Indenture


    Exhibit
      4.1

     

     

    
      

      

    

     

     

     

     

    


    


    


    CITIZENS
      COMMUNICATIONS COMPANY

     

    $400,000,000

     

    7.875%
      SENIOR NOTES DUE 2027

     

    ______________________________

     

    INDENTURE

     

    Dated
      as
      of December 22, 2006

     

    ______________________________

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    


    


    


    
      

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    This
      INDENTURE dated as of December 22, 2006 is by and between Citizens
      Communications Company, a Delaware corporation, and The Bank of New York, as
      trustee (the “Trustee”).

     

    The
      Company and the Trustee agree as follows for the benefit of each other and
      for
      the equal and ratable benefit of the Holders of the 7.875% Senior Notes due
      2027
      (the “Notes”)
      issued
      under this Indenture:

     

    ARTICLE
      1.


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	Section 1.01. 	Definitions.


    

     

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

     

    “144A
      Global Note”
means
      a
      Global Note in the form of Exhibit A hereto bearing the Global Note Legend
      and
      the Private Placement Legend and deposited with and registered in the name
      of
      the Depositary or its nominee issued in a denomination equal to the outstanding
      principal amount of the Notes sold for initial resale in reliance on Rule
      144A.

     

    “Acquired
      Indebtedness”
means
      Indebtedness of a Person existing at the time such Person becomes a Subsidiary
      of the Company or Indebtedness of a Subsidiary of the Company assumed in
      connection with an Asset Acquisition by such Subsidiary; provided such
      Indebtedness was not Incurred in connection with or in contemplation of such
      Person becoming a Subsidiary or such Asset Acquisition.

     

    “Additional
      Notes”
means
      any Notes (other than Initial Notes, Exchange Notes and Notes issued under
      Sections 2.06, 2.07, 2.10 and 9.05 hereof) issued under this Indenture in
      accordance with Sections 2.02 and 2.15, as part of the same series as the
      Initial Notes or as an additional series.

     

    “Adjusted
      Treasury Rate”
means,
      with respect to any redemption date:

     

    (1)
      the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical release
      designated “H.15(519)” or any successor publication which is published weekly by
      the Board of Governors of the Federal Reserve System and which establishes
      yields on actively traded United States Treasury securities adjusted to constant
      maturity under the caption “Treasury Constant Maturities,” for the maturity
      corresponding to the Comparable Treasury Issue (if no maturity is within three
      months before or after the Remaining Life, yields for the two published
      maturities most closely corresponding to the Comparable Treasury Issue shall
      be
      determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
      from such yields on a straight line basis, rounding to the nearest month);
      or

     

    (2)
      if
      such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate per
      annum equal to the semi-annual equivalent yield to maturity of the Comparable
      Treasury Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the Comparable
      Treasury Price for such redemption date.

     

    The
      Adjusted Treasury Rate shall be calculated on the third Business Day preceding
      the redemption date.

     

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

     

    “Agent”
means
      any Registrar, co-registrar, Paying Agent or additional paying
      agent.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    “Applicable
      Procedures”
means,
      with respect to any transfer, redemption or exchange of or for beneficial
      interests in any Global Note, the rules and procedures of the Depositary,
      Euroclear and Clearstream that apply to such transfer, redemption or
      exchange.

     

    “Asset
      Acquisition”
means
      (1) an investment by the Company or any of its Subsidiaries in any other
      Person pursuant to which such Person shall become a Subsidiary or shall be
      merged into or consolidated with the Company or any of its Subsidiaries; or
      (2) an acquisition by the Company or any of its Subsidiaries of the
      property and assets of any Person other than the Company or any of its
      Subsidiaries that constitute substantially all of a division, operating unit
      or
      line of business of such Person.

     

    “Bankruptcy
      Law”
means
      Title 11, U.S. Code or any similar federal or state law for the relief of
      debtors, or the law of any other jurisdiction relating to bankruptcy,
      insolvency, winding up, liquidation, reorganization or relief of
      debtors.

     

    “Beneficial
      Owner”
      has the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
      Exchange Act, except that in calculating the beneficial ownership of any
      particular “person” as such term is used in Section 13(d)(3) of the
      Exchange Act, such “person” will be deemed to have beneficial ownership of all
      securities that such “person” has the right to acquire by conversion or exercise
      of other securities, whether such right is currently exercisable or is
      exercisable only upon the occurrence of a subsequent condition.

     

    “Board
      of Directors”
means
      either the Board of Directors of the Company or any committee of such Board
      duly
      authorized to act on its behalf.

     

    “Board
      Resolution”
      means
      one or more resolutions, certified by the secretary or an assistant secretary
      of
      the Company to have been duly adopted or consented to by the Board of Directors
      and to be in full force and effect, and delivered to the trustee.

     

    “Business
      Day”
means
      a
      day that (a) in the Place of Payment (or in any of the Places of Payment,
      if more than one) in which amounts are payable and (b) in the city in which
      the Corporate Trust Office is located, is not a Saturday or Sunday or a day
      on
      which banking institutions are authorized or required by law or regulation
      to
      close.

     

    “Capital
      Lease Obligations”
means
      Indebtedness represented by obligations under a lease that is required to be
      capitalized for financial reporting purposes in accordance with generally
      accepted accounting principles. The amount of Indebtedness will be the
      capitalized amount of the obligations determined in accordance with generally
      accepted accounting principles consistently applied.

     

    “Capital
      Stock”
means,
      with respect to any entity, any and all shares, interests, participations or
      other equivalents (however designated) of or in such entity’s Common Stock or
      other equity interests, and options, rights or warrants to purchase such Common
      Stock or other equity interests, whether now outstanding or issued after the
      Issue Date.

     

    “Clearstream” means
      Clearstream Banking S.A. and any successor thereto.

     

    “Change
      of Control”
means
      the occurrence of any of the following:

     

    (1)
      the
      adoption of a plan relating to the liquidation or dissolution of the
      Company;

     

    (2)
      any
“person,” as such term is used in Section 13(d)(3) of the Exchange Act,
      becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
      voting power of the Voting Stock of the Company; provided
      that
      a
      transaction in which the Company becomes a Subsidiary of another Person shall
      not constitute a Change of Control if (a) the stockholders of the Company
      immediately prior to such transaction Beneficially Own, directly or indirectly
      through one or more intermediaries, 50% or more of the voting power of the
      outstanding Voting Stock of such other Person of whom the Company is then a
      Subsidiary and (b) immediately following such transaction no person (as
      defined above) other than such other Person, Beneficially Owns, directly or
      indirectly, more than 50% of the voting power of the Voting Stock of the
      Company; or

     

     

    
      
        
        

      

      
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    (3)
      the
      first day on which a majority of the members of the Board of Directors of the
      Company are not Continuing Directors.

     

    “Change
      of Control Triggering Event”
means
      the occurrence of both a Change of Control and a Ratings Decline.

     

    “Code”
means
      the U.S. Internal Revenue Code of 1986, as amended.

     

    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Commodity
      Agreement”
means
      any forward contract, commodity swap agreement, commodity option agreement
      or
      other similar agreement or arrangement.

     

    “Common
      Stock”
means:
      

     

    (1)
      in
      the case of a corporation, corporate stock; 

     

    (2)
      in
      the case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock; 

     

    (3)
      in
      the case of a partnership or limited liability company, partnership or
      membership interests (whether general or limited); and 

     

    (4)
      any
      other interest or participation that confers on a Person the right to receive
      a
      share of the profits and losses of, or distributions of assets of, the issuing
      Person.

     

    “Company”
means
      Citizens Communications Company, and any successor thereto.

     

    “Comparable
      Treasury Issue”
means
      the United States Treasury security selected by an Independent Investment Banker
      as having a maturity comparable to the remaining term of the Notes that would
      be
      utilized, at the time of selection and in accordance with customary financial
      practice, in pricing new issues of corporate debt securities of comparable
      maturity to the remaining term of the Notes (“Remaining
      Life”).

     

    “Comparable
      Treasury Price”
means,
      for any redemption date, (1) the average of four Reference Treasury Dealer
      Quotations for such redemption date, after excluding the highest and lowest
      Reference Treasury Dealer Quotations, or (2) if the Independent Investment
      Banker obtains fewer than four such Reference Treasury Dealer Quotations the
      average of all such quotations.

     

    “Continuing
      Director”
means,
      as of any date of determination, any member of the Board of Directors of the
      Company who:

     

    (1)
      was a
      member of such Board of Directors on the Issue Date; or

     

    (2)
      was
      nominated for election or elected to such Board of Directors with the approval
      of a majority of the Continuing Directors who were members of such Board at
      the
      time of such nomination or election.

     

    “Corporate
      Trust Office”
means
      the office of the Trustee at which the Trust created by this Indenture shall,
      at
      any particular time, be principally administered, which office is, at the date
      as of which this Indenture is dated, located at 4 New York Plaza, 15th
      Floor, New York, New York 10004.

     

    “Credit
      Facilities”
means
      one or more debt facilities or commercial paper facilities, in each case with
      banks or other lenders, including the Rural Telephone Finance Cooperative,
      providing for revolving credit loans, term loans, receivables financings,
      including through the sale of receivables to such lenders or to special purpose
      entities formed to borrow from such lenders against such receivables, letters
      of
      credit or other borrowings, including capital markets debt, in each case, as
      amended, restated, modified, renewed, refunded, replaced or refinanced in whole
      or in part from time to time.

     

     

    
      
        
        

      

      
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    “Currency
      Agreement”
means
      any foreign exchange contract, currency swap agreement or other similar
      agreement or arrangement.

     

    “Custodian”
means,
      with respect to the Notes issuable or issued in whole or in part in global
      form,
      the Person specified in Section 2.03(c) as Custodian with respect to the Notes,
      and any and all successors thereto appointed as Custodian by DTC and having
      become such pursuant to the Applicable Provisions of this
      Indenture.

     

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

     

    “Definitive
      Note”
means
      a
      certificated Note registered in the name of the Holder thereof and issued in
      accordance with Section 2.06 or 2.10 hereof, in substantially the form of
      Exhibit A hereto except that such Note shall not bear the Global Note Legend
      and
      shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.

     

    “Depositary”
means,
      with respect to the Notes issuable or issued in whole or in part in global
      form,
      the Person specified in Section 2.03(b) hereof as the Depositary with respect
      to
      the Notes, and any and all successors thereto appointed as depositary hereunder
      and having become such pursuant to the applicable provisions of this
      Indenture.

     

    “Designated
      Subsidiary”
means
      any Subsidiary of the Company (a) the Capital Stock of which the Company
      intends to distribute to its shareholders or (b) the assets or Capital
      Stock of which the Company intends to sell or otherwise dispose of to any Person
      other than the Company or any of its Subsidiaries, in each case, as evidenced
      by
      a Board Resolution.

     

    “Disqualified
      Stock”
means
      any class or series of Capital Stock of any Person that by its terms or
      otherwise is (1) required to be redeemed prior to the Stated Maturity of
      the Notes, (2) redeemable at the option of the holder of such class or
      series of Capital Stock at any time prior to the Stated Maturity of the Notes
      or
      (3) convertible into or exchangeable for Capital Stock referred to in
      clause (1) or (2) above or Indebtedness having a scheduled maturity
      prior to the Stated Maturity of the Notes.

     

    “Distribution
      Compliance Period”
means
      the 40-day distribution compliance period as defined in Regulation
      S.

     

    “Euroclear”
means
      Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any
      successor thereto.

     

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

     

    “Exchange
      Notes”
means
      Notes issued in exchange for the Initial Notes or any Additional Notes pursuant
      to a Registration Rights Agreement.

     

    “Exchange
      Offer”
has
      the
      meaning set forth in a Registration Rights Agreement relating to an exchange
      of
      Notes registered under the Securities Act for Notes not so
      registered.

     

    “Exchange
      Offer Registration Statement”
has
      the
      meaning set forth in a Registration Rights Agreement.

     

    “Fair
      Market Value”
means
      the price that would be paid in an arm’s length transaction between an informed
      and willing seller under no compulsion to sell and an informed and willing
      buyer
      under no compulsion to buy, as determined in good faith by the Board of
      Directors, whose determination, unless otherwise specified, shall be conclusive
      if evidenced by a Board Resolution.

     

     

    
      
        
        

      

      
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    “GAAP”
means
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and in the statements and pronouncements of the
      Financial Accounting Standards Board or in such other statements by such other
      entity as have been approved by a significant segment of the accounting
      profession, as in effect from time to time. All ratios and computations
      contained or referred to in this Indenture shall be computed in conformity
      with
      GAAP applied on a consistent basis.

     

    “Global
      Note Legend”
means
      the legend set forth in Section 2.06(g)(ii), which is required to be placed
      on
      all Global Notes issued under this Indenture.

     

    “Global
      Notes”
means
      the global Notes in the form of Exhibit A hereto issued in accordance with
      Article 2 hereof.

     

    “Guarantee”
means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Indebtedness of any other Person and, without limiting the
      generality of the foregoing, any obligation, direct or indirect, contingent
      or
      otherwise, of such Person (1) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness of such other Person
      (whether arising by virtue of partnership arrangements, or by agreements to
      keep-well, to purchase assets, goods, securities or services (unless such
      purchase arrangements are on arm’s-length terms and are entered into in the
      ordinary course of business), to take-or-pay, or to maintain financial statement
      conditions or otherwise) or (2) entered into for purposes of assuring in
      any other manner the obligee of such Indebtedness of the payment thereof or
      to
      protect such obligee against loss in respect thereof (in whole or in part);
      provided
      that
      the
      term “Guarantee” shall not include endorsements for collection or deposit in the
      ordinary course of business. The term “Guarantee” used as a verb has a
      corresponding meaning.

     

    “Holder,
      Holder of Notes, Noteholder”
or
      other similar terms mean the Person in whose name a Note is registered in the
      Security Register kept by the Registrar for that purpose in accordance with
      the
      terms hereof.

     

    “IAI
      Global Note”
means
      a
      Global Note in the form of Exhibit A hereto bearing the Global Note Legend
      and
      the Private Placement Legend and deposited with and registered in the name
      of
      the Depositary or its nominee issued in a denomination equal to the outstanding
      principal amount of the Notes sold to Institutional Accredited Investors, if
      any, to the extent required by the Applicable Procedures.

     

    “Incur”
means,
      with respect to any Indebtedness, to incur, create, issue, assume, Guarantee
      or
      otherwise become liable for or with respect to, or become responsible for,
      the
      payment of, contingently or otherwise, such Indebtedness; provided
      that
      (1) any Indebtedness of a Person existing at the time such Person becomes a
      Subsidiary will be deemed to be incurred by such Subsidiary at the time it
      becomes a Subsidiary and (2) neither the accrual of interest nor the
      accretion or amortization of original issue discount nor the payment of interest
      or dividend in the form of additional Indebtedness shall be considered an
      Incurrence of Indebtedness.

     

    “Indebtedness”
means,
      with respect to any Person at any date of determination (without
      duplication):

     

    (1)
      all
      indebtedness of such Person for borrowed money;

     

    (2)
      all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

     

    (3)
      all
      obligations of such Person in respect of letters of credit or other similar
      instruments (including reimbursement obligations with respect thereto, but
      excluding obligations with respect to letters of credit (including trade letters
      of credit) securing obligations entered into in the ordinary course of business
      of such Person to the extent such letters of credit are not drawn upon or,
      if
      drawn upon, to the extent such drawing is reimbursed no later than the fifth
      Business Day following receipt by such Person of a demand for
      reimbursement);

     

     

    
      
        
        

      

      
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    (4)
      all
      obligations of such Person to pay the deferred and unpaid purchase price of
      property or services, which purchase price is due more than one year after
      the
      date of placing such property in service or taking delivery and title thereto
      or
      the completion of such services, except Trade Payables;

     

    (5)
      all
      Capitalized Lease Obligations of such Person;

     

    (6)
      all
      Indebtedness of other Persons secured by a Lien on any asset of such Person,
      whether or not such Indebtedness is assumed by such Person; provided
      that
      the
      amount of such Indebtedness shall be the lesser of (A) the Fair Market
      Value of such asset at such date of determination and (B) the amount of
      such Indebtedness;

     

    (7)
      all
      Indebtedness of other Persons Guaranteed by such Person to the extent such
      Indebtedness is Guaranteed by such Person;

     

    (8)
      to
      the extent not otherwise included in this definition, obligations under Interest
      Rate Agreements, Commodity Agreements and Currency Agreements, except for
      Interest Rate Agreements, Commodity Agreements and Currency Agreements entered
      into for the purpose of fixing, hedging or swapping interest rate, commodity
      price or foreign currency exchange rate risk; and

     

    (9)
      all
      Disqualified Stock issued by such Person with the amount of Indebtedness
      represented by such Disqualified Stock being equal to the greater of its
      voluntary or involuntary liquidation preference and its maximum fixed repurchase
      price, but excluding accrued dividends, if any.

     

    The
      amount of Indebtedness of any Person at any date shall be the outstanding
      balance at such date of all unconditional obligations as described above and,
      with respect to contingent obligations, the maximum liability upon the
      occurrence of the contingency giving rise to the obligation,
      provided:

     

    (A)
      that
      the amount outstanding at any time of any Indebtedness issued with original
      issue discount is the face amount of such Indebtedness less the remaining
      unamortized portion of the original issue discount of such Indebtedness at
      such
      time as determined in conformity with GAAP;

     

    (B)
      that
      money borrowed and set aside at the time of the Incurrence of any Indebtedness
      in order to prefund the payment of the interest on such Indebtedness shall
      not
      be deemed to be “Indebtedness” so long as such money is held to secure the
      payment of such interest; and

     

    (C)
      that
      Indebtedness shall not include:

     

    (I)
      any
      liability for federal, state, local or other taxes;

     

    (II)
      workers’ compensation claims, self-insurance obligations, performance, surety,
      appeal and similar bonds and completion guarantees provided in the ordinary
      course of business;

     

    (III)
      obligations arising from the honoring by a bank or other financial institution
      of a check, draft or similar instrument drawn against insufficient funds in
      the
      ordinary course of business, provided
      that
      such
      Indebtedness is extinguished within two business days of its Incurrence;
      or

     

    (IV)
      any
      Indebtedness defeased or called for redemption.

     

    “Indenture”
means
      this instrument, as originally executed or as it may from time to time be
      supplemented or amended in accordance with Article 9 hereof.

     

    “Independent
      Investment Banker”
means
      one of the Reference Treasury Dealers appointed by the Company.

     

     

    
      
        
        

      

      
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    “Indirect
      Participant”
means
      a
      Person who holds a beneficial interest in a Global Note through a
      Participant.

     

    “Initial
      Notes”
means
      $400,000,000 aggregate principal amount of Notes issued under this Indenture
      on
      the date hereof.

     

    “Institutional
      Accredited Investor”
means
      an institution that is an “accredited investor” as defined in Rule 501(a)(1),
      (2), (3) or (7) under the Securities Act.

     

    “Interest
      Payment Dates”
shall
      have the meaning set forth in paragraph 1 of the face of each Note.

     

    “Interest
      Rate Agreement”
means
      any interest rate protection agreement, interest rate future agreement, interest
      rate option agreement, interest rate swap agreement, interest rate cap
      agreement, interest rate collar agreement, interest rate hedge agreement, option
      or future contract or other similar agreement or arrangement.

     

    “Issue
      Date”
means
      the date on which the Notes are originally issued under this
      Indenture.

     

    “Legal
      Holiday”
means
      a
      Saturday, a Sunday or a day on which banking institutions in the City of New
      York, the city in which the Corporate Trust Office of the Trustee is located
      or
      any other place of payment on the Notes are authorized by law, regulation or
      executive order to remain closed. 

     

    “Letter
      of Transmittal”
means
      the letter of transmittal, or its electronic equivalent in accordance with
      the
      Applicable Procedures, to be prepared by the Company and sent to all Holders
      of
      the Initial Notes or any Additional Notes for use by such Holders in connection
      with an Exchange Offer.

     

    “Lien”
means,
      with respect to any property or assets, including Capital Stock, any mortgage
      or
      deed of trust, pledge, lien, hypothecation, assignment, deposit arrangement,
      security interest, charge, easement or zoning restriction that materially
      impairs usefulness or marketability, encumbrance, security agreement, Capital
      Lease Obligation, conditional sale, any other agreement that has the same
      economic effect as any of the above, or any sale and leaseback
      transaction.

     

    “Moody’s”
means
      Moody’s Investor Services, Inc. or any successor rating agency.

     

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

     

    “Officer”
means
      the Chief Executive Officer, the President, the Chief Financial Officer, any
      Executive Vice President or any Senior Vice President of the
      Company.

     

    “Officers’
      Certificate”
means,
      with respect to any Person, a certificate signed by the Chairman of the Board
      of
      Directors, the President, or any Vice President and by the Treasurer, any
      Assistant Treasurer, the Controller, any Assistant Controller, the Secretary
      or
      any Assistant Secretary of such Person in accordance with the applicable
      provisions of this Indenture.

     

    “Opinion
      of Counsel”
means
      a
      written opinion, in form and substance reasonably satisfactory to the Trustee,
      from legal counsel who is acceptable to the Trustee and which meets the
      requirements of Section 11.05 hereof. The counsel may be an employee of or
      counsel to the Company or the Trustee.

     

    “Participant”
means,
      with respect to the Depositary, Euroclear or Clearstream, a Person who has
      an
      account with the Depositary, Euroclear or Clearstream, respectively, and, with
      respect to DTC, shall include Euroclear and Clearstream.

     

    “Permitted
      Amount”
means,
      at any time, the sum of (a) 10% of the value of the consolidated total
      assets of the Company and (b) 20% of the sum of the total consolidated
      current assets and net property, plant and equipment of the Company, in each
      case, as shown on, or computed from, the most recent quarterly or annual
      consolidated balance sheet filed by the Company with the Commission or provided
      to the trustee.

     

     

    
      
        
        

      

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

     

    “Place
      of Payment”
means
      the place or places where the principal of and interest, if any, on the Notes
      are payable as determined in accordance with the Indenture.

     

    “Predecessor
      Note” of
      any
      particular Note means every previous Note evidencing all or a portion of the
      same Indebtedness as that evidenced by such particular Note; and any Note
      authenticated and delivered under Section 2.07 in lieu of a lost, destroyed
      or
      stolen Note shall be deemed to evidence the same Indebedness as the lost,
      destroyed or stolen Note.

     

    “Private
      Placement Legend”
means
      the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes
      issued under this Indenture except as otherwise permitted by the provisions
      of
      this Indenture.

     

    “QIB”
means
      a
“qualified institutional buyer” as defined in Rule 144A.

     

    “Ratings
      Agencies”
means
      Moody’s and S&P.

     

    “Ratings
      Decline”
means
      the occurrence of the following on, or within 90 days after, the date of
      the public notice of the occurrence of a Change of Control or of the intention
      by the Company or any third-party to effect a Change of Control (which period
      shall be extended so long as the rating of the Notes is under publicly announced
      consideration for possible downgrade by any of the Ratings Agencies):
      (1) in the event that the Notes have an Investment Grade Rating by both
      Ratings Agencies, the Notes cease to have an Investment Grade Rating by one
      or
      both of the Ratings Agencies, or (2) in any other event, the rating of the
      Notes by either of the Ratings Agencies decreases by one or more gradations
      (including gradations within ratings categories as well as between rating
      categories) or is withdrawn.

     

    “Reference
      Treasury Dealer”
means
      any of the primary U.S. Government securities dealers in New York
      City.

     

    “Reference
      Treasury Dealer Quotations”
means,
      with respect to each Reference Treasury Dealer and any redemption date, the
      average, as determined by the Independent Investment Banker, of the bid and
      asked prices for the Comparable Treasury Issue (expressed in each case as a
      percentage of its principal amount) quoted in writing to the Independent
      Investment Banker at 5:00 p.m., New York City time, on the third Business
      Day preceding such redemption date.

     

    “Registered
      Note”
means
      any Note registered on the Security Register of the Company.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement dated as of the Issue Date, among the Company
      and the initial purchasers named therein, as such agreement may be amended,
      modified or supplemented from time to time and, with respect to any Additional
      Notes, one or more registration rights agreements between the Company and the
      other parties thereto, as such agreement(s) may be amended, modified or
      supplemented from time to time, relating to rights given by the Company to
      the
      purchasers of Additional Notes to register such Additional Notes, or exchange
      such Additional Notes for registered Notes, under the Securities
      Act.

     

    “Regular
      Record Date”
for
      the
      interest payable on any Interest Payment Date means the applicable date
      specified as a “Record Date” on the face of the Note.

     

    “Regulation
      S”
means
      Regulation S promulgated under the Securities Act.

     

     

    
      
        
        

      

      
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    “Regulation
      S Global Note”
means
      a
      permanent Global Note in the form of Exhibit A hereto bearing the Global Note
      Legend and the Private Placement Legend and deposited with and registered in
      the
      name of the Depositary or its nominee.

     

    “Responsible
      Officer,”
when
      used with respect to the Trustee, means any officer within the Corporate Trust
      Department of the Trustee (or any successor group of the Trustee) with direct
      responsibility for the administration of this Indenture and also means, with
      respect to a particular corporate trust matter, any other officer to whom such
      matter is referred because of his or her knowledge of and familiarity with
      the
      particular subject.

     

    “Restricted
      Definitive Note”
means
      one or more Definitive Notes bearing the Private Placement Legend.

     

    “Restricted
      Global Notes”
means
      144A Global Notes and Regulation S Global Notes.

     

    “Rule
      144”
means
      Rule 144 promulgated under the Securities Act.

     

    “Rule
      144A”
means
      Rule 144A promulgated under the Securities Act.

     

    “Rule
      903”
means
      Rule 903 promulgated under the Securities Act.

     

    “Rule
      904”
means
      Rule 904 promulgated under the Securities Act.

     

    “S&P”
means
      Standard & Poor’s Rating Services, a division of the McGraw Hill Companies,
      Inc., or any successor rating agency.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Shelf
      Registration Statement”
means
      the registration statement relating to the registration of the Notes under
      Rule
      415 of the Securities Act, as may be set forth in a Registration Rights
      Agreement.

     

    “Special
      Interest”
has
      the
      meaning set forth in a Registration Rights Agreement relating to amounts to
      be
      paid in the event the Company fails to satisfy certain conditions set forth
      therein. For all purposes of this Indenture, the term “interest” shall include
      Special Interest, if any, with respect to the Notes.

     

    “Stated
      Maturity”
means,
      (1) with respect to any debt security, the date specified in such debt
      security as the fixed date on which the final installment of principal of such
      debt security is due and payable and (2) with respect to any scheduled
      installment of principal of or interest on any debt security, the date specified
      in such debt security as the fixed date on which such installment is due and
      payable.

