Section 6.1)
        shall
        be fully protected in relying upon, an Opinion of Counsel stating,

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (a) if
        the
        form or forms of such Securities has been established in or pursuant to a
        Board
        Resolution as permitted by Section 2.1,
        that
        each such form has been established in conformity with the provisions of
        this
        Indenture;

       

      (b) if
        the
        terms of such Securities have been, or in the case of Securities of a series
        offered in a Periodic Offering will be, established in or pursuant to a Board
        Resolution as permitted by Section 3.1,
        that
        such terms have been, or in the case of Securities of a series offered in
        a
        Periodic Offering will be, established in conformity with the provisions
        of this
        Indenture, subject, in the case of Securities of a series offered in a Periodic
        Offering, to any conditions specified in such Opinion of Counsel;
        and

       

      (c) that
        such
        Securities when authenticated and delivered by the Trustee and issued by
        the
        Company in the manner and subject to any conditions and assumptions specified
        in
        such Opinion of Counsel, will constitute valid and legally binding obligations
        of the Company and, if applicable, the Guarantors, enforceable in accordance
        with their terms, subject to the following limitations: (i) bankruptcy,
        insolvency, moratorium, reorganization, liquidation, fraudulent conveyance
        or
        transfer and other similar laws of general applicability relating to or
        affecting the enforcement of creditors’ rights, or to general equity principles,
        (ii) the availability of equitable remedies being subject to the discretion
        of
        the court to which application therefor is made; and (iii) such other usual
        and
        customary matters as shall be specified in such Opinion of Counsel.

       

      If
        such
        form or forms 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 3.1
        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 Officer’s
        Certificate otherwise required pursuant to Section 3.1
        or the
        Company Order and Opinion of Counsel otherwise required pursuant to such
        preceding paragraph at or prior to the time of authentication of each Security
        of such series if such documents are delivered at or prior to the authentication
        upon original issuance of the first Security of such series to be
        issued.

       

      With
        respect to Securities of a series offered in a Periodic Offering, the Trustee
        may rely, as to the authorization by the Company of any of such Securities,
        on
        the form or forms and terms thereof and the legality, validity, binding effect
        and enforceability thereof, upon the Opinion of Counsel and the other documents
        delivered pursuant to Section 2.1
        and
Section 3.1
        and this
        Section, as applicable, in connection with the first authentication of
        Securities of such series.

       

      Each
        Security shall be dated the date of its authentication.

       

      No
        Security, nor any Securities Guarantee endorsed thereon, shall be entitled
        to
        any benefit under this Indenture or be valid or obligatory for any purpose
        unless there appears on such Security a certificate of authentication
        substantially in the form provided for herein executed by the Trustee by
        manual
        signature of an authorized officer, and such certificate upon any Security
        shall
        be conclusive evidence, and the only evidence, that such Security has been
        duly
        authenticated and delivered hereunder and is entitled to the benefits of
        this
        Indenture. Notwithstanding the foregoing, if any Security shall have been
        authenticated and delivered hereunder but never issued and sold by the Company,
        and the Company shall deliver such Security to the Trustee for cancellation
        as
        provided in Section 3.9
        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.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Section 3.4. 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 in lieu of which they are issued and with such
        appropriate insertions, omissions, substitutions and other variations as
        the
        officers executing such Securities may determine, as evidenced by their
        execution of such Securities.

       

      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 a like principal amount of Definitive Securities of
        the
        same series and tenor of authorized denominations. Until so exchanged the
        temporary Securities of any series shall in all respects be entitled to the
        same
        benefits under this Indenture as Definitive Securities of such
        series.

       

      Section 3.5. Registration,
        Registration of Transfer and Exchange. 

       

      The
        Company shall cause to be kept at the office or agency of the Company in
        a Place
        of Payment required by Section 10.2
        a
        register (the register maintained in such office being herein sometimes referred
        to as the “Security Register”) in which, subject to such reasonable regulations
        as it may prescribe, the Company shall provide for the registration of
        Securities and of transfers of Securities. The Trustee is hereby appointed
        as
        the initial “Security Registrar” for the purpose of registering Securities and
        transfers of Securities as herein provided, and its corporate trust office,
        which, at the date hereof, is located at [_______________________________________________],
        is the
        initial office or agency where the Securities Register will be maintained.
        The
        Company may at any time replace such Security Registrar, change such office
        or
        agency or act as its own Security Registrar. The Company will give prompt
        written notice to the Trustee of any change of the Security Registrar or
        of the
        location of such office or agency.

       

      Upon
        surrender for registration of transfer of any Security of any series at the
        office or agency maintained pursuant to Section 10.2
        for such
        purpose, the Company and, if applicable, the Guarantors shall execute, and
        the
        Trustee shall authenticate and deliver, in the name of the designated transferee
        or transferees, one or more new Securities, with an endorsement of the
        Securities Guarantee, if applicable, executed by the Guarantors, of the same
        series and tenor, of any authorized denominations and of a like aggregate
        principal amount.

       

      At
        the
        option of the Holder, Securities of any series (except a Global Security)
        may be
        exchanged for other Securities of the same series and tenor, of any authorized
        denominations and of a like 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 and, if applicable, the Guarantors
        shall execute and the Trustee shall authenticate and deliver, the Securities,
        with an endorsement of the Securities Guarantee, if applicable, executed
        by the
        Guarantors, which the Holder making the exchange is entitled to
        receive.

       

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

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      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 3.4,
        Section 9.6
        or
Section 11.7
        not
        involving any transfer.

       

      The
        Company shall not be required (a) to issue, register the transfer of or exchange
        Securities of any series during a period beginning at, the opening of business
        15 days before the day of the mailing of a notice of redemption of Securities
        of
        that series selected for redemption under Section 11.3
        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.

       

      Notwithstanding
        any other provisions of this Indenture and except as otherwise specified
        with
        respect to any particular series of Securities as contemplated by Section 3.1,
        a
        Global Security representing all or a portion of the Securities of a series
        may
        not be transferred, except as a whole by the Depositary for such series to
        a
        nominee of such Depositary or by a nominee of such Depositary to such Depositary
        or another nominee of such Depositary or by such Depositary or any such nominee
        to a successor Depositary for such series or a nominee of such successor
        Depositary. Every Security authenticated and delivered upon registration
        of,
        transfer of, or in exchange for or in lieu of, a Global Security shall be
        a
        Global Security except as provided in the two paragraphs immediately
        following.

       

      If
        at any
        time the Depositary for any Securities of a series represented by one or
        more
        Global Securities notifies the Company that it is unwilling or unable to
        continue as Depositary for such Securities or if at any time the Depositary
        for
        such Securities shall no longer be eligible to continue as Depositary under
        Section 3.1
        or
        ceases to be a clearing agency registered under the Exchange Act, the Company
        shall appoint a successor Depositary with respect to such Securities. If
        a
        successor Depositary for such Securities is not appointed by the Company
        within
        90 days after the Company receives such notice or becomes aware of such
        ineligibility, the Company’s election pursuant to Section 3.1
        that
        such Securities be represented by one or more Global Securities shall no
        longer
        be effective and the Company and, if applicable, the Guarantors will execute
        and
        the Trustee, upon receipt of a Company Order for the authentication and delivery
        of Definitive Securities of such series, will authenticate and deliver,
        Securities, with an endorsement of the Securities Guarantee, if applicable,
        executed by the Guarantors, of such series in definitive registered form
        without
        coupons, in any authorized denominations, in an aggregate principal amount
        equal
        to the principal amount of the Global Security or Securities representing
        such
        Securities in exchange for such Global Security or Securities registered
        in the
        names of such Persons as the Depositary shall direct.

       

      The
        Company may at any time and in its sole discretion determine that the Securities
        of any series issued in the form of one or more Global Securities shall no
        longer be represented by a Global Security or Securities. In such event,
        the
        Company and, if applicable, the Guarantors will execute and the Trustee,
        upon
        receipt of a Company Order for the authentication and delivery of the Definitive
        Securities of such series, will authenticate and deliver, Securities, with
        an
        endorsement of the Securities Guarantee, if applicable, executed by the
        Guarantors, of such series in definitive registered form without coupons,
        in any
        authorized denominations, in an aggregate principal amount equal to the
        principal amount of the Global Security or Securities representing such
        Securities in exchange for such Global Security or Securities registered
        in the
        names of such Persons as the Depositary shall direct.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      If
        specified by the Company pursuant to Section 3.1
        with
        respect to Securities represented by a Global Security, the Depositary for
        such
        Global Security may surrender such Global Security in exchange in whole or
        in
        part for Securities of the same series and tenor in definitive registered
        form
        on such terms as are acceptable to the Company, the Trustee and such Depositary.
        Thereupon, the Company and, if applicable, the Guarantors shall execute,
        and the
        Trustee, upon receipt of a Company Order for the authentication and delivery
        of
        Securities in definitive registered form, shall authenticate and deliver,
        without service charge,

       

      (a) to
        the
        Person specified by such Depositary a new Security or Securities, with an
        endorsement of the Securities Guarantee, if applicable, executed by the
        Guarantors, of the same series and tenor, of any authorized denominations
        as
        requested by such Person, in an aggregate principal amount equal to and in
        exchange for such Person’s beneficial interest in the Global Security;
        and

       

      (b) to
        such
        Depositary a new Global Security, with an endorsement of the Securities
        Guarantee, if applicable, executed by the Guarantors, in a denomination equal
        to
        the difference, if any, between the principal amount of the surrendered Global
        Security and the aggregate principal amount of Securities authenticated and
        delivered pursuant to clause (a) above.

       

      Every
        Person who takes or holds any beneficial interest in a Global Security agrees
        that:

       

      (a) the
        Company, the Guarantors (if applicable) and the Trustee may deal with the
        Depositary as sole owner of the Global Security and as the authorized
        representative of such Person;

       

      (b) such
        Person’s rights in the Global Security shall be exercised only through the
        Depositary and shall be limited to those established by law and agreement
        between such Person and the Depositary and/or direct and indirect participants
        of the Depositary;

       

      (c) the
        Depositary and its participants make book-entry transfers of beneficial
        ownership among, and receive and transmit distributions of principal and
        interest on the Global Securities to, such Persons in accordance with their
        own
        procedures; and

       

      (d) none
        of
        the Company, the Guarantors (if applicable), the Trustee, nor any agent of
        any
        of them will have any responsibility or liability for any aspect of the records
        relating to or payments made on account of beneficial ownership interests
        of a
        Global Security or for maintaining, supervising or reviewing any records
        relating to such beneficial ownership interests.

       

      Section 3.6. Mutilated,
        Destroyed, Lost and Stolen Securities. 

       

      If
        any
        mutilated Security is surrendered to the Trustee, together with, in proper
        cases, such security or indemnity as may be required by the Company, the
        Guarantors (if applicable) or the Trustee to save each of them and any agent
        of
        any of them harmless, the Company shall execute and the Trustee shall
        authenticate and deliver in exchange therefor a new Security, with an
        endorsement of the Securities Guarantee, if applicable, executed by the
        Guarantors, 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, the Guarantors (if applicable) and the
        Trustee (a) evidence to their satisfaction of the destruction, loss or
        theft of any Security and (b) such security or indemnity as may be required
        by
        them to save each of them and any agent of either of them harmless, then,
        in the
        absence of notice to the Company or the Trustee that such Security has been
        acquired by a bona fide purchaser, the Company and, if applicable, the
        Guarantors shall execute and upon its request the Trustee shall authenticate
        and
        deliver, in lieu of any such destroyed, lost or stolen Security, a new Security,
        with an endorsement of the Securities Guarantee, if applicable, executed
        by the
        Guarantors, 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, the Company in its discretion may, instead of issuing
        a
        new Security, pay such 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 shall constitute an original additional contractual
        obligation of the Company and, if applicable, the Guarantors, regardless
        of
        whether the destroyed, lost or stolen Security shall be at any time enforceable
        by anyone, and shall be entitled to all the benefits of this Indenture equally
        and proportionately with any and all other Securities of that series duly
        issued
        hereunder.

       

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

       

      Section 3.7. Payment
        of Interest; Interest Rights Preserved. 

       

      Except
        as
        otherwise provided as contemplated by Section 3.1
        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 (a) or (b) below:

       

      (a) 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 mailed,
        first-class postage prepaid, to each Holder of Securities of such series
        at his
        address as it appears in the Security Register, not less than 10 days prior
        to
        such Special Record Date. Notice of the proposed payment of such Defaulted
        Interest and the Special Record Date therefor having been so mailed, such
        Defaulted Interest shall be paid to the Persons in whose names the Securities
        of
        such series (or their respective Predecessor Securities) are registered at
        the
        close of business on such Special Record Date and shall no longer be payable
        pursuant to the following clause (b).

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      (b) 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 3.8. Persons
        Deemed Owners. 

       

      Except
        as
        otherwise provided as contemplated by Section 3.1
        with
        respect to any series of Securities, prior to due presentment of a Security
        for
        registration of transfer, the Company, the Trustee and, if applicable, the
        Guarantors and any agent thereof 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 3.5
        and
Section 3.7)
        any
        interest on such Security and for all other purposes whatsoever, regardless
        of
        whether such Security be overdue, and none of the Company, the Trustee nor,
        if
        applicable, the Guarantors nor any agent of any of them shall be affected
        by
        notice to the contrary.

       

      No
        holder
        of any beneficial interest in any Global Security held on its behalf by a
        Depositary shall have any rights under this Indenture with respect to such
        Global Security, and such Depositary may be treated by the Company, the Trustee,
        and, if applicable, the Guarantors and any agent of thereof as the owner
        of such
        Global Security for all purposes whatsoever.

       

      Section 3.9. Cancellation. 

       

      All
        Securities surrendered for payment, redemption, registration of transfer
        or
        exchange or for credit against any sinking fund payment shall, if surrendered
        to
        any Person other than the Trustee, be delivered to the Trustee and shall
        be
        promptly canceled 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
        canceled by the Trustee. No Securities shall be authenticated in lieu of
        or in
        exchange for any Securities canceled as provided in this Section, except
        as
        expressly permitted by this Indenture. All canceled Securities held by the
        Trustee shall be disposed of in accordance with its customary practices,
        and the
        Trustee shall thereafter deliver to the Company a certificate with respect
        to
        such disposition from time to time upon written request.

       

      
        
          
          

        

        
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      Section 3.10. Computation
        of Interest. 

       

      Except
        as
        otherwise specified as contemplated by Section 3.1
        for
        Securities of any series, interest on the Securities of each series shall
        be
        computed on the basis of a year of twelve 30-day months.

       

      Section 3.11. CUSIP
        or CINS Numbers. 

       

      The
        Company in issuing the Securities may use “CUSIP” or “CINS” numbers (if then
        generally in use, and in addition to the other identification numbers printed
        on
        the Securities), and, if so, the Trustee shall use “CUSIP” or “CINS” numbers in
        notices of redemption as a convenience to Holders; provided,
        however,
        that
        any such notice may state that no representation is made as to the correctness
        of such “CUSIP” or “CINS” numbers either as printed on the Securities or as
        contained in any notice of a redemption and that reliance may be placed only
        on
        the other identification numbers printed on the Securities, and any such
        redemption shall not be affected by any defect in or omission of such “CUSIP” or
“CINS” numbers.

       

      ARTICLE FOUR

      SATISFACTION
        AND DISCHARGE

       

      Section 4.1. Satisfaction
        and Discharge of Indenture. 