     

    “Subsidiary,”
means,
      with respect to any Person, any corporation, association or other business
      entity of which more than 50% of the voting power of the outstanding Voting
      Stock is owned, directly or indirectly, by such Person and one or more other
      Subsidiaries of such Person.

     

    “TIA”
means
      the Trust Indenture Act of 1939, as amended, and the rules and regulations
      thereunder.

     

    “Trade
      Payables”
means,
      with respect to any Person, any accounts payable or any other indebtedness
      or
      monetary obligation to trade creditors created, assumed or Guaranteed by such
      Person or any of its Subsidiaries arising in the ordinary course of business
      in
      connection with the acquisition of goods or services.

     

    “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 such successor
      Trustee.

     

    “Unregistered
      Note”
means
      any Note other than a Registered Note.

     

     

    
      
        
        

      

      
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    “Unrestricted
      Definitive Notes”
means
      one or more Definitive Notes that do not and are not required to bear the
      Private Placement Legend.

     

    “Unrestricted
      Global Notes”
means
      one or more Global Notes that do not and are not required to bear the Private
      Placement Legend and are deposited with and registered in the name of the
      Depositary or its nominee.

     

    “U.S.
      Government Securities”
      means
      direct obligations (or certificates representing an ownership interest in such
      obligations) of the United States of America (including any agency or
      instrumentality thereof) for the payment of which the full faith and credit
      of
      the United States of America is pledged and which are not callable or redeemable
      at the issuer’s option.

     

    “Voting
      Stock”
of
      any
      Person as of any date means the Capital Stock of such Person that is normally
      entitled to vote in the election of the Board of Directors of such
      Person.

     

    “Weighted
      Average Life to Maturity”
means,
      when applied to any Indebtedness at any date, the number of years obtained
      by
      dividing:

     

    (1)  the
      sum
      of the products obtained by multiplying (a) the amount of each then remaining
      installment, sinking fund, serial maturity or other required payments of
      principal, including payment at final maturity, in respect of the Indebtedness,
      by (b) the number of years (calculated to the nearest one-twelfth) that will
      elapse between such date and the making of such payment; by

     

    (2)  the
      then
      outstanding principal amount of such Indebtedness.

     

    
      
        	Section 1.02. 	Other Definitions.


      

       

    

     

    
      
        	 	Term	
                Defined
                  in 

                Section

              	 


      

      
        	 	
                “Authentication
                  Order”

              	
                2.02

              	 
	 	
                “Change
                  of Control Offer”

              	
                4.10

              	 
	 	
                “Change
                  of Control Payment”

              	
                4.10

              	 
	 	
                “Change
                  of Control Payment Date” 

              	
                4.10

              	 
	 	
                “Covenant
                  Defeasance”

              	
                8.03

              	 
	 	
                “DTC”

              	
                2.03(b)

              	 
	 	
                “Event
                  of Default”

              	
                6.01

              	 
	 	
                “Investment
                  Grade Rating” 

              	
                4.11

              	 
	 	
                “Legal
                  Defeasance”

              	
                8.02

              	 
	 	
                “losses”

              	
                7.07

              	 
	 	
                “Paying
                  Agent”

              	
                2.03(a)

              	 
	 	
                “Registrar”

              	
                2.03(a)

              	 
	 	
                “Security
                  Register”

              	
                2.03(a)

              	 
	 	
                “successor”
                  

              	
                5.01

              	 
	 	“Temporary
                Note”	2.10 	 


      

    

     

    
      
        	Section 1.03. 	Incorporation
                by Reference of TIA.


      

       

       

    

    (a)    Whenever
      this Indenture refers to a provision of the TIA, the provision is incorporated
      by reference in and made a part of this Indenture.

     

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

     

    “indenture
      securities”
      means
      the Notes;

     

    “indenture
      security holder”
      means a
      Holder of a Note;

     

     

    
      
        
        

      

      
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    “indenture
      to be qualified”
      means
      this Indenture;

     

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

     

    “obligor”
      on the
      Notes means the Company and any successor obligor upon the Notes.

     

    (c)    All
      other
      terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rule under the TIA and
      not
      otherwise defined herein have the meanings so assigned to them either in the
      TIA, by another statute or Commission rule, as applicable.

     

    
      
        	Section 1.04. 	Rules
                of Construction.


      

       

    

    (a)    Unless
      the context otherwise requires:

     

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

     

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

     

    (iii) “or”
is
      not exclusive;

     

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

     

    (v)   all
      references in this instrument to “Articles,” “Sections” and other subdivisions
      are to the designated Articles, Sections and subdivisions of this instrument
      as
      originally executed;

     

    (vi)  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;

     

    (vii) “including”
      means “including without limitation;”

     

    (viii)
      provisions
      apply to successive events and transactions; and

     

    (ix)  references
      to sections of or rules under the Securities Act, the Exchange Act or the TIA
      shall be deemed to include substitute, replacement or successor sections or
      rules adopted by the Commission from time to time thereunder.

     

    ARTICLE
      2.


     

    THE
      NOTES

    
       

      
        	Section 2.01. 	Form
                and Dating.


      

       

    

    (a)    General.
      The
      Notes and the Trustee’s certificate of authentication shall be substantially in
      the form included in Exhibit A hereto, which is hereby incorporated in and
      expressly made part of this Indenture. The Notes may have notations, legends
      or
      endorsements required by law, exchange rule or usage in addition to those set
      forth on Exhibit A (but which do not affect the rights, duties or immunities
      of
      the Trustee). Each Note shall be dated the date of its authentication. The
      Notes
      shall be in denominations of $1,000 and integral multiples thereof. The terms
      and provisions contained in the Notes shall constitute a part of this Indenture
      and the Company and the Trustee, by their execution and delivery of this
      Indenture, expressly agree to such terms and provisions and to be bound thereby.
      To the extent any provision of any Note conflicts with the express provisions
      of
      this Indenture, the provisions of this Indenture shall govern and be
      controlling.

     

     

    
      
        
        

      

      
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      (b)    Form
        of Notes.
        Notes
        shall be issued initially in global form and shall be substantially in the
        form
        of Exhibit A attached hereto (including the Global Note Legend thereon and
        the
“Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes
        issued in definitive form shall be substantially in the form of Exhibit A
        attached hereto (but without the Global Note Legend thereon and without the
        “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
        Global Note shall represent such aggregate principal amount of the outstanding
        Notes as shall be specified therein and each shall provide that it shall
        represent the aggregate principal amount of outstanding Notes from time to
        time
        endorsed thereon and that the aggregate principal amount of outstanding Notes
        represented thereby may from time to time be reduced or increased, as
        appropriate, to reflect exchanges and redemptions and transfers of interests
        therein. Any endorsement of a Global Note to reflect the amount of any increase
        or decrease in the aggregate principal amount of outstanding Notes represented
        thereby shall be made by the Trustee or the Custodian, at the direction of
        the
        Trustee, in accordance with instructions given by the Holder thereof as required
        by Section 2.06 hereof.

       

    

    (c)    Book-Entry
      Provisions.
      This
      Section 2.01(c) shall apply only to Global Notes deposited with the Trustee,
      as
      Custodian for the Depositary. Participants and Indirect Participants shall
      have
      no rights under this Indenture or any Global Note with respect to any Global
      Note held on their behalf by the Depositary or by the Trustee as Custodian
      for
      the Depositary, and the Depositary shall be treated by the Company, the Trustee
      and any agent of the Company or the Trustee as the absolute owner of such Global
      Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
      shall prevent the Company, the Trustee or any agent of the Company or the
      Trustee from giving effect to any written certification, proxy or other
      authorization furnished by the Depositary or impair, as between the Depositary
      and its Participants or Indirect Participants, the Applicable Procedures or
      the
      operation of customary practices of the Depositary governing the exercise of
      the
      rights of a holder of a beneficial interest in any Global Note.

     

    (d)    Euroclear
      and Clearstream Procedures Applicable.
      The
      provisions of the “Operating Procedures of the Euroclear System” and “Terms and
      Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
      Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
      transfers of beneficial interests in Global Notes that are held by Participants
      through Euroclear or Clearstream.

     

    (e)    Certificated
      Securities.
      If at
      any time the Depositary for any Notes represented by one or more Global Notes
      notifies the Company that it is unwilling or unable to continue as Depositary
      for such Notes or if at any time the Depositary for such Notes shall no longer
      be eligible, the Company shall appoint a successor Depositary with respect
      to
      such Notes. If a successor Depositary for such Notes 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 that such Notes be represented by
      one or more Global Notes shall no longer be effective and the Company shall
      execute, and the Trustee, upon receipt of an Authentication Order, will
      authenticate and deliver Notes of such series in definitive registered form,
      in
      any authorized denominations, in an aggregate principal amount equal to the
      principal amount of the Global Note or Notes representing such Notes in exchange
      for such Global Note or Notes.

     

    The
      Company may at any time and in its sole discretion determine that the Notes
      issued in the form of one or more Global Notes shall no longer be represented
      by
      a Global Note or Notes. In such event, the Company shall execute, and the
      Trustee, upon receipt of an Authentication Order, shall authenticate and
      deliver, Notes in definitive registered form, in any authorized denominations,
      in an aggregate principal amount equal to the principal amount of the Global
      Note or Notes representing such Notes, in exchange for such Global Note or
      Notes.

     

    If
      specified by the Company with respect to Notes represented by a Global Note,
      the
      Depositary for such Global Note may surrender such Global Note in exchange
      in
      whole or in part for Notes in definitive registered form on such terms as are
      acceptable to the Company and such Depositary. Thereupon, the Company shall
      execute, and the Trustee, upon receipt of an Authentication Order shall
      authenticate and deliver, without service charge,

     

    
      	 	(i) 	
              to
                the
                Person specified by such Depositary, a new Note or Notes, 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 Note; and

            
	 	 	 
	 	(ii) 	
              to
                such
                Depositary a new Global Note in a denomination equal to the difference,
                if
                any, between the principal amount of the surrendered Global Note
                and the
                aggregate principal amount of Notes authenticated and delivered pursuant
                to clause (i) above.

            


    

     

     

    
      
        
        

      

      
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    Upon
      the
      exchange of a Global Note for Notes in definitive registered form in authorized
      denominations, such Global Note shall be cancelled by the Trustee or an agent
      of
      the Trustee. Notes in definitive registered form issued in exchange for a Global
      Note pursuant to this Section 2.01 shall be registered in such names and in
      such
      authorized denominations as the Depositary for such Global Note, pursuant to
      instructions from its Participants or Indirect Participants or otherwise, shall
      instruct the Trustee or an agent of the Trustee or the Company or an agent
      of
      the Company. The Trustee or such agent shall deliver at its Corporate Trust
      Office such Notes to or as directed by the Persons in whose names such Notes
      are
      so registered.

     

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

     

    
      
        	Section 2.02. 	Execution
                and Authentication.


      

       

    

    (a)    One
      Officer shall execute the Notes on behalf of the Company by manual or facsimile
      signature. 

     

    (b)    If
      an
      Officer whose signature is on a Note no longer holds that office at the time
      a
      Note is authenticated by the Trustee, the Note shall nevertheless be
      valid.

     

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

     

    (d)    The
      Trustee shall, upon a written order of the Company signed by an Officer (an
      “Authentication
      Order”),
      authenticate Notes for issuance.

     

    (e)    The
      Trustee may appoint an authenticating agent acceptable to the Company to
      authenticate Notes. Unless otherwise provided in such appointment, an
      authenticating agent may authenticate Notes whenever the Trustee may do so.
      Each
      reference in this Indenture to authentication by the Trustee includes
      authentication by such agent. An authenticating agent shall have the same rights
      as the Trustee to deal with Holders, the Company or an Affiliate of the
      Company.

     

    
      
        
          	Section 2.03. 	Registrar
                  and Paying Agent.


        

         

      

    

    (a)    The
      Company shall maintain an office or agency where Notes may be presented for
      registration of transfer or for exchange (“Registrar”)
      and an
      office or agency where Notes may be presented for payment (“Paying
      Agent”).
      The
      Registrar shall keep a register (the “Security
      Register”)
      of the
      Notes and of their transfer and exchange. The Company may appoint one or more
      co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
      paying agent. The Company may change any Paying Agent or Registrar without
      notice to any Holder. The Company shall notify the Trustee in writing of the
      name and address of any Agent not a party to this Indenture. If the Company
      fails to appoint or maintain another entity as Registrar or Paying Agent, the
      Trustee shall act as such. The Company or any of its Subsidiaries may act as
      Paying Agent or Registrar.

     

    (b)    The
      Company initially appoints The Depository Trust Company (“DTC”)
      to act
      as Depositary with respect to the Global Notes. The Custodian agreed to act
      as
      Custodian on behalf of DTC with respect to the Global Notes.

     

    (c)    The
      Company initially appoints the Trustee to act as Registrar and Paying Agent,
      and
      the Trustee hereby agrees so to initially act.

     

    
      
        	Section 2.04. 	Paying
                Agent To Hold Money in
                Trust.


      

       

    

    The
      Company shall require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent shall hold in trust for the benefit of Holders
      or
      the Trustee all money held by the Paying Agent for the payment of principal,
      premium, if any, or interest on the Notes, and shall notify the Trustee of
      any
      default by the Company in making any such payment. While any such default
      continues, the Trustee may require a Paying Agent to pay all funds held by
      it
      relating to the Notes to the Trustee. The Company at any time may require a
      Paying Agent to pay all funds held by it to the Trustee. Upon payment over
      to
      the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
      have no further liability for such funds. If the Company or a Subsidiary acts
      as
      Paying Agent, it shall segregate and hold in a separate trust fund for the
      benefit of the Holders all funds held by it as Paying Agent. Upon any Event
      of
      Default under Sections 6.01(d) and (e) hereof relating to the Company, the
      Trustee shall serve as Paying Agent for the Notes.

     

     

    
      
        
        

      

      
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        	Section 2.05. 	Holder
                Lists.


      

       

    

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of all Holders
      and
      shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
      the Company shall furnish or cause to be furnished to the Trustee at least
      seven
      Business Days before each Interest Payment Date and at such other times as
      the
      Trustee may request in writing, a list in such form and as of such date or
      such
      shorter time as the Trustee may allow, as the Trustee may reasonably require
      of
      the names and addresses of the Holders and the Company shall otherwise comply
      with TIA § 312(a).

     

    
      
        	Section 2.06. 	Transfer
                and Exchange.


      

       

    

    (a)    Transfer
      and Exchange of Global Notes.
      A
      Global Note may not be transferred as a whole except by the Depositary to a
      nominee of the Depositary, by a nominee of the Depositary to the Depositary
      or
      to another nominee of the Depositary, or by the Depositary or any such nominee
      to a successor Depositary or a nominee of such successor Depositary. Upon the
      occurrence of any of the events set forth in Section 2.01(e) above, Definitive
      Notes shall be issued in denominations of $1,000 or integral multiples thereof
      and in such names as the Depositary shall instruct the Trustee in writing.
      Global Notes also may be exchanged or replaced, in whole or in part, as provided
      in Sections 2.07 and 2.10 hereof. Except as provided above, every Note
      authenticated and delivered in exchange for, or in lieu of, a Global Note or
      any
      portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
      shall be authenticated and delivered in the form of, and shall be, a Global
      Note. A Global Note may not be exchanged for another Note other than as provided
      in this Section 2.06(a), and beneficial interests in a Global Note may not
      be
      transferred and exchanged other than as provided in Section 2.06(b), (c) or
      (f)
      hereof.

     

    (b)    Transfer
      and Exchange of Beneficial Interests in the Global
      Notes.
      The
      transfer and exchange of beneficial interests in the Global Notes shall be
      effected through the Depositary, in accordance with the provisions of this
      Indenture and the Applicable Procedures. Beneficial interests in the Restricted
      Global Notes shall be subject to restrictions on transfer comparable to those
      set forth herein to the extent required by the Securities Act. Transfers of
      beneficial interests in Global Notes also shall require compliance with either
      clause (i) or (ii) below, as applicable, as well as one or more of the other
      following clauses, as applicable:

     

    (i)       Transfer
      of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to Persons
      who take delivery thereof in the form of a beneficial interest in the same
      Restricted Global Note in accordance with the transfer restrictions set forth
      in
      the Private Placement Legend and any Applicable Procedures. Beneficial interests
      in any Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Note.
      Except as may be required by any Applicable Procedures, no written orders or
      instructions shall be required to be delivered to the Registrar to effect the
      transfers described in this Section 2.06(b)(i).

     

    (ii)            
      All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Notes.
      In
      connection with all transfers and exchanges of beneficial interests that are
      not
      subject to Section 2.06(b)(i) above, the transferor of such beneficial interest
      must deliver to the Registrar either (A)(1) a written order from a
      Participant or an Indirect Participant given to the Depositary in accordance
      with the Applicable Procedures directing the Depositary to credit or cause
      to be
      credited a beneficial interest in another Global Note in an amount equal to
      the
      beneficial interest to be transferred or exchanged and (2) instructions
      given in accordance with the Applicable Procedures containing information
      regarding the Participant account to be credited with such increase or
      (B)(1) if permitted under Section 2.06(a), a written order from a
      Participant or an Indirect Participant given to the Depositary in accordance
      with the Applicable Procedures directing the Depositary to cause to be issued
      a
      Definitive Note in an amount equal to the beneficial interest to be transferred
      or exchanged and (2) instructions given by the Depositary to the Registrar
      containing information regarding the Person in whose name such Definitive Note
      shall be registered to effect the transfer or exchange referred to in (B)(1)
      above. Upon consummation of an Exchange Offer by the Company in accordance
      with
      Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall
      be
      deemed to have been satisfied upon receipt by the Registrar of the instructions
      contained in the Letter of Transmittal delivered by the Holder of such
      beneficial interests in the Restricted Global Notes. Upon satisfaction of all
      of
      the requirements for transfer or exchange of beneficial interests in Global
      Notes contained in this Indenture and the Notes or otherwise applicable under
      the Securities Act, the Trustee shall adjust the principal amount of the
      relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     

     

    
      
        
        

      

      
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    (iii)           
      Transfer
      of Beneficial Interests in a Restricted Global Note to Another Restricted Global
      Note.
      A
      holder of a beneficial interest in a Restricted Global Note may transfer such
      beneficial interest to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer complies
      with the requirements of Section 2.06(b)(ii) above and the Registrar receives
      the following:

     

    (A) if
      the
      transferee will take delivery in the form of a beneficial interest in the 144A
      Global Note, then the transferor must deliver a certificate in the form of
      Exhibit B hereto, including the certifications in item (1) thereof or, if
      permitted by the Applicable Procedures, item (3) thereof; and

     

    (B) if
      the
      transferee will take delivery in the form of a beneficial interest in the
      Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
      as
      the case may be, then the transferor must deliver a certificate in the form
      of
      Exhibit B hereto, including the certifications in item (2) thereof.

     

    (iv)           
      Transfer
      or Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
      Interests in an Unrestricted Global Note.
      A
      holder of a beneficial interest in a Restricted Global Note may exchange such
      beneficial interest for a beneficial interest in an Unrestricted Global Note
      or
      may transfer such beneficial interest to a Person who takes delivery thereof
      in
      the form of a beneficial interest in an Unrestricted Global Note only if the
      exchange or transfer complies with the requirements of Section 2.06(b)(ii)
      above
      and:

     

    (A) such
      exchange or transfer is effected pursuant to the Exchange Offer in accordance
      with a Registration Rights Agreement and the holder of the beneficial interest,
      in the case of an exchange, or the transferee, in the case of a transfer, makes
      any and all certifications required in the applicable Letter of Transmittal
      (or
      is deemed to have made such certifications if delivery is made through the
      Applicable Procedures) as may be required by such Registration Rights
      Agreement;

     

    (B) such
      transfer is effected pursuant to a Shelf Registration Statement in accordance
      with a Registration Rights Agreement;

     

    (C) such
      transfer is effected by a broker-dealer pursuant to an Exchange Offer
      Registration Statement in accordance with a Registration Rights Agreement;
      or

     

    (D) the
      Registrar receives the following:

     

    (1) if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for a beneficial interest in an Unrestricted
      Global Note, a certificate from such holder in the form of Exhibit C hereto,
      including the certifications in item (1)(a) thereof; or

     

     

    
      
        
        

      

      
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    (2) if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of a beneficial interest in an Unrestricted Global Note, a certificate
      from such holder in the form of Exhibit B hereto, including the certifications
      in item (4) thereof;

     

    and,
      in
      each such case set forth in this clause (D), if the Registrar so requests or
      if
      the Applicable Procedures so require, an Opinion of Counsel in form reasonably
      acceptable to the Registrar to the effect that such exchange or transfer
      complies with the Securities Act and that the restrictions on transfer contained
      herein and in the Private Placement Legend are no longer required in order
      to
      maintain compliance with the Securities Act.

     

    If
      any
      such transfer is effected pursuant to clause (B) or (D) above at a time when
      an
      Unrestricted Global Note has not yet been issued, the Company shall execute
      and,
      upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
      the Trustee shall authenticate one or more Unrestricted Global Notes in an
      aggregate principal amount equal to the aggregate principal amount of beneficial
      interests transferred pursuant to clause (B) or (D) above.

     

    (v)            
      Transfer
      or Exchange of Beneficial Interests in an Unrestricted Global Note for
      Beneficial Interests in a Restricted Global Note Prohibited.
      Beneficial interests in an Unrestricted Global Note may not be exchanged for,
      or
      transferred to Persons who take delivery thereof in the form of, beneficial
      interests in a Restricted Global Note.

     

    (c)    Transfer
      and Exchange of Beneficial Interests in Global Notes for Definitive
      Notes.

     

    (i)             
      Transfer
      or Exchange of Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes.
      Subject
      to Section 2.06(a) hereof, if any holder of a beneficial interest in a
      Restricted Global Note proposes to exchange such beneficial interest for a
      Restricted Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

     

    (A) if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for a Restricted Definitive Note, a
      certificate from such holder in the form of Exhibit C hereto, including the
      certifications in item (2)(a) thereof;

     

    (B) if
      such
      beneficial interest is being transferred to a QIB in accordance with Rule 144A,
      a certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (1) thereof;

     

    (C) if
      such
      beneficial interest is being transferred to a “Non-U.S. Person” in an offshore
      transaction (as defined in Section 902(k) of Regulation S) in accordance with
      Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (2) thereof;

     

    (D) if
      such
      beneficial interest is being transferred pursuant to an exemption from the
      registration requirements of the Securities Act in accordance with Rule 144
      under the Securities Act, a certificate to the effect set forth in Exhibit
      B
      hereto, including the certifications in item (3)(a) thereof; or

     

     

    
      
        
        

      

      
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    (E) if
      such
      beneficial interest is being transferred to the Company or any of its
      Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof,

     

    the
      Trustee shall reduce or cause to be reduced in a corresponding amount pursuant
      to Section 2.06(h) hereof, the aggregate principal amount of the applicable
      Restricted Global Note, and the Company shall execute and, upon receipt of
      an
      Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate and deliver a Restricted Definitive Note in the appropriate
      principal amount to the Person designated by the holder of such beneficial
      interest in the instructions delivered to the Registrar by the Depositary and
      the applicable Participant or Indirect Participant on behalf of such holder.
      Any
      Restricted Definitive Note issued in exchange for beneficial interests in a
      Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered
      in such name or names and in such authorized denomination or denominations
      as
      the holder of such beneficial interest shall designate in such instructions.
      The
      Trustee shall deliver such Restricted Definitive Notes to the Persons in whose
      names such Notes are so registered. Any Restricted Definitive Note issued in
      exchange for a beneficial interest in a Restricted Global Note pursuant to
      this
      Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject
      to all restrictions on transfer contained therein.

     

    (ii)            
      Transfer
      or Exchange of Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes.
      Subject
      to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted
      Global Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes delivery
      thereof in the form of an Unrestricted Definitive Note only if:

     

    (A) such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with a Registration Rights Agreement and the holder of such beneficial interest,
      in the case of an exchange, or the transferee, in the case of a transfer, makes
      any and all certifications in the applicable Letter of Transmittal (or is deemed
      to have made such certifications if delivery is made through the Applicable
      Procedures) as may be required by such Registration Rights
      Agreement;

     

    (B) such
      transfer is effected pursuant to a Shelf Registration Statement in accordance
      with a Registration Rights Agreement;

     

    (C) such
      transfer is effected by a broker-dealer pursuant to an Exchange Offer
      Registration Statement in accordance with a Registration Rights Agreement;
      or

     

    (D) the
      Registrar receives the following:

     

    (1) if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for an Unrestricted Definitive Note, a
      certificate from such holder in the form of Exhibit C hereto, including the
      certifications in item (1)(b) thereof; or

     

    (2) if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of an Unrestricted Definitive Note, a certificate from such holder
      in
      the form of Exhibit B hereto, including the certifications in item (4)
      thereof;

     

    and,
      in
      each such case set forth in this clause (D), if the Registrar so requests or
      if
      the Applicable Procedures so require, an Opinion of Counsel in form reasonably
      acceptable to the Registrar to the effect that such exchange or transfer
      complies with the Securities Act and that the restrictions on transfer contained
      herein and in the Private Placement Legend are no longer required in order
      to
      maintain compliance with the Securities Act.

     

     

    
      
        
        

      

      
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    Upon
      satisfaction of any of the conditions of any of the clauses of this Section
      2.06(c)(ii), the Company shall execute and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
      and
      deliver an Unrestricted Definitive Note in the appropriate principal amount
      to
      the Person designated by the holder of such beneficial interest in instructions
      delivered to the Registrar by the Depositary and the applicable Participant
      or
      Indirect Participant on behalf of such holder, and the Trustee shall reduce
      or
      cause to be reduced in a corresponding amount pursuant to Section 2.06(h),
      the
      aggregate principal amount of the applicable Restricted Global
      Note.

     

    (iii)           
      Transfer
      or Exchange of Beneficial Interests in Unrestricted Global Notes to Unrestricted
      Definitive Notes.
      Subject
      to Section 2.06(a) hereof, if any holder of a beneficial interest in an
      Unrestricted Global Note proposes to exchange such beneficial interest for
      an
      Unrestricted Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of an Unrestricted Definitive Note,
      then,
      upon satisfaction of the applicable conditions set forth in Section 2.06(b)(ii)
      hereof, the Trustee shall reduce or cause to be reduced in a corresponding
      amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of
      the
      applicable Unrestricted Global Note, and the Company shall execute, and, upon
      receipt of an Authentication Order in accordance with Section 2.02 hereof,
      the
      Trustee shall authenticate and deliver an Unrestricted Definitive Note in the
      appropriate principal amount to the Person designated by the holder of such
      beneficial interest in instructions delivered to the Registrar by the Depositary
      and the applicable Participant or Indirect Participant on behalf of such holder.
      Any Unrestricted Definitive Note issued in exchange for a beneficial interest
      pursuant to this Section 2.06(c)(iii) shall be registered in such name or names
      and in such authorized denomination or denominations as the holder of such
      beneficial interest shall designate in such instructions. The Trustee shall
      deliver such Unrestricted Definitive Notes to the Persons in whose names such
      Notes are so registered. Any Unrestricted Definitive Note issued in exchange
      for
      a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear
      the
      Private Placement Legend.