       

      This
        Indenture shall cease to be of further effect and will be discharged with
        respect to the Securities of any series (except as to any surviving rights
        of
        registration of transfer or exchange of Securities and certain rights of
        the
        Trustee, in each case, herein expressly provided for), and the Trustee, upon
        Company Request and at the expense of the Company, shall execute proper
        instruments acknowledging satisfaction and discharge of this Indenture with
        respect to such Securities, when:

       

      (a) either

       

      (i) all
        such
        Securities theretofore authenticated and delivered (other than (A) such
        Securities which have been destroyed, lost or stolen and which have been
        replaced or paid as provided in Section 3.6,
        and (B)
        such Securities for whose payment money has theretofore been deposited in
        trust
        or segregated and held in trust by the Company and thereafter repaid to the
        Company or discharged from such trust, as provided in Section 10.3)
        have
        been delivered to the Trustee for cancellation; or

       

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

       

      (A) have
        become due and payable, or

       

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

       

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

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      and
        the
        Company, in the case of (A), (B) or (C) above, has deposited or caused to
        be
        deposited with the Trustee as trust funds in trust for such purpose an amount
        sufficient to pay and discharge the entire indebtedness on such Securities
        not
        theretofore delivered to the Trustee for cancellation, for principal (and
        premium, if any) and interest to the date of such deposit (in the case of
        Securities which have become due and payable) or to the Stated Maturity or
        Redemption Date, as the case may be, together with instructions from the
        Company
        irrevocably directing the Trustee to apply such funds to the payment thereof
        at
        maturity or redemption, as the case may be;

       

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

       

      (c) the
        Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
        Counsel, which, taken together, state that all conditions precedent herein
        provided for relating to the satisfaction and discharge of this Indenture
        with
        respect to such Securities have been complied with.

       

      Notwithstanding
        the satisfaction and discharge of this Indenture with respect to the Securities
        of any series, (x) the obligations of the Company to the Trustee under
Section 6.7,
        the
        obligations of the Trustee to any Authenticating Agent under Section 6.14
        and the
        right of the Trustee to resign under Section 6.10
        shall
        survive, and (y) if money shall have been deposited with the Trustee pursuant
        to
        clause (a) of this Section, the obligations of the Company and the Trustee
        under
Section 4.2,
        Section 6.6
        and
Section 10.2
        and the
        last paragraph of Section 10.3
        shall
        survive.

       

      Section 4.2. Application
        of Trust Money. 

       

      Subject
        to the provisions of the last paragraph of Section 10.3,
        all
        money deposited with the Trustee pursuant to Section 4.1
        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.

       

      ARTICLE FIVE

      REMEDIES

       

      Section 5.1. 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 voluntary or involuntary or be effected by operation
        of
        law or pursuant to any judgment, decree or order of any court or any order,
        rule
        or regulation of any administrative or governmental body):

       

      (a) default
        in the payment of any interest upon any Security of that series when it becomes
        due and payable, and continuance of such default for a period of 30 days
        (regardless of whether such payment is prohibited by the provisions of
Article Fifteen
        hereof);
        or

       

      (b) default
        in the payment of the principal of (or premium, if any, on) any Security
        of that
        series at its Maturity (regardless of whether such payment is prohibited
        by the
        provisions of Article Fifteen
        hereof);
        or

       

      
        
          
          

        

        
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      (c) default
        in the performance, or breach, of any covenant set forth in Article Ten
        in this
        Indenture (other than a covenant a default in whose performance or whose
        breach
        is elsewhere in this Section specifically dealt with or which has expressly
        been
        included in this Indenture solely for the benefit of series of Securities
        other
        than that series), and continuance of such default or breach for a period
        of 90
        days after there has been given, by registered or certified mail, to the
        Company
        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

       

      (d) default
        in the performance, or breach, of any covenant in this Indenture (other than
        a
        covenant in Article Ten
        or any
        other covenant 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 180 days
        after there has been given, by registered or certified mail, to the Company
        by
        the Trustee or to the Company and the Trustee by the Holders of at least
        25% in
        principal amount of the Outstanding Securities of that series a written notice
        specifying such default or breach and requiring it to be remedied and stating
        that such notice is a “Notice of Default” hereunder; or

       

      (e) the
        Company pursuant to or within the meaning of any Bankruptcy Law
        (i) commences a voluntary case, (ii) consents to the entry of any order for
        relief against it in an involuntary case, (iii) consents to the appointment
        of a
        Custodian of it or for all or substantially all of its property, or (iv)
        makes a
        general assignment for the benefit of its creditors; or

       

      (f) a
        court
        of competent jurisdiction enters an order or decree under any Bankruptcy
        Law
        that (i) is for relief against the Company in an involuntary case, (ii) appoints
        a Custodian of the Company or for all or substantially all of its property,
        or
        (iii) orders the liquidation of the Company; and the order or decree remains
        unstayed and in effect for 30 consecutive days; or

       

      (g) default
        in the deposit of any sinking fund payment when due; or

       

      (h) any
        other
        Event of Default provided with respect to Securities of that series in
        accordance with Section 3.1.

       

      Section 5.2. Acceleration
        of Maturity; Rescission and Annulment. 

       

      If
        an
        Event of Default with respect to Securities of any series at the time
        Outstanding occurs and is continuing, then in every such case the Trustee
        or the
        Holders of a specified percentage in aggregate principal amount of the
        Outstanding Securities of that series may declare the principal amount (or,
        if
        the Securities of that series are Original Issue Discount Securities, such
        portion of the principal amount as may be specified in the terms of that
        series)
        of all of the Securities of that series to be due and payable immediately,
        by a
        notice in writing to the Company (and to the Trustee if given by Holders),
        and
        upon any such declaration such principal amount (or specified amount) shall
        become immediately due and payable. Notwithstanding the foregoing, if an
        Event
        of Default specified in clause (e) or (f) of Section 5.1
        occurs,
        the Securities of any series at the time Outstanding shall be due and payable
        immediately without further action or notice.

       

      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 Five
        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:

       

      
        
          
          

        

        
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      (a) the
        Company or, if applicable, one or more of the Guarantors has paid or deposited
        with the Trustee a sum sufficient to pay:

       

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

       

      (ii) 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,

       

      (iii) 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

       

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

       

      (b) all
        Events of Default with respect to Securities of that series, other than the
        non-payment of the principal of Securities of that series which have become
        due
        solely by such declaration of acceleration, have been cured or waived as
        provided in Section 5.13.

       

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

       

      Section 5.3. Collection
        of Indebtedness and Suits for Enforcement by Trustee. 

       

      The
        Company covenants that if:

       

      (a) default
        is made in the payment of any installment of interest on any Security when
        such
        interest becomes due and payable and such default continues for a period
        of 30
        days (regardless of whether such payment is prohibited by the provisions
        of
Article Fifteen
        hereof),
        or

       

      (b) default
        is made in the payment of the principal of (or premium, if any, on) any Security
        at the Maturity thereof (regardless of whether such payment is prohibited
        by the
        provisions of Article Fifteen
        hereof),

       

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

       

      
        
          
          

        

        
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      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 5.4. Trustee
        May File Proofs of Claim. 

       

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

       

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

       

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

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Holder to make such payments to the Trustee and, if 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 6.7.

       

      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, compromise, arrangement, adjustment or composition affecting
        the
        Securities or, if applicable, the Securities 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 5.5. Trustee
        May Enforce Claims Without Possession of Securities. 

       

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

       

      
        
          
          

        

        
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      Section 5.6. Application
        of Money Collected. 

       

      Any
        money
        collected by the Trustee pursuant to this Article Five
        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 6.7;

       

      SECOND:
        Subject to Article Fifteen,
        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.

       

      Section 5.7. 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 (including, if applicable,
        the Securities Guarantee), or for the appointment of a receiver or trustee,
        or
        for any other remedy hereunder, unless:

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section 5.8. 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 3.5
        and
Section 3.7)
        interest on such Security on the Stated Maturity or Maturities expressed
        in such
        Security (or, in the case of redemption, on the Redemption Date) and to
        institute suit for the enforcement of any such payment, and such rights shall
        not be impaired without the consent of such Holder.

       

      
        
          
          

        

        
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      Section 5.9. 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 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 5.10. 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 3.6,
        no
        right or remedy herein conferred upon or reserved to the Trustee or to the
        Holders is intended to be exclusive of any other right or remedy, and every
        right and remedy shall, to the extent permitted by law, be cumulative and
        in
        addition to every other right and remedy given hereunder or now or hereafter
        existing at law or in equity or otherwise. The assertion or employment of
        any
        right or remedy hereunder, or otherwise, shall not prevent the concurrent
        assertion or employment of any other appropriate right or remedy.

       

      Section 5.11. Delay
        or Omission Not Waiver. 

       

      To
        fullest extent permitted by applicable law, 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 Five
        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 5.12. Control
        by Holders. 

       

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

       

      (a) such
        direction shall not be in conflict with any rule of law or with this
        Indenture;

       

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

       

      (c) subject
        to the provisions of Section 6.1,
        the
        Trustee shall have the right to decline to follow any such direction if the
        Trustee in good faith shall determine that the proceeding so directed would
        involve the Trustee in personal liability.

       

      
        
          
          

        

        
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      Section 5.13. Waiver
        of Past Defaults. 

       

      By
        written notice to the Company and the Trustee, 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) a
        continuing default in the payment of the principal of or any premium or interest
        on any Security of such series, or

       

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

       

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

       

      Section 5.14. Undertaking
        for Costs. 

       

      All
        parties to this Indenture agree, and each Holder of any Security by his
        acceptance thereof shall be deemed to have agreed, that any court may in
        its
        discretion require, in any suit for the enforcement of any right or remedy
        under
        this Indenture, or in any suit against the Trustee for any action taken,
        suffered or omitted by it as Trustee, the filing by any party litigant, other
        than the Trustee, in such suit of an undertaking to pay the costs of such
        suit,
        and that such court may in its discretion assess reasonable costs, including
        reasonable attorneys’ fees, against any party litigant in such suit, having due
        regard to the merits and good faith of the claims or defenses made by such
        party
        litigant; but the provisions of this Section 5.14
        shall
        not apply to any suit instituted by the Company, to any suit instituted by
        the
        Trustee, to any suit instituted by any Holder, or group of Holders, holding
        in
        the aggregate more than 10% in principal amount of the Outstanding Securities
        of
        any series, or to any suit instituted by any Holder for the enforcement of
        the
        payment of the principal of (or premium, if any) or interest on any Security
        on
        or after the Stated Maturity or Maturities expressed in such Security (or,
        in
        the case of redemption, on or after the Redemption Date).

       

      Section 5.15. Waiver
        of Stay or Extension Laws. 

       

      Each
        of
        the Company and the 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 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
        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.

       

      
        
          
          

        

        
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      ARTICLE SIX

      THE
        TRUSTEE

       

      Section 6.1. Certain
        Duties and Responsibilities. 

       

      (a) Except
        during the continuance of an Event of Default,

       

      (i) the
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Indenture and as are provided by the Trust
        Indenture Act, and no implied covenants or obligations shall be read into
        this
        Indenture against the Trustee; and

       

      (ii) in
        the
        absence of bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture; but in the case of any such certificates
        or
        opinions which by any provision hereof are specifically required to be furnished
        to the Trustee, the Trustee shall be under a duty to examine the same to
        determine whether they conform to the requirements of this
        Indenture.

       

      (b) In
        case
        an Event of Default has occurred and is continuing, the Trustee shall exercise
        such of the rights and powers vested in it by this Indenture, and use the
        same
        degree of care and skill in their exercise, as a prudent man would exercise
        or
        use under the circumstances in the conduct of his own affairs.

       

      (c) No
        provision of this Indenture shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act,
        or its
        own willful misconduct, except that

       

      (i) this
        Subsection shall not be construed to limit the effect of Subsection (a)
        of this
        Section;

       

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

       

      (iii) the
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in good faith in accordance with the direction of the Holders
        of a
        majority in principal amount of the Outstanding Securities of any series,
        given
        pursuant to Section 5.12,
        relating to the time, method and place of conducting any proceeding for any
        remedy available to the Trustee, or exercising any trust or power conferred
        upon
        the Trustee, under this Indenture with respect to the Securities of such
        series;
        and

       

      (iv) 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.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (d) Regardless
        of whether 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 6.2. Notice
        of Defaults. 

       

      Within
        90
        days after the occurrence of any Default hereunder with respect to the
        Securities of any series, the Trustee shall transmit by mail to all Holders
        of
        Securities of such series, as their names and addresses appear in the Security
        Register, notice of such Default hereunder known to the Trustee, unless such
        Default shall have been cured or waived; provided,
        however,
        that,
        except in the case of a Default in the payment of the principal of or any
        premium or interest on any Security of such series or in the payment of any
        sinking fund installment with respect to Securities of such series, the Trustee
        may withhold from Holders of Securities notice of any continuing Default
        or
        Event of Default if the Trustee in good faith determines that the withholding
        of
        such notice is in the interest of the Holders of Securities of such series;
        and,
provided,
        further,
        that in
        the case of any Default of the character specified in Section 5.1(c)
        with
        respect to Securities of such series, no such notice to Holders shall be
        given
        until at least 90 days after the occurrence thereof and that in the case
        of any
        Default of the character specified in Section 5.1(d)
        with
        respect to Securities of such series, no such notice to Holders shall be
        given
        until at least 180 days after the occurrence thereof.

       

      Section 6.3. Certain
        Rights of Trustee. 

       

      Subject
        to the provisions of Section 6.1:

       

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

       

      (b) any
        request or direction of the Company or a Guarantor mentioned herein shall
        be
        sufficiently evidenced by a Company Request or Company Order (other than
        delivery of any Security to the Trustee for authentication and delivery pursuant
        to Section 3.3,
        which
        shall be sufficiently evidenced as provided therein) and any resolution of
        the
        Board of Directors may be sufficiently evidenced by a Board
        Resolution;

       

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

       

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

       

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

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      (i) the
        Trustee shall be entitled to the rights and protections afforded to the Trustee
        pursuant to this Article Six
        in
        acting as a Paying Agent or Security Registrar hereunder; and

       

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

       

      Section 6.4. Not
        Responsible for Recitals or Issuance of Securities. 

       

      The
        recitals contained herein and in the Securities, except the Trustee’s
        certificates of authentication, shall be taken as the statements of the Company
        or, if applicable, the Guarantors, and the Trustee or any Authenticating
        Agent
        assumes no responsibility for their correctness. Neither the Trustee nor
        any
        Authenticating Agent makes any representations as to the validity or sufficiency
        of this Indenture or of the Securities. The Trustee or any Authenticating
        Agent
        shall not be accountable for the use or application by the Company of Securities
        or the proceeds thereof.

       

      Section 6.5. May
        Hold Securities. 

       

      The
        Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
        or
        any other agent of the Company or, if applicable, any Guarantor, in its
        individual or any other capacity, may become the owner or pledgee of Securities
        and, subject to Sections 310(b) and 311 of the Trust Indenture Act and
Section 6.8,
        Section 6.9
        and
Section 6.13,
        may
        otherwise deal with the Company or, if applicable, the Guarantors with the
        same
        rights it would have if it were not Trustee, Authenticating Agent, Paying
        Agent,
        Security Registrar or such other agent.

       

      Section 6.6. 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
        in
        writing with the Company or, if applicable, one or more of the
        Guarantors.

       

      
        
          
          

        

        
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      Section 6.7. Compensation
        and Reimbursement. 

       

      The
        Company agrees:

       

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

       

      (b) except
        as
        otherwise expressly provided herein, to reimburse 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

       

      (c) to
        indemnify each of the Trustee and its officers, directors, agents and employees
        for, and to hold it harmless against, any loss, liability or expense incurred
        without negligence or willful misconduct 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.

       

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

       

      Without
        limiting any rights available to the Trustee under applicable law, when the
        Trustee incurs expenses or renders services in connection with an Event of
        Default specified in Section 5.1(e)
        or
Section 5.1(f),
        the
        expenses (including the reasonable charges and expenses of its counsel) and
        the
        compensation for the services of the Trustee are intended to constitute expenses
        of administration under any applicable Bankruptcy Law.