     

    (d)    Transfer
      and Exchange of Definitive Notes for Beneficial Interests in the Global
      Notes.

     

    (i)             
      Transfer
      or Exchange of Restricted Definitive Notes to Beneficial Interests in Restricted
      Global Notes.
      If any
      holder of a Restricted Definitive Note proposes to exchange such Restricted
      Definitive Note for a beneficial interest in a Restricted Global Note or to
      transfer such Restricted Definitive Note to a Person who takes delivery thereof
      in the form of a beneficial interest in a Restricted Global Note, then, upon
      receipt by the Registrar of the following documentation:

     

    (A) if
      the
      holder of such Restricted Definitive Note proposes to exchange such Restricted
      Definitive Note for a beneficial interest in a Restricted Global Note, a
      certificate from such holder in the form of Exhibit C hereto, including the
      certifications in item (2)(b) thereof;

     

    (B) if
      such
      Restricted Definitive Note is being transferred to a QIB in accordance with
      Rule
      144A, a certificate to the effect set forth in Exhibit B hereto, including
      the
      certifications in item (1) thereof;

     

    (C) if
      such
      Restricted Definitive Note is being transferred to a “non-U.S. Person” in an
      offshore transaction (as defined in Rule 902(k) of Regulation S) in accordance
      with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit
      B
      hereto, including the certifications in item (2) thereof;

     

    (D) if
      such
      Restricted Definitive Note is being transferred pursuant to an exemption from
      the registration requirements of the Securities Act in accordance with Rule
      144,
      a certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof; or

     

     

    
      
        
        

      

      
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    (E) if
      such
      Restricted Definitive Note is being transferred to the Company or any of its
      Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof,

     

    the
      Trustee shall cancel the Restricted Definitive Note, increase or cause to be
      increased in a corresponding amount pursuant to Section 2.06(h) hereof, the
      aggregate principal amount of:  in the case of clause (A) above, the
      appropriate Restricted Global Note in the case of clause (B) above, a 144A
      Global Note; in the case of clause (C) above, a Regulation S Global Note; and
      in
      all other cases, a IAI Global Note.

     

    (ii)            
      Transfer
      or Exchange of Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes.
      A
      holder of a Restricted Definitive Note may exchange such Restricted Definitive
      Note for a beneficial interest in an Unrestricted Global Note or transfer such
      Restricted Definitive Note to a Person who takes delivery thereof in the form
      of
      a beneficial interest in an Unrestricted Global Note only if:

     

    (A) such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with a Registration Rights Agreement and the holder of such beneficial interest,
      in the case of an exchange, or the transferee, in the case of a transfer, makes
      any and all certifications in the applicable Letter of Transmittal (or is deemed
      to have made such certifications if delivery is made through the Applicable
      Procedures) as may be required by such Registration Rights
      Agreement;

     

    (B) such
      transfer is effected pursuant to a Shelf Registration Statement in accordance
      with a Registration Rights Agreement;

     

    (C) such
      transfer is effected by a broker-dealer pursuant to an Exchange Offer
      Registration Statement in accordance with a Registration Rights Agreement;
      or

     

    (D) the
      Registrar receives the following:

     

    (1) if
      the
      holder of such Restricted Definitive Note proposes to exchange such Restricted
      Definitive Note for a beneficial interest in an Unrestricted Global Note, a
      certificate from such holder in the form of Exhibit C hereto, including the
      certifications in item (1)(c) thereof; or

     

    (2) if
      the
      holder of such Restricted Definitive Note proposes to transfer such Restricted
      Definitive Note to a Person who shall take delivery thereof in the form of
      a
      beneficial interest in an Unrestricted Global Note, a certificate from such
      Holder in the form of Exhibit B hereto, including the certifications in item
      (4)
      thereof;

     

    and,
      in
      each such case set forth in this clause (D), if the Registrar so requests or
      if
      the Applicable Procedures so require, an Opinion of Counsel in form reasonably
      acceptable to the Registrar to the effect that such exchange or transfer shall
      be effected in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Private Placement Legend shall no longer
      be
      required in order to maintain compliance with the Securities Act.

     

    Upon
      satisfaction of the conditions of any of the clauses in this Section
      2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and
      increase or cause to be increased in a corresponding amount pursuant to Section
      2.06(h) hereof, the aggregate principal amount of the Unrestricted Global
      Note.

     

    (iii)           
      Transfer
      or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes.
      A
      holder of an Unrestricted Definitive Note may exchange such Unrestricted
      Definitive Note for a beneficial interest in an Unrestricted Global Note or
      transfer such Unrestricted Definitive Note to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Note
      at
      any time. Upon receipt of a request for such an exchange or transfer, the
      Trustee shall cancel the applicable Unrestricted Definitive Note and increase
      or
      cause to be increased in a corresponding amount pursuant to Section 2.06(h)
      hereof the aggregate principal amount of one of the Unrestricted Global
      Notes.

     

     

    
      
        
        

      

      
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    (iv)           
      Transfer
      or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes Prohibited.
      An
      Unrestricted Definitive Note may not be exchanged for, or transferred to Persons
      who take delivery thereof in the form of, beneficial interests in a Restricted
      Global Note.

     

    (v)           
      Issuance
      of Unrestricted Global Notes.
      If any
      such exchange or transfer of a Definitive Note for a beneficial interest in
      an
      Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or
      (iii) of this Section 2.06 at a time when an Unrestricted Global Note has not
      yet been issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
      one
      or more Unrestricted Global Notes in an aggregate principal amount equal to
      the
      principal amount of Definitive Notes so transferred.

     

    (e)    Transfer
      and Exchange of Definitive Notes for Definitive Notes.
      Upon
      request by a holder of Definitive Notes and such holder’s compliance with the
      provisions of this Section 2.06(e), the Registrar shall register the transfer
      or
      exchange of Definitive Notes. Prior to such registration of transfer or
      exchange, the requesting holder shall present or surrender to the Registrar
      the
      Definitive Notes duly endorsed or accompanied by a written instruction of
      transfer in form satisfactory to the Registrar duly executed by such holder.
      In
      addition, the requesting holder shall provide any additional certifications,
      documents and information, as applicable, required pursuant to the following
      provisions of this Section 2.06(e).

     

    (i)             
      Transfer
      of Restricted Definitive Notes to Restricted Definitive Notes.
      Any
      Restricted Definitive Note may be transferred to and registered in the name
      of
      Persons who take delivery thereof in the form of a Restricted Definitive Note
      if
      the Registrar receives the following:

     

    (A) if
      the
      transfer will be made pursuant to Rule 144A, a certificate in the form of
      Exhibit B hereto, including the certifications in item (1) thereof;

     

    (B) if
      the
      transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the
      form of Exhibit B hereto, including the certifications in item (2) thereof;
      and

     

    (C) if
      the
      transfer will be made pursuant to any other exemption from the registration
      requirements of the Securities Act, a certificate in the form of Exhibit B
      hereto, including the certifications, certificates and Opinion of Counsel
      required by item (3) thereof, if applicable.

     

    (ii)            
      Transfer
      or Exchange of Restricted Definitive Notes to Unrestricted Definitive
      Notes.
      Any
      Restricted Definitive Note may be exchanged by the holder thereof for an
      Unrestricted Definitive Note or transferred to a Person or Persons who take
      delivery thereof in the form of an Unrestricted Definitive Note only
      if:

     

    (A) such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with a Registration Rights Agreement and the holder, in the case of an exchange,
      or the transferee, in the case of a transfer, makes any and all certifications
      in the applicable Letter of Transmittal (or is deemed to have made such
      certifications if delivery is made through the Applicable Procedures) as may
      be
      required by a Registration Rights Agreement;

     

    (B) any
      such
      transfer is effected pursuant to a Shelf Registration Statement in accordance
      with a Registration Rights Agreement;

     

     

    
      
        
        

      

      
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    (C) any
      such
      transfer is effected by a broker-dealer pursuant to an Exchange Offer
      Registration Statement in accordance with a Registration Rights Agreement;
      or

     

    (D) the
      Registrar receives the following:

     

    (1) if
      the
      holder of such Restricted Definitive Note proposes to exchange such Restricted
      Definitive Notes for an Unrestricted Definitive Note, a certificate from such
      holder in the form of Exhibit C hereto, including the certifications in item
      (1)(d) thereof; or

     

    (2) if
      the
      holder of such Restricted Definitive Notes proposes to transfer such Restricted
      Definitive Notes to a Person who shall take delivery thereof in the form of
      an
      Unrestricted Definitive Note, a certificate from such holder in the form of
      Exhibit B hereto, including the certifications in item (4) thereof;

     

    and,
      in
      each such case set forth in this clause (D), if the Registrar so requests,
      an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
      that such exchange or transfer complies with the Securities Act and that the
      restrictions on transfer contained herein and in the Private Placement Legend
      are no longer required in order to maintain compliance with the Securities
      Act.

     

    Upon
      satisfaction of the conditions of any of the clauses of this Section
      2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note
      and
      the Company shall execute, and upon receipt of an Authentication Order in
      accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver
      an Unrestricted Definitive Note in the appropriate aggregate principal amount
      to
      the Person designated by the holder of such prior Restricted Definitive Note
      in
      instructions delivered to the Registrar by such holder.

     

    (iii)           
      Transfer
      of Unrestricted Definitive Notes to Unrestricted Definitive
      Notes.
      A
      holder of Unrestricted Definitive Notes may transfer such Unrestricted
      Definitive Notes to a Person who takes delivery thereof in the form of an
      Unrestricted Definitive Note. Upon receipt of a request to register such a
      transfer, the Registrar shall register the Unrestricted Definitive Notes
      pursuant to the instructions from the holder thereof.

     

    (f)    Exchange
      Offer.
      Upon
      the occurrence of an Exchange Offer in accordance with a Registration Rights
      Agreement, the Company shall issue and, upon receipt of an Authentication Order
      in accordance with Section 2.02 hereof, the Trustee shall authenticate (A)
      one
      or more Unrestricted Global Notes in an aggregate principal amount equal to
      the
      aggregate principal amount of the beneficial interests in the applicable
      Restricted Global Notes (1) tendered for acceptance by Persons that make any
      and
      all certifications in the applicable Letters of Transmittal (or are deemed
      to
      have made such certifications if delivery is made through the Applicable
      Procedures) as may be required by such Registration Rights Agreement and (2)
      accepted for exchange in such Exchange Offer and (B) Unrestricted Definitive
      Notes in an aggregate principal amount equal to the aggregate principal amount
      of the Restricted Definitive Notes tendered for acceptance by Persons who made
      the foregoing certifications and accepted for exchange in the Exchange Offer.
      Concurrently with the issuance of such Notes, the Trustee shall reduce or cause
      to be reduced in a corresponding amount the aggregate principal amount of the
      applicable Restricted Global Notes, and the Company shall execute and, upon
      receipt of an Authentication Order in accordance with Section 2.02 hereof,
      the
      Trustee shall authenticate and deliver to the Persons designated by the holders
      of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in
      the
      appropriate aggregate principal amount.

     

    (g)    Legends.
      The
      following legends shall appear on the face of all Global Notes and Definitive
      Notes issued under this Indenture unless specifically stated otherwise in the
      applicable provisions of this Indenture.

     

     

     

    
      
        
        

      

      
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      (i)             
        Private
        Placement Legend.

       

    

    (A) Except
      as
      permitted by clause (B) below, each Global Note and each Definitive Note (and
      all Notes issued in exchange therefor or substitution thereof) shall bear the
      legend in substantially the following form:

     

    “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
      JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY
      BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     

    THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE “RESALE RESTRICTION
      TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
      HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
      WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
      (A)
      TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
      STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
      SO
      LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
      THE
      SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
      IS
      GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
      TO
      OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE OF THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
      UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
      THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
      ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000,
      FOR
      INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
      WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
      ANY
      OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY
      OF
      AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
      TO
      EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
      THE RESALE RESTRICTION TERMINATION DATE.”

     

    (B) Notwithstanding
      the foregoing, any Global Note or Definitive Note issued pursuant to clauses
      (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to
      this
      Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
      shall not bear the Private Placement Legend.

     

    (ii)            
      Global
      Note Legend.
      Each
      Global Note shall bear a legend in substantially the following
      form:

     

    “THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

     

    
      
        
        

      

      
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    UNLESS
      AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
      THIS
      NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
      OF
      THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
      NOTE
      IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
      A
      NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
      TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
      OF
      CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
      OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.”

     

    (h)    Cancellation
      and/or Adjustment of Global Notes.
      At such
      time as all beneficial interests in a particular Global Note have been exchanged
      for Definitive Notes or a particular Global Note has been redeemed, repurchased
      or cancelled in whole and not in part, each such Global Note shall be returned
      to or retained and cancelled by the Trustee in accordance with Section 2.11
      hereof. At any time prior to such cancellation, if any beneficial interest
      in a
      Global Note is exchanged for or transferred to a Person who will take delivery
      thereof in the form of a beneficial interest in another Global Note or for
      Definitive Notes, the aggregate principal amount of Notes represented by such
      Global Note shall be reduced accordingly and an endorsement shall be made on
      such Global Note by the Trustee or by the Custodian at the direction of the
      Trustee to reflect such reduction; and if the beneficial interest is being
      exchanged for or transferred to a Person who will take delivery thereof in
      the
      form of a beneficial interest in another Global Note, the aggregate principal
      amount of such other Global Note shall be increased accordingly and an
      endorsement shall be made on such Global Note by the Trustee or by the Custodian
      at the direction of the Trustee to reflect such increase.

     

    (i)    General
      Provisions Relating to Transfers and Exchanges.

     

    (i)      No
      service charge shall be made to a holder of a beneficial interest in a Global
      Note or to a Holder of a Definitive Note for any registration of transfer or
      exchange, but the Company may require payment of a sum sufficient to cover
      any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.10, 3.02, 4.10 and 9.05
      hereof).

     

    (ii)      All
      Global Notes and Definitive Notes issued upon any registration of transfer
      or
      exchange of Global Notes or Definitive Notes shall be the valid obligations
      of
      the Company, evidencing the same debt as the Global Notes or Definitive Notes
      surrendered upon such registration of transfer or exchange and shall be entitled
      to all of the benefits of this Indenture equally and proportionately with all
      other Notes duly issued hereunder.

     

    (iii)     Neither
      the Registrar nor the Company shall be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the opening
      of
      business 15 days before the day of any selection of Notes for redemption under
      Section 3.02 hereof and ending at the close of business on the date of
      selection, (B) to register the transfer of or to exchange any Note so selected
      for redemption in whole or in part, except the unredeemed portion of any Note
      being redeemed in part or (C) to register the transfer of or to exchange a
      Note
      between a record date (including a Regular Record Date) and the next succeeding
      Interest Payment Date.

     

    (iv)     Prior
      to
      due presentment for the registration of transfer of any Note, the Trustee,
      any
      Agent and the Company may deem and treat the Person in whose name any Note
      is
      registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of, premium, if any, and interest on such Note and for
      all
      other purposes, in each case regardless of any notice to the
      contrary.

     

     

    
      
        
        

      

      
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    (v)      All
      certifications, certificates and Opinions of Counsel required to be submitted
      to
      the Registrar pursuant to this Section 2.06 to effect a registration of transfer
      or exchange may be submitted by facsimile.

     

    (vi)     The
      Trustee is hereby authorized and directed to enter into a letter of
      representation with the Depositary in the form provided by the Company and
      to
      act in accordance with such letter.

     

    
      
        	Section 2.07. 	Replacement
                Notes.


      

       

    

    If
      any
      mutilated Note is surrendered to the Trustee or the Company and the Trustee
      receives evidence to its satisfaction of the destruction, loss or theft of
      any
      Note, the Company shall issue and, upon receipt of an Authentication Order
      in
      accordance with Section 2.02 hereof, the Trustee shall authenticate a
      replacement Note. If required by the Trustee or the Company, the Holder of
      such
      Note shall provide indemnity that is sufficient, in the judgment of the Trustee
      or the Company, to protect the Company, the Trustee, any Agent and any
      authenticating agent from any loss that any of them may suffer in connection
      with such replacement. If required by the Company, such Holder shall reimburse
      the Company for its reasonable expenses in connection with such
      replacement.

     

    Every
      replacement Note issued in accordance with this Section 2.07 shall be the valid
      obligation of the Company, evidencing the same Indebtedness as the destroyed,
      lost or stolen Note, and shall be entitled to all of the benefits of this
      Indenture equally and proportionately with all other Notes duly issued
      hereunder.

     

    
      
        	Section 2.08. 	Outstanding
                Notes.


      

       

    

    (a)    The
      Notes
      outstanding at any time shall be the entire principal amount of Notes
      represented by all of the Global Notes and Definitive Notes authenticated by
      the
      Trustee except for those cancelled by it, those delivered to it for
      cancellation, those subject to reductions in beneficial interests effected
      by
      the Trustee in accordance with Section 2.06 hereof, and those described in
      this
      Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof,
      a
      Note shall not cease to be outstanding because the Company or an Affiliate
      of
      the Company holds the Note.

     

    (b)    If
      a Note
      is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding
      unless the Trustee receives proof satisfactory to it that the replaced Note
      is
      held by a protected purchaser.

     

    (c)    If
      the
      principal amount of any Note is considered paid under Section 4.01 hereof,
      it
      shall cease to be outstanding and interest on it shall cease to
      accrue.

     

    (d)    If
      the
      Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
      thereof) holds, on a redemption date or a maturity date, funds sufficient to
      pay
      Notes payable on that date, then on and after that date such Notes shall be
      deemed to be no longer outstanding and shall cease to accrue
      interest.

    
       

      
        	Section 2.09. 	Treasury
                Notes.


      

       

    

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

     

    
      
        	Section 2.10. 	Temporary
                Notes.


      

       

    

    Until
      certificates representing Notes are ready for delivery, the Company may prepare
      and, upon receipt of an Authentication Order in accordance with Section 2.02
      hereof, the Trustee shall authenticate temporary Notes (each a “Temporary
      Note”).
      Temporary Notes
      shall be substantially in the form of Definitive Notes but may have variations
      that the Company considers appropriate for temporary Notes and as shall be
      reasonably acceptable to the Trustee. Without unreasonable delay, the Company
      shall prepare and the Trustee shall authenticate Global Notes or Definitive
      Notes in exchange for Temporary Notes, as applicable. After preparation of
      Definitive Notes, the Temporary Note will be exchangeable for Definitive Notes
      upon surrender of the Temporary Notes.

     

     

    
      
        
        

      

      
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    Holders
      of Temporary Notes shall be entitled to all of the benefits of this Indenture
      equally and proportionately with all other Notes duly issued
      hereunder.

     

    
      
        	Section 2.11. 	Cancellation.


      

       

    

    The
      Company at any time may deliver Notes to the Trustee for cancellation. The
      Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
      to
      them for registration of transfer, exchange or payment. Upon sole direction
      of
      the Company, the Trustee and no one else shall cancel all Notes surrendered
      for
      registration of transfer, exchange, payment, replacement or cancellation and
      shall destroy cancelled Notes (subject to the record retention requirements
      of
      the Exchange Act or other applicable laws) unless by written order, signed
      by an
      Officer of the Company, the Company directs them to be returned to it.
      Certification of the destruction of all cancelled Notes shall be delivered
      to
      the Company from time to time upon request. The Company may not issue new Notes
      to replace Notes that it has paid for that have been delivered to the Trustee
      for cancellation.

     

    
      
        	Section 2.12. 	Payment
                of Interest; Defaulted Interest.


      

       

    

    If
      the
      Company defaults in a payment of interest on the Notes, it shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest, to the Persons who are Holders on a
      subsequent special record date, in each case at the rate provided in the Notes.
      The Company shall notify the Trustee in writing of the amount of defaulted
      interest proposed to be paid on each Note and the date of the proposed payment.
      The Company shall fix or cause to be fixed each such special record date and
      payment date; provided
      that no
      such special record date shall be less than 10 days prior to the related
      Interest Payment Date for such defaulted interest. At least 15 days before
      the
      special record date, the Company (or, upon the written request of the Company,
      the Trustee in the name and at the expense of the Company) shall mail or cause
      to be mailed to Holders a notice that states the special record date, the
      related Interest Payment Date and the amount of such interest to be
      paid.

     

    
      
        	Section 2.13. 	CUSIP
                or ISIN Numbers.


      

       

    

     

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

     

    
      
        	Section 2.14. 	Special
                Interest.


      

       

    

    If
      Special Interest is payable by the Company pursuant to a Registration Rights
      Agreement and paragraph 3 of the Notes, the Company shall deliver to the Trustee
      a certificate to that effect stating (i) the amount of such Special Interest
      that is payable and (ii) the date on which such interest is payable pursuant
      to
      Section 4.01 hereof. Unless and until a Responsible Officer of the Trustee
      receives such a certificate or instruction or direction from the Holders in
      accordance with the terms of this Indenture, the Trustee may assume without
      inquiry that no Special Interest is payable. The foregoing shall not prejudice
      the rights of the Holders with respect to their entitlement to Special Interest
      as otherwise set forth in this Indenture or the Notes and pursuing any action
      against the Company directly or otherwise directing the Trustee to take any
      such
      action in accordance with the terms of this Indenture and the Notes. If the
      Company has paid Special Interest directly to the Persons entitled to it, the
      Company shall deliver to the Trustee an Officers’ Certificate setting forth the
      details of such payment.

     

     

    
      
        
        

      

      
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        	Section 2.15. 	Issuance
                of Additional Notes.


      

       

    

    The
      Company shall be entitled to issue Additional Notes under this Indenture which
      shall have identical terms as the Initial Notes issued on the date hereof,
      other
      than with respect to the date of issuance, issue price and rights under a
      related Registration Rights Agreement, if any. The Initial Notes issued on
      the
      date hereof, any Additional Notes and all Exchange Notes issued in exchange
      therefor shall be treated as a single class for all purposes under this
      Indenture, including directions, waivers, amendments, consents, redemptions
      and
      offers to purchase.

     

    With
      respect to any Additional Notes, the Company shall set forth in a Board
      Resolution and an Officers’ Certificate, a copy of each of which shall be
      delivered to the Trustee, the following information:

     

    (a)    the
      aggregate principal amount of such Additional Notes to be authenticated and
      delivered pursuant to this Indenture;

     

    (b)    the
      issue
      price, the issue date and the CUSIP and/or ISIN number of such Additional Notes;
      provided,
      however,
      that no
      Additional Notes may be issued at a price that would cause such Additional
      Notes
      to have “original issue discount” within the meaning of Section 1273 of the
      Code, other than a de
      minimis
      original
      issue discount within the meaning of Section 1273 of the Code; and

     

    (c)    whether
      such Additional Notes shall be subject to the restrictions on transfer set
      forth
      in Section 2.06 hereof relating to Restricted Global Notes and Restricted
      Definitive Notes.

     

    
      
        
          	Section 2.16. 	Record
                  Date.


        

      

    

     

    The
      record date for purposes of determining the identity of Holders of Notes
      entitled to vote or consent to any action by vote or consent or permitted under
      this Indenture shall be determined as provided for in TIA Section
      316(c).

     

    ARTICLE
      3.


     

    REDEMPTION
      AND PREPAYMENT

     

    
      
        
          	Section 3.01. 	Applicability
                  of Article.


        

         

      

    

    The
      provisions of this Article shall be applicable to the Notes which are redeemable
      before their maturity.

     

    
      
        
          	Section 3.02. 	Notice
                  of Redemption; Partial Redemptions.


        

         

      

    

    Notice
      of
      redemption to the Holders of Notes to be redeemed as a whole or in part at
      the
      option of the Company shall be given by mailing notice of such redemption by
      first class mail, postage prepaid, at least 30 days and not more than 60 days
      prior to the date fixed for redemption to such Holders of Notes at their last
      addresses as they shall appear in the Security Register. Any notice which is
      mailed in the manner herein provided shall be conclusively presumed to have
      been
      duly given, whether or not the Holder receives the notice. Failure to give
      notice by mail, or any defect in the notice to the Holder of any Notes
      designated for redemption as a whole or in part shall not affect the validity
      of
      the proceedings for the redemption of any other Note. The notice of redemption
      to each such Holder shall specify (i) the principal amount of each Note held
      by
      such Holder to be redeemed, (ii) the date fixed for redemption, (iii) the
      redemption price, (iv) the place or places of payment, (v) the CUSIP number
      relating to the Notes, (vi) that payment will be made upon presentation and
      surrender of the Notes, (vii) whether interest, if any, accrued to the date
      fixed for redemption will be paid as specified in such notice and (viii) whether
      on and after said date interest, if any, thereon or on the portions thereof
      to
      be redeemed will cease to accrue. In case any Note is to be redeemed in part
      only, the notice of redemption shall state the portion of the principal amount
      thereof to be redeemed and shall state that on and after the date fixed for
      redemption, upon surrender of such Note, a new Note or Notes in principal amount
      equal to the unredeemed portion thereof will be issued.

     

     

    
      
        
        

      

      
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    The
      notice of redemption of Notes to be redeemed at the option 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.

     

    On
      or
      before the redemption date specified in the notice of redemption given as
      provided in this Section 3.02, the Company will deposit with the Trustee or
      with
      one or more Paying Agents (or, if the Company is acting as its own Paying Agent,
      set aside, segregate and hold in trust as provided in Section 3.05) an amount
      of
      money sufficient to redeem on the redemption date all the Securities of such
      series so called for redemption at the appropriate redemption price, together
      with accrued interest, if any, to the date fixed for redemption. The Company
      will deliver to the Trustee at least 45 days prior to the date fixed for
      redemption (unless a shorter notice period shall be satisfactory to the Trustee)
      an Officers’ Certificate stating the aggregate principal amount of Notes to be
      redeemed. In case of a redemption at the election of the Company prior to the
      expiration of any restriction on such redemption, the Company shall deliver
      to
      the Trustee, prior to the giving of any notice of redemption to Holders pursuant
      to this Section, an Officers’ Certificate stating that such restriction has been
      complied with.

     

    If
      less
      than all of the Notes are to be redeemed, selection of the Notes for redemption
      shall be made by the Trustee as follows:

     

    
      
        	 	(a) 	
                
                  if
                    the Notes are listed on any principal national securities exchange,
                    in
                    compliance with the requirements of such principal national securities
                    exchange; or

                

              
	 	 	 
	 	(b) 	
                
                  if
                    the Notes are not so listed, on a pro rata basis (subject to
                    the
                    procedures of DTC) or, to the extent a pro rata basis is not
                    permitted, in
                    such manner as the Trustee shall deem to be fair and
                    appropriate.

                

              


      

       

    

    However,
      no Note of $1,000 in principal amount or less shall be redeemed in part. A
      new
      Note in principal amount equal to the unredeemed portion shall be issued upon
      cancellation of the original Note. Notice of the redemption shall be given
      only
      after such selection has been made. Notes may be redeemed in part in multiples
      equal to the minimum authorized denomination for Notes or any multiple thereof.
      The Trustee shall promptly notify the Company in writing of the Notes selected
      for redemption and, in the case of any Notes selected for partial redemption,
      the principal amount thereof to be redeemed. For all purposes of this Indenture,
      unless the context otherwise requires, all provisions relating to the redemption
      of Notes shall relate, in the case of any Note redeemed or to be redeemed only
      in part, to the portion of the principal amount of such Note which has been
      or
      is to be redeemed.

    
      
         

        
          	Section 3.03. 	Payment
                  of Notes Called for Redemption.


        

         

      

    

    If
      notice
      of redemption has been given as provided by this Article 3, the Notes or
      portions of Notes specified in such notice shall become due and payable on
      the
      date and at the place or places stated in such notice at the applicable
      redemption price, together with interest, if any accrued to the date fixed
      for
      redemption, and on and after said date (unless the Company shall default in
      the
      payment of such Notes at the redemption price, together with interest, if any,
      accrued to said date) interest, if any, on the Notes or portions of Notes so
      called for redemption shall cease to accrue, and such Notes shall cease from
      and
      after the date fixed for redemption except as provided in Sections 7.01 and
      8.04, to be entitled to any benefit or security under this Indenture, and the
      Holders thereof shall have no right in respect of such Notes except the right
      to
      receive the redemption price thereof and unpaid interest, if any, to the date
      fixed for redemption. On presentation and surrender of such Notes at a place
      of
      payment specified in said notice, said Notes or the specified portions thereof
      shall be paid and redeemed by the Company at the applicable redemption price,
      together with interest, if any, accrued thereon to the date fixed for
      redemption; provided that payment of interest, if any, becoming due on
      or prior to the date fixed for redemption shall be payable to the Holders of
      Notes registered as such on the relevant record date subject to the terms and
      provisions of Sections 3.03 hereof.

     

    If
      any
      Note called for redemption shall not be so paid upon surrender thereof for
      redemption, the redemption price shall, until paid or duly provided for, bear
      interest from the date fixed for redemption at the rate of interest borne by
      such Note.

     

     

    
      
        
        

      

      
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    Upon
      presentation of any Note redeemed in part only, the Company shall execute and
      the Trustee shall authenticate and deliver to or on the order of the Holder
      thereof, at the expense of the Company, a new Note or Notes, and of like tenor,
      of authorized denominations, in principal amount equal to the unredeemed portion
      of the Note so presented.

     

    
      
        
          	Section 3.04. 	Exclusion
                  of Certain Securities from Eligibility for Selection for
                  Redemption.


        

         

      

    

    Notes
      shall be excluded from eligibility for selection for redemption if they are
      identified by registration and certificate number in an Officers’ Certificate
      delivered to the Trustee at least 45 days prior to the last date on which notice
      of redemption may be given as being owned of record and beneficially by, and
      not
      pledged or hypothecated by either (a) the Company, or (b) a Person specifically
      identified in such written statement as an Affiliate of the
      Company.

     

    
      
        
          	Section 3.05. 	Optional
                  Redemption.


        

         

      

    

    (a)    The
      Notes
      may be redeemed at the Company’s election, in whole or in part, at any time at a
      redemption price equal to the greater of:

     

         
(i)     100%
      of
      the principal amount of the Notes to be redeemed then outstanding;
      and

     

      
      (ii)     as
      determined by an Independent Investment Banker, the sum of the present values
      of
      the remaining scheduled payments of principal and interest on the Notes to
      be
      redeemed (not including any portion of such payments of interest accrued to
      the
      date of redemption) discounted to the redemption date on a semiannual basis
      (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
      Treasury Rate, plus 50 basis points;

     

    plus,
      in either of the above cases, accrued and unpaid interest to the date of
      redemption on the Notes to be redeemed.

     

    If
      the
      Company selects a redemption date that is on or after a record date and on
      or
      before the related interest payment date, the accrued and unpaid interest,
      if
      any, shall be paid to the person in whose name the Note is registered at the
      close of business on such record date.

     

    Any
      notice to the Holders of Notes of a redemption pursuant to this Section 3.05(a)
      shall include the appropriate calculation of the redemption price, but need
      not
      include the redemption price itself. The actual redemption price, calculated
      as
      described above, shall be set forth in an Officers’ Certificate delivered to the
      Trustee no later than two Business Days prior to the redemption
      date.

     

    (b)    Any
      prepayment pursuant to this Section 3.05 shall be made pursuant to the
      provisions of Sections 3.01 through 3.06 hereof.

     

    
      
        
          	Section 3.06. 	Mandatory
                  Redemption.


        

         

      

    

    Except
      as
      set forth in Section 4.10 hereof, the Company shall not be required to make
      mandatory redemption or sinking fund payments with respect to, or offer to
      purchase, the Notes.

     

    ARTICLE
      4.


     

    COVENANTS

    
      
         

        
          	Section 4.01. 	Payment
                  of Principal and Interest.


        

         

      

    

    The
      Company covenants and agrees that it will duly and punctually pay or cause
      to be
      paid the principal of, premium, if any, and interest, if any, on each of the
      Notes at the place, at the respective times and in the manner provided in the
      Notes.

     

     

    
      
        
        

      

      
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          	Section 4.02. 	Offices
                  for Notices and Payments, Etc.


        

         

      

    

    So
      long
      as any of the Notes are outstanding, the Company will maintain in each Place
      of
      Payment, an office or agency where the Notes may be presented for payment,
      an
      office or agency where the Notes may be presented for registration of transfer
      and for exchange as provided in this Indenture, and an office or agency where
      notices and demands to or upon the Company in respect of the Notes or of this
      Indenture may be served. In case the Company shall at any time fail to maintain
      any such office or agency, or shall fail to give notice to the Trustee of any
      change in the location thereof, presentation may be made and notice and demand
      may be served in respect of the Notes or of this Indenture at the Corporate
      Trust Office. The Company hereby initially designates the Corporate Trust Office
      for each such purpose.

     

    
      
        
          	Section 4.03. 	No
                  Interest Extension.



      

    

     

    In
      order
      to prevent any accumulation of claims for interest after maturity thereof,
      the
      Company will not directly or indirectly extend or consent to the extension
      of
      the time for the payment of any claim for interest on any of the Notes and
      will
      not directly or indirectly be a party to or approve any such arrangement by
      the
      purchase or funding of said claims or in any other manner; provided,
      however,
      that
      this Section 4.03 shall not apply in any case where an extension shall be made
      pursuant to a plan proposed by the Company to the Holders of all
      Notes.

     

    
      
        
          	Section 4.04. 	Appointments
                  To Fill Vacancies in Trustee’s Office.


        

         

      

    

    The
      Company, whenever necessary to avoid or fill a vacancy in the office of the
      Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
      that there shall at all times be a Trustee hereunder.

     

    
      
        
          	Section 4.05. 	Provision
                  as to Paying Agent.



      

    

     

    (a)   If
      the
      Company shall appoint a Paying Agent other than the Trustee, it will cause
      such
      Paying Agent 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 4.05,

     

    (i)    that
      it
      will hold all sums held by it as such Paying Agent for the payment of the
      principal of or interest, if any, on the Notes (whether such sums have been
      paid
      to it by the Issuer or by any other obligor on the Notes) in trust for the
      benefit of the Holders of the Notes and the Trustee; and

     

    (ii)  that
      it
      will give the Trustee notice of any failure by the Company (or by any other
      obligor on the Notes) to make any payment of the principal of, premium, if
      any,
      or interest, if any, on the Notes when the same shall be due and payable;
      and

     

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

     

    (b)   If
      the
      Company shall act as its own Paying Agent, it will, on or before each due date
      of the principal of or interest, if any, on the Notes, set aside, segregate
      and
      hold in trust for the benefit of the Holders of the Notes a sum sufficient
      to
      pay such principal, premium, if any, or interest, if any, so becoming due and
      will notify the Trustee of any failure to take such action and of any failure
      by
      the Company (or by any other obligor under the Notes) to make any payment of
      the
      principal, premium, if any, of or interest, if any, on the Notes when the same
      shall become due and payable.

     

    (c)   Anything
      in this Section 4.05 to the contrary notwithstanding, the Company may, at any
      time, for the purpose of obtaining a satisfaction and discharge of this
      Indenture, or for any other reason, pay or cause to be paid to the Trustee
      all
      sums held in trust by it, or any Paying Agent hereunder, as required by this
      Section 4.05, such sums to be held by the Trustee upon the trusts herein
      contained.

     

     

    
      
        
        

      

      
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    (d)   Anything
      in this
      Section 4.05 to the contrary notwithstanding, any agreement of the Trustee
      or
      any Paying Agent to hold sums in trust as provided in this Section 4.05 is
      subject to Sections 8.03 and 8.04.

     

    (e)   Whenever
      the Company shall have one or more Paying Agents, it will, on or before each
      due
      date of the principal of or interest, if any, on any Notes, deposit with a
      Paying Agent a sum sufficient to pay the principal, premium, if any, or
      interest, if any, so becoming due, such sum to be held in trust for the benefit
      of the Persons entitled to such principal, premium, if any, or interest, if
      any,
      and (unless such Paying Agent is the Trustee) the Company will promptly notify
      the Trustee of its action or failure so to act.

     

    
      
        
          	Section 4.06. 	Reports
                  by the Company.


        

         

      

    

    The
      Company covenants:

     

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

     

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

     

    (c)    to
      transmit by mail to the Holders of the Notes within 30 days after the filing
      thereof with the Trustee, in the manner and to the extent provided in Section
      4.07, such summaries of any information, documents and reports required to
      be
      filed by the Company pursuant to subsections (a) and (b) of this Section 4.06
      as
      may be required to be transmitted to such Holders by rules and regulations
      prescribed from time to time by the Commission; and

     

    (d)    to
      furnish to the Trustee, not less than annually, a brief certificate from the
      principal executive officer, principal financial officer or principal accounting
      officer as to his knowledge of the Company’s compliance with all conditions and
      covenants under this Indenture. For purposes of this subsection (d), such
      compliance shall be determined without regard to any period of grace or
      requirement of notice provided under this Indenture.

     

    
      
        
          	Section 4.07. 	Reports
                  by the Trustee.


        

         

      

    

    (a)    The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the TIA at the
      times
      and in the manner provided pursuant thereto. To the extent that any such report
      is required by the TIA with respect to any 12 month period, such report shall
      cover the 12 month period ending May 15 and shall be transmitted by the next
      succeeding July 15.

     

    (a)    A
      copy of
      each such report shall, at the time of such transmission to Noteholders, be
      furnished to the Company and be filed by the Trustee with each stock exchange
      upon which the Notes are listed and also with the Commission. The Company agrees
      to promptly notify the Trustee when and as the Notes become admitted to trading
      on any national securities exchange.

     

    
      
        
          	Section 4.08. 	Limitation
                  on Subsidiary Indebtedness.


        

      


     

    The
      Company shall not permit any of its Subsidiaries to Incur any Indebtedness,
      other than:

     

     

    
      
        
        

      

      
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    (a)    Indebtedness
      of any Subsidiary of the Company consisting of (i) Guarantees by such
      Subsidiary of Indebtedness of the Company under Credit Facilities or
      (ii) Liens granted by such Subsidiary to secure such Guarantee or such
      Indebtedness of the Company, in an aggregate principal amount (without
      duplication), when taken together with the aggregate principal amount of
      Indebtedness secured by Liens on the property or assets (which includes capital
      stock) of the Company and its Subsidiaries Incurred pursuant to the second
      sentence and clause (1) of the first paragraph of Section 4.09, not to
      exceed the Permitted Amount at the time of Incurrence of such Guarantee or
      Lien;


     

    (b)    Indebtedness
      of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary;
      provided
      that,
      with respect to this clause (b) only, no portion of such Indebtedness is
      recourse to the Company or any of its other Subsidiaries; 

     

    (c)    Acquired
      Indebtedness; 

     

    (d)    Indebtedness
      existing on the Issue Date of any Subsidiary of the Company; 

     

    (e)    Indebtedness
      of any Subsidiary of the Company issued in exchange for, or the net proceeds
      of
      which are used or will be used to extend, refinance, renew, replace, defease
      or
      refund, other Indebtedness that was permitted by the Indenture to be Incurred
      under clause (c) or (d) of this paragraph; or 

     

    (f)        Indebtedness
      in an aggregate principal amount, at anytime outstanding, not to exceed $250
      million. 

     

    The
      maximum amount of Indebtedness that may be Incurred pursuant to this Section
      4.08 shall not be deemed to be exceeded with respect to any outstanding
      Indebtedness due solely to the result of fluctuations in the exchange rates
      of
      currencies.

     

    
      
        
          	Section 4.09. 	Limitations
                  on Liens.


        

         

      

    

    The
      Company shall not, and shall not permit any of its Subsidiaries to, allow any
      Lien on any of the Company’s or its Subsidiaries’ property or assets (which
      includes capital stock) securing Indebtedness, unless the Lien secures the
      notes
      equally and ratably with, or prior to, any other Indebtedness secured by such
      Lien, so long as such other Indebtedness is so secured, subject to certain
      exceptions described in this Section 4.09. This Section 4.09 shall not apply
      to
      secured debt that the Company or its Subsidiaries may issue, assume,
      guarantee or permit to exist up to 10% of the value of the consolidated total
      assets of the Company as shown on, or computed from, the most recent quarterly
      or annual balance sheet filed by the Company with the Commission or provided
      to
      the Trustee. In addition, this Section 4.09 shall not take into account or
      apply
      to:

     

    (a)    Liens
      securing indebtedness and other obligations under any senior bank financing
      of
      the Company or any of its Subsidiaries, including guarantees of Indebtedness
      and
      other obligations under such senior bank financings, in an amount of up to
      20%
      of the sum of the total consolidated current assets and net property, plant
      and
      equipment of the Company as shown on, or computed from, the most recent
      quarterly or annual balance sheet filed by the Company with the Commission
      or
      provided to the Trustee;

     

    (b)    Liens
      existing on the Issue Date;

     

    (c)    Liens
      on
      property that exist when the Company acquires the property that secure payment
      of the purchase price of the property;

     

    (d)    Liens
      securing debt that any Subsidiary of the Company owes to the Company or to
      any
      other Subsidiary of the Company;

     

    (e)    Liens
      on
      property, shares of stock or indebtedness of any entity that exists when
      (i) it becomes a Subsidiary of the Company, (ii) it is merged into or
      consolidated with the Company or any of its Subsidiaries, or (iii) the
      Company or any of its Subsidiaries acquires all or substantially all of the
      assets of the entity; provided
      that
      no
      such Lien extends to any other property of the Company or any of its
      Subsidiaries;

     

     

    
      
        
        

      

      
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    (f)        Liens
      on property to secure debt incurred for development or improvement of the
      property;

     

    (g)    Liens
      securing (i) nondelinquent performance of bids or contracts (other than for
      borrowed money, obtaining of advances or credit or the securing of debt),
      (ii) contingent obligations on surety and appeal bonds and (iii) other
      similar nondelinquent obligations, in each case incurred in the ordinary course
      of business;

     

    (h)    Liens
      securing purchase money Indebtedness or Capital Lease Obligations,
provided that (a) any such Lien attaches to the property within
      270 days after the acquisition thereof and (b) such Lien attaches solely to
      the property so acquired;

     

    (i)        
      Liens arising solely by virtue of any statutory or common law provision relating
      to bankers’
      Liens, rights of set-off or similar rights and remedies as to deposit account
      or
      other funds; provided
      that
      such
      deposit account is not a dedicated cash collateral account and is not subject
      to
      restrictions against the Company’s access in excess of those set forth by
      regulations promulgated by the Federal Reserve Board and such deposit account
      is
      not intended by the Company to provide collateral to the depository
      institution;

     

    (j)    
pledges
      or
      deposits under worker’s compensation laws, unemployment insurance laws or
      similar legislation;

     

    (k)    statutory
      and
      tax Liens for sums not yet due or delinquent or which are being contested or
      appealed in good faith by appropriate proceedings;

     

    (l)    
Liens
      arising solely by operation of law and in the ordinary course of business,
      such
      as mechanics’, materialmen’s, warehousemen’s and carriers’ Liens and Liens of
      landlords or of mortgages of landlords on fixtures and movable property located
      on premises leased in the ordinary course of business;

     

    (m)   Liens
      on personal
      property (other than shares or debt of the Company’s Subsidiaries) securing
      loans maturing in not more than one year or on accounts receivables in
      connection with a receivables financing program;

     

    (n)    Liens
      securing financings in amounts up to the value of assets, businesses and
      properties acquired after the Issue Date; or any Lien upon any property to
      secure all or part of the cost of construction thereof or to secure debt
      incurred prior to, at the time of, or within twelve months after completion
      of
      such construction or the commencement of full operations thereof (whichever
      is
      later), to provide funds for such purpose; or

     

    (o)    extensions,
      renewals or replacement of any of the Liens described above, if limited to
      all
      or any part of the same property securing the original Lien.

     

    Notwithstanding
      the foregoing, the Company shall not, and shall not permit any of its
      Subsidiaries to, Incur Liens securing Indebtedness or other obligations pursuant
      to the second sentence or clause (a) of the first paragraph of this Section
      4.09, unless, after giving effect to the Incurrence of such Liens, the aggregate
      amount (without duplication) of (i) the Indebtedness and other obligations
      secured by Liens on the property or assets (which includes capital stock) of
      the
      Company and its Subsidiaries Incurred pursuant to the second sentence and clause
      (a) of the first paragraph of this Section 4.09, plus
      (ii) the Indebtedness of the Company’s Subsidiaries Incurred pursuant to
      clause (a) of the first paragraph of Section 4.08 shall not exceed the
      Permitted Amount at the time of the Incurrence of such Liens.

    
      
         

        
          	Section 4.10. 	Repurchase
                  at the Option of Holders Upon a Change of Control Triggering
                  Event.


        

         

      

    

    Upon
      the
      occurrence of a Change of Control Triggering Event, each Holder of Notes will
      have the right to require the Company to repurchase all or any part, equal
      to
      $1,000 or an integral multiple thereof, of that Holder’s Notes pursuant to an
      offer (the “Change
      of Control Offer”)
      on the
      terms set forth in this Indenture at an offer price in cash equal to 101% of
      the
      aggregate principal amount of Notes repurchased plus accrued and unpaid interest
      on the Notes to the applicable date of repurchase (the “Change
      of Control Payment”).
      Within 30 days following any Change of Control Triggering Event, if the Company
      had not, prior to the Change of Control Triggering Event, sent a redemption
      notice for all the Notes in connection with an optional redemption permitted
      by
      Section 3.05 hereof, the Company shall mail a notice to each registered Holder
      briefly describing the transaction or transactions that constitute a Change
      of
      Control Triggering Event and offering to repurchase Notes on the date specified
      in such notice (the “Change
      of Control Payment Date”),
      pursuant to the procedures required by this Indenture and described in such
      notice.

     

     

    
      
        
        

      

      
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    The
      Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations thereunder to the extent such
      laws
      and regulations are applicable in connection with the repurchase of the Notes
      as
      a result of a Change of Control Triggering Event. To the extent that the
      provisions of any securities laws or regulations conflict with the Change of
      Control Triggering Event provisions of this Section 4.10, the Company will
      comply with the applicable securities laws and regulations and will not be
      deemed to have breached its obligations under the provisions of this Section
      4.10 by virtue of such conflict.

     

    On
      the
      Change of Control Payment Date, the Company shall, to the extent
      lawful:

     

               (a) accept
      for payment all Notes or portions thereof properly tendered pursuant to the
      Change of Control Offer;

     

               (b) deposit
      with the Paying Agent an amount equal to the Change of Control Payment in
      respect of all notes or portions thereof properly tendered; and

     

               (c) deliver
      or cause to be delivered to the Trustee the Notes so accepted together with
      an
      Officers’ Certificate stating the aggregate principal amount of Notes or
      portions thereof being purchased by the Company.

     

    The
      Paying Agent will promptly mail to each registered Holder of Notes so tendered
      the Change of Control Payment for such Notes, and the Trustee will promptly
      authenticate and mail, or cause to be transferred by book entry, to each Holder
      a new Note equal in principal amount to any unpurchased portion of the Notes
      surrendered, if any; provided
      that
      each such new Note shall be in a principal amount of $1,000 or an integral
      multiple thereof. Any Note so accepted for payment shall cease to accrue
      interest on and after the Change of Control Payment Date.

     

    This
      Section 4.10 shall be applicable, except as described in this Section 4.10,
      following a Change of Control Triggering Event notwithstanding Section 3.05
      hereof.

     

    Notwithstanding
      the foregoing, the Company shall not be required to make a Change of Control
      Offer upon a Change of Control Triggering Event if a third party makes the
      Change of Control Offer in the manner, at the times and otherwise in compliance
      with the requirements set forth in this Section 4.10 applicable to a Change
      of
      Control Offer made by the Company and purchases all Notes properly tendered
      and
      not withdrawn under the Change of Control Offer.

     

    The
      Company may make a Change of Control Offer in advance of a Change of Control
      Triggering Event, and conditional upon the occurrence of such Change of Control
      Triggering Event, if a definitive agreement is in place for the Change of
      Control Triggering Event at the time of making the Change of Control
      Offer.

     

    
      
        
          	Section 4.11. 	Termination
                  of Certain Covenants.


        

         

      

    

    In
      the
      event that the Notes receive a rating equal to or greater than BBB- by S&P
      and Baa3 by Moody’s, or the equivalent thereof under any new ratings system if
      the ratings system of either such agency shall be modified after the date hereof
      (with a stable or better outlook in the case of a rating equal to BBB- by
      S&P and Baa3 by Moody’s) (each such rating, an “Investment
      Grade Rating”),
      and
      notwithstanding that the Notes may later cease to have an Investment Grade
      Rating from either S&P or Moody’s or both, the Company and its Subsidiaries
      shall not be subject to Section 4.08.

     

     

    
      
        
        

      

      
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    ARTICLE
      5.


     

    SUCCESSORS

    
      
         

        
          	Section 5.01. 	Limitation
                  on Mergers, Consolidations and Sales of
                  Assets.


        

         

      

    

    The
      Company may not consolidate or merge with or into, or sell, lease or convey
      all
      or substantially all of its assets in any one transaction or series of
      transactions to any other corporation, unless:

     

    
       

      
        	 	(a) 	
                the
                  resulting, surviving or transferee corporation (the “successor”)
                  is either the Company or is a corporation organized under the laws
                  of the
                  United States, any state or the District of Columbia and expressly
                  assumes
                  by supplemental indenture all of the Company’s obligations under this
                  Indenture and the Notes; and

              
	 	 	 
	 	(b) 	
                
                  immediately
                    after giving effect to the transaction no Event of Default or
                    event which
                    with notice or lapse of time would be an Event of Default has
                    occurred and
                    is continuing.

                

              


      

       

    

    
      
        
          	Section 5.02. 	Successor
                  Corporation To Be Substituted.


        

         

      

    

    In
      case
      of any such consolidation or merger or any sale, conveyance or lease of all
      or
      substantially all of the property of the Company and upon the assumption by
      the
      successor Person, by supplemental indenture executed and delivered to the
      Trustee and satisfactory in form to the Trustee, of the due and punctual payment
      of the principal of, premium, if any, and interest, if any, on all of the Notes
      and the due and punctual performance of all of the covenants and conditions
      of
      this Indenture to be performed by the Company, such successor Person shall
      succeed to and be substituted for the Company, with the same effect as if it
      had
      been named herein as the party of the first part, and the Company (including
      any
      intervening successor to the Company which shall have become the obligor
      hereunder) shall be relieved of any further obligation under this Indenture
      and
      the Notes; provided,
      however, that in the case of a sale, lease, exchange or other
      disposition of the property and assets of the Company (including any such
      intervening successor), the Company (including any such intervening successor)
      shall continue to be liable for its obligations under this Indenture and the
      Notes to the extent, but only to the extent, of liability to pay the principal
      of, premium, if any, and interest, if any, on the Notes at the time, places
      and
      rate prescribed in this Indenture and the Notes. Such successor Person thereupon
      may cause to be signed, and may issue either in its own name or in the name
      of
      the Company, any or all of the Notes issuable hereunder which theretofore shall
      not have been signed by the Company and delivered to the Trustee; and, upon
      the
      order of such successor Person instead of the Company and subject to all the
      terms, conditions and limitations in this Indenture prescribed, the Trustee
      shall authenticate and shall deliver any Notes that previously shall have
      been signed and delivered by the officers of the Company to the Trustee for
      authentication, and any Notes that such successor Person thereafter shall
      cause to be signed and delivered to the Trustee for that purpose. All the Notes
      so issued shall in all respects have the same legal rank and benefit under
      this
      Indenture as the Notes theretofore or thereafter issued in accordance with
      the
      terms of this Indenture as though all of such Notes had been issued at the
      date
      of the execution hereof.

     

    In
      case
      of any such consolidation or merger or any sale, lease, exchange or other
      disposition of all or substantially all of the property and assets of the
      Company, such changes in phraseology and form (but not in substance) may be
      made
      in the Notes, thereafter to be issued, as may be appropriate.

     

    
      
        
          	Section 5.03. 	Opinion
                  of Counsel To Be Given Trustee.


        

         

      

    

    The
      Trustee, subject to Sections 7.01 and 7.02, shall receive an Officers’
Certificate and Opinion of Counsel as conclusive evidence that any such
      consolidation, merger, sale, lease, exchange or other disposition and any such
      assumption complies with the provisions of this Article 5. 

     

     

    
      
        
        

      

      
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    ARTICLE
      6.


     

    DEFAULTS
      AND REMEDIES

     

    
      
        
          	Section 6.01. 	Event
                  of Default
                  Defined; Acceleration of Maturity; Waiver of
                  Default.