       

      The
        provisions of this Section 6.7
        shall
        survive the satisfaction and discharge of this Indenture and the Legal
        Defeasance of the Securities.

       

      Section 6.8. Disqualification;
        Conflicting Interests. 

       

      Reference
        is made to Section 310(b) of the Trust Indenture Act. There shall be excluded
        from the operation of Section 310(b)(1) of the Trust Indenture Act this
        Indenture with respect to the Securities of more than one series.

       

      Section 6.9. Corporate
        Trustee Required; Eligibility. 

       

      There
        shall at all times be a Trustee hereunder which shall be a corporation 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 exercise
        corporate trust powers, having a combined capital and surplus required by
        the
        Trust Indenture Act, subject to supervision or examination by Federal or
        State
        authority. If such corporation publishes reports of condition at least annually,
        pursuant to law or to the requirements of said supervising or examining
        authority, then for the purposes of this Section, the combined capital and
        surplus of such corporation shall be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so published.
        The
        Trustee shall not be an obligor upon the Securities or an Affiliate thereof.
        If
        at any time the Trustee shall cease to be eligible in accordance with the
        provisions of this Section, it shall resign immediately in the manner and
        with
        the effect hereinafter specified in this Article Six.

       

      
        
          
          

        

        
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      Section 6.10. Resignation
        and Removal; Appointment of Successor. 

       

      (a) No
        resignation or removal of the Trustee and no appointment of a successor Trustee
        pursuant to this Article shall become effective until the acceptance of
        appointment by the successor Trustee in accordance with the applicable
        requirements of Section 6.11.

       

      (b) The
        Trustee may resign at any time with respect to the Securities of one or more
        series by giving written notice thereof to the Company. If the instrument
        of
        acceptance by a successor Trustee required by Section 6.11
        shall
        not have been delivered to the Trustee within 30 days after the giving of
        such
        notice of resignation, the resigning Trustee may petition any court of competent
        jurisdiction for the appointment of a successor Trustee with respect to the
        Securities of such series.

       

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

       

      (d) If
        at any
        time:

       

      (i) the
        Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
        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

       

      (ii) the
        Trustee shall cease to be eligible under Section 6.9
        and
        shall fail to resign after written request therefor by the Company or by
        any
        such Holder, or

       

      (iii) the
        Trustee shall become incapable of acting or shall be adjudged a bankrupt
        or
        insolvent or a receiver of the Trustee or of its property shall be appointed
        or
        any public officer shall take charge or control of the Trustee or of its
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation, then, in any such case, (A) the Company by a Board Resolution
        may
        remove the Trustee with respect to all Securities, or (B) subject to
Section 5.14,
        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.

       

      (e) If
        the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any cause, with respect to the
        Securities of one or more series, the Company, by a Board Resolution, shall
        promptly appoint a successor Trustee or Trustees with respect to the Securities
        of that or those series (it being understood that any such successor Trustee
        may
        be appointed with respect to the Securities of one or more or all of such
        series
        and that at any time there shall be only one Trustee with respect to the
        Securities of any particular series) and shall comply with the applicable
        requirements of Section 6.11.
        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 6.11,
        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 6.11,
        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.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      (f) The
        Company shall give notice of each resignation and each removal of the Trustee
        with respect to the Securities of any series and each appointment of a successor
        Trustee with respect to the Securities of any series to all Holders of
        Securities of such series in the manner provided in Section 1.7.
        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 6.11. Acceptance
        of Appointment by Successor. 

       

      (a) In
        case
        of the appointment hereunder of a successor Trustee with respect to all
        Securities, every such successor Trustee so appointed shall execute, acknowledge
        and deliver to the Company, the Guarantors (if applicable) 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, if applicable, any Guarantor or the successor
        Trustee, such retiring Trustee shall, upon payment of its charges, execute
        and
        deliver an instrument transferring to such successor Trustee all the rights,
        powers and trusts of the retiring Trustee and shall duly assign, transfer
        and
        deliver to such successor Trustee all property and money held by such retiring
        Trustee hereunder.

       

      (b) In
        case
        of the appointment hereunder of a successor Trustee with respect to the
        Securities of one or more (but not all) series, the Company, the Guarantors
        (if
        applicable), 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 (i) 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, (ii) 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 (iii) 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, any Guarantor
        (if
        applicable) 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.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      (c) Upon
        request of any such successor Trustee, the Company and, if applicable, the
        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 paragraph (a) or (b) of this Section, as the case may
        be.

       

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

       

      Section 6.12. Merger,
        Conversion, Consolidation or Succession to Business. 

       

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

       

      Section 6.13. Preferential
        Collection of Claims Against Company. 

       

      Reference
        is made to Section 311 of the Trust Indenture Act. For purposes of Section
        311(b) of the Trust Indenture Act,

       

      (a) the
        term
“cash transaction” means any transaction in which full payment for goods or
        securities sold is made within seven days after delivery of the goods or
        securities in currency or in checks or other orders drawn upon banks or bankers
        and payable upon demand;

       

      (b) the
        term
“self-liquidating paper” means any draft, bill of exchange, acceptance or
        obligation which is made, drawn, negotiated or incurred by the Company or,
        if
        applicable, any Guarantor for the purpose of financing the purchase, processing,
        manufacturing, shipment, storage or sale of goods, wares or merchandise and
        which is secured by documents evidencing title to, possession of, or a lien
        upon, the goods, wares or merchandise or the receivables or proceeds arising
        from the sale of the goods, wares or merchandise previously constituting
        the
        security, provided the security is received by the Trustee simultaneously
        with
        the creation of the creditor relationship with the Company or, if applicable,
        such Guarantor arising from the making, drawing, negotiating or incurring
        of the
        draft, bill of exchange, acceptance or obligation.

       

      Section 6.14. 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 exchange,
        registration of transfer or partial redemption thereof or pursuant to
Section 3.6,
        and
        Securities so authenticated shall be entitled to the benefits of this Indenture
        and shall be valid and obligatory for all purposes as if authenticated by
        the
        Trustee hereunder. Wherever reference is made in this Indenture to the
        authentication and delivery of Securities by the Trustee or the Trustee’s
        certificate of authentication, such reference shall be deemed to include
        authentication and delivery on behalf of the Trustee by an Authenticating
        Agent
        and a certificate of authentication executed on behalf of the Trustee by
        an
        Authenticating Agent. Each Authenticating Agent shall be acceptable to the
        Company and shall at all times be a corporation organized and doing business
        under the laws of the United States of America, 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.

       

      
        
          
          

        

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

       

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

       

      Except
        with respect to an Authenticating Agent appointed at the request of the Company
        or, if applicable, the Guarantors, the Trustee agrees to pay to each
        Authenticating Agent from time to time reasonable compensation for its services
        under this Section 6.14,
        and the
        Trustee shall be entitled to be reimbursed by the Company or, if applicable,
        the
        Guarantors for such payments, subject to the provisions of Section 6.7.

       

      If
        an
        appointment with respect to one or more series is made pursuant to this
Section 6.14,
        the
        Securities of such series may have endorsed thereon, in addition to the
        Trustee’s certificate of authentication, an alternate certificate of
        authentication in the following form:

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	
                [_________________________________________],

              
	 	
                As
                  Trustee

              
	 	 	 
	 	
                By:

              	                             
                 
	 	 	
                As
                  Authenticating Agent

              
	 	 	 
	 	
                By:

              	                         
                     
	 	 	
                Authorized
                  Officer

              


      

       

      ARTICLE SEVEN

      HOLDERS’
        LISTS AND REPORTS BY TRUSTEE AND COMPANY

       

      Section 7.1. Company
        to Furnish Trustee Names and Addresses of Holders. 

       

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

       

      (a) semi-annually,
        not more than 15 days after each Regular Record Date for a series of Securities,
        a list for such series of Securities, in such form as the Trustee may reasonably
        require, of the names and addresses of the Holders of Securities of such
        series
        as of such Regular Record Date, and

       

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

       

      provided,
        however,
        that if
        and so long as the Trustee shall be the Security Registrar, no such list
        need be
        furnished with respect to such series of Securities.

       

      Section 7.2. Preservation
        of Information; Communications to Holders. 

       

      (a) The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of Holders contained in the most recent list furnished
        to
        the Trustee as provided in Section 7.1
        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 7.1
        upon
        receipt of a new list so furnished.

       

      (b) If
        three
        or more Holders (herein referred to as “applicants”) apply in writing to the
        Trustee, and furnish to the Trustee reasonable proof that each such applicant
        has owned a Security for a period of at least six months preceding the date
        of
        such application, and such application states that the applicants desire
        to
        communicate with other Holders with respect to their rights under this Indenture
        or under the Securities and is accompanied by a copy of the form of proxy
        or
        other communication which such applicants propose to transmit, then the Trustee
        shall, within five business days after the receipt of such application, at
        its
        election, either

       

      (i) afford
        such applicants access to the information preserved at the time by the Trustee
        in accordance with Section 7.2(a),
        or

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      (ii) inform
        such applicants as to the approximate number of Holders whose names and
        addresses appear in the information preserved at the time by the Trustee
        in
        accordance with Section 7.2(a),
        and as
        to the approximate cost of mailing to such Holders the form of proxy or other
        communication, if any, specified in such application.

       

      If
        the
        Trustee shall elect not to afford such applicants access to such information,
        the Trustee shall, upon the written request of such applicants, mail to each
        Holder whose name and address appear in the information preserved at the
        time by
        the Trustee in accordance with Section 7.2(a)
        a copy
        of the form of proxy or other communication which is specified in such request,
        with reasonable promptness after a tender to the Trustee of the material
        to be
        mailed and of payment, or provision for the payment, of the reasonable expenses
        of mailing, unless within five days after such tender the Trustee shall mail
        to
        such applicants and file with the SEC, together with a copy of the material
        to
        be mailed, a written statement to the effect that, in the opinion of the
        Trustee, such mailing would be contrary to the best interest of the Holders
        or
        would be in violation of applicable law. Such written statement shall specify
        the basis of such opinion. If the SEC, after opportunity for a hearing upon
        the
        objections specified in the written statement so filed, shall enter an order
        refusing to sustain any of such objections or if, after the entry of an order
        sustaining one or more of such objections, the SEC shall find, after notice
        and
        opportunity for hearing, that all the objections so sustained have been met
        and
        shall enter an order so declaring, the Trustee shall mail copies of such
        material to all such Holders with reasonable promptness after the entry of
        such
        order and the renewal of such tender; otherwise the Trustee shall be relieved
        of
        any obligation or duty to such applicants respecting their
        application.

       

      (c) Every
        Holder of Securities, by receiving and holding the same, agrees with the
        Company, the Guarantors (if applicable) and the Trustee that none of the
        Company, the Guarantors (if applicable) nor the Trustee nor any agent of
        any of
        them shall be held accountable by reason of the disclosure of any such
        information as to the names and addresses of the Holders in accordance with
        Section 7.2(b),
        regardless of the source from which such information was derived, and that
        the
        Trustee shall not be held accountable by reason of mailing any material pursuant
        to a request made under Section 7.2(b).

       

      Section 7.3. Reports
        by Trustee. 

       

      Any
        Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act
        shall be dated as of May 15, and shall be transmitted within 60 days after
        May
        15 of each year (but in all events at intervals of not more than 12 months),
        commencing with the year 20__, by mail to all Holders, as their names and
        addresses appear in the Security Register. 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 SEC and with
        the
        Company. The Company will notify the Trustee when any Securities are listed
        on
        any stock exchange.

       

      Section 7.4. Reports
        by Company. 

       

      So
        long
        as clauses (1), (2) and (3) of Section 314(a) of the Trust Indenture Act
        (or any
        successor provisions of law) are applicable to this Indenture, the Company
        shall:

       

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

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

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

       

      (c) transmit
        by mail to all Holders, as their names and addresses appear in the Security
        Register, within 30 days after the filing thereof with the Trustee, such
        summaries of any information, documents and reports required to be filed
        by the
        Company pursuant to clauses (a) and (b) of this Section as may be required
        by
        rules and regulations prescribed from time to time by the SEC. 

       

      ARTICLE EIGHT

      CONSOLIDATION,
        AMALGAMATION, MERGER AND SALE

       

      Section 8.1. Company
        May Consolidate, Etc., Only on Certain Terms.

       

      The
        Company shall not consolidate or merge with or into any other Person or sell,
        convey, transfer, lease or otherwise dispose of all or substantially all
        of the
        properties and assets of the Company and, if applicable, the Guarantors on
        a
        consolidated basis to any other Person unless:

       

      (a) either:
        (i) the Company is the surviving Person; or (ii) the Person formed by or
        surviving any such consolidation, amalgamation or merger or resulting from
        such
        conversion (if other than the Company) or to which such sale, assignment,
        transfer, conveyance or other disposition has been made is a corporation,
        limited liability company or limited partnership organized or existing under
        the
        laws of the United States, any state of the United States or the District
        of
        Columbia;

       

      (b) the
        Person formed by or surviving any such conversion, consolidation, amalgamation
        or merger (if other than the Company) or the Person to which such sale,
        assignment, transfer, conveyance or other disposition has been made assumes
        all
        the obligations of the Company under the Securities and this Indenture pursuant
        to agreements reasonably satisfactory to the Trustee;

       

      (c) immediately
        after giving effect to 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 occurred and be continuing; and

       

      (d) the
        Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
        Counsel, each stating that such consolidation, amalgamation, merger, conveyance,
        sale, transfer or lease and such supplemental indenture, if any, comply with
        this Article Eight
        and that
        all conditions precedent herein provided for relating to such transaction
        have
        been complied with.

       

      
        
          
          

        

        
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      Section 8.2. Successor
        Substituted. 

       

      Upon
        any
        consolidation or merger of the Company with or into any other Person or any
        sale, conveyance, transfer, lease or other disposition of all or substantially
        all of the properties and assets of the Company and, if applicable, the
        Guarantors on a consolidated basis in accordance with Section 8.1,
        the
        successor or resulting Person formed by or resulting upon such consolidation
        or
        merger (if other than the Company) or to which such sale, conveyance, transfer,
        lease or other disposition is made shall succeed to, and be substituted for,
        and
        may exercise every right and power of, the Company under this Indenture with
        the
        same effect as if such successor Person had been named as the Company herein,
        and thereafter, except in the case of a lease, the predecessor Company and
        each
        of the Guarantors shall be relieved of all obligations and covenants under
        this
        Indenture and the Securities.

       

      ARTICLE NINE

      AMENDMENT,
        SUPPLEMENT
        AND WAIVER

       

      Section 9.1. Without
        Consent of Holders. 

       

      The
        Company, the Guarantors and the Trustee may amend or supplement this indenture,
        the Securities Guarantees or the Securities without the consent of any holder
        of
        a Security:

       

      (a) to
        cure
        any ambiguity or to correct or supplement any provision herein that may be
        inconsistent with any other provision herein; or

       

      (b) to
        evidence the succession of another Person to the Company and the assumption
        by
        any such successor of the covenants of the Company herein and, to the extent
        applicable, to the Securities; or

       

      (c) to
        provide for uncertificated Securities in addition to or in place of certificated
        Securities; provided
        that the
        uncertificated Securities are issued in registered form for purposes of Section
        163(f) of the Code, or in the manner such that the uncertificated Securities
        are
        described in Section 163(f)(2)(B) of the Code; or

       

      (d) to
        add a
        Securities Guarantee and cause any Person to become a Guarantor, and/or to
        evidence the succession of another Person to a Guarantor and the assumption
        by
        any such successor of the Securities Guarantee of such Guarantor herein and,
        to
        the extent applicable, endorsed upon any Securities of any series;
        or

       

      (e) to
        secure
        the Securities of any series; or

       

      (f) to
        add to
        the covenants of the Company such further covenants, restrictions, conditions
        or
        provisions as the Company shall consider to be appropriate for the benefit
        of
        the Holders of all or any series of Securities (and if such covenants,
        restrictions, conditions or provisions 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 and to make the occurrence, or the
        occurrence and continuance, of a Default in any such additional covenants,
        restrictions, conditions or provisions an Event of Default permitting the
        enforcement of all or any of the several remedies provided in this Indenture
        as
        herein set forth; provided,
        that in
        respect of any such additional covenant, restriction, condition or provision
        such supplemental indenture may provide for a particular period of grace
        after
        default (which period may be shorter or longer than that allowed in the case
        of
        other defaults) or may provide for an immediate enforcement upon such an
        Event
        of Default or may limit the remedies available to the Trustee upon such an
        Event
        of Default or may limit the right of the Holders of a majority in aggregate
        principal amount of the Securities of such series to waive such an Event
        of
        Default; or

       

      
        
          
          

        

        
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      (g) to
        make
        any change to any provision of this Indenture that does not adversely affect
        the
        rights or interests of any Holder of Securities; or

       

      (h) provide
        for the issuance of additional Securities in accordance with the provisions
        set
        forth in this Indenture on the date of this Indenture; or

       

      (i) to
        add
        any additional Defaults or Events of Default in respect of all or any series
        of
        Securities; or

       

      (j) to
        add
        to, change or eliminate 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

       

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

       

      (l) to
        establish the form or terms of Securities of any series as permitted by
Section 2.1
        and
Section 3.1,
        including to reopen any series of any Securities as permitted under Section 3.1;
        or

       

      (m) 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 6.11(b);
        or

       

      (n) to
        conform the text of the indenture (and/or any supplemental indenture) or
        any
        debt securities issued thereunder to any provision of a description of such
        debt
        securities appearing in a prospectus or prospectus supplement or an offering
        memorandum or offering circular to the extent that such provision was intended
        to be a verbatim recreation of a provision of the indenture (and/or any
        supplemental indenture) or any debt securities issued thereunder;
        or

       

      (o) to
        modify, eliminate or add to the provisions of this Indenture to such extent
        as
        shall be necessary to effect the qualification of this Indenture under the
        Trust
        Indenture Act or under any similar federal statute subsequently enacted,
        and to
        add to this Indenture such other provisions as may be expressly required
        under
        the Trust Indenture Act.

       

      Upon
        the
        request of the Company accompanied by a resolution of its Board of Directors
        authorizing the execution of any such amended or supplemental indenture,
        the
        Trustee is hereby authorized to join with the Company and any Guarantor in
        the
        execution of any such supplemental indenture, to make any further appropriate
        agreements and stipulations that may be therein contained and to accept the
        conveyance, transfer, assignment, mortgage, charge or pledge of any property
        thereunder, but the Trustee shall not be obligated to enter into any such
        supplemental indenture that affects the Trustee’s own rights, duties or
        immunities under this Indenture or otherwise.

       

      
        
          
          

        

        
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      Section 9.2. With
        Consent of Holders. 

       

      The
        Company and the Trustee may amend or supplement this Indenture, the Securities
        Guarantees and the Securities with the consent of the Holders of a majority
        in
        aggregate principal amount of the Outstanding Securities of each series of
        Securities affected by such amendment or supplemental indenture, with each
        such
        series voting as a separate class (including, without limitation, consents
        obtained in connection with a purchase of, or tender offer or exchange offer
        for
        Securities) and, subject to Section 5.8
        and
Section 5.13
        hereof,
        any existing Default or Event of Default or compliance with any provision
        of
        this Indenture, the Securities Guarantees or the Securities may be waived
        with
        respect to each series of Securities with the consent of the Holders of a
        majority in principal amount of the Outstanding Securities of such series
        voting
        as a separate class (including consents obtained in connection with a purchase
        of, or tender offer or exchange offer for, Securities).

       

      Upon
        the
        request of the Company accompanied by a resolution of its Board of Directors
        authorizing the execution of any such amended or supplemental indenture,
        and
        upon the filing with the Trustee of evidence satisfactory to the Trustee
        of the
        consent of the Holders of Securities as aforesaid, and upon receipt by the
        Trustee of the documents described in Section 6.3
        hereof,
        the Trustee will join with the Company and the Guarantors in the execution
        of
        such amended or supplemental indenture unless such amended or supplemental
        indenture directly affects the Trustee’s own rights, duties or immunities under
        this Indenture or otherwise, in which case the Trustee may in its discretion,
        but will not be obligated to, enter into such amended or supplemental
        Indenture.

       

      It
        is not
        necessary for the consent of the Holders of Securities under this Section 9.2
        to
        approve the particular form of any proposed amendment, supplement or waiver,
        but
        it is sufficient if such consent approves the substance of the proposed
        amendment, supplement or waiver.

       

      After
        an
        amendment, supplement or waiver under this Section 9.2
        becomes
        effective, the Company will mail to the Holders of Securities affected thereby
        a
        notice briefly describing the amendment, supplement or waiver. Any failure
        of
        the Company to mail such notice, or any defect therein, will not, however,
        in
        any way impair or affect the validity of any such amended or supplemental
        indenture or waiver. Subject to Section 5.8
        and
Section 5.13
        hereof,
        the application of or compliance with, either generally or in any particular
        instance, of any provision of this Indenture, the Securities or the Securities
        Guarantees may be waived as to each series of Securities by the Holders of
        a
        majority in aggregate principal amount of the Outstanding Securities of such
        series. However, without the consent of each Holder affected, an amendment,
        supplement or waiver under this Section 9.2
        may not
        (with respect to any Securities held by a non-consenting Holder):

       

      (a) 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 that would
        be
        due and payable upon a declaration of acceleration of the Maturity thereof
        pursuant to Section 5.2,
        or
        change any Place of Payment where, or the coin or currency in which, any
        Security or any premium or the interest thereon is payable, or impair the
        right
        to institute suit for the enforcement of any such payment on or after the
        Stated
        Maturity thereof (or, in the case of redemption, on or after the Redemption
        Date), or

       

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

       

      
        
          
          

        

        
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      (c) modify
        any of the provisions of this Section 9.2,
        Section 5.8,
        Section 5.13
        or
Section 10.6,
        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 (c) 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, or the deletion of this proviso, in accordance with the
        requirements of Section 6.11(b)
        and
Section 9.1(i);
        or

       

      (d) waive
        a
        redemption payment with respect to any Security; provided,
        however,
        that
        any purchase or repurchase of Securities shall not be deemed a redemption
        of the
        Securities; or

       

      (e) release
        any Guarantor from any of its obligations under its Securities Guarantee
        or this
        Indenture, except in accordance with the terms of this Indenture (as
        supplemented by any supplemental indenture); or

       

      (f) make
        any
        change in the foregoing amendment and waiver provisions.

       

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

       

      Section 9.3. 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 6.1)
        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 9.4. Effect
        of Supplemental Indentures. 

       

      Upon
        the
        execution of any supplemental indenture under this Article Nine,
        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 9.5. Conformity
        with Trust Indenture Act. 

       

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

       

      Section 9.6. Reference
        in Securities to Supplemental Indentures. 

       

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

       

      
        
          
          

        

        
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      ARTICLE TEN

      COVENANTS

       

      Section 10.1. 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.

       

      Section 10.2. Maintenance
        of Office or Agency. 

       

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

       

      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. 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.

       

      Except
        as
        otherwise specified with respect to a series of Securities as contemplated
        by
Section 3.1,
        the
        Company hereby initially designates the office of the Trustee located at
        [__________________________________________],
        as the
        Company’s office or agency for each such purpose for each series of
        Securities.

       

      Section 10.3. Money
        for Securities Payments to Be Held in Trust. 

       

      If
        the
        Company 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
        and 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 each due date of the principal of and any premium or interest
        on any Securities of that series, deposit with a Paying Agent a sum sufficient
        to pay the principal and any premium or interest so becoming due, such sum
        to be
        held in trust for the benefit of the Persons entitled to such principal,
        premium
        or interest, and (unless such Paying Agent is the Trustee) the Company will
        promptly notify the Trustee of its action or failure so to act. For purposes
        of
        this Section 10.3,
        should
        a due date for principal of and any premium or interest on, or sinking fund
        payment with respect to any series of Securities not be on a Business Day,
        such
        payment shall be due on the next Business Day without any interest for the
        period from the due date until such Business Day.

       

      
        
          
          

        

        
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      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:

       

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

       

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

       

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

       

      The
        Company and, if applicable, the Guarantors 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.

       

      Subject
        to any applicable escheat or abandoned property laws, any money deposited
        with
        the Trustee or any Paying Agent, or then held by the Company, in trust for
        the
        payment of the principal of and any premium or interest on any Security of
        any
        series and remaining unclaimed for one year after such principal and any
        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 Borough of Manhattan, The
        City of
        New York, notice that such money remains unclaimed and that, after a date
        specified therein, which shall not be less than 30 days from the date of
        such
        publication, any unclaimed balance of such money then remaining will be repaid
        to the Company.

       

      Section 10.4. Existence.
        

       

      Subject
        to Article Eight,
        the
        Company and, if any Securities of a series to which Article Fourteen
        has been
        made applicable are Outstanding, each Guarantor will do or cause to be done
        all
        things necessary to preserve and keep in full force and effect its existence,
        rights (charter and statutory) and franchises; provided,
        however,
        that
        the Company and, if applicable, each Guarantor shall not be required to preserve
        any such right or franchise if the Board of Directors shall determine that
        the
        preservation thereof is no longer desirable in the conduct of the business
        of
        the Company or such Guarantor, as the case may be.

       

      
        
          
          

        

        
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      Section 10.5. Statement
        by Officers as to Default. 

       

      Annually,
        within 150 days after the close of each fiscal year beginning with the first
        fiscal year during which one or more series of Securities are Outstanding,
        the
        Company and, if any Securities of a series to which Article Fourteen
        has been
        made applicable are Outstanding, each Guarantor will deliver to the Trustee
        a
        brief certificate (which need not include the statements set forth in
Section 1.3)
        from
        the principal executive officer, principal financial officer or principal
        accounting officer of the Company and, if applicable, such Guarantor as to
        his
        or her knowledge of the Company’s or such Guarantor’s, as the case may be,
        compliance (without regard to any period of grace or requirement of notice
        provided herein) with all conditions and covenants under the Indenture and,
        if
        the Company or such Guarantor, as the case may be, shall be in Default,
        specifying all such Defaults and the nature and status thereof of which such
        officer has knowledge.

       

      Section 10.6. Additional
        Amounts. 

       

      If
        the
        Securities of a series provide for the payment of additional amounts (as
        provided in Section 3.1(o)),
        at
        least 10 days prior to the first Interest Payment Date with respect to that
        series of Securities and at least 10 days prior to each date of payment of
        principal of, premium, if any, or interest on the Securities of that series
        if
        there has been a change with respect to the matters set forth in the
        below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee
        and the principal Paying Agent, if other than the Trustee, an Officer’s
        Certificate instructing the Trustee and such Paying Agent whether such payment
        of principal of, premium, if any, or interest on the Securities of that series
        shall be made to holders of the Securities of that series without withholding
        or
        deduction for or on account of any tax, assessment or other governmental
        charge
        described in the Securities of that series. If any such withholding or deduction
        shall be required, then such Officer’s Certificate shall specify by country the
        amount, if any, required to be withheld or deducted on such payments to such
        holders and shall certify the fact that additional amounts will be payable
        and
        the amounts so payable to each holder, and the Company shall pay to the Trustee
        or such Paying Agent the additional amounts required to be paid by this Section.
        The Company covenants to indemnify the Trustee and any Paying Agent for,
        and to
        hold them harmless against, any loss, liability or expense reasonably incurred
        without negligence or bad faith on their part arising out of or in connection
        with actions taken or omitted by any of them in reliance on any Officer’s
        Certificate furnished pursuant to this Section 10.6.

       

      Whenever
        in this Indenture there is mentioned, in any context, the payment of the
        principal of or any premium, interest or any other amounts on, or in respect
        of,
        any Securities of any series, such mention shall be deemed to include mention
        of
        the payment of additional amounts provided by the terms of such series
        established hereby or pursuant hereto to the extent that, in such context,
        additional amounts are, were or would be payable in respect thereof pursuant
        to
        such terms, and express mention of the payment of additional amounts (if
        applicable) in any provision hereof shall not be construed as excluding the
        payment of additional amounts in those provisions hereof where such express
        mention is not made.

       

      ARTICLE ELEVEN

      REDEMPTION
        OF SECURITIES

       

      Section 11.1. 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 3.1
        for
        Securities of any series) in accordance with this Article Eleven.

       

      
        
          
          

        

        
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      Section 11.2. Election
        to Redeem; Notice to Trustee. 

       

      The
        election of the Company to redeem any Securities shall be evidenced by a
        Board
        Resolution. In case of any redemption at the election of the Company of less
        than all the Securities of any series, the Company shall, at least 15 days
        prior
        to the last date for the giving of notice of such redemption (unless a shorter
        notice shall be satisfactory to the Trustee), notify the Trustee of such
        Redemption Date and of the principal amount of Securities of such series
        to be
        redeemed and, if applicable, of the tenor of the Securities to be redeemed.
        In
        the case of any redemption of Securities (a) prior to the expiration of any
        restriction on such redemption provided in the terms of such Securities or
        elsewhere in this Indenture or (b) pursuant to an election of the Company
        that
        is subject to a condition specified in the terms of the Securities of the
        series
        to be redeemed, the Company shall furnish the Trustee with an Officer’s
        Certificate evidencing compliance with such restriction or
        condition.

       

      Section 11.3. Selection
        by Trustee of Securities to Be Redeemed. 

       

      If
        less
        than all the Securities of any series are to be redeemed (unless all of the
        Securities of such series and of a specified tenor are to be redeemed), the
        particular Securities to be redeemed shall be selected not more than 45 days
        prior to the Redemption Date by the Trustee, from the Outstanding Securities
        of
        such series not previously called for redemption, by such method as the Trustee
        shall deem fair and appropriate and which may provide for the selection for
        redemption of portions (equal to the minimum authorized denomination for
        Securities of that series or any integral multiple thereof) of the principal
        amount of Securities of such series of a denomination larger than the minimum
        authorized denomination for Securities of that series.

       

      The
        Trustee shall promptly notify the Company in writing of the Securities selected
        for redemption and, in the case of any Securities selected for partial
        redemption, the principal amount thereof to be redeemed. If the Securities
        of
        any series to be redeemed consist of Securities having different dates on
        which
        the principal is payable or different rates of interest, or different methods
        by
        which interest may be determined or have any other different tenor or terms,
        then the Company may, by written notice to the Trustee, direct that the
        Securities of such series to be redeemed shall be selected from among the
        groups
        of such Securities having specified tenor or terms and the Trustee shall
        thereafter select the particular Securities to be redeemed in the manner
        set
        forth in the preceding paragraph from among the group of such Securities
        so
        specified.

       

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

       

      Section 11.4. Notice
        of Redemption. 

       

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

       

      All
        notices of redemption shall state:

       

      (a) the
        Redemption Date,

       

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

       

      
        
          
          

        

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

       

      (d) 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,

       

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

       

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

       

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

       

      Section 11.5. Deposit
        of Redemption Price. 

       

      Prior
        to
        any Redemption Date, the Company shall deposit with the Trustee or with a
        Paying
        Agent (or, if the Company is acting as its own Paying Agent, segregate and
        hold
        in trust as provided in Section 10.3)
        an
        amount of money sufficient to pay the Redemption Price of, and (except if
        the
        Redemption Date shall be an Interest Payment Date) accrued interest on, all
        the
        Securities which are to be redeemed on that date.