        

         

      

    

    “Event
      of Default”
with
      respect to Notes, wherever used herein, means any one of the following events
      which shall have occurred and be continuing (whatever the reason for such Event
      of Default), 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 installment of interest upon any of the
                    Notes as and
                    when the same shall become due and payable, and continuance of
                    such
                    default for a period of 60 days; or

                

              
	 	 	 
	 	(b) 	
                
                  default
                    in the payment of all or any part of the principal or premium
                    (if any) on
                    any of the Notes as and when the same shall become due and payable
                    either
                    at maturity, upon any redemption, by declaration or otherwise;
                    or

                

              
	 	 	 
	 	(c)	
                failure
                  on the part of the Company duly to observe or perform any other
                  of the
                  covenants or agreements on the part of the Company in the Notes
                  or
                  contained in this Indenture for a period of 90 days after the date
                  on
                  which written notice specifying such failure, stating that such
                  notice is
                  a “Notice of Default” hereunder and demanding that the Company remedy the
                  same, shall have been given by registered or certified mail, return
                  receipt requested, to the Company by the Trustee, or to the Company
                  and
                  the Trustee by the holders of at least 25% in aggregate principal
                  amount
                  of the outstanding Notes; or

              
	 	 	 
	 	(d)	
                without
                  the consent of the Company a court having jurisdiction in the premises
                  shall enter a decree or order for relief in respect of the Company
                  in an
                  involuntary case under any applicable bankruptcy, insolvency or
                  other
                  similar law now or hereafter in effect, or appointing a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator (or similar
                  official) of the Company for any substantial part of its property
                  or
                  ordering the winding up or liquidation of its affairs, and such
                  decree or
                  order shall remain unstayed and in effect for a period of 60 consecutive
                  days; or

              
	 	 	 
	 	(e)	
                the
                  Company shall commence a voluntary case under any applicable bankruptcy,
                  insolvency or other similar law now or hereafter in effect, or
                  consent to
                  the entry of an order for relief in an involuntary case under any
                  such
                  law, or consent to the appointment or taking possession by a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator (or similar
                  official) of the Company or for any substantial part of its property,
                  or
                  make any general assignment for the benefit of
                  creditors.

              


      

       

    

    If
      an
      Event of Default described in clause (a) or (b) occurs and is continuing, then,
      and in each and every such case, either the Trustee or the Holders of not less
      than 25% in aggregate principal amount of the Notes then outstanding hereunder
      by notice in writing to the Company (and to the Trustee if given by Holders),
      may declare the entire principal of all Notes, and the interest accrued thereon,
      if any, to be due and payable immediately, and upon any such declaration, the
      same shall become immediately due and payable.

     

    If
      an
      Event of Default described in clause (c) above occurs and is continuing for
      a
      period of 60 days after the notice of the Event of Default, then, and in each
      and every such case, unless the Principal of all of the Securities shall have
      already become due and payable, either the Trustee or the Holders of not less
      than 25% in aggregate principal amount of all of the Securities then outstanding
      hereunder (treated as one class) by notice in writing to the Company (and to
      the
      Trustee if given by Holders), may declare the entire principal of all of the
      Notes then outstanding, and the interest accrued thereon, if any, to be due
      and
      payable immediately, and upon such declaration, the same shall become
      immediately due and payable. If an Event of Default described in clause (d)
      or
      (e) above occurs and is continuing, then the principal amount of all the
      Securities then outstanding, and the interest accrued thereon, if any, shall
      become and be immediately due and payable without any declaration or other
      act
      on the part of the Trustee or any Holder.

     

     

    
      
        
        

      

      
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    The
      foregoing provisions are subject to the condition that if, at any time after
      the
      principal of the Notes shall have been so declared due and payable, and before
      any judgment or decree for the payment of the moneys due shall have been
      obtained or entered as hereinafter provided:

     

    
      
        	 	(a) 	
                
                  the
                    Company shall pay or shall deposit with the Trustee a sum sufficient
                    to
                    pay:

                

              


      

    

     

    
      
        
          	 	(i) 	
                  
                    
                      all
                        matured installments of interest upon all the Notes;
                        and

                    

                  

                
	 	 	 
	 	(ii)	
                  the
                    principal of any and all Notes which shall have become due otherwise
                    than
                    by acceleration; and

                
	 	 	 
	 	(iii)	
                  interest
                    upon such principal and, to the extent that payment of such interest
                    is
                    enforceable under applicable law, on overdue installments of
                    interest, at
                    the same rate as the rate of interest specified in the Notes
                    to the date
                    of such payment or deposit; and

                
	 	 	 
	 	(iv)	
                  all
                    amounts payable to the Trustee pursuant to Section 7.07;
                    and

                


        

      

    

     

    
      
        
          	 	(b)	
                  
                    
                      all
                        Events of Default under the Indenture, other than the non-payment
                        of the
                        principal of Notes which shall have become due by acceleration,
                        shall have
                        been cured, waived or otherwise remedied as provided
                        herein,

                    

                  

                


        

      

       
then,
      and
      in every such case, the Holders of a majority, or any applicable supermajority,
      in aggregate principal amount of the Notes then outstanding, by written notice
      to the Company and to the Trustee, may waive all defaults and rescind and annul
      such declaration and its consequences, but no such waiver or rescission and
      annulment shall extend to or shall affect any subsequent default or shall impair
      any right consequent thereon.

     

    
      
        
          	Section 6.02. 	Collection
                  of Indebtedness by Trustee; Trustee May Prove Debt.


        

         

      

    

    The
      Company covenants that (a) in case default shall be made in the payment of
      any
      installment of interest on any of the Notes when such interest shall have become
      due and payable, and such default shall have continued for a period of 60 days,
      or (b) in case default shall be made in the payment of all or any part of the
      principal of any of the Notes when the same shall have become due and payable,
      whether upon maturity of the Notes or upon any redemption or by declaration
      or
      otherwise, then upon demand of the Trustee, the Company will pay to the Trustee
      for the benefit of the Holders of the Notes the whole amount that then shall
      have become due and payable on all Notes for principal and interest, as the
      case
      may be (with interest to the date of such payment upon the overdue principal
      and, to the extent that payment of such interest is enforceable under applicable
      law, on overdue installments of interest at the same rate as the rate of
      interest specified in the Notes); and in addition thereto, such further amount
      as shall be sufficient to cover the costs and expenses of collection, and such
      other amount due the Trustee under Section 7.07 in respect of
      Notes.

     

    Until
      such demand is made by the Trustee, the Company may pay the principal of and
      interest on the Notes to the registered Holders, whether or not the Notes be
      overdue.

     

    In
      case
      the Company shall fail forthwith to pay such amounts upon such demand, the
      Trustee, in its own name as trustee of an express trust, shall be entitled
      and
      empowered to institute any action or proceedings at law or in equity for the
      collection of the sums so due and unpaid, and may prosecute any such action
      or
      proceedings to judgment or final decree, and may enforce any such judgment
      or
      final decree against the Company or other obligor upon the Notes and collect
      in
      the manner provided by law out of the property of the Company or other obligor
      upon the Notes, wherever situated, all the moneys adjudged or decreed to be
      payable.

     

     

    
      
        
        

      

      
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    In
      case
      there shall be pending proceedings relative to the Company or any other obligor
      upon the Notes then outstanding under Title 11 of the United States Code or
      any
      other applicable federal or state bankruptcy, insolvency or other similar law,
      or in case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Company or its property or such other obligor, or in
      case of any other similar judicial proceedings relative to the Company or other
      obligor upon the Notes, or to the creditors or property of the Company or such
      other obligor, the Trustee, irrespective of whether the principal of the Notes
      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
      pursuant to the provisions of this Section, shall be entitled and empowered,
      by
      intervention in such proceedings or otherwise:

     

    
      
         

        
          	 	(a) 	
                  
                    to
                      file and prove a claim or claims for the whole amount of principal
                      and
                      interest, if any, owing and unpaid in respect of the Notes,
                      and, in the
                      case of any judicial proceedings, 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 amounts payable to the Trustee
                      under
                      Section 7.07) and of the Noteholders allowed in any judicial
                      proceedings
                      relative to the Company or other obligor upon the Notes, or
                      to the
                      creditors or property of the Company or such other obligor;
                      and

                  

                
	 	 	 
	 	(b)	unless prohibited by applicable law and regulations,
                  to
                  vote on behalf of the holders of the Notes in any election of a
                  receiver,
                  assignee, trustee or a standby trustee in arrangement, reorganization,
                  liquidation or other bankruptcy or insolvency proceedings, custodian
                  or
                  other prson performing similar functions in respect of any such
                  proceedings; and
	 	 	 
	 	(c)	to collect and receive any moneys or other property
                  payable or deliverable on any such claims, and to distribute all
                  amounts
                  received with respect to the claims of the Noteholders and of the
                  Trustee
                  on their behalf; and any trustee, receiver, or liquidator, custodian
                  or
                  other similar official performing similar functions in respect
                  of any such
                  proceedings is hereby authorized by each of the Noteholders to
                  make
                  payments to the Trustee, and, in the event that the Trustee shall
                  consent
                  to the making of payments directly to the Noteholders, to pay to
                  te
                  Trustee its costs and expenses of collection and all other amounts
                  due to
                  it pursuant to Section 7.07.


        

      

       

    

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or vote for or accept or adopt on behalf of any Noteholder any plan
      of reorganization, arrangement, adjustment or composition affecting the Notes
      or
      the rights of any Holder thereof, or to authorize the Trustee to vote in respect
      of the claim of any Noteholder in any such proceeding, except as aforesaid
      in
      clause (b).

     

    All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Trustee without the possession of any of
      the
      Notes or the production thereof in any trial or other proceedings relative
      thereto, and any such action or proceedings instituted by the Trustee shall
      be
      brought in its own name as trustee of an express trust, and any recovery of
      judgment shall be awarded to the Trustee for ratable distribution to the Holders
      of the Notes in respect of which such action was taken, after payment of all
      sums due to the Trustee under Section 7.07 in respect of such
      Notes.

     

    In
      any
      proceedings brought by the Trustee (and also any proceedings involving the
      interpretation of any provision of this Indenture to which the Trustee shall
      be
      a party) the Trustee shall be held to represent all the Holders of the Notes
      in
      respect to which such action was taken, and it shall not be necessary to make
      any Holders of such Notes parties to any such proceedings.

     

    
      
        
          	Section 6.03. 	Application
                  of Proceeds.


        

         

      

    

    Any
      moneys collected by the Trustee pursuant to this Article 6 in respect of the
      Notes shall be applied in the following order at the date or dates fixed by
      the
      Trustee and, in case of the distribution of such moneys on account of principal
      or interest, upon presentation of the several Notes in respect of which monies
      have been collected and stamping (or otherwise noting) thereon the payment,
      or
      issuing Notes of such series in reduced principal amounts in exchange for the
      presented Notes if only partially paid, or upon surrender thereof if fully
      paid:

     

     

    
      
        
        

      

      
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    FIRST:
      To
      the payment of costs and expenses applicable to the Notes in respect of which
      monies have been collected, including all amounts due to the Trustee and each
      predecessor Trustee pursuant to Section 7.07 in respect to the
      Notes;

     

    SECOND:
      In case the principal of the Notes in respect of which moneys have been
      collected shall not have become and be then due and payable, to the payment
      of
      interest on the Notes in default in the order of the maturity of the
      installments on such interest, with interest (to the extent that such interest
      has been collected by the Trustee and is permitted by applicable law) upon
      the
      overdue installments of interest at the same rate as the rate of interest
      specified in the Notes, such payments to be made ratably to the persons entitled
      thereto, without discrimination or preference;

     

    THIRD:
      In
      case the principal of the Notes in respect of which moneys have been collected
      shall have become and shall be then due and payable, to the payment of the
      whole
      amount then owing and unpaid upon all the Notes for principal and interest,
      with
      interest upon the overdue principal, and (to the extent that such interest
      has
      been collected by the Trustee and is permitted by applicable law) upon the
      overdue installations of interest at the same rate as the rate of interest
      specified in the Notes; and in case such moneys shall be insufficient to pay
      in
      full the whole amount so due and unpaid upon the Notes, then to the payment
      of
      such principal and interest, without preference or priority of principal over
      interest, or of interest over principal, or of any installment of interest
      over
      any other installment of interest or of any Note over any other Note, ratably
      to
      the aggregate of such principal and accrued and unpaid interest;
      and

     

    FOURTH:
      To the payment of the remainder, if any, to the Company or any other person
      lawfully entitled thereto.

     

    
      
        
          	Section 6.04. 	Suits
                  for Enforcements.


        

         

      

    

    In
      case
      an Event of Default has occurred, has not been waived and is continuing, the
      Trustee may in its discretion proceed to protect and enforce the rights vested
      in it by this Indenture by such appropriate judicial proceedings as the Trustee
      shall deem most effectual to protect and enforce any of such rights, either
      at
      law or in equity or in bankruptcy or otherwise, whether for the specific
      enforcement of any covenant or agreement contained in this Indenture or in
      aid
      of the exercise of any power granted in this Indenture or to enforce any other
      legal or equitable right vested in the Trustee by this Indenture or by
      law.

     

    
      
        
          	Section 6.05. 	Restoration
                  of Rights on Abandonment of Proceedings.


        

         

      

    

    In
      case
      the Trustee shall have proceeded to enforce any right under this Indenture
      and
      such proceedings shall have been discontinued or abandoned for any reason,
      or
      shall have been determined adversely to the Trustee, then and in every such
      case
      the Company and the Trustee shall be restored respectively to their former
      positions and rights hereunder, and all rights, remedies and powers of the
      Company, the Trustee and the Noteholders shall continue as though no such
      proceedings had been taken.

     

    
      
        
          	Section 6.06. 	Limitation
                  on Suits by Noteholders.


        

         

      

    

    No
      Holder
      of any Note shall have any right by virtue or by availing of any provision
      of
      this Indenture to institute any action or proceeding at law or in equity or
      in
      bankruptcy or otherwise upon or under or with respect to this Indenture or
      such
      Security, or for the appointment of a trustee, receiver, liquidator, custodian
      or other similar official or for any other remedy hereunder or thereunder,
      unless (a) such Holder previously shall have given to the Trustee written notice
      of an Event of Default with respect to Notes and of the continuance thereof,
      as
      hereinbefore provided, and (b) the Holders of not less than 25% in aggregate
      principal amount of the Notes then outstanding shall have made written request
      upon the Trustee to institute such action or proceedings in its own name as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and (c) the Trustee for 60 days after its receipt
      of such notice, request and offer of indemnity shall have failed to institute
      any such action or proceeding, and (d) no direction inconsistent with such
      written request shall have been given to the Trustee pursuant to Section 6.09.
      For the protection and enforcement of the provisions of this Section, each
      and
      every Noteholder and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.

     

    
      
         

        
          
            
            

          

          
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          	Section 6.07. 	Right
                  of Noteholders To Institute Certain Suits.


        

         

      

    

    Notwithstanding
      any other provision in this Indenture and any provision of any Note, the right
      of any Holder of any Note to receive payment of the principal of and interest
      on
      such Note on or after the respective due dates expressed in such Note or the
      applicable redemption dates provided for in such Note, or to institute suit
      for
      the enforcement of any such payment on or after such respective dates, shall
      not
      be impaired or affected without the consent of such Holder.

     

    
      
        
          	Section 6.08. 	Powers
                  and Remedies Cumulative; Delay or Omission Not Waiver of
                  Default.


        

         

      

    

    Except
      as
      provided in Section 6.06, no right or remedy herein conferred upon or reserved
      to the Trustee or to the Holders of Notes 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.

     

    No
      delay
      or omission of the Trustee or of any Holder of Notes to exercise any right
      or
      remedy accruing upon any Event of Default occurring and continuing as aforesaid
      shall impair any such right or remedy or shall be construed to be a waiver
      of
      any such Event of Default or an acquiescence therein. Every right and remedy
      given by this Indenture, any Note or law to the Trustee or to the Holders of
      Notes may be exercised from time to time, and as often as shall be deemed
      expedient, by the Trustee or, subject to Section 6.06, by the Holders of
      Notes.

     

    
      
        
          	Section 6.09. 	Control
                  by Holders of Notes.


        

         

      

    

    The
      Holders of a majority in aggregate principal amount of the Notes affected at
      the
      time outstanding 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 Notes by this
      Indenture; provided
      that
      such direction shall not be otherwise than in accordance with law and the
      provisions of this Indenture; and provided
      further,
      that
      (subject to the provisions of Section 7.01) the Trustee shall have the right
      to
      decline to follow any such direction if (a) the Trustee, being advised by
      counsel, shall determine that the action or proceeding so directed may not
      lawfully be taken; or (b) if the Trustee by its board of directors, the
      executive committee or a trust committee of directors or Responsible Officers
      of
      the Trustee shall determine in good faith that the action or proceedings so
      directed would involve the Trustee in personal liability; or (c) if the Trustee
      in good faith shall so determine that the actions or forbearances specified
      in
      or pursuant to such direction would be unduly prejudicial to the interests
      of
      Holders of the Notes not joining in the giving of said direction, it being
      understood that (subject to Section 7.01) the Trustee shall have no duty to
      ascertain whether or not such actions or forbearances are unduly prejudicial
      to
      such Holders.

     

    Nothing
      in this Indenture shall impair the right of the Trustee in its discretion to
      take any action deemed proper by the Trustee that is not inconsistent with
      such direction or directions by Noteholders.

     

    
      
        
          	Section 6.10. 	Waiver
                  of Past Defaults.


        

         

      

    

    Prior
      to
      the declaration of acceleration of the maturity of the Notes as provided in
      Section 6.01, the Holders of a majority in aggregate principal amount of the
      Notes at the time outstanding may on behalf of the Holders of all the Notes
      waive any past default or Event of Default described in Section 6.01 and its
      consequences, except a default in respect of a covenant or provision hereof
      which cannot be modified or amended without the consent of the Holder of each
      Note affected. In the case of any such waiver, the Company, the Trustee and
      the
      Holders of all the Notes shall be restored to their former positions and rights
      hereunder, respectively, and such default shall cease to exist and be deemed
      to
      have been cured and not to have occurred for purposes of this Indenture; but
      no
      such waiver shall extend to any subsequent or other default or impair any right
      consequent thereon.

     

     

    
      
        
        

      

      
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          	Section 6.11. 	Right
                  of Court To Require Filing of Undertaking To Pay Costs.


        

         

      

    

    All
      parties to this Indenture agree, and each Holder of any Note by his acceptance
      thereof shall be deemed to have agreed, that any court may in its discretion
      require, in any suit for the enforcement of any right or remedy under this
      Indenture or in any suit against the Trustee for any action taken, suffered
      or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, 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 6.11 shall not apply to any suit instituted by the
      Trustee, to any suit instituted by any Noteholder or group of Noteholders
      holding in the aggregate more than 10% in aggregate principal amount of the
      Notes, or to any suit instituted by any Noteholder for the enforcement of the
      payment of the principal of or interest on any Note on or after the due date
      expressed in such Note or any date fixed for redemption.

     

    ARTICLE
      7.


     

    TRUSTEE

    
      
         

        
          	Section 7.01. 	Duties
                  of Trustee.


        

      


     

    (a)    If
      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 its exercise, as a prudent Person would exercise or use
      under the circumstances in the conduct of such Person’s own
      affairs.

     

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

     

    (1) the
      duties of the Trustee shall be determined solely by the express provisions
      of
      this Indenture and the Trustee need perform only those duties that are
      specifically set forth in this Indenture, and no others, and no implied
      covenants or obligations shall be read into this Indenture against the Trustee;
      and

     

    (2) 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.  However, the Trustee shall examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture (but need not confirm or investigate the accuracy
      of mathematical calculations or other facts stated therein).

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    (e)    No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or incur any liability. The Trustee shall be under no obligation to
      exercise any of its rights and powers under this Indenture at the request of
      any
      Holder, unless such Holder shall have offered to the Trustee security and
      indemnity satisfactory to it against any loss, liability or
      expense.

     

    (f)    The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company. Money held in trust by the
      Trustee need not be segregated from other funds except to the extent required
      by
      law.

     

    
      
        
          	Section 7.02. 	Rights
                  of Trustee.


        

         

      

    

    Subject
      to TIA Section 315:

     

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

     

    (b)    Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
      for any action it takes or omits to take, in good faith in reliance on such
      Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with
      counsel and the written advice of such counsel or any Opinion of Counsel shall
      be full and complete authorization and protection from liability in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      reliance thereon.

     

    (c)    The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Indenture.

     

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

     

    (e)    The
      Trustee shall not be bound to make investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture 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.

     

    (f)    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 that is in fact such a Default or Event
      of Default is received by a Responsible Officer of the Trustee at the Corporate
      Trust Office of the Trustee from the Company or the Holders of 25% in aggregate
      principal amount of the outstanding Notes, and such notice references the
      specific Default or Event of Default, the Notes and this Indenture.

     

    (g)    The
      Trustee shall not be required to give any bond or surety in respect of the
      performance of its powers and duties hereunder.

     

    (h)    The
      Trustee shall have no duty to inquire as to the performance of the Company’s
      covenants herein.

     

    (i)    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.

     

     

    
      
        
        

      

      
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          	Section 7.03. 	Individual
                  Rights of Trustee.


        

         

      

    

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with the Company or any Affiliate of the Company
      with the same rights it would have if it were not Trustee. However, in the
      event
      that the Trustee acquires any conflicting interest it must eliminate such
      conflict within 90 days, apply to the Commission for permission to continue
      as
      Trustee or resign. Any Agent may do the same with like rights and duties. The
      Trustee shall also be subject to Sections 7.10 and 7.11 hereof.

     

    
      
        
          	Section 7.04. 	Trustee’s
                  Disclaimer.


        

      

    

     

    The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Indenture or the Notes, it shall not be accountable
      for the Company’s use of the proceeds from the Notes or any money paid to the
      Company or upon the Company’s direction under any provision of this Indenture,
      it shall not be responsible for the use or application of any money received
      by
      any Paying Agent other than the Trustee, and it shall not be responsible for
      any
      statement or recital herein or any statement in the Notes or any other document
      in connection with the sale of the Notes or pursuant to this Indenture other
      than its certificate of authentication.

     

    
      
        
          	Section 7.05. 	Notice
                  of Defaults.


        

         

      

    

    If
      a
      Default or Event of Default occurs and is continuing and if it is known to
      the
      Trustee, the Trustee shall mail to Holders a notice of the Default or Event
      of
      Default within 90 days after it occurs. Except in the case of a Default or
      Event
      of Default in payment of principal of, premium, if any, or interest on any
      Note,
      the Trustee may withhold the notice if and so long as a committee of its
      Responsible Officers in good faith determines that withholding the notice is
      in
      the interests of the Holders.

     

    
      
        
          	Section 7.06. 	Reports
                  by Trustee to Holders.


        

         

      

    

    Within
      60
      days after each May 15 beginning with the May 15 following the date of this
      Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
      to the Holders a brief report dated as of such reporting date that complies
      with
      TIA §313(a) (but if no event described in TIA §313(a) has occurred within
      the 12 months preceding the reporting date, no report need be
      transmitted).  The Trustee also shall comply with TIA §313(b)(2). The
      Trustee shall also transmit by mail all reports as required by TIA
§313(c).

     

    A
      copy of
      each report at the time of its mailing to the Holders shall be mailed to the
      Company and filed with the Commission and each stock exchange on which the
      Notes
      are listed in accordance with TIA §313(d).  The Company shall promptly
      notify the Trustee when the Notes are listed on any stock exchange and any
      delisting thereof.

     

    
      
        
          	Section 7.07. 	Compensation
                  and Indemnity.


        

         

      

    

    The
      Company shall pay to the Trustee from time to time reasonable compensation
      for
      its acceptance of this Indenture and services hereunder.  The Trustee’s
      compensation shall not be limited by any law on compensation of a trustee of
      an
      express trust. The Company shall reimburse the Trustee promptly upon request
      for
      all reasonable disbursements, advances and expenses incurred or made by it
      in
      addition to the compensation for its services. Such expenses shall include
      the
      reasonable compensation, disbursements and expenses of the Trustee’s agents and
      counsel.

     

    The
      Company shall indemnify the Trustee (in its capacity as Trustee) or any
      predecessor Trustee (in its capacity as Trustee) against any and all losses,
      claims, damages, penalties, fines, liabilities or expenses, including incidental
      and out-of-pocket expenses and reasonable attorney’s fees
      (for
      purposes of this Article, “losses”)
      incurred by it arising out of or in connection with the acceptance or
      administration of its duties under this Indenture, including the costs and
      expenses of enforcing this Indenture against the Company (including this Section
      7.07) and defending itself against any claim (whether asserted by the Company
      or
      any Holder or any other Person) or liability in connection with the exercise
      or
      performance of any of its powers or duties hereunder, except to the extent
      such
      losses may be attributable to its negligence or bad faith. The Trustee shall
      notify the Company promptly of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company shall not relieve the Company
      of
      its obligations under this Section 7.07, if and only to the extent the Company
      has not been prejudiced thereby. The Company shall defend the claim, and the
      Trustee shall cooperate in the defense. The Trustee may have separate counsel
      if
      the Trustee has been reasonably advised by counsel that there may be one or
      more
      legal defenses available to it that are different from or additional to those
      available to the Company and in the reasonable judgment of such counsel it
      is
      advisable for the Trustee to engage separate counsel, and the Company shall
      pay
      the reasonable fees and expenses of such counsel.  The Company need not pay
      for any settlement made without its consent, which consent shall not be
      unreasonably withheld. The Company need not reimburse any expense or indemnify
      against any loss incurred by the Trustee through the Trustee’s own willful
      misconduct, gross negligence or bad faith.

     

     

    
      
        
        

      

      
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    The
      obligations of the Company under this Section 7.07 shall survive the
      satisfaction and discharge of this Indenture, the resignation or removal of
      the
      Trustee and payment in full of the Notes through the expiration of the
      applicable statute of limitations.

     

    To
      secure
      the Company’s payment obligations in this Section, the Trustee shall have a Lien
      prior to the Notes on all money or property held or collected by the Trustee,
      except that held in trust to pay principal of premium, if any, and interest
      on particular Notes. Such Lien shall survive the satisfaction and discharge
      of
      this Indenture.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(d) or (e), the expenses and the compensation for the services
      (including the fees and expenses of its agents and counsel) are intended to
      constitute expenses of administration under any Bankruptcy Law.

     

    
      
        
          	Section 7.08.	Replacement
                  of Trustee.


        

         

      

    

    A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section 7.08.

     

    The
      Trustee may resign in writing at any time upon 30 days’ prior notice to the
      Company and be discharged from the trust hereby created by so notifying the
      Company. The Holders of a majority in aggregate principal amount of the then
      outstanding Notes may remove the Trustee by so notifying the Trustee and the
      Company in writing. The Company may remove the Trustee if:

     

    (a)    the
      Trustee fails to comply with Section 7.10 hereof;

     

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

     

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

     

    (d)    the
      Trustee becomes incapable of acting.

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason (the Trustee in such event being referred to herein as the
      retiring Trustee), the Company shall promptly appoint a successor Trustee.
      Within one year after the successor Trustee takes office, the Holders of a
      majority in principal amount of the then outstanding Notes may appoint a
      successor Trustee to replace the successor Trustee appointed by the
      Company.

     

    If
      a
      successor Trustee does not take office within 30 days after the retiring Trustee
      resigns or is removed, the retiring Trustee, the Company, or the Holders of
      at
      least 10% in aggregate principal amount of the then outstanding Notes may
      petition any court of competent jurisdiction for the appointment of a successor
      Trustee.

     

     

    
      
        
        

      

      
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    If
      the
      Trustee, after written request by any Holder who has been a Holder for at least
      six months, fails to comply with Section 7.10 hereof, such Holder may petition
      any court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company.  Thereupon, the resignation or removal
      of the retiring Trustee shall become effective, and the successor Trustee shall
      have all the rights, powers and duties of the Trustee under this Indenture.
      The
      successor Trustee shall mail a notice of its succession to Holders. 
Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee
      shall promptly transfer all property held by it as Trustee to the successor
      Trustee; provided,
      however,
      that
      all sums owing to the Trustee hereunder shall have been paid. Notwithstanding
      replacement of the Trustee pursuant to this Section 7.08, the Company’s
      obligations under Section 7.07 hereof shall continue for the benefit of the
      retiring Trustee.

     

    In
      the
      case of an appointment hereunder of a separate or successor Trustee with respect
      to the Notes, the Company, any retiring Trustee and each successor or separate
      Trustee with respect to the Notes shall execute and deliver an indenture
      supplemental hereto (1) which shall contain such provisions as shall be deemed
      necessary or desirable to confirm that all the rights, powers, trusts and duties
      of any retiring Trustee with respect to the Notes as to which any such retiring
      Trustee is not retiring shall continue to be vested in such retiring Trustee
      and
      (2) that 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 Trustee co-trustee of
      the
      same trust and that each such separate, retiring or successor Trustee shall
      be
      Trustee of a trust or trusts hereunder separate and apart from any trust or
      trusts hereunder administered by any such other Trustee.

     

    
      
        
          	Section 7.09. 	Successor
                  Trustee by Merger, etc.


        

         

      

    

    If
      the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation or banking
      association, the successor corporation or banking association without any
      further act shall, if such successor corporation or banking association is
      otherwise eligible hereunder, be the successor Trustee.

     

    
      
        
          	Section 7.10. 	Eligibility;
                  Disqualification.


        

         

      

    

    There
      shall at all times be a Trustee hereunder that is a Person organized and doing
      business under the laws of the United States of America or of any state thereof
      that is authorized under such laws to exercise corporate trustee power, that
      is
      subject to supervision or examination by federal or state authorities and that
      has a combined capital and surplus of at least $50.0 million (or a wholly-owned
      subsidiary of a bank or trust company, or of a bank holding company, the
      principal subsidiary of which is a bank or trust company having a combined
      capital and surplus of at least $50.0 million) as set forth in its most recent
      published annual report of condition.

     

    This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
      §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b).

     

    
      
        
          	Section 7.11. 	Preferential
                  Collection of Claims Against Company.


        

      


     

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

     

     

    
      
        
        

      

      
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    ARTICLE
      8.


     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

    
      
         

        
          	Section 8.01.	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, at any time, elect to have either Section
      8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the
      conditions set forth below in this Article 8.

     

    
      
        
          	Section 8.02. 	Legal
                  Defeasance and Discharge.


        

      


     

    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Company shall, subject to the satisfaction of the conditions
      set forth in Section 8.04 hereof, be deemed to have been discharged from its
      obligations with respect to all outstanding Notes on the date the conditions
      set
      forth below are satisfied (hereinafter, “Legal
      Defeasance”).
      For
      this purpose, Legal Defeasance means that the Company shall be deemed to have
      paid and discharged the entire Indebtedness represented by the outstanding
      Notes, which shall thereafter be deemed to be outstanding only for the purposes
      of Section 8.05 hereof and the other Sections of this Indenture referred to
      in
      clauses (a) and (b) below, and to have satisfied all of its obligations under
      such Notes and this Indenture (and the Trustee, on demand of and at the expense
      of the Company, shall execute proper instruments delivered to it by the Company
      acknowledging the same), except for the following provisions which shall survive
      until otherwise terminated or discharged hereunder: (a) the rights of Holders
      of
      outstanding Notes to receive payments in respect of the principal of, premium,
      if any, and interest on such Notes when such payments are due from the trust
      referred to below; (b) the Company’s obligations with respect to the Notes
      concerning mutilated, destroyed, lost or stolen Notes and the maintenance of
      an
      office or agency for payment and money for security payments held in trust;
      (c)
      the rights, powers, trusts, duties and immunities of the Trustee, and the
      Company’s obligations in connection therewith; and (d) the Legal Defeasance
      provisions of this Indenture. Subject to compliance with this Article 8, the
      Company may exercise its option under this Section 8.02 notwithstanding the
      prior exercise of its option under Section 8.03 hereof.

     

    
      
        
          	Section 8.03. 	Covenant
                  Defeasance.


        

      


     

    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Company shall, subject to the satisfaction of the conditions
      set forth in Section 8.04 hereof, be released from its obligations under the
      covenants contained in Articles 4 and 5 with respect to the Notes on and after
      the date the conditions set forth in Section 8.04 are satisfied (hereinafter,
      “Covenant
      Defeasance”),
      and
      the Notes shall 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 shall
      continue to be deemed outstanding for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes, the Company may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      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 shall not constitute a Default or an Event of Default under Section
      6.01
      hereof, but, except as specified above, the remainder of this Indenture and
      such
      Notes shall be unaffected thereby. In addition, upon the Company’s exercise
      under Section 8.01 hereof of the option applicable to this Section 8.03, subject
      to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
      6.01(d) and 6.01(e) hereof shall not constitute Events of Default or defaults
      hereunder.

     

    
      
        
          	Section 8.04. 	Conditions
                  to Legal or Covenant Defeasance.


        

      

    

     

    The
      following shall be the conditions to the application of either Section 8.02
      or
      8.03 hereof to the outstanding Notes:

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance:

     

     

    
      
        
        

      

      
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    (a)    the
      Company must irrevocably deposit, or cause to be deposited, with the Trustee,
      in
      trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
      non-callable U.S. Government Securities, or a combination thereof, in such
      amounts as will be sufficient, in the opinion of a nationally recognized firm
      of
      independent public accountants, to pay, without reinvestment, the principal
      of,
      premium, if any, and interest on the outstanding Notes on the stated maturity
      thereof or on the applicable redemption date, as the case may be, and the
      Company must specify whether the Notes are being defeased to maturity or to
      a
      particular redemption date;

     

    (b)    in
      the
      case of Legal Defeasance, the Company must deliver to the Trustee an Opinion
      of
      Counsel reasonably acceptable to the Trustee confirming that the Company has
      received from, or there has been published by, the Internal Revenue Service
      a
      ruling, or there has been a change in the applicable United States federal
      income tax law, in either case to the effect that, and based thereon such
      Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
      will
      not recognize income, gain or loss for United States federal income tax purposes
      as a result of such Legal Defeasance, and will be subject to United States
      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 Covenant Defeasance, the Company must deliver to the Trustee an Opinion
      of Counsel reasonably acceptable to the Trustee confirming that the Holders
      of
      the outstanding Notes will not recognize income, gain or loss for United States
      federal income tax purposes as a result of such Covenant Defeasance, and such
      Holders will be subject to United States 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 shall have occurred and be 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) or insofar as Events of
      Default from bankruptcy or insolvency events are concerned, at any time in
      the
      period ending on the 91st day after the date of deposit;

     

    (e)    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 by which the Company is
      bound;

     

    (f)    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
      the Notes over other creditors of the Company, or with the intent of defeating,
      hindering, delaying or defrauding creditors of the Company or
      others;

     

    (g)    the
      Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
      Counsel in the United States reasonably acceptable to the Trustee, each stating
      that the conditions precedent provided for or relating to Legal Defeasance
      or
      Covenant Defeasance, as applicable, in the case of the Officers’ Certificate,
      in
      clauses (a) through (f) and, in the case of the Opinion of Counsel, in clauses
      (b) and (c) of this paragraph, have been complied with.

     

    
      
        
          	Section 8.05. 	
                  Deposited
                    Money and Government Securities To Be Held in Trust; Other Miscellaneous
                    Provisions.

                


        

         

      

    

    Subject
      to Section 8.06 hereof, all money and non-callable U.S. Government Securities
      (including the proceeds thereof) deposited with the Trustee (or other qualifying
      trustee, collectively, and solely for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect
      of the outstanding Notes shall be held in trust and applied by the Trustee,
      in
      accordance with the provisions of such Notes 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 Notes 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 shall 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
      Securities deposited pursuant to Section 8.04 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
      Notes.

     

     

    
      
        
        

      

      
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    Anything
      in this Article 8 to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Company from time to time upon the request of the Company any money
      or non-callable U.S. Government Securities held by it as provided in Section
      8.04 hereof that, 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 8.04(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.

     

    
      
        
          	Section 8.06. 	Repayment
                  to Company.


        

         

      

    

    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
      Note 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 at
      its
      request or (if then held by the Company) shall be discharged from such trust;
      and the Holder of such Note shall thereafter, as an unsecured 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 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 shall 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 8.07. 	Reinstatement.


        

         

      

    

    If
      the
      Trustee or Paying Agent is unable to apply any money or non-callable U.S.
      Government Securities in accordance with Section 8.02 or 8.03 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 obligations under this Indenture and the Notes shall be revived
      and reinstated as though no deposit had occurred pursuant to Section 8.02 or
      8.03 hereof until such time as the Trustee or Paying Agent is permitted to
      apply
      all such money in accordance with Section 8.02 or 8.03 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 shall be subrogated to the rights of the Holders of
      such Notes to receive such payment from the money held by the Trustee or Paying
      Agent.

     

    
      
        
          	Section 8.08. 	Survival.


        

         

      

    

    The
      Trustee’s rights under this Article 8 shall survive termination of this
      Indenture.

     

    ARTICLE
      9.


     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

    
      
         

        
          	Section 9.01. 	Supplemental
                  Indentures Without Consent of Noteholders.


        

         

      

    

    The
      Company, when authorized by a Board Resolution (which resolution may provide
      general terms or parameters for such action and may provide that the specific
      terms of such action may be determined in accordance with or pursuant to an
      Officers’ Certificate), and the Trustee may from time to time and at any time
      enter into an indenture or indentures supplemental hereto (which shall conform
      to the provisions of the TIA as in force at the date of the execution thereof)
      for one or more of the following purposes:

     

    (a)    to
      convey, transfer, assign, mortgage or pledge to the Trustee as security for
      the
      Notes any property or assets;

     

     

    
      
        
        

      

      
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    (b)    to
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by the successor Person of the covenants,
      agreements and obligations of the Company pursuant to Article 5;

     

    (c)    to
      add to
      the covenants of the Company such further covenants, restrictions, conditions
      or
      provisions as the Company and the Trustee shall consider to be for the
      protection of the Holders of the Notes, 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,
      however,
      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 Notes to waive such an Event of Default;

     

    (d)    to
      cure
      any ambiguity or to correct or supplement any provision contained herein or
      in
      any supplemental indenture that may be defective or inconsistent with any
      other provision contained herein or in any supplemental indenture, or to make
      any other provisions as the Company may deem necessary or desirable;
provided,
      however,
      that no
      such provisions shall materially adversely affect the interests of the Holders
      of the Notes;

     

    (e)    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
      TIA,
      or under any similar federal statute hereafter enacted, and to add to this
      Indenture such other provisions as may be expressly permitted by the TIA,
excluding,
      however,
      the
      provisions referred to in Section 316(a)(2) of the TIA as in effect at the
      date
      as of which this instrument was executed or any corresponding provision provided
      for in any similar federal statute hereafter enacted;

     

    (f)    to
      evidence and provide for the acceptance of appointment hereunder by a successor
      trustee with respect to the Notes 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.

     

    The
      Trustee is hereby authorized to join with the Company in the execution of any
      such supplemental indenture, to make any further appropriate agreements and
      stipulations which may be therein contained and to accept the conveyance,
      transfer, assignment, mortgage or pledge of any property thereunder, but the
      Trustee 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.

     

    Any
      supplemental indenture authorized by the provisions of this Section may be
      executed without the consent of the Holders of any of the Notes then
      outstanding, notwithstanding any of the provisions of Section 9.02.

     

    
      
        
          	Section 9.02. 	Supplemental
                  Indentures with Consent of Noteholders.


        

         

      

    

    With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Notes then outstanding affected by such supplemental indenture, the
      Company, when authorized by a Board Resolution (which resolution may provide
      general terms or parameters for such action and may provide that the specific
      terms of such action may be determined in accordance with or pursuant to an
      Officers’ Certificate), and the Trustee may, from time to time and at any time,
      enter into an indenture or indentures supplemental hereto (which shall conform
      to the provisions of the TIA as in force at the date of execution thereof)
      for
      the purpose of adding any provisions to or changing in any manner or eliminating
      any of the provisions of this Indenture or of any supplemental indenture or
      of
      modifying in any manner the rights of the Holders of the Notes; provided,
      that no
      such supplemental indenture shall (a) extend the stated final maturity of the
      principal of any Note, or reduce the principal amount thereof, or reduce the
      rate or extend the time of payment of interest, if any, thereon, or reduce
      or
      alter the method of computation of any amount payable on redemption, repayment
      or purchase by the Company thereof (or the time at which any such redemption,
      repayment or purchase may be made), or make the principal thereof, or interest,
      if any, thereon payable in any coin or currency other than that provided in
      the
      Notes or in accordance with the terms of the Notes, or impair or affect the
      right of any Noteholder to institute suit for the payment thereof or, if the
      Notes provide therefor, any right of repayment or purchase at the option of
      the
      Noteholder, in each case without the consent of the Holder of each Note so
      affected, or (b) reduce the aforesaid percentage of Notes, the consent of the
      Holders of which is required for any such supplemental indenture, without the
      consent of the Holders of each Note so affected. No consent of any Holder of
      any
      Note shall be necessary under this Section 9.02 to permit the Trustee and the
      Company to execute supplemental indentures pursuant to Sections 9.01 and
      9.02.

     

     

    
      
        
        

      

      
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    Upon
      the
      request of the Company, accompanied by a copy of a resolution of the Board
      of
      Directors (which resolution may provide general terms or parameters for such
      action and may provide that the specific terms of such action may be determined
      in accordance with or pursuant to an Officers’ Certificate) certified by the
      secretary or an assistant secretary of the Company authorizing the execution
      of
      any such supplemental indenture, and upon the filing with the Trustee of
      evidence of the consent of the Holders of the Notes as aforesaid, the Trustee
      shall join with the Company in the execution of such supplemental indenture
      unless such supplemental indenture affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise, in which case the Trustee may
      at
      its discretion, but shall not be obligated to, enter into such supplemental
      indenture.

     

    It
      shall
      not be necessary for the consent of the Noteholders under this Section 9.02
      to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such consent shall approve the substance thereof.

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section 9.02, the Company (or the Trustee
      at
      the request and expense of the Company) shall give notice thereof to the Holders
      of then outstanding Notes affected thereby, as provided in Section 11.02. Any
      failure of the Company to give such notice, or any defect therein, shall not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    
      
        
          	Section 9.03. 	Effect
                  of Supplemental Indenture.


        

         

      

    

    Upon
      the
      execution of any supplemental indenture pursuant to the provisions hereof,
      this
      Indenture shall be and shall be deemed to be modified and amended in accordance
      therewith and the respective rights, limitations of rights, obligations, duties
      and immunities under this Indenture of the Trustee, the Company and the Holders
      of Notes affected thereby shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental indenture shall be and shall
      be deemed to be part of the terms and conditions of this Indenture for any
      and
      all purposes.

     

    
      
        
          	Section 9.04. 	Documents
                  To Be Given to Trustee.


        

         

      

    

    The
      Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled
      to receive an Officers’ Certificate and an Opinion of Counsel as conclusive
      evidence that any supplemental indenture executed pursuant to this Article
      9
      complies with the applicable provisions of this Indenture and that all
      conditions precedent to the execution and delivery of such supplemental
      indenture have been satisfied.

     

    
      
        
          	Section 9.05. 	Notation
                  on Securities in Respect of Supplemental Indentures.


        

         

      

    

    Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to the provisions of this Article 9 may bear a notation in form
      approved by the Trustee as to any matter provided for by such supplemental
      indenture or as to any action taken by Noteholders. If the Company or the
      Trustee shall so determine, new Notes so modified as to conform, in the opinion
      of the Trustee and the Company, to any modification of this Indenture contained
      in any such supplemental indenture may be prepared and executed by the Company,
      authenticated by the Trustee and delivered in exchange for the Notes then
      outstanding.

     

     

    
      
        
        

      

      
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          	Section 9.06. 	Conformity
                  with the TIA.


        

         

      

    

    Every
      supplemental indenture executed pursuant to this Article shall conform to the
      requirements of the TIA as then in effect if this Indenture shall then be
      qualified under the TIA.

     

    ARTICLE
      10.


     

    SATISFACTION
      AND DISCHARGE

     

    
      
        
          	Section 10.01. 	Satisfaction
                  and Discharge.


        

         

      

    

    This
      Indenture shall be discharged and shall cease to be of further effect, except
      as
      to surviving rights of registration of transfer or exchange of the Notes, as
      to
      all Notes issued hereunder, when:

     

    (a)    either:

     

           (i)      
      all
      Notes
      that have been previously authenticated and delivered (except lost, stolen
      or
      destroyed Notes that have been replaced or paid, and Notes for whose payment
      money has previously been deposited in trust or segregated and held in trust
      by
      the Company and is thereafter repaid to the Company or discharged from the
      trust) have been delivered to the Trustee for cancellation; or

     

            (ii)(A)  
      all Notes that have not been previously delivered to the Trustee for
      cancellation, have become due and payable by their terms, will become due and
      payable at their Stated Maturity within one year, have been called for
      redemption, or are to be called for redemption within one year under
      arrangements satisfactory to the Trustee for the giving of notice of redemption
      by the Trustee in the name and at the expense of the Company, and the Company
      has irrevocably deposited or caused to be deposited with the Trustee, as trust
      funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
      non-callable U.S. Government Securities, or a combination thereof, in such
      amounts as shall be sufficient without consideration of any reinvestment of
      interest, to pay and discharge the entire Indebtedness on the Notes not
      previously delivered to the Trustee for cancellation or redemption for
      principal, premium, if any, and interest on the Notes to the date of deposit,
      in
      the case of Notes that have become due and payable, or to the Stated Maturity
      or
      redemption date, as the case may be; (B) the Company has paid all other sums
      payable by the Company with respect to the Notes under this Indenture; and
      (C)
      the Company has delivered irrevocable instructions to the Trustee to apply
      the
      deposited money toward the payment of the Notes at Stated Maturity or on the
      redemption date, as the case may be.

     

    In
      the
      case of either clause (i) or (ii):

     

    (b)    no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit or shall occur as a result of such deposit and such deposit will
      not result in a breach or violation of, or constitute a default under, any
      other
      instrument to which the Company is a party or by which the Company is bound;
      and

     

    (c)    the
      Company shall have delivered to the Trustee an Officers’ Certificate and Opinion
      of Counsel stating that all conditions precedent relating to the satisfaction
      and discharge of this Indenture have been satisfied.

     

    
      
        
          	Section 10.02. 	Deposited
                  Cash and U.S. Government Securities To Be Held in Trust; Other
                  Miscellaneous Provisions.


        

         

      

    

    Subject
      to Section 10.03, all cash and non-callable U.S. Government Securities
      (including the proceeds thereof) deposited with the Trustee (or other qualifying
      trustee, collectively for purposes of this Section 10.02, the
“Trustee”) pursuant to Section 10.01 hereof in respect
      of the outstanding Notes shall be held in trust and applied by the Trustee,
      in
      accordance with the provisions of such Notes 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 Notes of
      all
      sums due and to become due thereon in respect of principal, premium, if any,
      and
      interest, but such cash and securities need not be segregated from other funds
      except to the extent required by law.

     

     

    
      
        
        

      

      
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          	Section 10.03. 	Repayment
                  to Company.


        

         

      

    

    Any
      cash
      or non-callable U.S. Government Securities 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 Note and remaining unclaimed
      for two years after such principal, and premium, if any, or interest has become
      due and payable shall be paid to the Company on its request or (if then held
      by
      the Company) shall be discharged from such trust; and the Holder shall
      thereafter, as an unsecured creditor, look only to the Company for payment
      thereof, and all liability of the Trustee or such Paying Agent with respect
      to
      such cash and securities, 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
      The
      New York Times and
      The
      Wall Street Journal (national
      edition), notice that such cash and securities remain unclaimed and that, after
      a date specified therein, which shall not be less than 30 days from the date
      of
      such notification or publication, any unclaimed balance of such cash and
      securities then remaining shall be repaid to the Company.

     

    ARTICLE
      11.


     

    MISCELLANEOUS

    
      
         

        
          	Section 11.01. 	TIA
                  Controls.


        

         

      

    

    If
      any
      provision of this Indenture limits, qualifies or conflicts with another
      provision that is required to be included in this Indenture by the TIA, the
      provision required by the TIA shall control.

     

    
      
        
          	Section 11.02. 	Notices.


        

         

      

    

    Any
      notice or communication by the Company or the Trustee to the other is duly
      given
      if in writing and delivered in person or mailed by first class mail (registered
      or certified, return receipt requested), facsimile transmission or overnight
      air
      courier guaranteeing next-day delivery, to the other’s address:

     

    If
      to the
      Company:  

    


    Citizens
      Communications Company

    3
      High
      Ridge Park

    Stamford,
      Connecticut 06905

    Attention:
      General Counsel

    Telecopier
      No.: (203) 614-4651

    


    With
      a
      copy to:

    


    Cravath,
      Swaine & Moore LLP

    825
      Eighth Avenue

    New
      York,
      New York 10019

    Attention:
      Timothy G. Massad

    Telecopier
      No.: (212) 474-3700

    


    If
      to the
      Trustee:

    


    The
      Bank
      of New York

    4
      New
      York Plaza, 15th Floor

    New
      York,
      New York 10004

    Attention:
      Vice President

    Telecopier
      No.: (212) 623-6797

     

     

    
      
        
        

      

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

     

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

     

    Any
      notice or communication to a Holder shall be mailed by first class mail,
      certified or registered, return receipt requested, or by overnight air courier
      guaranteeing next-day delivery to its address shown on the Security
      Register.  Any notice or communication shall also be so mailed to any
      Person described in TIA §313(c), to the extent required by the TIA. Failure to
      mail a notice or communication to a Holder or any defect therein shall not
      affect its sufficiency with respect to other Holders.

     

    If
      a
      notice or communication is mailed in the manner provided above within the time
      prescribed, it is duly given, whether or not the addressee receives
      it.

     

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

     

    
      
        
          	Section 11.03. 	Communication
                  by Holders of Notes with Other Holders of Notes.


        

         

      

    

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

     

    
      
        
          	Section 11.04. 	Certificate
                  and Opinion as to Conditions Precedent.


        

         

      

    

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

     

    (a)    an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 11.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and

     

    (b)    an
      Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
      (which shall include the statements set forth in Section 11.05 hereof) stating
      that, in the opinion of such counsel, all such conditions precedent and
      covenants have been complied with.

     

    
      
        
          	Section 11.05. 	Statements
                  Required in Certificate or Opinion.


        

         

      

    

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall
      include:

     

    (a)    a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

     

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

     

     

    
      
        
        

      

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

     

    (d)    a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been complied with.

     

    With
      respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate, certificates of public officials or reports or opinions of
      experts.

     

    
      
        
          	Section 11.06. 	Rules
                  by Trustee and Agents.


        

         

      

    

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

     

    
      
        
          	Section 11.07. 	No
                  Personal Liability of Directors, Officers, Employees and
                  Stockholders.


        

         

      

    

    No
      past,
      present or future director, officer, employee, incorporator or stockholder
      of
      the Company, as such, shall have any liability for any obligations of the
      Company under the Notes or this Indenture, or for any claim based on, in respect
      of, or by reason of, such obligations or their creation. Each Holder of Notes
      by
      accepting a Note waives and releases all such liability. The waiver and release
      are part of the consideration for issuance of the Notes. The waiver and release
      may not be effective to waive or release liabilities under the federal
      securities laws.

     

    
      
        
          	Section 11.08. 	Governing
                  Law.


        

         

      

    

    THIS
      INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS
      OF
      THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF
      CONFLICTS OF LAWS.

     

    
      
        
          	Section 11.09. 	No
                  Adverse Interpretation of Other Agreements.


        

         

      

    

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

     

    
      
        
          	Section 11.10. 	Successors.


        

         

      

    

    All
      covenants and agreements of the Company in this Indenture and the Notes shall
      bind its successors.  All covenants and agreements of the Trustee in this
      Indenture shall bind its successors.

     

    
      
        
          	Section 11.11. 	Severability.


        

         

      

    

    In
      case
      any provision in this Indenture or in the Notes 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 11.12. 	Counterpart
                  Originals.


        

      


     

    The
      parties may sign any number of copies of this Indenture.  Each signed copy
      shall be an original, but all of them together represent the same
      agreement.

     

     

    
      
        
        

      

      
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          of Contents

      

    

    
      
         

         

        
          	Section 11.13. 	Table
                  of Contents, Headings, etc.


        

         

      

    

    The
      Table
      of Contents, Cross-Reference Table and headings in this Indenture have been
      inserted for convenience of reference only, are not to be considered a part
      of
      this Indenture and shall in no way modify or restrict any of the terms or
      provisions hereof.

     

    
      
        
          	Section 11.14. 	Qualification
                  of this Indenture.


        

         

      

    

    The
      Company shall qualify this Indenture under the TIA in accordance with the terms
      and conditions of any Registration Rights Agreement and shall pay all reasonable
      costs and expenses (including attorneys’ fees and expenses for the Company, the
      Trustee and the Holders) incurred in connection therewith, including, but not
      limited to, costs and expenses of qualification of this Indenture and the Notes
      and printing this Indenture and the Notes. The Trustee shall be entitled to
      receive from the Company any such Officers’ Certificates, Opinions of Counsel or
      other documentation as it may reasonably request in connection with any such
      qualification of this Indenture under the TIA.

     

    [Signatures
      on following pages]

    


    



    
      
        
        

      

      
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          of Contents

      

    

     

    
 

    Dated
      as
      of December 22, 2006

     

     

    
      	 	 	 
	 	
              COMPANY:

               

              CITIZENS
                COMMUNICATIONS COMPANY

            
	 	 	 
	 	By:  	/s/ Donald R. Shassian
	 	Name:  Donald
              R.
              Shassian
	 	Title:    Chief Financial
              Officer


    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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            of Contents

        

      

    

    


     

    
       

      
        	 	 	 
	 	
                TRUSTEE:

                 

                THE
                  BANK OF NEW YORK

              
	 	 	 
	 	By:  	/s/ James D. Heaney
	 	Name:  James
                D.
                Heaney
	 	Title:    Vice
                President


      

       

      
 

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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            of Contents

          
            


          

        

      

    

    



    EXHIBIT
      A

     

    FORM
      OF NOTE

     

    [Insert
      the Global Note Legend, if applicable, pursuant to the terms of the
      Indenture.]

     

    [Insert
      the Private Placement Legend, if applicable, pursuant to the terms of the
      Indenture.]

     

    Citizens
      Communications Company

     

    
      	
              No.

               

            	
              7.875%
                SENIOR NOTE DUE 2027

               

            
	
              ORIGINAL
                ISSUE DATE: December 22, 2006

               

            
	
              $[   ],000,000

               

            	
              CUSIP:
                [            
                ]

               

            


    

    


    Citizens
      Communications Company, a corporation duly organized and existing under the
      laws
      of the State of Delaware (the “Company”),
      for
      value received, hereby promises to pay Cede & Co., or its registered
      assigns, the principal sum of $ [ ],000,000 ([ ] hundred million dollars) on
      January 15, 2027, at the Corporate Trust Office of The Bank of New York, in
      such
      coin or currency of the United States of America as at the time of payment
      shall
      be legal tender for the payment of public and private debts, and to pay
      semi-annually in arrears on January 15 and July 15 of each year (each, an
“Interest
      Payment Date”),
      commencing July 15, 2007, and at maturity (or on any redemption or repayment
      date) the amount of interest on said principal sum at said office or agency,
      in
      like coin or currency, at the rate per annum specified in the title of this
      Note, from December 22, 2006 or from the most recent Interest Payment Date
      to
      which interest has been paid or duly provided for until said principal sum
      has
      been paid or duly provided for. Interest shall be computed on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    The
      interest payable on any Interest Payment Date, which is punctually paid or
      duly
      provided for on such Interest Payment Date, will be paid to the person in whose
      name this Note (or one or more predecessor Notes) is registered at the close
      of
      business on January 1 or July 1 (in each case, whether or not a Business Day),
      as the case may be (each, a “Regular
      Record Date”),
      immediately preceding such Interest Payment Date. Interest payable on this
      Note,
      which is not punctually paid or duly provided for on any Interest Payment Date
      therefor, shall forthwith cease to be payable to the Person in whose name this
      Note is registered at the close of business on the Regular Record Date
      immediately preceding such Interest Payment Date, and such interest may either
      (i) be paid to the Person in whose name this Note is registered at the close
      of
      business on a special record date to be established for such payment by the
      Trustee or (ii) be paid in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which the Notes may be listed, all
      as
      more fully provided in the Indenture referred to on the reverse
      hereof.

     

    Payment
      of the principal of this Note, any premium and the interest due at maturity
      (or
      on any redemption or repayment date) will be made in immediately available
      funds
      upon surrender of this Note at the office or agency of the Paying Agent, as
      defined on the reverse hereof, maintained for that purpose in the Borough of
      Manhattan, The City of New York, or at such other paying agency as the Company
      may determine. At the option of the Company, interest on the Notes may be paid
      (i) by check mailed to the address of the Person entitled thereto as such
      address shall appear in the register of Holders of the Notes or (ii) at the
      expense of the Company, by wire transfer to an account maintained by the Person
      entitled thereto as specified in writing to The Bank of New York, as trustee,
      by
      such Person by the applicable record date of the Notes.

     

    Reference
      is made to the further provisions of this Note set forth on the reverse hereof.
      Such further provisions shall for all purposes have the same effect as though
      fully set forth at this place.

     

    This
      Note
      shall not be valid or become obligatory for any purpose until the certificate
      of
      authentication hereon shall have been signed by the Trustee under the Indenture
      referred to on the reverse hereof.

     

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officer.

     

     

    
       

      
        	 	 	 
	 	
                CITIZENS
                  COMMUNICATIONS COMPANY

                 

              
	 	 	 
	 	By:  	 
	 	Name:
	 	Title:


      

       

      
 

    

    


    


    


    This
      is
      one of the Global

    Notes
      referred to in the

    within-mentioned
      Indenture:

     

    
      THE
        BANK
        OF NEW YORK,

      as
        Trustee

      
 

    

    
      
        	 By: 	 
	 	
                Authorized
                  Signatory

              
	 	 


      

    

     

    Dated
      December 22, 2006

     

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
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          of Contents

      

    

     

    


    [REVERSE
      OF NOTE]


     

    NOTE
      DUE

    


     

    1.    INDENTURE. 
      (a) This Note is one of a duly authorized issue of senior debt securities of
      the
      Company (hereinafter called the “Notes”)
      of a
      series designated as the 7.875% Senior Notes Due 2027 of the Company, in an
      aggregate principal amount of $400,000,000, all issued or to be issued under
      and
      pursuant to the Indenture, dated as of December 22, 2006 (the “Indenture”),
      between the Company and The Bank of New York (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 description
      of the rights, limitations of rights, obligations, duties and immunities
      thereunder of the Company, the Trustee and the Holders of the Notes, and the
      terms upon which the Notes are, and are to be, authenticated and delivered.
      The
      Company has appointed The Bank of New York at its principal corporate trust
      office in The City of New York as the paying agent (the “Paying
      Agent”,
      which
      term includes any additional or successor Paying Agent appointed by the Company)
      with respect to the Notes. To the extent not inconsistent herewith, the terms
      of
      the Indenture are hereby incorporated by reference herein.

     

    (b)
      All
      capitalized terms used in this Note which are defined in the Indenture and
      not
      otherwise defined herein shall have the meanings assigned to them in the
      Indenture.

     

    2.    AMENDMENTS
      AND WAIVERS. The Indenture permits, with certain exceptions as therein provided,
      the amendment thereof and the modification of the rights and obligations of
      the
      Company and the rights of the Holders of the Notes to be affected under the
      Indenture at any time by the Company and the Trustee with the consent of the
      Holders of a majority in principal amount of the Notes at the time outstanding.
      The Indenture also contains provisions permitting the Holders of a majority
      in
      principal amount of the Notes at the time outstanding to waive compliance by
      the
      Company with certain provisions of the Indenture and certain past defaults
      under
      the Indenture and their consequences.

     

    3.    OBLIGATION
      TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No reference herein to the
      Indenture and no provision of this Note or of the Indenture shall alter or
      impair the obligation of the Company or any other obligor on the Notes, which
      is
      absolute and unconditional, to pay the principal of, premium, if any, and
      interest (and Special Interest, if any, as provided in Section 8 of the
      Registration Rights Agreement) on this Note in the manner, at the respective
      times, at the rate, at the place and in the coin or currency herein
      prescribed.

     

    4.    OPTIONAL
      REDEMPTION. This Note is redeemable at the Company’s election, in whole or in
      part, at any time at a redemption price equal to the greater of:

     

    
      	 	(1)	100% of the principal amount of the Notes to be redeemed
              then outstanding; and
	 	 	 
	 	(2)	as
              determined by an Independent Investment Banker, the sum of the present
              values of the remaining scheduled payments of principal and interest
              on
              the Notes to be redeemed (not including any portion of such payments
              of
              interest accrued to the date of redemption) discounted to the redemption
              date on a semiannual basis (assuming a 360-day year consisting of twelve
              30-day months) at the Adjusted Treasury Rate, plus 50 basis
              points;


    

     

    plus,
      in either of the above cases, accrued and unpaid interest to the date of
      redemption on the Notes to be redeemed.

     

    If
      the
      Company selects a redemption date that is on or after a Regular Record Date
      and
      on or before the related interest payment date, the accrued and unpaid interest,
      if any, shall be paid to the person in whose name the Note is registered at
      the
      close of business on such record date.

     

    The
      Company will mail a notice of redemption at least 30 days, but not more than
      60
      days, before the redemption date to each Holder of the Notes to be
      redeemed.

     

     

    
      
        
        

      

      
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    Unless
      the Company defaults in payment of the redemption price, on and after the
      redemption date, interest will cease to accrue on the Notes or portions thereof
      called for redemption.

     

    For
      purposes of the foregoing, the following terms shall have the following
      meanings:

     

      
      “Adjusted Treasury Rate”
      means,
      with respect to any redemption date:

     

    
      
        	 	(1)	the yield, under the heading which represents the
                average
                for the immediately preceding week, appearing in the most recently
                published statistical release designated “H.15(519)” or any successor
                publication which is published weekly by the Board of Governors of
                the
                Federal Reserve System and which establishes yields on actively traded
                United States Treasury securities adjusted to constant maturity under
                the
                caption “Treasury Constant Maturities,” for the maturity corresponding to
                the Comparable Treasury Issue (as defined below) (if no maturity
                is within
                three months before or after the Remaining Life (as defined below),
                yields
                for the two published maturities most closely corresponding to the
                Comparable Treasury Issue shall be determined and the Adjusted Treasury
                Rate shall be interpolated or extrapolated from such yields on a
                straight
                line basis, rounding to the nearest month); or
	 	 	 
	 	(2)	if
                such release (or any successor release) is not published during the
                week
                preceding the calculation date or does not contain such yields, the
                rate
                per annum equal to the semi-annual equivalent yield to maturity of
                the
                Comparable Treasury Issue, calculated using a price for the Comparable
                Treasury Issue (expressed as a percentage of its principal amount)
                equal
                to the Comparable Treasury Price (as defined below) for such redemption
                date.


      

       

    

    The
      Adjusted Treasury Rate shall be calculated on the third Business Day preceding
      the redemption date.

     

    “Comparable
      Treasury Issue”
means
      the United States Treasury security selected by an Independent Investment Banker
      (as defined below) as having a maturity comparable to the remaining term of
      the
      Notes that would be utilized, at the time of selection and in accordance with
      customary financial practice, in pricing new issues of corporate debt securities
      of comparable maturity to the remaining term of the Notes (“Remaining
      Life”).

     

    “Comparable
      Treasury Price”
means,
      for any redemption date, (1) the average of four Reference Treasury Dealer
      Quotations (as defined below) for such redemption date, after excluding the
      highest and lowest Reference Treasury Dealer Quotations, or (2) if the
      Independent Investment Banker obtains fewer than four such Reference Treasury
      Dealer Quotations, the average of all such quotations.

     

    “Independent
      Investment Banker”
means
      one of the Reference Treasury Dealers appointed by the Company.

     

    “Reference
      Treasury Dealer”
means
      any of the primary U.S. Government securities dealers in New York
      City.

     

    “Reference
      Treasury Dealer Quotations”
means,
      with respect to each Reference Treasury Dealer and any redemption date, the
      average, as determined by the Independent Investment Banker, of the bid and
      asked prices for the Comparable Treasury Issue (expressed in each case as a
      percentage of its principal amount) quoted in writing to the Independent
      Investment Banker at 5:00 p.m., New York City time, on the third Business Day
      preceding such redemption date.

     

    5.    REPURCHASE
      AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering
      Event, and subject to certain conditions set forth in the Indenture, the Company
      will be required to offer to purchase all of the outstanding Notes at a purchase
      price equal to 101% of the principal amount thereof, plus accrued and unpaid
      interest, if any, thereon to the date of repurchase.

     

     

    
      
        
        

      

      
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    6.    CERTAIN
      COVENANTS. The Indenture restricts the ability of the Company and its
      Subsidiaries to incur indebtedness at the Company’s Subsidiaries, create certain
      liens and merge or consolidate with other companies. These covenants are subject
      to the covenant defeasance procedures outlined in the Indenture.

     

    7.    EFFECT
      OF
      EVENT OF DEFAULT. If an Event of Default shall have occurred and be continuing
      under the Indenture, the principal hereof may be declared, and upon such
      declaration shall become, due and payable in the manner, with the effect and
      subject to the conditions provided in the Indenture.

     

    8.    DEFEASANCE.
      The Indenture contains provisions for defeasance and covenant defeasance at
      any
      time of the Indebtedness on this Note upon compliance by the Company with
      certain conditions set forth therein.

     

    9.    DENOMINATIONS;
      EXCHANGES.  (a) The Notes are issuable in registered form without coupons
      in denominations of $1,000 and any multiple of $1,000 at the office or agency
      of
      the Company in the Borough of Manhattan, The City of New York, and in the manner
      and, subject to the limitations provided in the Indenture, Notes may be
      exchanged for a like aggregate principal amount of Notes of other authorized
      denomination.

     

    10.     
      HOLDER
      AS
      OWNER. Prior to the due presentment of this Note for registration of transfer,
      the Company, the Trustee and any Agent of the Company or the Trustee may deem
      and treat the registered holder hereof as the absolute owner of this Note
      (whether or not this Note shall be overdue and notwithstanding any notation
      of
      ownership or other writing hereon), for the purpose of receiving payment of,
      or
      on account of, the principal hereof and, subject to the provisions on the face
      hereof, interest hereon, and for all other purposes, and none of the Company
      or
      the Trustee or any Agent of the Company, the Trustee shall be affected by any
      notice to the contrary.

     

    11.     
      NO
      LIABILITY OF CERTAIN PERSONS. No recourse under or upon any obligation, covenant
      or agreement of the Company in the Indenture or any indenture supplemental
      thereto or in any Note, or because of the creation of any Indebtedness
      represented thereby, shall be had against any past, present or future
      incorporator, shareholder, officer or director, as such, of the Company or
      of
      any successor, either directly or through the Company, or any successor
      corporation, under any constitution, statute or rule of law or by the
      enforcement of any assessment or otherwise, all such liability being expressly
      waived and released by the acceptance hereof and as part of the consideration
      for the issue hereof.

     

    12.     
      LOSS,
      THEFT OR DESTRUCTION. In case any Note shall at any time become mutilated,
      defaced or be destroyed, lost or stolen and such Note or evidence of the loss,
      theft or destruction thereof (together with the indemnity hereinafter referred
      to and such other documents or proof as maybe required in the premises) shall
      be
      delivered to the Trustee, a new Note of like tenor will be issued by the Company
      in exchange for the Note so mutilated or defaced, or in lieu of the Note so
      destroyed or lost or stolen, but, in case of any destroyed or lost or stolen
      Note, only upon receipt of evidence satisfactory to the Trustee and the Company
      that such Note was destroyed or lost or stolen and, if required by the Company
      or the Trustee, upon receipt also of indemnity satisfactory to each of them.
      All
      expenses and reasonable charges associated with procuring such indemnity and
      with the preparation, authentication and delivery of a new Note shall be borne
      by the owner of the Note mutilated, defaced, destroyed, lost or
      stolen.

     

    13.     
      ADDITIONAL
      RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
      In
      addition to the rights provided to Holders of Notes under the Indenture, Holders
      of Restricted Global Notes and Restricted Definitive Notes that are Initial
      Notes shall have all the rights set forth in the Registration Rights Agreement,
      dated as of December
      22,
      2006,
      between the Company and the parties named on the signature pages thereto or,
      in
      the case of Additional Notes, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have the rights set forth in one or more registration
      rights agreements, if any, among the Company and the other parties thereto,
      relating to rights given by the Company to the purchasers of any Additional
      Notes.

     

    14.     
      GOVERNING
      LAW. This Note shall be governed by, and construed in accordance with, the
      laws
      of the State of New York without regard to conflict of law provisions
      thereof.

     

     

    
      
        
        

      

      
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        Table
          of Contents

      

    

     

     

    
 

    ASSIGNMENT
      FORM

     

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


     

    PLEASE
      INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF
      ASSIGNEE

     

    PLEASE
      PRINT OR TYPE NAME AND ADDRESS, 

    INCLUDING
      ZIP CODE, OF ASSIGNEE 

     

    the
      within Note of Citizens Communications Company and all rights thereunder and
      hereby irrevocably constitutes and appoints such person attorney to transfer
      such Note on the books of Citizens Communications Company, with full power
      of
      substitution in the premises.

     

    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 WHATSOEVER. THE SIGNATURE SHOULD BE
                MEDALLION
                GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION
                OF
                THE NEW YORK STOCK EXCHANGE.

               

            


    

     

    


    Tax
      Identification No.:

    Signature
      Guarantee:

     

    
      
        

      

    

     

    


    
      
        
        

      

      
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    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of

              Decrease
                in

              Principal
                Amount

              of
                this Global Note

            	
              Amount
                of Increase

              in
                Principal Amount

              of
                this Global Note

            	
              Principal
                Amount

              of
                this Global Note

              following
                such

              Decrease
                (or

              Increase)

            	
              Signature
                of

              authorized
                Signatory

              of
                Trustee or

              Note
                Custodian

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
 

    
      
        
        

      

      
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    EXHIBIT
      B

     

    FORM
      OF CERTIFICATE OF TRANSFER

     

    Citizens
      Communications Company

    3
      High
      Ridge Park

    Stamford,
      CT 06905

    Attention:
      

    


    The
      Bank
      of New York

    4
      New
      York Plaza

    15th
      Floor

    New
      York,
      NY 10004

    Attention:
      Corporate Trust Department

    Telecopier
      No.: 

    


    Re:        7.875%
      Senior Notes due 2027

     

    Reference
      is hereby made to the Indenture, dated as of December 22, 2006 (the
“Indenture”),
      between Citizens Communications Company, as issuer (the “Company”),
      and
      The Bank of New York, as trustee. Capitalized terms used but not defined herein
      shall have the meanings given to them in the Indenture.

     

    ___________________
      (the “Transferor”)
      owns
      and proposes to transfer the Notes or interest in such Notes specified in Annex
      A hereto, in the principal amount of
      $[           ] in such Notes
      or interests (the “Transfer”),
      to
      ___________________________ (the “Transferee”),
      as
      further specified in Annex A hereto. In connection with the Transfer, the
      Transferor hereby certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

    1.  o 
Check
      if Transferee will take delivery of a beneficial interest in the 144A Global
      Note or a Definitive Note pursuant to Rule 144A.
      The
      Transfer is being effected pursuant to and in accordance with Rule 144A under
      the United States Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, the Transferor hereby further certifies that the beneficial
      interest or Definitive Note is being transferred to a Person that the Transferor
      reasonably believed and believes is purchasing the beneficial interest or
      Definitive Note for its own account, or for one or more accounts with respect
      to
      which such Person exercises sole investment discretion, and such Person and
      each
      such account is a “qualified institutional buyer” within the meaning of Rule
      144A in a transaction meeting the requirements of Rule 144A and such Transfer
      is
      in compliance with any applicable blue sky securities laws of any state of
      the
      United States. Upon consummation of the proposed Transfer in accordance with
      the
      terms of the Indenture, the transferred beneficial interest or Definitive Note
      will be subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the 144A Global Note and/or the Definitive Note
      and
      in the Indenture and the Securities Act.

     

    2.  o 
      Check
      if Transferee will take delivery of a beneficial interest in the Regulation
      S
      Global Note or a Definitive Note pursuant to Regulation
      S.
      The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a Person in the United
      States and (x) at the time the buy order was originated, the Transferee was
      outside the United States or such Transferor and any Person acting on its behalf
      reasonably believed and believes that the Transferee was outside the United
      States or (y) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and neither such Transferor nor any Person
      acting on its behalf knows that the transaction was prearranged with a buyer
      in
      the United States, (ii) no directed selling efforts have been made in
      contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation
      S
      under the Securities Act, (iii) the transaction is not part of a plan or scheme
      to evade the registration requirements of the Securities Act and (iv) if the
      proposed transfer is being made prior to the expiration of the Distribution
      Compliance Period, the transfer is not being made to a U.S. Person or for the
      account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
      consummation of the proposed transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will be
      subject to the restrictions on Transfer enumerated in the Private Placement
      Legend printed on the Regulation S Global Note, the Regulation S Temporary
      Global Note and/or the Definitive Note and in the Indenture and the Securities
      Act.

     

     

    
      
        
        

      

      
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          of Contents

      

    

     

     

    3.  o 
      Check
      and complete if Transferee will take delivery of a beneficial interest in the
      IAI Global Note or a Definitive Note pursuant to any provision of the Securities
      Act other than Rule 144A or Regulation S.
      The
      Transfer is being effected in compliance with the transfer restrictions
      applicable to beneficial interests in Restricted Global Notes and Restricted
      Definitive Notes and pursuant to and in accordance with the Securities Act
      and
      any applicable blue sky securities laws of any state of the United States,
      and
      accordingly the Transferor hereby further certifies that (check
      one):

     

    (a) 
        o 
      such
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act;

     

    or

     

    (b)  
       o 
      such
      Transfer is being effected to the Company or a Subsidiary thereof;

     

    or

     

    (c) 
        o 
      such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act and in compliance with the prospectus delivery requirements
      of the Securities Act;

     

    or

     

    (d)  
       o 
      such
      Transfer is being effected to an Institutional Accredited Investor and pursuant
      to an exemption from the registration requirements of the Securities Act other
      than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
      certifies that it has not engaged in any general solicitation within the meaning
      of Regulation D under the Securities Act and the Transfer complies with the
      transfer restrictions applicable to beneficial interests in a Restricted Global
      Note or Restricted Definitive Note and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the
      Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer
      is
      in respect of a principal amount of Notes at the time of transfer of less than
      $250,000, an Opinion of Counsel provided by the Transferor or the Transferee
      (a
      copy of which the Transferor has attached to this certification), to the effect
      that such Transfer is in compliance with the Securities Act. Upon consummation
      of the proposed transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will be subject to the
      restrictions on transfer enumerated in the Private Placement Legend printed
      on
      the IAI Global Note and/or the Definitive Notes and in the Indenture and the
      Securities Act.

     

    4.  o 
      Check
      if Transferee will take delivery of a beneficial interest in an Unrestricted
      Global Note or of an Unrestricted Definitive Note.

     

    (a)  o 
      Check
      if Transfer is pursuant to Rule 144.
      (i) The
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act and in compliance with the transfer restrictions contained in
      the
      Indenture and any applicable blue sky securities laws of any state of the United
      States and (ii) the restrictions on transfer contained in the Indenture and
      the
      Private Placement Legend are not required in order to maintain compliance with
      the Securities Act. Upon consummation of the proposed Transfer in accordance
      with the terms of the Indenture, the transferred beneficial interest or
      Definitive Note will no longer be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes, on Restricted Definitive Notes and in the Indenture.

     

    (b)  o 
      Check
      if Transfer is pursuant to Regulation S.
      (i) The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and in compliance with the transfer restrictions
      contained in the Indenture and any applicable blue sky securities laws of any
      state of the United States and (ii) the restrictions on transfer contained
      in
      the Indenture and the Private Placement Legend are not required in order to
      maintain compliance with the Securities Act. Upon consummation of the proposed
      Transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will no longer be subject to the
      restrictions on transfer enumerated in the Private Placement Legend printed
      on
      the Restricted Global Notes, on Restricted Definitive Notes and in the
      Indenture.

     

     

    
      
        
        

      

      
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          of Contents

      

    

     

     

    (c)  o 
      Check
      if Transfer is pursuant to Other Exemption.
      (i) The
      Transfer is being effected pursuant to and in compliance with an exemption
      from
      the registration requirements of the Securities Act other than Rule 144, Rule
      903 or Rule 904 and in compliance with the transfer restrictions contained
      in
      the Indenture and any applicable blue sky securities laws of any state of the
      United States and (ii) the restrictions on transfer contained in the Indenture
      and the Private Placement Legend are not required in order to maintain
      compliance with the Securities Act. Upon consummation of the proposed Transfer
      in accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will not be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes or Restricted Definitive Notes and in the Indenture.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

     

    
      	 	 	 
	 	 
	 	
                [Insert
                Name of
                Transferor]

            
	 
 	 
 	
 
	 	By:  	 
	 	 	 Name:
	 	 	 Title:


    

      

    
      	 	Dated:	 


    

     

     

     

    
      
        
          
          

        

        
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            of Contents

        

      

    

    


    ANNEX
      A
      TO CERTIFICATE OF TRANSFER

     

    1.    The
      Transferor owns and proposes to transfer the following:

     

    [CHECK
      ONE OF (a) OR (b)]

    

      
        	 	
                (a)

              	 o	
                a
                  beneficial interest in the:

                 

              
	 	
                 
                  (i)

              	 o	
                144A
                  Global Note (CUSIP 17453BAQ4); or

                 

              
	 	
                 
                  (ii)

              	 o	
                Regulation
                  S Global Note (CUSIP U1743AAD6); or

                 

              
	 	
                 
                  (iii)

              	 o	
                IAI
                  Global Note (CUSIP _________); or

                 

              
	 	
                (b)

              	 o	
                a
                  Restricted Definitive Note.

                 

              


      

    

     

    2.    After
      the
      Transfer, the Transferee will hold:

     

    [CHECK
      ONE OF (a), (b) OR (c)]

    
      

        
          	 	
                  (a)

                	  o	
                  a
                    beneficial interest in the:

                   

                
	 	
                   
                    (i)

                	  o	
                  144A
                    Global Note (CUSIP 17453BAQ4); or

                   

                
	 	
                   
                    (ii)

                	  o	
                  Regulation
                    S Global Note (CUSIP U1743AAD6); or

                   

                
	 	
                   
                    (iii)

                	  o	
                  IAI
                    Global Note (CUSIP _________), or

                   

                
	 	
                   
                    (iv)

                	  o	
                  Unrestricted
                    Global Note (CUSIP _________); or

                   

                
	 	
                  (b)

                	  o	
                  a
                    Restricted Definitive Note; or

                   

                
	 	
                  (c)

                	  o	
                  an
                    Unrestricted Definitive Note,

                   

                


        

      

    

     

                                       
      in accordance with the terms of the Indenture.

     

     

    
      
        
        

      

      
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    EXHIBIT
      C

     

    FORM
      OF CERTIFICATE OF EXCHANGE

     

    Citizens
      Communications Company

    3
      High
      Ridge Park

    Stamford,
      CT 06905

    Attention:
      

    


    The
      Bank
      of New York

    4
      New
      York Plaza

    15th
      Floor

    New
      York,
      NY 10004

    Attention: 
      Corporate Trust Department

    Telecopier
      No.: 

     

    Re:          7.875%
      Senior Notes due 2027

     

    Reference
      is hereby made to the Indenture, dated as of December 22, 2006 (the
“Indenture”),
      between Citizens Communications Company, as issuer (the “Company”),
      and
      The Bank of New York, as trustee. Capitalized terms used but not defined herein
      shall have the meanings given to them in the Indenture.

     

    __________________________
      (the “Owner”)
      owns
      and proposes to exchange the Notes or interest in such Notes specified herein,
      in the principal amount of
      $[           ] in such Notes
      or interests (the “Exchange”).
      In
      connection with the Exchange, the Owner hereby certifies that:

     

    1.    Exchange
      of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
      Note for Unrestricted Definitive Notes or Beneficial Interests in an
      Unrestricted Global Note

     

    (a)  o 
      Check
      if Exchange is from beneficial interest in a Restricted Global Note to
      beneficial interest in an Unrestricted Global Note.
      In
      connection with the Exchange of the Owner’s beneficial interest in a Restricted
      Global Note for a beneficial interest in an Unrestricted Global Note in an
      equal
      principal amount, the Owner hereby certifies (i) the beneficial interest is
      being acquired for the Owner’s own account without transfer, (ii) such Exchange
      has been effected in compliance with the transfer restrictions applicable to
      the
      Restricted Global Note and pursuant to and in accordance with the United States
      Securities Act of 1933, as amended (the “Securities
      Act”),
      (iii)
      the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
      is being acquired in compliance with any applicable blue sky securities laws
      of
      any state of the United States.

     

    (b)  o 
      Check
      if Exchange is from beneficial interest in a Restricted Global Note to
      Unrestricted Definitive Note.
      In
      connection with the Exchange of the Owner’s beneficial interest in a Restricted
      Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
      (i)
      the Unrestricted Definitive Note is being acquired for the Owner’s own account
      without transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to the Restricted Global Note and pursuant
      to
      and in accordance with the Securities Act, (iii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not required
      in
      order to maintain compliance with the Securities Act and (iv) the Unrestricted
      Definitive Note is being acquired in compliance with any applicable blue sky
      securities laws of any state of the United States.

     

    (c)  o 
      Check
      if Exchange is from Restricted Definitive Note to beneficial interest in an
      Unrestricted Global Note.
      In
      connection with the Owner’s Exchange of a Restricted Definitive Note for a
      beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
      (i) the beneficial interest is being acquired for the Owner’s own account
      without transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to Restricted Definitive Notes and pursuant
      to
      and in accordance with the Securities Act, (iii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not required
      in
      order to maintain compliance with the Securities Act and (iv) the beneficial
      interest is being acquired in compliance with any applicable blue sky securities
      laws of any state of the United States.

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    
      (d)  o 
        Check
        if Exchange is from Restricted Definitive Note to Unrestricted Definitive
        Note.
        In
        connection with the Owner’s Exchange of a Restricted Definitive Note for an
        Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
        Definitive Note is being acquired for the Owner’s own account without transfer,
        (ii) such Exchange has been effected in compliance with the transfer
        restrictions applicable to Restricted Definitive Notes and pursuant to and
        in
        accordance with the Securities Act, (iii) the restrictions on transfer contained
        in the Indenture and the Private Placement Legend are not required in order
        to
        maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
        Note is being acquired in compliance with any applicable blue sky securities
        laws of any state of the United States.

       

    

    2.    Exchange
      of Restricted Definitive Notes or Beneficial Interests in Restricted Global
      Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
      Global Notes

     

    (a)  o 
      Check
      if Exchange is from beneficial interest in a Restricted Global Note to
      Restricted Definitive Note.
      In
      connection with the Exchange of the Owner’s beneficial interest in a Restricted
      Global Note for a Restricted Definitive Note with an equal principal amount,
      the
      Owner hereby certifies that the Restricted Definitive Note is being acquired
      for
      the Owner’s own account without transfer. Upon consummation of the proposed
      Exchange in accordance with the terms of the Indenture, the Restricted
      Definitive Note issued will continue to be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the Restricted
      Definitive Note and in the Indenture and the Securities Act.

     

    (b)  o 
      Check
      if Exchange is from Restricted Definitive Note to beneficial interest in a
      Restricted Global Note.
      In
      connection with the Exchange of the Owner’s Restricted Definitive Note for a
      beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global
      Note, IAI Global Note with an equal principal amount, the Owner hereby certifies
      (i) the beneficial interest is being acquired for the Owner’s own account
      without transfer and (ii) such Exchange has been effected in compliance
      with the transfer restrictions applicable to the Restricted Definitive Note
      and
      pursuant to and in accordance with the Securities Act, and in compliance with
      any applicable blue sky securities laws of any state of the United States.
      Upon
      consummation of the proposed Exchange in accordance with the terms of the
      Indenture, the beneficial interest issued will be subject to the restrictions
      on
      transfer enumerated in the Private Placement Legend printed on the relevant
      Restricted Global Note and in the Indenture and the Securities Act.

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    
 

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

     

    
       

      
        	 	 	 
	 	 
	 	
                  [Insert
                  Name of
                  Transferor]

              
	 
 	 
 	
 
	 	By:  	 
	 	 	 Name:
	 	 	 Title:


      

        

      
        	 	Dated:	 


      

       

       

    

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        Table
          of Contents

      

    

     

    EXHIBIT
      D

     

    FORM
      OF CERTIFICATE FROM

    ACQUIRING
      INSTITUTIONAL ACCREDITED INVESTOR

     

    Citizens
      Communications Company

    3
      High
      Ridge Park

    Stamford,
      CT 06905

    Attention:
      

    


    The
      Bank
      of New York

    4
      New
      York Plaza

    15th
      Floor

    New
      York,
      NY 10004

    Attention: 
      Corporate Trust Department

    Telecopier
      No.: 

     

    Re:        7.875%
      Senior Notes due 2027

     

    Reference
      is hereby made to the Indenture, dated as of December 22, 2006 (the
“Indenture”),
      between Citizens Communications Company, as issuer (the “Company”),
      and
      The Bank of New York, as trustee. Capitalized terms used but not defined herein
      shall have the meanings given to them in the Indenture.

     

    In
      connection with our proposed purchase of $____________ aggregate principal
      amount of:

     

    (a) 
      o 
      a
      beneficial interest in a Global Note, or

     

    (b) 
      o  a
      Definitive Note,

     

                       we
      confirm
      that:

     

    1.     We
      understand that any subsequent transfer of the Notes or any interest therein
      is
      subject to certain restrictions and conditions set forth in the Indenture and
      the undersigned agrees to be bound by, and not to resell, pledge or otherwise
      transfer the Notes or any interest therein except in compliance with, such
      restrictions and conditions and the United States Securities Act of 1933, as
      amended (the “Securities
      Act”).

     

    2.     We
      understand that the offer and sale of the Notes have not been registered under
      the Securities Act, and that the Notes and any interest therein may not be
      offered or sold except as permitted in the following sentence. We agree, on
      our
      own behalf and on behalf of any accounts for which we are acting as hereinafter
      stated, that if we should sell the Notes or any interest therein, we will do
      so
      only (A) to the Company or any subsidiary thereof, (B) in accordance
      with Rule 144A under the Securities Act to a “qualified institutional buyer” (as
      defined therein), (C) to an institutional “accredited investor” (as defined
      below) that, prior to such transfer, furnishes (or has furnished on its behalf
      by a U.S. broker-dealer) to you and to the Company a signed letter substantially
      in the form of this letter and, if such transfer is in respect of a principal
      amount of Notes, at the time of transfer of less than $250,000, an Opinion
      of
      Counsel in form reasonably acceptable to the Company to the effect that such
      transfer is in compliance with the Securities Act, (D) outside the United
      States in accordance with Rule 904 of Regulation S under the Securities Act,
      (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
      (F) pursuant to an effective registration statement under the Securities
      Act, and we further agree to provide to any Person purchasing the Definitive
      Note or beneficial interest in a Global Note from us in a transaction meeting
      the requirements of clauses (A) through (E) of this paragraph a notice advising
      such purchaser that resales thereof are restricted as stated
      herein.

     

    3.     We
      understand that, on any proposed resale of the Notes or beneficial interest
      therein, we will be required to furnish to you and the Company such
      certifications, legal opinions and other information as you and the Company
      may
      reasonably require to confirm that the proposed sale complies with the foregoing
      restrictions. We further understand that the Notes purchased by us will bear
      a
      legend to the foregoing effect.

     

    4.     We
      are an
      institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
      (7) of Regulation D under the Securities Act) and have such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of our investment in the Notes, and we and any accounts for
      which we are acting are each able to bear the economic risk of our or its
      investment. We have had access to such financial and other information and
      have
      been afforded the opportunity to ask such questions of representatives of the
      Company and receive answers thereto, as we deem necessary in connection with
      our
      decision to purchase the Notes.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    5.     We
      are
      acquiring the Notes or beneficial interest therein purchased by us for our
      own
      account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
      discretion and are not acquiring the Notes with a view to any distribution
      thereof in a transaction that would violate the Securities Act or the securities
      laws of any state of the United States or any other applicable
      jurisdiction.

     

    You
      and
      the Company are entitled to rely upon this letter and are irrevocably authorized
      to produce this letter or a copy hereof to any interested party in any
      administrative or legal proceedings or official inquiry with respect to the
      matters covered hereby. This letter shall be governed by, and construed in
      accordance with, the laws of the State of New York.

     

     

    
      
         

        
          	 	 	 
	 	 
	 	
                    [Insert
                    Name of
                    Accredited Investor]

                
	 
 	 
 	
 
	 	By:  	 
	 	 	 Name:
	 	 	 Title:


        

          

        
          	 Dated:	 


        

         

         

      

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                    TABLE
                    OF
                    CONTENTS

                
	 	 	
                  Page

                


        

         

        
          
            	
                    ARTICLE
                      1.        DEFINITIONS
                      AND INCORPORATION BY REFERENCE

                  	
                    1

                     

                  
	
                    Section
                      1.01.

                  	
                    Definitions

                  	
                    1

                     

                  
	
                    Section
                      1.02.

                     

                  	
                    Other
                      Definitions

                     

                  	
                    10

                     

                  
	
                    Section
                      1.03.

                     

                  	
                    Incorporation
                      by Reference of TIA

                     

                  	
                    10

                     

                  
	
                    Section
                      1.04.

                     

                  	
                    Rules
                      of Construction

                     

                  	
                    11

                     

                  
	
                    ARTICLE
                      2.        THE
                      NOTES

                  	
                    11

                     

                  
	
                    Section
                      2.01.

                     

                  	
                    Form
                      and Dating

                     

                  	
                    11

                     

                  
	
                    Section
                      2.02.

                     

                  	
                    Execution
                      and Authentication

                     

                  	
                    13

                     

                  
	
                    Section
                      2.03.

                     

                  	
                    Registrar
                      and Paying Agent

                     

                  	
                    13

                     

                  
	
                    Section
                      2.04.

                     

                  	
                    Paying
                      Agent To Hold Money in Trust

                     

                  	
                    13

                     

                  
	
                    Section
                      2.05.

                     

                  	
                    Holder
                      Lists

                     

                  	
                    14

                     

                  
	
                    Section
                      2.06.

                     

                  	
                    Transfer
                      and Exchange

                     

                  	
                    14

                     

                  
	
                    Section
                      2.07.

                     

                  	
                    Replacement
                      Notes

                     

                  	
                    24

                     

                  
	
                    Section
                      2.08.

                     

                  	
                    Outstanding
                      Notes

                     

                  	
                    24

                     

                  
	
                    Section
                      2.09.

                     

                  	
                    Treasury
                      Notes

                     

                  	
                    24

                     

                  
	
                    Section
                      2.10.

                     

                  	
                    Temporary
                      Notes

                     

                  	
                    25

                     

                  
	
                    Section
                      2.11.

                     

                  	
                    Cancellation

                     

                  	
                    25

                     

                  
	
                    Section
                      2.12.

                     

                  	
                    Payment
                      of Interest; Defaulted Interest.

                     

                  	
                    25

                     

                  
	
                    Section
                      2.13.

                     

                  	
                    CUSIP
                      or ISIN Numbers

                     

                  	
                    25

                     

                  
	
                    Section
                      2.14.

                     

                  	
                    Special
                      Interest.

                     

                  	
                    25

                     

                  
	
                    Section
                      2.15.

                     

                  	
                    Issuance
                      of Additional Notes.

                     

                  	
                    26

                     

                  
	
                    Section
                      2.16.

                     

                  	
                    Record
                      Date

                     

                  	
                    26

                     

                  
	
                    ARTICLE
                      3.        REDEMPTION
                      AND PREPAYMENT

                  	
                    26

                     

                  
	
                    Section
                      3.01.

                     

                  	
                    Applicability
                      of Article

                     

                  	
                    26

                     

                  
	
                    Section
                      3.02.

                     

                  	
                    Notice
                      of Redemption; Partial Redemptions

                     

                  	
                    26

                     

                  
	
                    Section
                      3.03.

                     

                  	
                    Payment
                      of Notes Called for Redemption

                     

                  	
                    27

                     

                  
	
                    Section
                      3.04.

                     

                  	
                    Exclusion
                      of Certain Securities from Eligibility for Selection for
                      Redemption

                     

                  	
                    28

                     

                  
	
                    Section
                      3.05.

                     

                  	
                    Optional
                      Redemption

                     

                  	
                    28

                     

                  
	
                    Section
                      3.06.

                     

                  	
                    Mandatory
                      Redemption

                     

                  	
                    28

                     

                  
	
                    ARTICLE
                      4. 
                           COVENANTS

                  	
                    29

                     

                  
	
                    Section
                      4.01.

                     

                  	
                    Payment
                      of Principal and Interest

                     

                  	
                    29

                     

                  
	
                    Section
                      4.02.

                     

                  	
                    Offices
                      for Notices and Payments, Etc.

                     

                  	
                    29

                     

                  
	
                    Section
                      4.03.

                     

                  	
                    No
                      Interest Extension

                     

                  	
                    29

                     

                  
	
                    Section
                      4.04.

                     

                  	
                    Appointments
                      To Fill Vacancies in Trustee’s Office

                     

                  	
                    29

                     

                  


          

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              Table
                of Contents

            

          

           

           

           

          
            	 	
                     TABLE
                      OF CONTENTS

                    (continued)

                  	 
	 	 	
                    Page

                  


          

           

          
            	
                    Section
                      4.05.

                     

                  	
                    Provision
                      as to Paying Agent

                     

                  	
                    29

                     

                  
	
                    Section
                      4.06.

                     

                  	
                    Reports
                      by the Company

                     

                  	
                    30

                     

                  
	
                    Section
                      4.07.

                     

                  	
                    Reports
                      by the Trustee

                     

                  	
                    30

                     

                  
	
                    Section
                      4.08.

                     

                  	
                    Limitation
                      on Subsidiary Indebtedness

                     

                  	
                    31

                     

                  
	
                    Section
                      4.09.

                     

                  	
                    Limitations
                      on Liens

                     

                  	
                    31

                     

                  
	
                    Section
                      4.10.

                     

                  	
                    Repurchase
                      at the Option of Holders Upon a Change of Control Triggering
                      Event

                     

                  	
                    33

                     

                  
	
                    Section
                      4.11.

                     

                  	
                    Termination
                      of Certain Covenants

                     

                  	
                    34

                     

                  
	
                    ARTICLE
                      5.        SUCCESSORS

                  	
                    34

                     

                  
	
                    Section
                      5.01.

                     

                  	
                    Limitation
                      on Mergers, Consolidations and Sales of Assets

                     

                  	
                    34

                     

                  
	
                    Section
                      5.02.

                     

                  	
                    Successor
                      Corporation To Be Substituted

                     

                  	
                    34

                     

                  
	
                    Section
                      5.03.

                     

                  	
                    Opinion
                      of Counsel To Be Given Trustee

                     

                  	
                    34

                     

                  
	
                    ARTICLE
                      6.        DEFAULTS
                      AND REMEDIES

                  	
                    35

                     

                  
	
                    Section
                      6.01.

                     

                  	
                    Events
                      of Default Defined; Acceleration of Maturity; Waiver of
                      Default

                     

                  	
                    35

                     

                  
	
                    Section
                      6.02.

                     

                  	
                    Collection
                      of Indebtedness by Trustee; Trustee May Prove Debt

                     

                  	
                    36

                     

                  
	
                    Section
                      6.03.

                     

                  	
                    Application
                      of Proceeds

                     

                  	
                    38

                     

                  
	
                    Section
                      6.04.

                     

                  	
                    Suits
                      for Enforcements

                     

                  	
                    38

                     

                  
	
                    Section
                      6.05.

                     

                  	
                    Restoration
                      of Rights on Abandonment of Proceedings

                     

                  	
                    38

                     

                  
	
                    Section
                      6.06.

                     

                  	
                    Limitation
                      on Suits by Noteholders

                     

                  	
                    38

                     

                  
	
                    Section
                      6.07.

                     

                  	
                    Right
                      of Noteholders To Institute Certain Suits

                     

                  	
                    39

                     

                  
	
                    Section
                      6.08.

                     

                  	
                    Powers
                      and Remedies Cumulative; Delay or Omission Not Waiver of
                      Default

                     

                  	
                    39

                     

                  
	
                    Section
                      6.09.

                     

                  	
                    Control
                      by Holders of Notes

                     

                  	
                    39

                     

                  
	
                    Section
                      6.10.

                     

                  	
                    Waiver
                      of Past Defaults

                     

                  	
                    40

                     

                  
	
                    Section
                      6.11.

                     

                  	
                    Right
                      of Court to Require Filing of Undertaking To Pay Costs

                     

                  	
                    40

                     

                  
	
                    ARTICLE
                      7.        TRUSTEE

                  	
                    40

                     

                  
	
                    Section
                      7.01.

                     

                  	
                    Duties
                      of Trustee.

                     

                  	
                    40

                     

                  
	
                    Section
                      7.02.

                     

                  	
                    Rights
                      of Trustee

                     

                  	
                    41

                     

                  
	
                    Section
                      7.03.

                     

                  	
                    Individual
                      Rights of Trustee

                     

                  	
                    42

                     

                  
	
                    Section
                      7.04.

                     

                  	
                    Trustee’s
                      Disclaimer

                     

                  	
                    42

                     

                  
	
                    Section
                      7.05.

                     

                  	
                    Notice
                      of Defaults

                     

                  	
                    42

                     

                  
	
                    Section
                      7.06.

                     

                  	
                    Reports
                      by Trustee to Holders

                     

                  	
                    42

                     

                  
	
                    Section
                      7.07.

                     

                  	
                    Compensation
                      and Indemnity

                     

                  	
                    42

                     

                  
	
                    Section
                      7.08.

                     

                  	
                    Replacement
                      of Trustee

                     

                  	
                    43

                     

                  


          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              Table
                of Contents

            

          

           

           

          
            
              	 	
                       TABLE
                        OF CONTENTS

                      (continued)

                    	 
	 	 	
                      Page

                    


            

             

          

          
            	
                    Section
                      7.09.

                     

                  	
                    Successor
                      Trustee by Merger, Etc.

                     

                  	
                    44

                     

                  
	
                    Section
                      7.10.

                     

                  	
                    Eligibility;
                      Disqualification.

                     

                  	
                    44

                     

                  
	
                    Section
                      7.11.

                     

                  	
                    Preferential
                      Collection of Claims Against Company.

                     

                  	
                    44

                     

                  
	
                    ARTICLE
                      8.        LEGAL
                      DEFEASANCE AND COVENANT DEFEASANCE

                  	
                    45

                     

                  
	
                    Section
                      8.01.

                     

                  	
                    Option
                      To Effect Legal Defeasance or Covenant Defeasance

                     

                  	
                    45

                     

                  
	
                    Section
                      8.02.

                     

                  	
                    Legal
                      Defeasance and Discharge

                     

                  	
                    45

                     

                  
	
                    Section
                      8.03.

                     

                  	
                    Covenant
                      Defeasance

                     

                  	
                    45

                     

                  
	
                    Section
                      8.04.

                     

                  	
                    Conditions
                      to Legal or Covenant Defeasance

                     

                  	
                    45

                     

                  
	
                    Section
                      8.05.

                     

                  	
                    Deposited
                      Money and Government Securities To Be Held in Trust; Other
                      Miscellaneous
                      Provisions

                     

                  	
                    46

                     

                  
	
                    Section
                      8.06.

                     

                  	
                    Repayment
                      to Company

                     

                  	
                    47

                     

                  
	
                    Section
                      8.07.

                     

                  	
                    Reinstatement

                     

                  	
                    47

                     

                  
	
                    Section
                      8.08.

                     

                  	
                    Survival

                     

                  	
                    47

                     

                  
	
                    ARTICLE
                      9.        AMENDMENT,
                      SUPPLEMENT AND WAIVER

                  	
                    47

                     

                  
	
                    Section
                      9.01.

                     

                  	
                    Supplemental
                      Indentures Without Consent of Noteholders

                     

                  	
                    47

                     

                  
	
                    Section
                      9.02.

                     

                  	
                    Supplemental
                      Indentures With Consent of Noteholders

                     

                  	
                    48

                     

                  
	
                    Section
                      9.03.

                     

                  	
                    Effect
                      of Supplemental Indenture

                     

                  	
                    49

                     

                  
	
                    Section
                      9.04.

                     

                  	
                    Documents
                      To Be Given to Trustee

                     

                  	
                    49

                     

                  
	
                    Section
                      9.05.

                     

                  	
                    Notation
                      on Securities in Respect of Supplemental Indentures

                     

                  	
                    49

                     

                  
	
                         
Section
                      9.06.

                     

                  	Conformity with the
                    TIA 	50
	
                    ARTICLE
                      10.        SATISFACTION
                      AND DISCHARGE

                  	
                    50

                     

                  
	
                    Section
                      10.01.

                     

                  	
                    Satisfaction
                      and Discharge

                     

                  	
                    50

                     

                  
	
                    Section
                      10.02.

                     

                  	
                    Deposited
                      Cash and U.S. Government Securities To Be Held in Trust; Other
                      Miscellaneous Provisions

                     

                  	
                    50

                     

                  
	
                    Section
                      10.03.

                     

                  	
                    Repayment
                      to Company

                     

                  	
                    51

                     

                  
	
                    ARTICLE
                      11.        MISCELLANEOUS

                  	
                    51

                     

                  
	
                    Section
                      11.01.

                     

                  	
                    TIA
                      Controls

                     

                  	
                    51

                     

                  
	
                    Section
                      11.02.

                     

                  	
                    Notices

                     

                  	
                    51

                     

                  
	
                    Section
                      11.03.

                     

                  	
                    Communication
                      by Holders of Notes with Other Holders of Notes

                     

                  	
                    52

                     

                  
	
                    Section
                      11.04.

                     

                  	
                    Certificate
                      and Opinion as to Conditions Precedent

                     

                  	
                    52

                     

                  
	
                    Section
                      11.05.

                     

                  	
                    Statements
                      Required in Certificate or Opinion

                     

                  	
                    52

                     

                  
	
                    Section
                      11.06.

                     

                  	
                    Rules
                      by Trustee and Agents

                     

                  	
                    53

                     

                  
	
                    Section
                      11.07.

                     

                  	
                    No
                      Personal Liability of Directors, Officers, Employees and
                      Stockholders

                     

                  	
                    53

                     

                  
	
                    Section
                      11.08.

                     

                  	
                    Governing
                      Law

                     

                  	
                    53

                     

                  
	
                    Section
                      11.09.

                     

                  	
                    No
                      Adverse Interpretation of Other Agreements

                     

                  	
                    53

                     

                  


          

           

           

          
            
              
              

            

            
              iii

              
                

              

            

            
              Table
                of Contents

            

          

           

           

          
            
              	 	
                       TABLE
                        OF CONTENTS

                      (continued)

                    	 
	 	 	
                      Page

                    


            

             

          

          
            	
                    Section
                      11.10.

                     

                  	
                    Successors

                     

                  	
                    53

                     

                  
	
                    Section
                      11.11.

                     

                  	
                    Severability

                     

                  	
                    53

                     

                  
	
                    Section
                      11.12.

                     

                  	
                    Counterpart
                      Originals

                     

                  	
                    53

                     

                  
	
                    Section
                      11.13.

                     

                  	
                    Table
                      of Contents, Headings, etc.

                     

                  	
                    54

                     

                  
	
                    Section
                      11.14.

                     

                  	
                    Qualification
                      of this Indenture.

                     

                  	
                    54

                     

                  


          

        

        
 

        
          
            
            

          

          
            iv

            
              

            

          

          
            Table
              of Contents

          

        

         

      

      
        
 

      

    

    CROSS-REFERENCE
      TABLE

    


    


    


    


    


    
      	
              TIA
                Section

              Reference

            	 	
              Indenture
                

              Section

            
	 	 	 
	 	 	 
	
              310(a)(1)

            	
              7.10

            
	
              (a)(2)

            	
              7.10

            
	
              (a)(3)

            	
              N.A.

            
	
              (a)(4)

            	
              N.A.

            
	
              (a)(5)

            	
              7.10

            
	
              (b)

            	
              7.08,
                7.10

            
	
              (c)

            	
              N.A.

            
	
              311(a)

            	
              7.11

            
	
              (b)

            	
              7.11

            
	
              (c)

            	
              N.A.

            
	
              312(a)

            	
              2.05

            
	
              (b)

            	
              10.03

            
	
              (c)

            	
              10.03

            
	
              313(a)

            	
              7.06

            
	
              (b)(1)

            	
              N.A.

            
	
              (b)(2)

            	
              7.06,
                7.07

            
	
              (c)

            	
              7.06,
                10.02

            
	
              (d)

            	
              7.06

            
	
              314(a)

            	
              4.03,
                10.02

            
	
              (b)

            	
              N.A.

            
	
              (c)(1)

            	
              10.04

            
	
              (c)(2)

            	
              10.04

            
	
              (c)(3)

            	
              N.A.

            
	
              (d)

            	
              N.A.

            
	
              (e)

            	
              10.05

            
	
              315(a)

            	
              7.01

            
	
              (b)

            	
              7.05,
                10.02

            
	
              (c)

            	
              7.01

            
	
              (d)

            	
              7.01

            
	
              (e)

            	
              6.11

            
	
              316(a)
                (last sentence)

            	
              2.09

            
	
              (a)(1)(A)

            	
              6.09

            
	
              (a)(1)(B)

            	
              6.10

            
	
              (a)(2)

            	
              N.A.

            
	
              (b)

            	
              6.07

            
	
              317(a)(1)

            	
              6.02

            
	
              (a)(2)

            	
              6.02

            
	
              (b)

            	
              2.04

            
	
              318(a)

            	
              10.01

            


    

    


    N.A.
      means Not Applicable.

    


    Note:
      This Cross-Reference Table shall not, for any purpose, be deemed to be part
      of
      this Indenture.