       

      Section 11.6. 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 with respect to Securities of any series as
        contemplated in Section 3.1,
        installments of interest whose Stated Maturity is on or prior to the Redemption
        Date shall be payable to the Holders of such Securities, or one or more
        Predecessor Securities, registered as such at the close of business on the
        relevant record dates according to their terms and the provisions of
Section 3.7.

       

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

       

      Section 11.7. 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, 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 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.

       

      
        
          
          

        

        
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      ARTICLE TWELVE

      SINKING
        FUNDS

       

      Section 12.1. Applicability
        of Article. 

       

      The
        provisions of this Article Twelve
        shall be
        applicable to any sinking fund for the retirement of Securities of a series
        except as otherwise specified as contemplated by Section 3.1
        for
        Securities of such series.

       

      The
        minimum amount of any sinking fund payment provided for by the terms of
        Securities of any series is herein referred to as a “mandatory sinking fund
        payment”, and any payment in excess of such minimum amount provided for by the
        terms of Securities of any series is herein referred to as an “optional sinking
        fund payment.” If provided for by the terms of Securities of any series, the
        cash amount of any sinking fund payment may be subject to reduction as provided
        in Section 12.2.
        Each
        sinking fund payment shall be applied to the redemption of Securities of
        any
        series as provided for by the terms of Securities of such series.

       

      Section 12.2. Satisfaction
        of Sinking Fund Payments with Securities. 

       

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

       

      Section 12.3. Redemption
        of Securities for Sinking Fund. 

       

      Not
        less
        than 45 days prior to each sinking fund payment date for any series of
        Securities (unless a shorter period shall be satisfactory to the Trustee),
        the
        Company will deliver to the Trustee an Officer’s Certificate specifying the
        amount of the next ensuing sinking fund payment for that series pursuant
        to the
        terms of that series, the portion thereof, if any, which is to be satisfied
        by
        payment of cash and the portion thereof, if any, which is to be satisfied
        by
        delivering and crediting Securities of that series pursuant to Section 12.2
        and
        stating the basis for such credit and that such Securities have not been
        previously so credited, and will also deliver to the Trustee any Securities
        to
        be so delivered. Not less than 30 days before each such sinking fund payment
        date the Trustee shall select the Securities to be redeemed upon such sinking
        fund payment date in the manner specified in Section 11.3
        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 11.4.
        Such
        notice having been duly given, the redemption of such Securities shall be
        made
        upon the terms and in the manner stated in Section 11.6
        and
Section 11.7.

       

      
        
          
          

        

        
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      ARTICLE THIRTEEN

      DEFEASANCE

       

      Section 13.1. Option
        to Effect Legal Defeasance or Covenant Defeasance.

       

      The
        Company may, at the option of its Board of Directors evidenced by a resolution
        set forth in an Officers’ Certificate, and at any time, elect to have either
Section 13.2
        or
Section 13.3
        hereof
        be applied to all outstanding Securities upon compliance with the conditions
        set
        forth below in this Article Thirteen.

       

      Section 13.2. Legal
        Defeasance
        and
        Discharge.

       

      Upon
        the
        Company’s exercise under Section 13.1
        hereof
        of the option applicable to this Section 13.2,
        the
        Company and each of the Guarantors will, subject to the satisfaction of the
        conditions set forth in Section 13.4
        hereof,
        be deemed to have been discharged from their obligations with respect to
        all
        outstanding Securities (including the Securities Guarantees) on the date
        the
        conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For
        this purpose, Legal Defeasance means that the Company and the Guarantors
        will be
        deemed to have paid and discharged the entire Debt represented by the
        outstanding Securities (including the Securities Guarantees), which will
        thereafter be deemed to be “outstanding” only for the purposes of Section 13.5
        hereof
        and the other sections of this Indenture referred to in clauses (a) and (b)
        below, and to have satisfied all their other obligations under such Securities,
        the Securities Guarantees and this Indenture (and the Trustee, on demand
        of and
        at the expense of the Company, shall execute proper instruments acknowledging
        the same), except for the following provisions which will survive until
        otherwise terminated or discharged hereunder:

       

      (a) the
        rights of Holders of Outstanding Securities to receive payments in respect
        of
        the principal of, or interest or premium, if any, on such Securities when
        such
        payments are due from the trust referred to in Section 13.4
        hereof;

       

      (b) the
        Company’s obligations with respect to such Securities under Section 3.4,
        Section 3.5,
        Section 3.6,
        Section 10.2
        and
Section 10.3
        hereof;

       

      (c) the
        rights, powers, trusts, duties and immunities of the Trustee hereunder and
        the
        Company’s and the Guarantors’ obligations in connection therewith;
        and

       

      (d) this
        Article Thirteen.

       

      Subject
        to compliance with this Article Thirteen,
        the
        Company may exercise its option under this Section 13.2
        notwithstanding the prior exercise of its option under Section 13.3
        hereof.

       

      Section 13.3. Covenant
        Defeasance.

       

      Upon
        the
        Company’s exercise under Section 13.1
        hereof
        of the option applicable to this Section 13.3,
        the
        Company and each of the Guarantors will, subject to the satisfaction of the
        conditions set forth in Section 13.4
        hereof,
        be released from each of their obligations under the covenants contained
        in
Section 7.4,
        Section 8.1
        and
Section 10.4
        hereof
        as well as any Additional Defeasible Provisions (such release and termination
        hereinafter referred to as “Covenant
        Defeasance”),
        and
        the Securities will thereafter be deemed not “outstanding” for the purposes of
        any direction, waiver, consent or declaration or act of Holders (and the
        consequences of any thereof) in connection with such covenants, but will
        continue to be deemed “outstanding” for all other purposes hereunder (it being
        understood that such Securities will not be deemed outstanding for accounting
        purposes). For this purpose, Covenant Defeasance means that, with respect
        to the
        outstanding Securities and Securities Guarantees, the Company and the Guarantors
        may omit to comply with and will have no liability in respect of any term,
        condition or limitation set forth in any such covenant, whether directly
        or
        indirectly, by reason of any reference elsewhere herein to any such covenant
        or
        by reason of any reference in any such covenant to any other provision herein
        or
        in any other document and such omission to comply will not constitute a Default
        or an Event of Default under Section 5.1
        hereof,
        but, except as specified above, the remainder of this Indenture and such
        Securities and Securities Guarantees will be unaffected thereby. In addition,
        upon the Company’s exercise under Section 13.1
        hereof
        of the option applicable to this Section 13.3
        hereof,
        subject to the satisfaction of the conditions set forth in Section 13.4
        hereof,
Section 5.1(c)
        and
Section 5.1(d)
        hereof
        and will not constitute Events of Default.

       

      
        
          
          

        

        
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      Section 13.4. Conditions
        to Legal or Covenant Defeasance.

       

      In
        order
        to exercise either Legal Defeasance or Covenant Defeasance under either
Section 13.2
        or
Section 13.3
        hereof:

       

      (a) the
        Company must irrevocably deposit with the Trustee, in trust, for the benefit
        of
        the Holders of the Securities, cash in U.S. dollars, non-callable U.S.
        Government Obligations, or a combination of cash in U.S. dollars and
        non-callable U.S. Government Obligations, in such amounts as will be sufficient,
        in the opinion of a nationally recognized investment bank, appraisal firm,
        or
        firm of independent public accountants to pay the principal of, or interest
        and
        premium, if any, on the Outstanding Securities on the stated date for payment
        thereof or on the applicable redemption date, as the case may be, and the
        Company must specify whether the Securities are being defeased to such stated
        date for payment or to a particular redemption date;

       

      (b) in
        the
        case of an election under Section 13.2
        hereof,
        the Company must deliver to the Trustee an Opinion of Counsel confirming
        that:

       

      (i) the
        Company has received from, or there has been published by, the Internal Revenue
        Service a ruling; or

       

      (ii) since
        the
        Issue Date, there has been a change in the applicable federal income tax
        law,

       

      in
        either
        case to the effect that, and based thereon such Opinion of Counsel will confirm
        that, the Holders of the Outstanding Securities will not recognize income,
        gain
        or loss for federal income tax purposes as a result of such Legal Defeasance
        and
        will be subject to federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such Legal Defeasance
        had
        not occurred;

       

      (c) in
        the
        case of an election under Section 13.3
        hereof,
        the Company must deliver to the Trustee an Opinion of Counsel confirming
        that
        the Holders of the Outstanding Securities will not recognize income, gain
        or
        loss for federal income tax purposes as a result of such Covenant Defeasance
        and
        will be subject to federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such Covenant Defeasance
        had not occurred;

       

      (d) no
        Default or Event of Default has occurred and is continuing on the date of
        such
        deposit (other than a Default or Event of Default resulting from the borrowing
        of funds to be applied to such deposit);

       

      
        
          
          

        

        
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      (e) the
        deposit will not result in a breach or violation of, or constitute a default
        under, any other instrument to which the Company or any Guarantor is a party
        or
        by which the Company or any Guarantor is bound;

       

      (f) such
        Legal Defeasance or Covenant Defeasance will not result in a breach or violation
        of, or constitute a default under, any material agreement or instrument (other
        than this Indenture) to which the Company or any of its Subsidiaries is a
        party
        or by which the Company or any of its Subsidiaries is bound;

       

      (g) the
        Company must deliver to the Trustee an Officers’ Certificate stating that the
        deposit was not made by the Company with the intent of preferring the Holders
        of
        Securities over the other creditors of the Company with the intent of defeating,
        hindering, delaying or defrauding any other creditors of the Company or
        others;

       

      (h) the
        Company must deliver to the Trustee an Officers’ Certificate, stating that all
        conditions precedent set forth in clauses (a) through (g) of this Section 13.4
        have
        been complied with; and

       

      (i) the
        Company must deliver to the Trustee an Opinion of Counsel (which Opinion
        of
        Counsel may be subject to customary assumptions, qualifications and exclusions),
        stating that all conditions precedent set forth in clauses (b), (c) and (e)
        of
        this Section 13.4
        have
        been complied with; provided
        that the
        Opinion of Counsel with respect to clause (e) of this Section 13.4
        may be
        to the knowledge of such counsel.

       

      Section 13.5. Deposited
        Money and U.S. Government Obligations to be Held in
        Trust,
        Other
        Miscellaneous Provisions.

       

      Subject
        to Section 13.6
        hereof,
        all money and non-callable U.S. Government Obligation (including the proceeds
        thereof) deposited with the Trustee (or other qualifying trustee, collectively
        for purposes of this Section 13.5,
        the
“Trustee”)
        pursuant to Section 13.4
        hereof
        in respect of the Outstanding Securities will 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 Paying Agent
        (including the Company acting as 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, premium, if any, and interest, but such money need
        not be
        segregated from other funds except to the extent required by law.

       

      The
        Company will pay and indemnify the Trustee against any tax, fee or other
        charge
        imposed on or assessed against the cash or non-callable U.S. Government
        Obligations deposited pursuant to Section 13.4
        hereof
        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
        the
        Outstanding Securities.

       

      Notwithstanding
        anything in this Article Thirteen
        to the
        contrary, the Trustee will deliver or pay to the Company from time to time
        upon
        the request of the Company any money or non-callable U.S. Government Obligations
        held by it as provided in Section 13.4
        hereof
        which, in the opinion of a nationally recognized firm of independent public
        accountants expressed in a written certification thereof delivered to the
        Trustee (which may be the opinion delivered under Section 13.4(a)
        hereof),
        are in excess of the amount thereof that would then be required to be deposited
        to effect an equivalent Legal Defeasance or Covenant Defeasance.

       

      
        
          
          

        

        
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      Section 13.6. Repayment.

       

      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, premium, if any, or interest on
        any
        Security and remaining unclaimed for two years after such principal, premium,
        if
        any, or interest has become due and payable shall be paid to the Company
        on its
        request or (if then held by the Company) will be discharged from such trust;
        and
        the Holder of such Security will thereafter be permitted to 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, will 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 the
        New York Times and The Wall Street Journal (national edition), notice that
        such
        money remains unclaimed and that, after a date specified therein, which will
        not
        be less than 30 days from the date of such notification or publication, any
        unclaimed balance of such money then remaining will be repaid to the
        Company.

       

      Section 13.7. Reinstatement.

       

      If
        the
        Trustee or Paying Agent is unable to apply any United States dollars or
        non-callable U.S. Government Obligations in accordance with Section 13.2
        or
Section 13.3
        hereof,
        as the case may be, by reason of any order or judgment of any court or
        governmental authority enjoining, restraining or otherwise prohibiting such
        application, then the Company’s and the Guarantors’ obligations under this
        Indenture and the Securities and the Securities Guarantees will be revived
        and
        reinstated as though no deposit had occurred pursuant to Section 13.2
        or
Section 13.3
        hereof
        until such time as the Trustee or Paying Agent is permitted to apply all
        such
        money in accordance with Section 13.2
        or
Section 13.3
        hereof,
        as the case may be; provided,
        however,
        that,
        if the Company makes any payment of principal of, premium, if any, or interest
        on any Note following the reinstatement of its obligations, the Company will
        be
        subrogated to the rights of the Holders of such Securities to receive such
        payment from the money held by the Trustee or Paying Agent.

       

      ARTICLE FOURTEEN

      GUARANTEE
        OF SECURITIES

       

      Section 14.1. Securities
        Guarantee. 

       

      (a) Subject
        to the other provisions of this Article Fourteen,
        each of
        the Guarantors hereby jointly and severally, guarantees to each Holder of
        a
        Security of each series to which this Article Fourteen
        has been
        made applicable as provided in Section 3.1(t)
        (the
        Securities of such series being referred to herein as the “Guaranteed
        Securities”) (which Security has been authenticated and delivered by the
        Trustee), and to the Trustee and its successors and assigns, irrespective
        of the
        validity and enforceability of this Indenture, the Guaranteed Securities,
        the
        obligations of the Company hereunder or thereunder, that:

       

      (i) the
        principal of, premium, if any, and interest on the Guaranteed Securities
        will be
        promptly paid in full when due, whether at maturity, by acceleration, redemption
        or otherwise, and interest on the overdue principal of and interest on the
        Guaranteed Securities, if any, if lawful, and all other obligations of the
        Company to the Holders of Guaranteed Securities, or the Trustee hereunder
        or
        thereunder will be promptly paid in full or performed, all in accordance
        with
        the terms hereof and thereof; and

       

      
        
          
          

        

        
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      (ii) in
        case
        of any extension of time of payment or renewal of any Guaranteed Securities
        or
        any of such other obligations, that same will be promptly paid in full when
        due
        or performed in accordance with the terms of the extension or renewal, whether
        at stated maturity, by acceleration or otherwise.

       

      Failing
        payment when due of any amount so guaranteed or any performance so guaranteed
        for whatever reason, the Guarantors will be jointly and severally obligated
        to
        pay the same immediately. Each Guarantor agrees that this is a guarantee
        of
        payment and not a guarantee of collection.

       

      (b) To
        the
        extent permissible under applicable law, the
        obligations of the Guarantors under this Securities Guarantee are
        unconditional, irrespective of the validity, regularity or enforceability
        of the
        Guaranteed Securities or this Indenture, the absence of any action to enforce
        the same, any waiver or consent by any Holder of the Guaranteed Securities
        with
        respect to any provisions hereof or thereof, the recovery of any judgment
        against the Company, any action to enforce the same or any other circumstance
        which might otherwise constitute a legal or equitable discharge or defense
        of a
        guarantor. To the extent permitted by applicable law, each Guarantor hereby
        waives diligence, presentment, demand of payment, 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, notice and all demands whatsoever
        and covenant that this Securities Guarantee will not be discharged except
        by
        complete performance of the obligations contained in the Guaranteed Securities
        and this Indenture.

       

      (c) If
        any
        Holder or the Trustee is required by any court or otherwise to return to
        the
        Company, the Guarantors or any custodian, trustee, liquidator or other similar
        official acting in relation to either the Company or the Guarantors, any
        amount
        paid by either to the Trustee or such Holder, this Securities Guarantee,
        to the
        extent theretofore discharged, will be reinstated in full force and
        effect.

       

      (d) Each
        Guarantor agrees that it will not be entitled to any right of subrogation
        in
        relation to the Holders in respect of any obligations guaranteed hereby until
        payment in full of all obligations guaranteed hereby. Each Guarantor further
        agrees that, to the extent permitted by applicable law, as between the
        Guarantors, on the one hand, and the Holders of Guaranteed Securities and
        the
        Trustee, on the other hand, (1) the maturity of the obligations guaranteed
        hereby may be accelerated as provided in Article Five
        hereof
        for the purposes of this Securities Guarantee, notwithstanding any stay,
        injunction or other prohibition preventing such acceleration in respect of
        the
        obligations guaranteed hereby, and (2) in the event of any declaration of
        acceleration of such obligations as provided in Article Five
        hereof,
        such obligations (regardless of whether due and payable) will forthwith become
        due and payable by the Guarantors for the purpose of this Securities Guarantee.
        The Guarantors will have the right to seek contribution from any non-paying
        Guarantor so long as the exercise of such right does not impair the rights
        of
        the Holders under the Securities Guarantee.

       

      Section 14.2. Limitation
        on Guarantor Liability.
        

       

      Each
        Guarantor, and by its acceptance of Guaranteed Securities, each Holder thereof,
        hereby confirms that it is the intention of all such parties that the Securities
        Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
        for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
        Uniform Fraudulent Transfer Act or any similar federal or state law to the
        extent applicable to any Securities Guarantee. To effectuate the foregoing
        intention, the Trustee, to the extent permitted under applicable law, the
        Holders and each Guarantor hereby irrevocably agree that the obligations
        of such
        Guarantor will be limited to the maximum amount that will, after giving effect
        to such maximum amount and all other contingent and fixed liabilities of
        such
        Guarantor that are relevant under such laws, and after giving effect to any
        collections from, rights to receive contribution from or payments made by
        or on
        behalf of any other Guarantor in respect of the obligations of such other
        Guarantor under this Article Fourteen,
        result
        in the obligations of such Guarantor under its Securities Guarantee not
        constituting a fraudulent transfer or conveyance.

       

      
        
          
          

        

        
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      Section 14.3. Execution
        and Delivery of Securities Guarantee Notation.

       

      To
        evidence its Securities Guarantee set forth in Section 14.1
        hereof,
        each Guarantor hereby agrees that a notation of such Securities Guarantee
        substantially in the form set forth in Section 2.3
        or
        established pursuant to a Board Resolution or in a supplemental indenture,
        in
        accordance with the provisions of Section 2.1,
        will be
        endorsed by an officer of such Guarantor on each Guaranteed Security
        authenticated and delivered by the Trustee and that this Indenture will be
        executed on behalf of such Guarantor by one of its officers.

       

      Each
        Guarantor hereby agrees that its Securities Guarantee set forth in Section 14.1
        hereof
        will remain in full force and effect notwithstanding any failure to endorse
        on
        each Guaranteed Security a notation of such Securities Guarantee.

       

      If
        an
        officer whose signature is on this Indenture or on the Securities Guarantee
        no
        longer holds that office at the time the Trustee authenticates the Guaranteed
        Security on which a Securities Guarantee is endorsed, the Securities Guarantee
        will be valid nevertheless.

       

      The
        delivery of any Guaranteed Security by the Trustee, after the authentication
        thereof hereunder, will constitute due delivery of the Securities Guarantee
        of
        such Guaranteed Security set forth in this Indenture on behalf of the
        Guarantors.

       

      ARTICLE FIFTEEN

      SUBORDINATION
        OF SECURITIES

       

      Section 15.1. Securities
        Subordinated to Senior Debt.

       

      The
        Company and the Trustee each covenants and agrees, and each Holder, by its
        acceptance of a Security, likewise covenants and agrees that all Securities
        shall be issued subject to the provisions of this Article Fifteen;
        and
        each Person holding any Security, whether upon original issue or upon transfer,
        assignment or exchange thereof, accepts and agrees that the payment of the
        principal of, interest and premium, if any, on each and all of the Securities
        shall, to the extent and in the manner set forth in this Article Fifteen,
        be
        subordinated in right of payment to the prior payment in full, in cash or
        cash
        equivalents, of all existing and future Senior Debt.

       

      Section 15.2. No
        Payment on Securities in Certain Circumstances.

       

      (a) No
        direct
        or indirect payment by or on behalf of the Company of the principal of, interest
        and premium, if any, on each and all of the Securities (other than with the
        money, securities or proceeds held under any defeasance trust established
        in
        accordance with this Indenture), whether pursuant to the terms of the Securities
        or upon acceleration or otherwise shall be made if, at the time of such payment,
        there exists a default in the payment of all or any portion of the obligations
        on any Senior Debt and such default shall not have been cured or waived or
        the
        benefits of this sentence waived by or on behalf of the holders of such Senior
        Debt. 

       

      
        
          
          

        

        
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      (b) During
        the continuance of any other event of default with respect to any Designated
        Senior Debt pursuant to which the maturity thereof may be accelerated, upon
        receipt by the Trustee of written notice from the trustee or other
        representative for the holders of such Designated Senior Debt (or the holders
        of
        at least a majority in principal amount of such Designated Senior Debt then
        outstanding), no payment of the principal of, interest or premium, if any,
        on
        each and all of the Securities (other than with the money, securities or
        proceeds held under any defeasance trust established in accordance with this
        Indenture) may be made by or on behalf of the Company upon or in respect
        of the
        Securities for a period (a “Payment Blockage Period”) commencing on the date of
        receipt of such notice and ending 179 days thereafter (unless, in each case,
        such Payment Blockage Period has been terminated by written notice to the
        Trustee from such trustee of, or other representatives for, such holders
        or by
        payment in full in cash or cash equivalents of such Designated Senior Debt
        or
        such event of default has been cured or waived). Not more than one Payment
        Blockage Period may be commenced with respect to the Securities during any
        period of 360 consecutive days. Notwithstanding anything in this Indenture
        to
        the contrary, there must be 180 consecutive days in any 360-day period in
        which
        no Payment Blockage Period is in effect. No event of default that existed
        or was
        continuing (it being acknowledged that any subsequent action that would give
        rise to an event of default pursuant to any provision under which an event
        of
        default previously existed or was continuing shall constitute a new event
        of
        default for this purpose) on the date of the commencement of any Payment
        Blockage Period with respect to the Designated Senior Debt initiating such
        Payment Blockage Period shall be, or shall be made, the basis for the
        commencement of a second Payment Blockage Period by the trustee or other
        representative for the holders of such Designated Senior Debt, whether or
        not
        within a period of 360 consecutive days, unless such event of default shall
        have
        been cured or waived for a period of not less than 90 consecutive
        days.

       

      (c) In
        the
        event that, notwithstanding the foregoing, any payment shall be received
        by the
        Trustee or any Holder when such payment is prohibited by clause (a) or (b)
        above, the Trustee shall promptly notify the holders of Senior Debt of such
        prohibited payment and such payment shall be held in trust for the benefit
        of,
        and shall be paid over or delivered to, the holders of Senior Debt or their
        respective representatives, or to the trustee or trustees under any indenture
        pursuant to which any of such Senior Debt may have been issued, as their
        respective interests may appear, but only to the extent that, upon notice
        from
        the Trustee to the holders of Senior Debt that such prohibited payment has
        been
        made, the holders of the Senior Debt (or their representative or representatives
        of a trustee) within 30 days of receipt of such notice from the Trustee notify
        the Trustee of the amounts then due and owing on the Senior Debt, if any,
        and
        only the amounts specified in such notice to the Trustee shall be paid to
        the
        holders of Senior Debt and any excess above such amounts due and owing on
        Senior
        Debt shall be paid to the Company.

       

      Section 15.3. Payment
        over Proceeds upon Dissolution, Etc.

       

      (a) Upon
        any
        payment or distribution of assets or securities of the Company of any kind
        or
        character, whether in cash, property or securities (other than with the money,
        securities or proceeds held under any defeasance trust established in accordance
        with this Indenture), in connection with any dissolution or winding up or
        total
        or partial liquidation or reorganization of the Company, whether voluntary
        or
        involuntary, or in bankruptcy, insolvency, receivership or other proceedings
        or
        other marshalling of assets for the benefit of creditors, all amounts due
        or to
        become due upon all Senior Debt shall first be paid in full, in cash or cash
        equivalents, before the Holders or the Trustee on their behalf shall be entitled
        to receive any payment by (or on behalf of) the Company on account of the
        Securities, or any payment to acquire any of the Securities for cash, property
        or securities, or any distribution with respect to the Securities of any
        cash,
        property or securities. Before any payment may be made by, or on behalf of,
        the
        Company on any Security (other than with the money, securities or proceeds
        held
        under any defeasance trust established in accordance with this Indenture),
        in
        connection with any such dissolution, winding up, liquidation or reorganization,
        any payment or distribution of assets or securities for the Company of any
        kind
        or character, whether in cash, property or securities, to which the Holders
        or
        the Trustee on their behalf would be entitled, but for the provisions of
        this
Article Fifteen,
        shall
        be made by the Company or by any receiver, trustee in bankruptcy, liquidating
        trustee, agent or other similar Person making such payment or distribution
        or by
        the Holders or the Trustee if received by them or it, directly to the holders
        of
        Senior Debt (pro rata to such holders on the basis of the respective amounts
        of
        Senior Debt held by such holders) or their representatives or to any trustee
        or
        trustees under any indenture pursuant to which any such Senior Debt may have
        been issued, as their respective interests appear, to the extent necessary
        to
        pay all such Senior Debt in full, in cash or cash equivalents, after giving
        effect to any concurrent payment, distribution or provision therefor to or
        for
        the holders of such Senior Debt. 

       

      
        
          
          

        

        
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      (b) To
        the
        extent any payment of Senior Debt (whether by or on behalf of the Company,
        as
        proceeds of security or enforcement of any right of setoff or otherwise)
        is
        declared to be fraudulent or preferential, set aside or required to be paid
        to
        any receiver, trustee in bankruptcy, liquidating trustee, agent or other
        similar
        Person under any bankruptcy, insolvency, receivership, fraudulent conveyance
        or
        similar law, then if such payment is recovered by, or paid over to, such
        receiver, trustee in bankruptcy, liquidating trustee or other similar Person,
        the Senior Debt or part thereof originally intended to be satisfied shall
        be
        deemed to be reinstated and outstanding as if such payment had not occurred.
        To
        the extent the obligation to repay any Senior Debt is declared to be fraudulent,
        invalid, or otherwise set aside under any bankruptcy, insolvency, receivership,
        fraudulent conveyance or similar law, then the obligation so declared
        fraudulent, invalid or otherwise set aside (and all other amounts that would
        come due with respect thereto had such obligation not been so affected) shall
        be
        deemed to be reinstated and outstanding as Senior Debt for all purposes hereof
        as if such declaration, invalidity or setting aside had not
        occurred.

       

      (c) In
        the
        event that, notwithstanding the provision in clause (a) above prohibiting
        such payment or distribution, any payment or distribution of assets or
        securities of the Company of any kind or character, whether in cash, property
        or
        securities, shall be received by the Trustee or any Holder at a time when
        such
        payment or distribution is prohibited by clause (a) above and before all
        obligations in respect of Senior Debt are paid in full, in cash or cash
        equivalents, such payment or distribution shall be received and held in trust
        for the benefit of, and shall be paid over or delivered to, the holders of
        Senior Debt (pro rata to such holders on the basis of the respective amounts
        of
        Senior Debt held by such holders) or their representatives or to any trustee
        or
        trustees under any indenture pursuant to which any such Senior Debt may have
        been issued, as their respective interests appear, for application to the
        payment of all such Senior Debt remaining unpaid, in cash or cash equivalents,
        after giving effect to any concurrent payment, distribution or provision
        therefor to or for the holders of such Senior Debt.

       

      (d) For
        purposes of this Section 15.3,
        the
        words “cash, property or securities” shall not be deemed to include, so long as
        the effect of this clause is not to cause the Securities to be treated in
        any
        case or proceeding or similar event described in this Section 15.3
        as part
        of the same class of claims as the Senior Debt or any class of claims
pari
        passu
        with, or
        senior to, the Senior Debt for any payment or distribution, securities of
        the
        Company or any other Person provided for by a plan of reorganization or
        readjustment that are subordinated, at least to the extent that the Securities
        are subordinated, to the payment of all Senior Debt then outstanding;
provided
        that
        (i) if a new Person results from such reorganization or readjustment, such
        Person assumes the Senior Debt and (ii) the rights of the holders of the
        Senior Debt are not, without the consent of such holders, altered by such
        reorganization or readjustment. The consolidation of the Company with, or
        the
        merger of the Company with or into, another Person or the liquidation or
        dissolution of the Company following the sale, conveyance, transfer, lease
        or
        other disposition of all or substantially all of its property and assets
        to
        another Person upon the terms and conditions provided in Section 8.1
        of this
        Indenture shall not be deemed a dissolution, winding up, liquidation or
        reorganization for the purposes of this Section 15.3
        if such
        other Person shall, as a part of such consolidation, merger, sale, conveyance,
        transfer, lease or other disposition, comply (to the extent required) with
        the
        conditions stated in Section 8.1
        of this
        Indenture.

       

      
        
          
          

        

        
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      Section 15.4. Subrogation.

       

      (a) Upon
        the
        payment in full of all Senior Debt in cash or cash equivalents, the Holders
        shall be subrogated to the rights of the holders of Senior Debt to receive
        payments or distributions of cash, property or securities of the Company
        made on
        such Senior Debt until the principal of, premium, if any, and interest on
        the
        Securities shall be paid in full; and, for the purposes of such subrogation,
        no
        payments or distributions to the holders of the Senior Debt of any cash,
        property or securities to which the Holders or the Trustee on their behalf
        would
        be entitled except for the provisions of this Article Fifteen,
        and no
        payment pursuant to the provisions of this Article Fifteen
        to the
        holders of Senior Debt by the Holders or the Trustee on their behalf shall,
        as
        between the Company, its creditors other than holders of Senior Debt, and
        the
        Holders, be deemed to be a payment by the Company to or on account of the
        Senior
        Debt. It is understood that the provisions of this Article Fifteen
        are
        intended solely for the purpose of defining the relative rights of the Holders,
        on the one hand, and the holders of the Senior Debt, on the other
        hand.

       

      (b) If
        any
        payment or distribution to which the Holders would otherwise have been entitled
        but for the provisions of this Article Fifteen
        shall
        have been applied, pursuant to the provisions of this Article Fifteen,
        to the
        payment of all amounts payable under Senior Debt, then, and in such case,
        the
        Holders shall be entitled to receive from the holders of such Senior Debt
        any
        payments or distributions received by such holders of Senior Debt in excess
        of
        the amount required to make payment in full, in cash or cash equivalents,
        of
        such Senior Debt of such holders. 

       

      Section 15.5. Obligations
        of Company Unconditional.

       

      (a) Nothing
        contained in this Article Fifteen
        or
        elsewhere in this Indenture or in the Securities is intended to or shall
        impair,
        as among the Company and the Holders, the obligation of the Company, which
        is
        absolute and unconditional, to pay to the Holders the principal of, premium,
        if
        any, and interest on the Securities as and when the same shall become due
        and
        payable in accordance with their terms, or is intended to or shall affect
        the
        relative rights of the Holders and creditors of the Company other than the
        holders of the Senior Debt, nor shall anything herein or therein prevent
        the
        Holders or the Trustee on their behalf from exercising all remedies otherwise
        permitted by applicable law upon default under this Indenture, subject to
        the
        rights, if any, under this Article Fifteen
        of the
        holders of the Senior Debt.

       

      (b) Without
        limiting the generality of the foregoing, nothing contained in this Article Fifteen
        will
        restrict the right of the Trustee or the Holders to take any action to declare
        the Securities to be due and payable prior to their Stated Maturity pursuant
        to
Section 5.1
        of this
        Indenture or to pursue any rights or remedies hereunder; provided,
        however,
        that
        all Senior Debt then due and payable or thereafter declared to be due and
        payable shall first be paid in full, in cash or cash equivalents, before
        the
        Holders or the Trustee are entitled to receive any direct or indirect payment
        from the Company with respect to any Security.

       

      
        
          
          

        

        
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      Section 15.6. Notice
        to Trustee.

       

      (a) The
        Company shall give prompt written notice to the Trustee of any fact known
        to the
        Company that would prohibit the making of any payment to or by the Trustee
        in
        respect of the Securities pursuant to the provisions of this Article Fifteen.
        The
        Trustee shall not be charged with the knowledge of the existence of any default
        or event of default with respect to any Senior Debt or of any other facts
        that
        would prohibit the making of any payment to or by the Trustee unless and
        until
        the Trustee shall have received notice in writing at its Corporate Trust
        Office
        to that effect signed by an Officer of the Company, or by a holder of Senior
        Debt or trustee or agent thereof; and prior to the receipt of any such written
        notice, the Trustee shall, subject to Article Six,
        be
        entitled to assume that no such facts exist; provided
        that,
        if
        the Trustee shall not have received the notice provided for in this Section 15.6
        at least
        two Business Days prior to the date upon which, by the terms of this Indenture,
        any monies shall become payable for any purpose (including, without limitation,
        the payment of the principal of, premium, if any, or interest on any Security),
        then, notwithstanding anything herein to the contrary, the Trustee shall
        have
        full power and authority to receive any monies from the Company and to apply
        the
        same to the purpose for which they were received, and shall not be affected
        by
        any notice to the contrary that may be received by it on or after such prior
        date except for an acceleration of the Securities prior to such application.
        Nothing contained in this Section 15.6
        shall
        limit the right of the holders of Senior Debt to recover payments as
        contemplated by this Article Fifteen.
        The
        foregoing shall not apply if the Paying Agent is the Company. The Trustee
        shall
        be entitled to rely on the delivery to it of a written notice by a Person
        representing himself or itself to be a holder of any Senior Debt (or a trustee
        on behalf of, or other representative of, such holder) to establish that
        such
        notice has been given by a holder of such Senior Debt or a trustee or
        representative on behalf of any such holder.

       

      (b) In
        the
        event that the Trustee determines in good faith that any evidence is required
        with respect to the right of any Person as a holder of Senior Debt to
        participate in any payment or distribution pursuant to this Article Fifteen,
        the
        Trustee may request such Person to furnish evidence to the reasonable
        satisfaction of the Trustee as to the amount of Senior Debt 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 Fifteen
        and, if
        such evidence is not furnished to the Trustee, the Trustee may defer any
        payment
        to such Person pending judicial determination as to the right of such Person
        to
        receive such payment.

       

      Section 15.7. Reliance
        on Judicial Order or Certificate of Liquidating Agent.

       

      Upon
        any
        payment or distribution of assets or securities referred to in this Article Fifteen,
        the
        Trustee and the Holders shall be entitled to rely upon any order or decree
        made
        by any court of competent jurisdiction in which bankruptcy, dissolution,
        winding
        up, liquidation or reorganization proceedings are pending, or upon a certificate
        of the receiver, trustee in bankruptcy, liquidating trustee, agent or other
        similar Person making such payment or distribution, delivered to the Trustee
        or
        to the Holders for the purpose of ascertaining the persons entitled to
        participate in such distribution, the holders of the Senior Debt and other
        Debt
        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 Fifteen.
        

       

      
        
          
          

        

        
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      Section 15.8. Trustee’s
        Relation to Senior Debt.

       

      (a) The
        Trustee and any Paying Agent shall be entitled to all the rights set forth
        in
        this Article Fifteen
        with
        respect to any Senior Debt that may at any time be held by it in its individual
        or any other capacity to the same extent as any other holder of Senior Debt
        and
        nothing in this Indenture shall deprive the Trustee or any Paying Agent of
        any
        of its rights as such holder. 

       

      (b) With
        respect to the holders of Senior Debt, the Trustee undertakes to perform
        or to
        observe only such of its covenants and obligations as are specifically set
        forth
        in this Article Fifteen,
        and no
        implied covenants or obligations with respect to the holders of Senior Debt
        shall be read into this Indenture against the Trustee. The Trustee shall
        not be
        deemed to owe any fiduciary duty to the holders of Senior Debt (except as
        provided in Section 15.2
        and
Section 15.3
        of this
        Indenture) and shall not be liable to any such holders if the Trustee shall
        in
        good faith mistakenly pay over or distribute to Holders of Securities or
        to the
        Company or to any other person cash, property or securities to which any
        holders
        of Senior Debt shall be entitled by virtue of this Article Fifteen
        or
        otherwise.

       

      Section 15.9. Subordination
        Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
        Debt.

       

      No
        right
        of any present or future holders of any Senior Debt to enforce subordination
        as
        provided in this Article Fifteen
        will 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 of this
        Indenture, regardless of any knowledge thereof that any such holder may have
        or
        otherwise be charged with. The provisions of this Article Fifteen
        are
        intended to be for the benefit of, and shall be enforceable directly by,
        the
        holders of Senior Debt.

       

      Section 15.10. Holders
        Authorize Trustee to Effectuate Subordination of Securities.

       

      Each
        Holder by his acceptance of any Securities authorizes and expressly directs
        the
        Trustee on his behalf to take such action as may be necessary or appropriate
        to
        effectuate the subordination provided in this Article Fifteen,
        and
        appoints the Trustee his attorney-in-fact for such purposes, including, in
        the
        event of any dissolution, winding up, liquidation or reorganization of the
        Company (whether in bankruptcy, insolvency, receivership, reorganization
        or
        similar proceedings or upon an assignment for the benefit of creditors or
        otherwise) tending towards liquidation of the property and assets of the
        Company, the filing of a claim for the unpaid balance of its Securities in
        the
        form required in those proceedings. If the Trustee does not file a proper
        claim
        or proof in indebtedness in the form required in such proceeding at least
        30
        days before the expiration of the time to file such claim or claims, each
        holder
        of Senior Debt is hereby authorized to file an appropriate claim for and
        on
        behalf of the Holders.

       

      Section 15.11. Not
        to
        Prevent Events of Default.

       

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

       

      Section 15.12. Trustee’s
        Compensation Not Prejudiced.

       

      Nothing
        in this Article Fifteen
        will
        apply to amounts due to the Trustee pursuant to other sections of this
        Indenture, including Section 6.7.

       

      
        
          
          

        

        
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      Section 15.13. No
        Waiver of Subordination Provisions.

       

      Without
        in any way limiting the generality of Section 15.9,
        the
        holders of Senior Debt may, at any time and from time to time, without the
        consent of or notice to the Trustee or the Holders, without incurring
        responsibility to the Holders and without impairing or releasing the
        subordination provided in this Article Fifteen
        or the
        obligations hereunder of the Holders to the holders of Senior Debt, do any
        one
        or more of the following: (a) change the manner, place or terms of payment
        or
        extend the time of payment of, or renew or alter, Senior Debt or any instrument
        evidencing the same or any agreement under which Senior Debt is outstanding
        or
        secured; (b) sell, exchange, release or otherwise deal with any property
        pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person
        liable in any manner for the collection of Senior Debt; and (d) exercise
        or
        refrain from exercising any rights against the Company and any other
        Person.

       

      Section 15.14. Payments
        May Be Paid Prior to Dissolution.

       

      Nothing
        contained in this Article Fifteen
        or
        elsewhere in this Indenture shall prevent (i) the Company, except under the
        conditions described in Section 15.2
        or
Section 15.3,
        from
        making payments of principal of, premium, if any, and interest on the
        Securities, or from depositing with the Trustee any money for such payments,
        or
        (ii) the application by the Trustee of any money deposited with it for the
        purpose of making such payments of principal of, premium, if any, and interest
        on the Securities to the holders entitled thereto unless, at least two Business
        Days prior to the date upon which such payment becomes due and payable, the
        Trustee shall have received the written notice provided for in Section 15.2(b)
        of this
        Indenture (or there shall have been an acceleration of the Securities prior
        to
        such application) or in Section 15.15 of this Indenture. The Company shall
        give
        prompt written notice to the Trustee of any dissolution, winding up, liquidation
        or reorganization of the Company.

       

      Section 15.15. Trust
        Moneys Not Subordinated.

       

      Notwithstanding
        anything contained herein to the contrary, payments from money or the proceeds
        of U.S. Government Obligations held in trust under Article Four
        by the
        Trustee for the payment of principal of, premium, if any, and interest on
        the
        Securities shall not be subordinated to the prior payment of any Senior Debt
        (provided that, at the time deposited, such deposit did not violate any then
        outstanding Senior Debt), and none of the Holders shall be obligated to pay
        over
        any such amount to any holder of Senior Debt.

       

      ARTICLE SIXTEEN

      SUBORDINATION
        OF SECURITIES GUARANTEES

       

      Section 16.1. Securities
        Guarantees Subordinated to Guarantor Senior Debt.

       

      Each
        Guarantor and the Trustee each covenants and agrees, and each Holder, by
        its
        acceptance of a Securities Guarantee, likewise covenants and agrees that
        all
        Securities Guarantees shall be issued subject to the provisions of this
Article Sixteen;
        and
        each Person holding any Security, whether upon original issue or upon transfer,
        assignment or exchange thereof, accepts and agrees that the payment of the
        principal of and premium, if any, and interest on each and all of the Securities
        shall, to the extent and in the manner set forth in this Article Sixteen,
        be
        subordinated in right of payment to the prior payment in full, in cash or
        cash
        equivalents, of all existing and future Guarantor Senior Debt of such Guarantor.
        

       

      
        
          
          

        

        
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      Section 16.2. No
        Payment on Securities Guarantees in Certain Circumstances.
        

       

      (a) No
        direct
        or indirect payment by or on behalf of any principal of and premium, if any,
        and
        interest on each and all of the Securities (other than with the money,
        securities or proceeds held under any defeasance trust established in accordance
        with this Indenture), whether pursuant to the terms of the Securities Guarantees
        or upon acceleration or otherwise shall be made if, at the time of such payment,
        there exists a default in the payment of all or any portion of the obligations
        on any Guarantor Senior Debt of such Guarantor and such default shall not
        have
        been cured or waived or the benefits of this sentence waived by or on behalf
        of
        the holders of such Guarantor Senior Debt.

       

      (b) During
        the continuance of any other event of default with respect to any Designated
        Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated,
        upon receipt by the Trustee of written notice from the trustee or other
        representative for the holders of such Designated Guarantor Senior Debt (or
        the
        holders of at least a majority in principal amount of such Designated Guarantor
        Senior Debt then outstanding), no payment of Senior Subordinated Obligations
        (other than with the money, securities or proceeds held under any defeasance
        trust established in accordance with this Indenture) may be made by or on
        behalf
        of any Guarantor upon or in respect of the Securities Guarantees for a period
        (a
“Securities Guarantee Payment Blockage Period”) commencing on the date of
        receipt of such notice and ending 179 days thereafter (unless, in each case,
        such Securities Guarantee Payment Blockage Period has been terminated by
        written
        notice to the Trustee from such trustee of, or other representatives for,
        such
        holders or by payment in full in cash or cash equivalents of such Designated
        Guarantor Senior Debt or such event of default has been cured or waived).
        Not
        more than one Securities Guarantee Payment Blockage Period may be commenced
        with
        respect to the Securities Guarantees during any period of 360 consecutive
        days.
        Notwithstanding anything in this Indenture to the contrary, there must be
        180
        consecutive days in any 360-day period in which no Securities Guarantee Payment
        Blockage Period is in effect. No event of default that existed or was continuing
        (it being acknowledged that any subsequent action that would give rise to
        an
        event of default pursuant to any provision under which an event of default
        previously existed or was continuing shall constitute a new event of default
        for
        this purpose) on the date of the commencement of any Securities Guarantee
        Payment Blockage Period with respect to the Designated Guarantor Senior Debt
        initiating such Securities Guarantee Payment Blockage Period shall be, or
        shall
        be made, the basis for the commencement of a second Securities Guarantee
        Payment
        Blockage Period by the trustee or other representative for the holders of
        such
        Designated Guarantor Senior Debt, whether or not within a period of 360
        consecutive days, unless such event of default shall have been cured or waived
        for a period of not less than 90 consecutive days.

       

      (c) In
        the
        event that, notwithstanding the foregoing, any payment shall be received
        by the
        Trustee or any Holder when such payment is prohibited by clause (a) or (b)
        above, the Trustee shall promptly notify the holders of Guarantor Senior
        Debt of
        such prohibited payment and such payment shall be held in trust for the benefit
        of, and shall be paid over or delivered to, the holders of Guarantor Senior
        Debt
        or their respective representatives, or to the trustee or trustees under
        any
        indenture pursuant to which any of such Guarantor Senior Debt may have been
        issued, as their respective interests may appear, but only to the extent
        that,
        upon notice from the Trustee to the holders of Guarantor Senior Debt that
        such
        prohibited payment has been made, the holders of the Guarantor Senior Debt
        (or
        their representative or representatives of a trustee) within 30 days of receipt
        of such notice from the Trustee notify the Trustee of the amounts then due
        and
        owing on the Guarantor Senior Debt, if any, and only the amounts specified in
        such notice to the Trustee shall be paid to the holders of Guarantor Senior
        Debt
        and any excess above such amounts due and owing on Guarantor Senior Debt
        shall
        be paid to such Guarantor. 

       

      
        
          
          

        

        
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      Section 16.3. Payment
        over Proceeds upon Dissolution, Etc.

       

      (a) Upon
        any
        payment or distribution of assets or securities of a Guarantor of any kind
        or
        character, whether in cash, property or securities (other than with the money,
        securities or proceeds held under any defeasance trust established in accordance
        with this Indenture), in connection with any dissolution or winding up or
        total
        or partial liquidation or reorganization of such Guarantor, whether voluntary
        or
        involuntary, or in bankruptcy, insolvency, receivership or other proceedings
        or
        other marshalling of assets for the benefit of creditors, all amounts due
        or to
        become due upon all Guarantor Senior Debt shall first be paid in full, in
        cash
        or cash equivalents, before the Holders or the Trustee on their behalf shall
        be
        entitled to receive any payment by (or on behalf of) such Guarantor on account
        of Senior Subordinated Obligations, or any payment to acquire any of the
        Securities Guarantees for cash, property or securities, or any distribution
        with
        respect to the Securities Guarantees of any cash, property or securities.
        Before
        any payment may be made by, or on behalf of, any Guarantor on any Senior
        Subordinated Obligations (other than with the money, securities or proceeds
        held
        under any defeasance trust established in accordance with this Indenture),
        in
        connection with any such dissolution, winding up, liquidation or reorganization,
        any payment or distribution of assets or securities for such Guarantor of
        any
        kind or character, whether in cash, property or securities, to which the
        Holders
        or the Trustee on their behalf would be entitled, but for the provisions
        of this
Article Sixteen,
        shall
        be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating
        trustee, agent or other similar Person making such payment or distribution
        or by
        the Holders or the Trustee if received by them or it, directly to the holders
        of
        Guarantor Senior Debt (pro rata to such holders on the basis of the respective
        amounts of Guarantor Senior Debt held by such holders) or their representatives
        or to any trustee or trustees under any indenture pursuant to which any such
        Guarantor Senior Debt may have been issued, as their respective interests
        appear, to the extent necessary to pay all such Guarantor Senior Debt in
        full,
        in cash or cash equivalents, after giving effect to any concurrent payment,
        distribution or provision therefor to or for the holders of such Guarantor
        Senior Debt.

       

      (b) To
        the
        extent any payment of Guarantor Senior Debt (whether by or on behalf of any
        Guarantor, as proceeds of security or enforcement of any right of setoff
        or
        otherwise) is declared to be fraudulent or preferential, set aside or required
        to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent
        or
        other similar Person under any bankruptcy, insolvency, receivership, fraudulent
        conveyance or similar law, then if such payment is recovered by, or paid
        over
        to, such receiver, trustee in bankruptcy, liquidating trustee or other similar
        Person, the Guarantor Senior Debt or part thereof originally intended to
        be
        satisfied shall be deemed to be reinstated and outstanding as if such payment
        had not occurred. To the extent the obligation to repay any Guarantor Senior
        Debt is declared to be fraudulent, invalid, or otherwise set aside under
        any
        bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
        then
        the obligation so declared fraudulent, invalid or otherwise set aside (and
        all
        other amounts that would come due with respect thereto had such obligation
        not
        been so affected) shall be deemed to be reinstated and outstanding as Guarantor
        Senior Debt for all purposes hereof as if such declaration, invalidity or
        setting aside had not occurred.

       

      (c) In
        the
        event that, notwithstanding clause (a) above prohibiting such payment or
        distribution, any payment or distribution of assets or securities of any
        Guarantor of any kind or character, whether in cash, property or securities,
        shall be received by the Trustee or any Holder at a time when such payment
        or
        distribution is prohibited by clause (a) above and before all obligations
        in
        respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents,
        such payment or distribution shall be received and held in trust for the
        benefit
        of, and shall be paid over or delivered to, the holders of Guarantor Senior
        Debt
        (pro rata to such holders on the basis of the respective amounts of Guarantor
        Senior Debt held by such holders) or their representatives or to any trustee
        or
        trustees under any indenture pursuant to which any such Guarantor Senior
        Debt
        may have been issued, as their respective interests appear, for application
        to
        the payment of all such Guarantor Senior Debt remaining unpaid in full, in
        cash
        or cash equivalents, after giving effect to any concurrent payment, distribution
        or provision therefor to or for the holders of such Guarantor Senior
        Debt.

       

      
        
          
          

        

        
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      (d) For
        purposes of this Section 16.3,
        the
        words “cash, property or securities” shall not be deemed to include, so long as
        the effect of this clause is not to cause the Securities Guarantees to be
        treated in any case or proceeding or similar event described in this
Section 16.3
        as part
        of the same class of claims as the Guarantor Senior Debt or any class of
        claims
pari
        passu
        with, or
        senior to, the Guarantor Senior Debt for any payment or distribution, securities
        of any Guarantor or any other Person provided for by a plan of reorganization
        or
        readjustment that are subordinated, at least to the extent that the Securities
        Guarantees are subordinated, to the payment of all Guarantor Senior Debt
        then
        outstanding; provided
        that (1)
        if a new Person results from such reorganization or readjustment, such Person
        assumes the Guarantor Senior Debt and (2) the rights of the holders of the
        Guarantor Senior Debt are not, without the consent of such holders, altered
        by
        such reorganization or readjustment. The consolidation of a Guarantor with,
        or
        the merger of a Guarantor with or into, another Person or the liquidation
        or
        dissolution of a Guarantor following the sale, conveyance, transfer, lease
        or
        other disposition of all or substantially all of its property and assets
        to
        another Person without violation of the terms and conditions provided in
        this
        Indenture shall not be deemed a dissolution, winding up, liquidation or
        reorganization for the purposes of this Section 16.3.

       

      Section 16.4. Subrogation.

       

      (a) Upon
        the
        payment in full of all Guarantor Senior Debt in cash or cash equivalents,
        the
        Holders shall be subrogated to the rights of the holders of Guarantor Senior
        Debt to receive payments or distributions of cash, property or securities
        of the
        Guarantors made on such Guarantor Senior Debt until all obligations arising
        under the Securities Guarantees shall be paid in full; and, for the purposes
        of
        such subrogation, no payments or distributions to the holders of the Guarantor
        Senior Debt of any cash, property or securities to which the Holders or the
        Trustee on their behalf would be entitled except for the provisions of this
        Article Sixteen,
        and no
        payment pursuant to the provisions of this Article Sixteen
        to the
        holders of Guarantor Senior Debt by the Holders or the Trustee on their behalf
        shall, as between each Guarantor, its creditors other than holders of Guarantor
        Senior Debt, and the Holders, be deemed to be a payment by such Guarantor
        to or
        on account of the Guarantor Senior Debt. It is understood that the provisions
        of
        this Article Sixteen
        are
        intended solely for the purpose of defining the relative rights of the Holders,
        on the one hand, and the holders of the Guarantor Senior Debt, on the other
        hand.

       

      (b) If
        any
        payment or distribution to which the Holders would otherwise have been entitled
        but for the provisions of this Article Sixteen
        shall
        have been applied, pursuant to the provisions of this Article Sixteen,
        to the
        payment of all amounts payable under Guarantor Senior Debt, then, and in
        such
        case, the Holders shall be entitled to receive from the holders of such
        Guarantor Senior Debt any payments or distributions received by such holders
        of
        Guarantor Senior Debt in excess of the amount required to make payment in
        full,
        in cash or cash equivalents, of such Guarantor Senior Debt of such
        holders.

       

      Section 16.5. Obligations
        of Guarantor Unconditional.

       

      (a) Nothing
        contained in this Article Sixteen
        or
        elsewhere in this Indenture or in the Securities is intended to or shall
        impair,
        as among the Guarantors and the Holders, the obligation of such Guarantors,
        which is absolute and unconditional, to pay to the Holders all obligations
        arising under the Securities Guarantees as and when the same shall become
        due
        and payable in accordance with their terms, or is intended to or shall affect
        the relative rights of the Holders and creditors of the Guarantors other
        than
        the holders of the Guarantor Senior Debt, nor shall anything herein or therein
        prevent the Holders or the Trustee on their behalf from exercising all remedies
        otherwise permitted by applicable law upon default under this Indenture,
        subject
        to the rights, if any, under this Article Sixteen
        of the
        holders of the Guarantor Senior Debt.

       

      
        
          
          

        

        
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      (b) Without
        limiting the generality of the foregoing, nothing contained in this Article Sixteen
        will
        restrict the right of the Trustee or the Holders to take any action to declare
        the Securities to be due and payable prior to their Stated Maturity pursuant
        to
Section 5.1
        of this
        Indenture or to pursue any rights or remedies hereunder; provided, however,
        that
        all Guarantor Senior Debt then due and payable or thereafter declared to
        be due
        and payable shall first be paid in full, in cash or cash equivalents, before
        the
        Holders or the Trustee are entitled to receive any direct or indirect payment
        from any Guarantor on the Securities.

       

      Section 16.6. Notice
        to Trustee.

       

      (a) Each
        Guarantor shall give prompt written notice to the Trustee of any fact known
        to
        such Guarantor that would prohibit the making of any payment to or by the
        Trustee in respect of the Securities Guarantees pursuant to the provisions
        of
        this Article Sixteen.
        The
        Trustee shall not be charged with the knowledge of the existence of any default
        or event of default with respect to any Guarantor Senior Debt of any Guarantor
        or of any other facts that would prohibit the making of any payment to or
        by the
        Trustee unless and until the Trustee shall have received notice in writing
        at
        its Corporate Trust Office to that effect signed by an Officer of such
        Guarantor, or by a holder of such Guarantor Senior Debt or trustee or agent
        thereof; and prior to the receipt of any such written notice, the Trustee
        shall,
        subject to Article Six,
        be
        entitled to assume that no such facts exist; provided
        that, if
        the Trustee shall not have received the notice provided for in this Section 16.6
        at least
        two Business Days prior to the date upon which, by the terms of this Indenture,
        any monies shall become payable for any purpose (including, without limitation,
        the payment of all obligations arising under any Securities Guarantee), then,
        notwithstanding anything herein to the contrary, the Trustee shall have full
        power and authority to receive any monies from such Guarantor and to apply
        the
        same to the purpose for which they were received, and shall not be affected
        by
        any notice to the contrary that may be received by it on or after such prior
        date except for an acceleration of the Securities prior to such application.
        Nothing contained in this Section 16.6
        shall
        limit the right of the holders of Guarantor Senior Debt to recover payments
        as
        contemplated by this Article Sixteen.
        The
        foregoing shall not apply if the Paying Agent is the Company. The Trustee
        shall
        be entitled to rely on the delivery to it of a written notice by a Person
        representing himself or itself to be a holder of any Guarantor Senior Debt
        (or a
        trustee on behalf of, or other representative of, such holder) to establish
        that
        such notice has been given by a holder of such Guarantor Senior Debt or a
        trustee or representative on behalf of any such holder.

       

      (b) In
        the
        event that the Trustee determines in good faith that any evidence is required
        with respect to the right of any Person as a holder of Guarantor Senior Debt
        to
        participate in any payment or distribution pursuant to this Article Sixteen,
        the
        Trustee may request such Person to furnish evidence to the reasonable
        satisfaction of the Trustee as to the amount of Guarantor Senior Debt 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 Sixteen
        and, if
        such evidence is not furnished to the Trustee, the Trustee may defer any
        payment
        to such Person pending judicial determination as to the right of such Person
        to
        receive such payment.

       

      
        
          
          

        

        
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      Section 16.7. Reliance
        on Judicial Order or Certificate of Liquidating Agent.

       

      Upon
        any
        payment or distribution of assets or securities referred to in this Article Sixteen,
        the
        Trustee and the Holders shall be entitled to rely upon any order or decree
        made
        by any court of competent jurisdiction in which bankruptcy, dissolution,
        winding
        up, liquidation or reorganization proceedings are pending, or upon a certificate
        of the receiver, trustee in bankruptcy, liquidating trustee, agent or other
        similar Person making such payment or distribution, delivered to the Trustee
        or
        to the Holders for the purpose of ascertaining the persons entitled to
        participate in such distribution, the holders of the Guarantor Senior Debt
        and
        other Debt of a 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 Sixteen.

       

      Section 16.8. Trustee's
        Relation to Guarantor Senior Debt.

       

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

       

      (b) With
        respect to the holders of Guarantor Senior Debt, the Trustee undertakes to
        perform or to observe only such of its covenants and obligations as are
        specifically set forth in this Article Sixteen,
        and no
        implied covenants or obligations with respect to the holders of Guarantor
        Senior
        Debt shall be read into this Indenture against the Trustee. The Trustee shall
        not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
        Debt
        (except as provided in Section 16.2(c)
        and
Section 16.3(c)
        of
        this Indenture) and shall not be liable to any such holders if the Trustee
        shall
        in good faith mistakenly pay over or distribute to Holders of Securities
        Guarantees or to a Guarantor or to any other person cash, property or securities
        to which any holders of Guarantor Senior Debt shall be entitled by virtue
        of
        this Article Sixteen
        or
        otherwise.

       

      Section 16.9. Subordination
        Rights Not Impaired by Acts or Omissions of a Guarantor or Holders of Guarantor
        Senior Debt.

       

      No
        right
        of any present or future holders of any Guarantor Senior Debt to enforce
        subordination as provided in this Article Sixteen
        will at
        any time in any way be prejudiced or impaired by any act or failure to act
        on
        the part of a Guarantor or by any act or failure to act, in good faith, by
        any
        such holder, or by any noncompliance by such Guarantor with the terms of
        this
        Indenture, regardless of any knowledge thereof that any such holder may have
        or
        otherwise be charged with. The provisions of this Article Sixteen
        are
        intended to be for the benefit of, and shall be enforceable directly by,
        the
        holders of Guarantor Senior Debt.

       

      Section 16.10. Holders
        Authorize Trustee to Effectuate Subordination of Securities
        Guarantees.

       

      Each
        Holder by his acceptance of any Securities Guarantees authorizes and expressly
        directs the Trustee on his behalf to take such action as may be necessary
        or
        appropriate to effectuate the subordination provided in this Article Sixteen,
        and
        appoints the Trustee his attorney-in-fact for such purposes, including, in
        the
        event of any dissolution, winding up, liquidation or reorganization of a
        Guarantor (whether in bankruptcy, insolvency, receivership, reorganization
        or
        similar proceedings or upon an assignment for the benefit of creditors or
        otherwise) tending towards liquidation of the property and assets of such
        Guarantor, the filing of a claim for the unpaid balance of its Securities
        Guarantees in the form required in those proceedings. If the Trustee does
        not
        file a proper claim or proof in indebtedness in the form required in such
        proceeding at least 30 days before the expiration of the time to file such
        claim
        or claims, each holder of Guarantor Senior Debt is hereby authorized to file
        an
        appropriate claim for and on behalf of the Holders. 

       

      
        
          
          

        

        
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      Section 16.11. Not
        to
        Prevent Events of Default.

       

      The
        failure to fulfill any obligation arising under the Securities Guarantees
        by
        reason of any provision of this Article Sixteen
        will not
        be construed as preventing the occurrence of an Event of Default.

       

      Section 16.12. Trustee's
        Compensation Not Prejudiced.

       

      Nothing
        in this Article Sixteen
        will
        apply to amounts due to the Trustee pursuant to other sections of this
        Indenture, including Section 6.7.

       

      Section 16.13. No
        Waiver of Subordination Provisions.

       

      Without
        in any way limiting the generality of Section 16.9,
        the
        holders of Guarantor Senior Debt may, at any time and from time to time,
        without
        the consent of or notice to the Trustee or the Holders, without incurring
        responsibility to the Holders and without impairing or releasing the
        subordination provided in this Article Sixteen
        or the
        obligations hereunder of the Holders to the holders of Guarantor Senior Debt,
        do
        any one or more of the following: (a) change the manner, place or terms of
        payment or extend the time of payment of, or renew or alter, Guarantor Senior
        Debt or any instrument evidencing the same or any agreement under which
        Guarantor Senior Debt is outstanding or secured; (b) sell, exchange, release
        or
        otherwise deal with any property pledged, mortgaged or otherwise securing
        Senior
        Debt; (c) release any Person liable in any manner for the collection of
        Guarantor Senior Debt; and (d) exercise or refrain from exercising any rights
        against the Company and any other Person. 

       

      Section 16.14. Payments
        May Be Paid Prior to Dissolution.

       

      Nothing
        contained in this Article Sixteen
        or
        elsewhere in this Indenture shall prevent (i) a Guarantor, except under the
        conditions described in Section 16.2
        or
Section 16.3,
        from
        fulfilling any obligation arising under the Securities Guarantees, or from
        depositing with the Trustee any money for such payments, or (ii) the application
        by the Trustee of any money deposited with it for the purpose of fulfilling
        any
        obligation arising under the Securities Guarantees to the holders entitled
        thereto unless, at least two Business Days prior to the date upon which such
        payment becomes due and payable, the Trustee shall have received the written
        notice provided for in Section 16.2(b)
        of
        this Indenture (or there shall have been an acceleration of the Securities
        Guarantees prior to such application) or in Section 16.6
        of this
        Indenture. The Company shall give prompt written notice to the Trustee of
        any
        dissolution, winding up, liquidation or reorganization of such
        Guarantor.

       

      *
        *
        *

      
        
          
          

        

        
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      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, as of the day and year first above written.

       

      
        	 	
                CONSTELLATION
                  ENERGY PARTNERS LLC

              
	 	 	 
	 	
                By:

              	                  
                 
	 	
                Name:

              	                    
                
	 	
                Title:

              	                     
                                       
                
	 	 	 
	 	 	 
	 	
                [________________________________]

              
	 	 	 
	 	
                By:

              	                      
                
	 	
                Name:

              	                    
                
	 	
                Title: