PRIMUS
		GUARANTY, LTD.,

	 


	 Issuer


	 


	 and


	 


	 DEUTSCHE
		BANK TRUST COMPANY AMERICAS, 

	 


	 Trustee
		
		______________________

		

	  

	 INDENTURE


	 


	 


	 Dated as
		of December 27, 2006

	 ______________________


	  

	 Senior
		Securities

	  

	 
		

		


	 
		 
	 

	 

	 



	 Primus
		Guaranty, Ltd.

	 Certain
		Sections of this Indenture relating to

	 Sections
		3.10 through 3.18, inclusive, of the 

	 Trust
		Indenture Act of 1939:

	  

	 
			 
				Trust
				  Indenture

				Act
				  Section
 	 	 
				Indenture
				  Section
 
	
				§
				  310
 	
				(a)(1)

					 	
				6.10

				
	 	
				(a)(2)

					 	
				6.10

				
	 	
				(a)(3)

					 	
				Not
				  Applicable
 
	 	
				(a)(4)

					 	
				Not
				  Applicable
 
	 	
				(a)(5)

					 	
				6.10

				
	 	
				(b)

					 	
				6.08

				
	 	 	 	
				6.10

				
	 	
				(c)

					 	
				Not
				  Applicable
 
	
				§
				  311
 	
				(a)

					 	
				6.11

				
	 	
				(b)

					 	
				6.11

				
	 	
				(c)

					 	
				Not
				  Applicable
 
	
				§
				  312
 	
				(a)

					 	
				7.01

				
	 	 	 	
				7.02

				
	 	
				(b)

					 	
				7.02

				
	 	
				(c)

					 	
				7.02

				
	
				§
				  313
 	
				(a)

					 	
				6.06

				
	 	 	 	
				7.03

				
	 	
				(b)

					 	
				6.06

				
	 	 	 	
				7.03

				
	 	
				(c)

					 	
				6.06

				
	 	 	 	
				7.03

				
	 	
				(d)

					 	
				7.03

				
	
				§
				  314
 	
				(a)

					 	
				7.04

				
	 	
				(a)(4)

					 	
				1.01

				
	 	 	 	
				10.06

				
	 	
				(b)

					 	
				Not
				  Applicable
 
	 	
				(c)(1)

					 	
				10.2

				
	 	
				(c)(2)

					 	
				10.2

				
	 	
				(c)(3)

					 	
				Not
				  Applicable
 
	 	
				(d)

					 	
				Not
				  Applicable
 
	 	
				(e)

					 	
				10.2

				
	
				§
				  315
 	
				(a)

					 	
				6.01

				
	 	
				(b)

					 	
				6.05

				
	 	
				(c)

					 	
				6.01

				
	 	
				(d)

					 	
				6.01

				
	 	
				(e)

					 	
				5.14

				
	
				§
				  316
 	
				(a)

					 	
				10.1

				
	 	
				(a)(1)(A)

					 	
				5.02

				
	 	 	 	
				5.12

				
	 	
				(a)(1)(B)

					 	
				5.13

				
	 	
				(a)(2)

					 	
				Not
				  Applicable
 
	 	
				(b)

					 	
				5.08

				
	 	
				(c)

					 	
				10.4

				
	
				§
				  317
 	
				(a)(1)

					 	
				5.03

				
	 	
				(a)(2)

					 	
				5.04

				
	 	
				(b)

					 	
				10.03

				
	
				§
				  318
 	
				(a)

					 	
				1.07

				

 

	 

		
		  

		  
 

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


	 
		 
	 

	 

	 



	 TABLE
		OF CONTENTS

	  

	 
		
		  	 	 	 	
				   Page

				  
	 ARTICLE I	
				  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
					 APPLICATION
 	
				  1

				  
	 	
				  Section
					 1.01
 	
				  Definitions

				  	
				  1

				  
	 	
				  Section
					 1.02
 	
				  Compliance
					 Certificates and Opinions
 	
				  8

				  
	 	
				  Section
					 1.03
 	
				  Form of
					 Documents Delivered to Trustee
 	
				  9

				  
	 	
				  Section
					 1.04
 	
				  Acts of
					 Holders; Record Dates
 	
				  10

				  
	 	
				  Section
					 1.05
 	
				  Notices,
					 Etc., to Trustee and Company
 	
				  11

				  
	 	
				  Section
					 1.06
 	
				  Notice
					 to Holders; Waiver
 	
				  12

				  
	 	
				  Section
					 1.07
 	
				  Conflict
					 with Trust Indenture Act
 	
				  12

				  
	 	
				  Section
					 1.08
 	
				  Effect
					 of Headings and Table of Contents
 	
				  13

				  
	 	
				  Section
					 1.09
 	
				  Successors
					 and Assigns
 	
				  13

				  
	 	
				  Section
					 1.10
 	
				  Separability
					 Clause
 	
				  13

				  
	 	
				  Section
					 1.11
 	
				  Benefits
					 of Indenture
 	
				  13

				  
	 	
				  Section
					 1.12
 	
				  Governing
					 Law
 	
				  13

				  
	 	
				  Section
					 1.13
 	
				  Legal
					 Holidays
 	
				  13

				  
	 	
				  Section
					 1.14
 	
				  Consent
					 to Service; Jurisdiction.
 	
				  14

				  
	 ARTICLE
				  II	
				  SECURITY
					 FORMS
 	
				  14

				  
	 	
				  Section
					 2.01
 	
				  Forms
					 Generally
 	
				  14

				  
	 	
				  Section
					 2.02
 	
				  Form of
					 Face of Security
 	
				  15

				  
	 	
				  Section
					 2.03
 	
				  Form of
					 Reverse of Security
 	
				  17

				  
	 	
				  Section
					 2.04
 	
				  Form of
					 Legend for Global Securities
 	
				  22

				  
	 	
				  Section
					 2.05
 	
				  Form of
					 Trustee’s Certificate of Authentication
 	
				  23

				  
	 ARTICLE
				  III	
				  THE
					 SECURITIES
 	
				  23

				  
	 	
				  Section
					 3.01
 	
				  Amount
					 Unlimited; Issuable in Series
 	
				  23

				  
	 	
				  Section
					 3.02
 	
				  Denominations

				  	
				  26

				  
	 	
				  Section
					 3.03
 	
				  Execution,
					 Authentication, Delivery and Dating
 	
				  26

				  
	 	
				  Section
					 3.04
 	
				  Temporary
					 Securities
 	
				  27

				  
	 	
				  Section
					 3.05
 	
				  Registration,
					 Registration of Transfer and Exchange
 	
				  28

				  
	 	
				  Section
					 3.06
 	
				  Mutilated,
					 Destroyed, Lost and Stolen Securities
 	
				  29

				  
	 	
				  Section
					 3.07
 	
				  Payment
					 of Interest; Interest Rights Preserved
 	
				  30

				  

 


		
		  i
		

		

		



		 

		TABLE
		  OF CONTENTS

		(continued)


		 

		
		  	 	 	 	
				   Page

				  
	 	
				  Section
					 3.08
 	
				  Persons
					 Deemed Owners
 	
				  31

				  
	 	
				  Section
					 3.09
 	
				  Cancellation

				  	
				  32

				  
	 	
				  Section
					 3.10
 	
				  Computation
					 of Interest
 	
				  32

				  
	 	
				  Section
					 3.11
 	
				  CUSIP
					 Numbers
 	
				  32

				  
	 ARTICLE
				  IV	
				  SATISFACTION
					 AND DISCHARGE
 	
				  32

				  
	 	
				  Section
					 4.01
 	
				  Satisfaction
					 and Discharge of Indenture
 	
				  32

				  
	 	
				  Section
					 4.02
 	
				  Application
					 of Trust Money
 	
				  33

				  
	 ARTICLE
				  V	
				  REMEDIES

				  	
				  34

				  
	 	
				  Section
					 5.01
 	
				  Events
					 of Default
 	
				  34

				  
	 	
				  Section
					 5.02
 	
				  Acceleration
					 of Maturity; Rescission and Annulment
 	
				  36

				  
	 	
				  Section
					 5.03
 	
				  Collection
					 of Indebtedness and Suits for Enforcement by Trustee
 	
				  37

				  
	 	
				  Section
					 5.04
 	
				  Trustee
					 May File Proofs of Claim
 	
				  37

				  
	 	
				  Section
					 5.05
 	
				  Trustee
					 May Enforce Claims Without Possession of Securities
 	
				  38

				  
	 	
				  Section
					 5.06
 	
				  Application
					 of Money Collected
 	
				  38

				  
	 	
				  Section
					 5.07
 	
				  Limitation
					 on Suits
 	
				  38

				  
	 	
				  Section
					 5.08
 	
				  Unconditional
					 Right of Holders to Receive Principal, Premium and Interest and to
					 Convert
 	
				  39

				  
	 	
				  Section
					 5.09
 	
				  Restoration
					 of Rights and Remedies
 	
				  39

				  
	 	
				  Section
					 5.10
 	
				  Rights
					 and Remedies Cumulative
 	
				  39

				  
	 	
				  Section
					 5.11
 	
				  Delay or
					 Omission Not Waiver
 	
				  40

				  
	 	
				  Section
					 5.12
 	
				  Control
					 by Holders
 	
				  40

				  
	 	
				  Section
					 5.13
 	
				  Waiver
					 of Past Defaults
 	
				  40

				  
	 	
				  Section
					 5.14
 	
				  Undertaking
					 for Costs
 	
				  41

				  
	 	
				  Section
					 5.15
 	
				  Waiver
					 of Usury, Stay or Extension Laws
 	
				  41

				  
	 ARTICLE
				  VI	
				  THE
					 TRUSTEE
 	
				  41

				  
	 	
				  Section
					 6.01
 	
				  Duties
					 of Trustee
 	
				  41

				  
	 	
				  Section
					 6.02
 	
				  Rights
					 of Trustee
 	
				  42

				  
	 	
				  Section
					 6.03
 	
				  Individual
					 Rights of Trustee
 	
				  43

				  
	 	
				  Section
					 6.04
 	
				  Trustee’s
					 Disclaimer
 	
				  43

				  
	 	
				  Section
					 6.05
 	
				  Notice
					 of Default
 	
				  44

				  

 


		
		  ii
		

		

		



		
		   

		  TABLE
			 OF CONTENTS

		  (continued)
 


		
		  	 	 	 	
				   Page

				  
	 	
				  Section
					 6.06
 	
				  Reports
					 by Trustee to Holders
 	
				  44

				  
	 	
				  Section
					 6.07
 	
				  Compensation
					 and Indemnity
 	
				  44

				  
	 	
				  Section
					 6.08
 	
				  Replacement
					 of Trustee
 	
				  45

				  
	 	
				  Section
					 6.09
 	
				  Successor
					 Trustee by Merger, Etc
 	
				  46

				  
	 	
				  Section
					 6.10
 	
				  Eligibility;
					 Disqualification
 	
				  46

				  
	 	
				  Section
					 6.11
 	
				  Preferential
					 Collection of Claims against Company
 	
				  46

				  
	 ARTICLE
				  VII	
				  HOLDERS’
					 LISTS AND REPORTS BY TRUSTEE AND COMPANY
 	
				  46

				  
	 	
				  Section
					 7.01
 	
				  Company
					 to Furnish Trustee Names and Addresses of Holders
 	
				  46

				  
	 	
				  Section
					 7.02
 	
				  Preservation
					 of Information; Communications to Holders
 	
				  47

				  
	 	
				  Section
					 7.03
 	
				  Reports
					 by Trustee
 	
				  47

				  
	 	
				  Section
					 7.04
 	
				  Reports
					 by Company
 	
				  47

				  
	 ARTICLE
				  VIII	
				  
					 CONSOLIDATION,
						MERGER, CONVEYANCE, TRANSFER OR LEASE
 
 	
				  48

				  
	 	
				  Section
					 8.01
 	
				  When
					 Company May Merge, Etc
 	
				  48

				  
	 	
				  Section
					 8.02
 	
				  Successor
					 Corporation Substituted
 	
				  48

				  
	 ARTICLE
				  IX	
				  
					 SUPPLEMENTAL
						INDENTURES
 
 	
				  49

				  
	 	
				  Section
					 9.01
 	
				  Supplemental
					 Indentures Without Consent of Holders
 	
				  49

				  
	 	
				  Section
					 9.02
 	
				  Supplemental
					 Indentures with Consent of Holders
 	
				  50

				  
	 	
				  Section
					 9.03
 	
				  Execution
					 of Supplemental Indentures
 	
				  51

				  
	 	
				  Section
					 9.04
 	
				  Effect
					 of Supplemental Indentures
 	
				  51

				  
	 	
				  Section
					 9.05
 	
				  Conformity
					 with Trust Indenture Act
 	
				  52

				  
	 	
				  Section
					 9.06
 	
				  Reference
					 in Securities to Supplemental Indentures
 	
				  52

				  
	 ARTICLE
				  X	
				  
					 COVENANTS

					 
 	
				  52

				  
	 	
				  Section
					 10.01
 	
				  Payment
					 of Securities
 	
				  52

				  
	 	
				  Section
					 10.02
 	
				  Maintenance
					 of Office or Agency
 	
				  52

				  
	 	
				  Section
					 10.03
 	
				  Money
					 for Securities Payments to Be Held in Trust
 	
				  53

				  
	 	
				  Section
					 10.04
 	
				  Corporate
					 Existence
 	
				  54

				  
	 	
				  Section
					 10.05
 	
				  Payment
					 of Taxes and Other Claims
 	
				  54

				  
	 	
				  Section
					 10.06
 	
				  Compliance
					 Certificate; Notice of Default
 	
				  54

				  
	 	
				  Section
					 10.07
 	
				  Waiver
					 of Stay, Extension or Usury Laws
 	
				  55

				  

 


		
		  iii
		

		

		



		
		   

		  TABLE
			 OF CONTENTS

		  (continued)
 


		
		  	 	 	 	
				   Page

				  
	 	
				  Section 10.08
 	
				  Limitation
					 on Liens
 	
				  55

				  
	 	
				  Section
					 10.09
 	
				  Limitation
					 on Transactions with Affiliates
 	
				  55

				  
	 ARTICLE
				  XI	
				  
					 REDEMPTION
						OF SECURITIES
 
 	
				  56

				  
	 	
				  Section
					 11.01
 	
				  Applicability
					 of Article
 	
				  56

				  
	 	
				  Section
					 11.02
 	
				  Election
					 to Redeem; Notice to Trustee
 	
				  56

				  
	 	
				  Section
					 11.03
 	
				  Selection
					 by Trustee of Securities to Be Redeemed
 	
				  56

				  
	 	
				  Section
					 11.04
 	
				  Notice
					 of Redemption
 	
				  57

				  
	 	
				  Section
					 11.05
 	
				  Deposit
					 of Redemption Price
 	
				  58

				  
	 	
				  Section
					 11.06
 	
				  Securities
					 Payable on Redemption Date
 	
				  58

				  
	 	
				  Section
					 11.07
 	
				  Securities
					 Redeemed in Part
 	
				  58

				  
	 ARTICLE
				  XII	
				  
					 SINKING
						FUNDS
 
 	
				  59

				  
	 	
				  Section
					 12.01
 	
				  Applicability
					 of Article
 	
				  59

				  
	 	
				  Section
					 12.02
 	
				  Satisfaction
					 of Sinking Fund Payments with Securities
 	
				  59

				  
	 	
				  Section
					 12.03
 	
				  Redemption
					 of Securities for Sinking Fund
 	
				  60

				  
	 ARTICLE
				  XIII	
				  
					 DEFEASANCE
						AND COVENANT DEFEASANCE
 
 	
				  60

				  
	 	
				  Section
					 13.01
 	
				  Company’s
					 Option to Effect Defeasance or Covenant Defeasance
 	
				  60

				  
	 	
				  Section
					 13.02
 	
				  Defeasance
					 and Discharge
 	
				  61

				  
	 	
				  Section
					 13.03
 	
				  Covenant
					 Defeasance
 	
				  61

				  
	 	
				  Section
					 13.04
 	
				  Conditions
					 to Defeasance or Covenant Defeasance
 	
				  61

				  
	 	
				  Section
					 13.05
 	
				  Deposited
					 Money and U.S. Government Obligations to be Held in Trust;
					 Other Miscellaneous Provisions
 	
				  
63

				  
	 	
				  Section
					 13.06
 	
				  Reinstatement

				  	
				  64

				  
	 ARTICLE
				  XIV	
				  CONVERSION
					 OF SECURITIES
 	
				  64

				  
	 	
				  Section
					 14.01
 	
				  Applicability;
					 Conversion Privilege and Conversion Price
 	
				  64

				  
	 	
				  Section
					 14.02
 	
				  Exercise
					 of Conversion Privilege
 	
				  65

				  
	 	
				  Section
					 14.03
 	
				  Fractions
					 of Shares
 	
				  66

				  
	 	
				  Section
					 14.04
 	
				  Adjustment
					 of Conversion Price
 	
				  66

				  
	 	
				  Section
					 14.05
 	
				  Notice
					 of Adjustments of Conversion Price
 	
				  68

				  
	 	
				  Section
					 14.06
 	
				  Notice
					 of Certain Corporate Action
 	
				  69

				  
	 	
				  Section
					 14.07
 	
				  Company
					 to Reserve Common Shares
 	
				  70

				  

 


		
		  iv
		

		

		



		
		   

		  TABLE
			 OF CONTENTS

		  (continued)
 


		
		  	 	 	 	
				   Page

				  
	 	
				  Section
					 14.08
 	
				  Taxes on
					 Conversions
 	
				  70

				  
	 	
				  Section
					 14.09
 	
				  Covenant
					 as to Common Shares
 	
				  70

				  
	 	
				  Section
					 14.10
 	
				  Cancellation
					 of Converted Securities
 	
				  70

				  
	 	
				  Section 14.11
 	
				  Provisions
					 in Case of Consolidation, Merger or Sale of Assets
 	
				  70

				  
	 	
				  Section
					 14.12
 	
				  Responsibility
					 of Trustee
 	
				  71

				  

 
 


	 
		v
	 

	 

	 



	  

	 INDENTURE,
		dated as of December 27, 2006, between Primus Guaranty, Ltd., a company duly
		organized and existing under the laws of Bermuda (herein called the
		“Company”),
		having its principal office at Clarendon House, 2 Church Street,
		Hamilton HM11, Bermuda, and Deutsche Bank Trust Company Americas, a New
		York banking corporation, as Trustee (herein called the “Trustee”).


	  

	 RECITALS
		OF THE COMPANY

	  

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

	  

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

	  

	 NOW,
		THEREFORE, THIS INDENTURE WITNESSETH:

	  

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


	  

	 ARTICLE
		I  

	  

	 DEFINITIONS
		AND OTHER PROVISIONS

	 OF
		GENERAL APPLICATION

	  

	 
		Section
		  1.01 Definitions.

		

	  

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

	  

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

	  

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

	  

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

	  

	 
		(4)
		  the
		  words “Article” and “Section” refer to an Article and
		  Section, respectively, of this Indenture; 
 


	 
		1
	 

	 

	 



	  

	 
		(5)
		  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; and
 

	  

	 
		(6)
		  certain
		  terms used principally in Articles VI, X, XIII and XIV, are defined in those
		  Articles.
 

	  

	 “Act”,
		when used with respect to any Holder, has the meaning specified in Section
		1.04.

	  

	 “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.

	  

	 “Bankruptcy
		Law” means Title 11, U.S. Code or any similar Federal, state or foreign
		law for the relief of debtors.

	  

	 “Board
		of Directors” means either the board of directors of the Company or any
		duly authorized committee of that board.

	  

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

	  

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

	  

	 “Capital
		Lease Obligation” means, at any time any determination thereof is made,
		the amount of the liability in respect of a capital lease that would at such
		time be so required to be capitalized on the balance sheet in accordance with
		generally accepted accounting principles.

	  

	 “Capital
		Stock”, as applied to the share capital of any corporation, means the
		share capital of every class whether now or hereafter authorized, regardless of
		whether such share capital shall be limited to a fixed sum or percentage with
		respect to the rights of the holders thereof to participate in dividends and in
		the distribution of assets upon the voluntary or involuntary liquidation,
		dissolution or winding up of such corporation.

	  

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


	 
		2
	 

	 

	 



	  

	 “Common
		Shares” includes any shares of any class of the Company which have no
		preference in respect of dividends or of amounts payable in the event of any
		voluntary or involuntary liquidation, dissolution or winding-up of the Company
		and which are not subject to redemption by the Company. However, subject to the
		provisions of Section 3.01(16) and (17) and Section 14.11, shares issuable on
		conversion of Securities shall include only shares of the class designated as
		Common Shares of the Company at the date of this instrument or shares of any
		class or classes resulting from any reclassification or reclassifications
		thereof and which have no preference in respect of dividends or of amounts
		payable in the event of any voluntary or involuntary liquidation, dissolution
		or winding-up of the Company and which are not subject to redemption by the
		Company; provided that if at any time there shall be more than one such
		resulting class, the shares of each such class then so issuable shall be
		substantially in the proportion which the total number of shares of such class
		resulting from all such reclassifications bears to the total number of shares
		of all such classes resulting from all such reclassifications.

	  

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

	  

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

	  

	 “Consolidated
		Net Worth” means, with respect to any Person as of any date, the sum of
		(i) the consolidated equity of the common shareholders of such Person and its
		Subsidiaries as of such date plus (ii) the respective amounts reported on such
		Person’s balance sheet as of such date with respect to any series of
		preferred shares (other than Disqualified Stock) that by its terms is not
		entitled to the payment of dividends unless such dividends may be declared and
		paid only out of net earnings in respect of the year of such declaration and
		payment, but only to the extent of any cash received by such Person upon
		issuance of such preferred shares.

	  

	 “Corporate
		Trust Office” means the principal office of the Trustee in New York, New
		York at which at any particular time its corporate trust business shall be
		administered, which office as of the date hereof is located at 60 Wall
		Street, 27th Floor,
		New York, New York 10005.

	  

	 “Corporation”
		means a corporation, association, company, joint-stock company or business
		trust.

	  

	 “Covenant
		Defeasance” has the meaning specified in Section 13.03.

	  

	 “Defaulted
		Interest” has the meaning specified in Section 3.07.

	  

	 “Defeasance”
		has the meaning specified in Section 13.02.

	  

	 “Defeasible
		Series” has the meaning specified in Section 13.01.


	 
		3
	 

	 

	 



	  

	 “Depositary”
		means, with respect to Securities of any series issuable in whole or in part in
		the form of one or more Global Securities, a clearing agency registered under
		the Exchange Act that is designated to act as Depositary for such Securities as
		contemplated by Section 3.01.

	  

	 “Disqualified
		Stock” means any Capital Stock which by its terms (or by the terms of any
		security into which it is convertible of for which it is exchangeable), or upon
		the happening of any event, matures or is mandatorily redeemable, pursuant to a
		sinking fund obligation or otherwise, or redeemable at the option of the Holder
		thereof, in whole or in part, on or prior to the final date of maturity of the
		Securities. 

	  

	 “Event
		of Default” has the meaning specified in Section 5.01.

	  

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

	  

	 “GAAP”
		means generally accepted accounting principles set forth in the opinions and
		pronouncements of the Accounting Principles Board of the American Standards
		Board or in such other statements by such other entity as have been approved by
		a significant segment of the accounting profession. 

	  

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

	  

	 “Guaranty”
		means a guarantee (other than by endorsement of negotiable instruments for
		collection in the ordinary course of business), direct or indirect, in any
		manner (including, without limitation, letters of credit and reimbursement
		agreements in respect thereof), or all or any part of any Indebtedness.
		

	  

	 “Hedging
		Obligations” means, with respect to any Person, the Obligations of such
		Person under interest rate swap agreements, interest rate cap agreements, and
		interest rate collar agreements, and other agreements or arrangements designed
		to protect such Person against fluctuations in interest rates.

	  

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

	  

	 “Indebtedness”
		means, with respect to any Person, any indebtedness of such Person, whether or
		not contingent, in respect of borrowed money or evidenced by bonds, notes,
		debentures of similar instruments or letters of credit (or reimbursement
		agreements in respect thereof) or representing Capital Lease Obligations or the
		balance deferred and unpaid of the purchase price of any property or
		representing any Hedging Obligations, except any such balance that constitutes
		an accrued expense or trade payable, if and to the extent any of the foregoing
		indebtedness (other than letters of credit and Hedging Obligations) would
		appear as a liability upon a balance sheet of such Person prepared in
		accordance with GAAP, and also includes, to the extent not otherwise included,
		the Guaranty of any indebtedness of such Person or any other
		Person.


	 
		4
	 

	 

	 



	  

	 “Indenture”
		means this instrument as originally executed or as it may from time to time be
		supplemented or amended by one or more indentures supplemental hereto entered
		into pursuant to the applicable provisions hereof, including, for all purposes
		of this instrument, and any such supplemental indenture, the provisions of the
		Trust Indenture Act that are deemed to be a part of and govern this instrument
		and any such supplemental indenture, respectively. The term
		“Indenture” shall also include the terms of particular series of
		Securities established as contemplated by Section 3.01.

	  

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

	  

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

	  

	 “Lien”
		means any mortgage, lien, pledge, charge, security interest, or other
		encumbrance of any kind, whether or not filed, recorded or otherwise perfected
		under applicable law.

	  

	 “Material
		Subsidiary” means any Subsidiary of the Company or any of its Subsidiaries
		if the Company’s or any of its Subsidiaries’ investments in such
		Subsidiary at the date of determination thereof represent 5% or more of the
		Company’s Consolidated Net Worth as of such date.

	  

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

	  

	 “Notice
		of Default” means a written notice of the kind specified in Section
		5.01(4).

	  

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

	  

	 “Officers’
		Certificate” means a certificate signed by the Chairman of the Board, a
		Vice Chairman of the Board, the President or a Vice President, and by the
		Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
		the Company, and delivered to the Trustee. One of the officers signing an
		Officers’ Certificate given pursuant to Section 10.06 shall be the
		principal executive, financial or accounting officer of the
		Company.

	  

	 “Opinion
		of Counsel” means a written opinion of counsel, who may be counsel for the
		Company.

	  

	 “Original
		Issue Discount Security” means any Security which provides for an amount
		less than the principal amount thereof to be due and payable upon a declaration
		of acceleration of the Maturity thereof pursuant to Section 5.02.


	 
		5
	 

	 

	 



	  

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


	  

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

	  

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

	  

	 (3)
		Securities as to which Defeasance has been effected pursuant to Section 13.02;
		and

	  

	 (4)
		Securities which have been paid pursuant to Section 3.06 or in exchange for or
		in lieu of which other Securities have been authenticated and delivered
		pursuant to this Indenture, other than any such Securities in respect of which
		there shall have been presented to the Trustee proof satisfactory to it that
		such Securities are held by a bona fide purchaser in whose hands such
		Securities are valid obligations of the Company;

	  

	 provided,
		however, that
		in determining whether the Holders of the requisite principal amount of the
		Outstanding Securities have given any request, demand, authorization,
		direction, notice, consent or waiver hereunder, (A) the principal amount of an
		Original Issue Discount Security that shall be deemed to be Outstanding shall
		be the amount of the principal thereof that would be due and payable as of the
		date of such determination upon acceleration of the Maturity thereof to such
		date pursuant to Section 5.02, (B) the principal amount of a Security
		denominated in one or more foreign currencies or currency units shall be the
		U.S. dollar equivalent, determined in the manner provided as contemplated by
		Section 3.01 on the date of original issuance of such Security, of the
		principal amount (or, in the case of an Original Issue Discount Security, the
		U.S. dollar equivalent on the date of original issuance of such Security of the
		amount determined as provided in Clause (A) above) of such Security, and (C)
		Securities owned by the Company or any other obligor upon the Securities or any
		Affiliate of the Company or of such other obligor shall be disregarded and
		deemed not to be Outstanding, except that, in determining whether the Trustee
		shall be protected in relying upon any such request, demand, authorization,
		direction, notice, consent or waiver, only Securities which a Responsible
		Officer of the Trustee actually knows to be so owned shall be so disregarded.
		Securities so owned which have been pledged in good faith may be regarded as
		Outstanding if the pledgee establishes to the satisfaction of the Trustee the
		pledgee’s right so to act with respect to such Securities and that the
		pledgee is not the Company or any other obligor upon the Securities or any
		Affiliate of the Company or of such other obligor.

	  

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


	 
		6
	 

	 

	 



	  

	 “Permitted
		Liens” means (a) Liens in favor of the Company; (b) Liens on any shares of
		Voting Stock of any corporation existing at the time such corporation becomes a
		Material Subsidiary of the Company (and any extensions, renewals or
		replacements thereof); (c) Liens to secure the performance of statutory
		obligations, surety or appeal bonds, performance bonds or other Obligations of
		a like nature incurred in the ordinary course of business; (d) mechanics’,
		materialmen’s, workmen’s, repairmen’s, warehousemen’s and
		carrier’s liens arising in the ordinary course of business; (e) easements,
		rights of way and other similar restrictions that do not materially adversely
		affect the use and enjoyment of the property subject thereto or affected
		thereby and (f) Liens for taxes, assessments or governmental charges or claims
		that are not yet delinquent or that are being contested in good faith by
		appropriate proceedings promptly instituted and diligently concluded;
		provided, that
		any reserve or appropriate provision as shall be required in conformity with
		generally accepted accounting principles shall have been made
		therefor.

	  

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

	  

	 “Place
		of Payment”, when used with respect to the Securities of any series, means
		the place or places where the principal of and any premium and interest on the
		Securities of that series are payable as specified as contemplated by Section
		3.01.

	  

	 “Predecessor
		Security” of any particular Security means every previous Security
		evidencing all or a portion of the same debt as that evidenced by such
		particular Security; and, for the purposes of this definition, any Security
		authenticated and delivered under Section 3.06 in exchange for or in lieu of a
		mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
		same debt as the mutilated, destroyed, lost or stolen Security.

	  

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

	  

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

	  

	 “Regular
		Record Date” for the interest payable on any Interest Payment Date on the
		Securities of any series means the date specified for that purpose as
		contemplated by Section 3.01.

	  

	 “Responsible
		Officer”, when used with respect to the Trustee, means any managing
		director, director, associate, vice president, any assistant treasurer, any
		trust officer or assistant trust officer or any other officer of the Trustee
		customarily performing functions similar to those performed by any of the above
		designated officers and also means, with respect to a particular corporate
		trust matter, any other officer to whom such matter is referred because of his
		knowledge of and familiarity with the particular subject and who shall have
		direct responsibility for the administration of this Indenture.

	  

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


	 
		7
	 

	 

	 



	  

	 “Securities
		Act” means the Securities Act of 1933, as amended, and the rules and
		regulations of the Securities and Exchange Commission promulgated
		thereunder.

	  

	 “Security
		Register” and “Security Registrar” have the respective meanings
		specified in Section 3.05.

	  

	 “Special
		Record Date” for the payment of any Defaulted Interest means a date fixed
		by the Trustee pursuant to Section 3.07.

	  

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

	  

	 “Subsidiary”
		means a corporation more than 50% of the outstanding Voting Stock of which is
		owned, directly or indirectly, by the Company or by one or more other
		Subsidiaries, or by the Company and one or more other Subsidiaries.
		

	  

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

	  

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

	  

	 “U.S.
		Government Obligations” has the meaning specified in Section
		13.04.

	  

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

	  

	 “Voting
		Stock” means any class or classes of Capital Stock pursuant to which the
		holders thereof have the general voting power under ordinary circumstances to
		elect at least a majority of the board of directors, managers or trustees of
		any Person (irrespective of whether or not at the time shares of any other
		class or classes shall have or might have voting power by reason of the
		happening of any contingency).

	  

	 
		Section
		  1.02 Compliance
		  Certificates and Opinions.

		

	  

	 Upon any
		application or request by the Company to the Trustee to take any action under
		any provision of this Indenture, the Company shall furnish to the Trustee such
		certificates and opinions as may be required under the Trust Indenture Act.
		Each such certificate or opinion shall be given in the form of an
		Officers’ Certificate, if to be given by an officer of the Company,
		


	 
		8
	 

	 

	 



	  

	 or an
		Opinion of Counsel, if to be given by counsel, and shall comply with the
		requirements of the Trust Indenture Act and any other requirements set forth in
		this Indenture.

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 
		Section
		  1.03 Form
		  of Documents Delivered to Trustee.

		

	  

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

	  

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

	  

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


	 
		9
	 

	 

	 



	  

	 
		Section
		  1.04 Acts
		  of Holders; Record Dates.

		

	  

	 Any
		request, demand, authorization, direction, notice, consent, waiver or other
		action provided or permitted by this Indenture to be given or taken by Holders
		may be embodied in and evidenced by one or more instruments of substantially
		similar tenor signed by such Holders in person or by agent duly appointed in
		writing; and, except as herein otherwise expressly provided, such action shall
		become effective when such instrument or instruments are delivered to the
		Trustee and, where it is hereby expressly required, to the Company. Such
		instrument or instruments (and the action embodied therein and evidenced
		thereby) are herein sometimes referred to as the “Act”
		of the Holders signing such instrument or instruments. Proof of execution of
		any such instrument or of a writing appointing any such agent shall be
		sufficient for any purpose of this Indenture and (subject to Section 6.01)
		conclusive in favor of the Trustee and the Company, if made in the manner
		provided in this Section.

	  

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

	  

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

	  

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

	  

	 The
		Company may, in the circumstances permitted by the Trust Indenture Act, set any
		day as the record date for the purpose of determining the Holders of
		Outstanding Securities of any series entitled to give or take any request,
		demand, authorization, direction, notice, consent, waiver or other action
		provided or permitted by this Indenture to be given or taken by Holders of
		Securities of such series. With regard to any record date set pursuant to this
		paragraph, the Holders of Outstanding Securities of the relevant series on such
		record date (or their duly appointed agents), and only such Persons, shall be
		entitled to give or take the relevant action, whether or not such Holders
		remain Holders after such record date. With regard to any action that may be
		given or taken hereunder only by Holders of a requisite principal amount of
		Outstanding Securities of any series (or their duly appointed agents) and for
		which a record date is set pursuant to this paragraph, the Company may, at its
		option, set an expiration date after which no such action purported to be given
		or taken by any Holder shall be effective hereunder unless given or taken on or
		prior to such expiration date by Holders of the requisite principal amount of
		Outstanding Securities of such series on such record date (or their duly
		appointed agents). On or prior to any expiration date set pursuant to this
		paragraph, the Company may, on one or more occasions at its option, extend such
		date to any later date. Nothing in this paragraph 


	 
		10
	 

	 

	 



	  

	 shall
		prevent any Holder (or any duly appointed agent thereof) from giving or taking,
		after any such expiration date, any action identical to, or, at any time,
		contrary to or different from, the action or purported action to which such
		expiration date relates, in which event the Company may set a record date in
		respect thereof pursuant to this paragraph. Nothing in this paragraph shall be
		construed to render ineffective any action taken at any time by the Holders (or
		their duly appointed agents) of the requisite principal amount of Outstanding
		Securities of the relevant series on the date such action is so taken.
		Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not
		set a record date for, and the provisions of this paragraph shall not apply
		with respect to, any notice, declaration or direction referred to in the next
		paragraph.

	  

	 The
		Trustee may set any day as a record date for the purpose of determining the
		Holders of Outstanding Securities of any series entitled to join in the giving
		or making of (i) any Notice of Default, (ii) any declaration of acceleration
		referred to in Section 5.02, if an Event of Default with respect to Securities
		of such series has occurred and is continuing and the Trustee shall not have
		given such a declaration to the Company, (iii) any request to institute
		proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
		Section 5.12, in each case with respect to Securities of such series. Promptly
		after any record date is set pursuant to this paragraph, the Trustee shall
		notify the Company and the Holders of Outstanding Series of such series of any
		such record date so fixed and the proposed action. The Holders of Outstanding
		Securities of such series on such record date (or their duly appointed agents),
		and only such Persons, shall be entitled to join in such notice, declaration or
		direction, whether or not such Holders remain Holders after such record date;
		provided that,
		unless such notice, declaration or direction shall have become effective by
		virtue of Holders of the requisite principal amount of Outstanding Securities
		of such series on such record date (or their duly appointed agents) having
		joined therein on or prior to the 90th day after such record date, such notice,
		declaration or direction shall automatically and without any action by any
		Person be cancelled and of no further effect. Nothing in this paragraph shall
		be construed to prevent a Holder (or a duly appointed agent thereof) from
		giving, before or after the expiration of such 90-day period, a notice,
		declaration or direction contrary to or different from, or, after the
		expiration of such period, identical to, the notice, declaration or direction
		to which such record date relates, in which event a new record date in respect
		thereof shall be set pursuant to this paragraph. Nothing in this paragraph
		shall be construed to render ineffective any notice, declaration or direction
		of the type referred to in this paragraph given at any time to the Trustee and
		the Company by Holders (or their duly appointed agents) of the requisite
		principal amount of Outstanding Securities of the relevant series on the date
		such notice, declaration or direction is so given.

	  

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

	  

	 
		Section
		  1.05 Notices,
		  Etc., to Trustee and Company.

		

	  

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


	 
		11
	 

	 

	 



	  

	 
		(1) the
		  Trustee by any Holder or by the Company shall be sufficient for every purpose
		  hereunder if made, given, furnished or filed in writing (which may be via
		  facsimile) to or with the Trustee at its Corporate Trust Office, Attention:
		  Corporate Trust Department, or
 

	  

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

	  

	 
		Section
		  1.06 Notice
		  to Holders; Waiver.

		

	  

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

	  

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

	  

	 
		Section
		  1.07 Conflict
		  with Trust Indenture Act.

		

	  

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

	  

	 The
		following Trust Indenture Act terms used in this Indenture have the following
		meanings:

	  

	 “commission”
		means the United States Securities and Exchange Commission;

	  

	 “indenture
		securities” means the Securities;


	 
		12
	 

	 

	 



	  

	 “indenture
		security holder” means a Holder;

	  

	 “indenture
		to be qualified” means this Indenture;

	  

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

	  

	 “obligor
		on the indenture securities” means the Company and any other obligor on
		the Securities.

	  

	 All
		other Trust Indenture Act terms used in this Indenture that are defined by the
		Trust Indenture Act, defined by the Trust Indenture Act referenced to another
		statute or defined by any Commission Rule and not otherwise defined herein have
		the meanings defined to them thereby.

	  

	 
		Section
		  1.08 Effect
		  of Headings and Table of Contents.

		

	  

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

	  

	 
		Section
		  1.09 Successors
		  and Assigns.

		

	  

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

	  

	 
		Section
		  1.10 Separability
		  Clause.

		

	  

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

	  

	 
		Section
		  1.11 Benefits
		  of Indenture.

		

	  

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

	  

	 
		Section
		  1.12 Governing
		  Law.

		

	  

	 This
		Indenture and the Securities shall be governed by and construed in accordance
		with the law of the State of New York, but without regard to principles of
		conflicts of laws.

	  

	 
		Section
		  1.13 Legal
		  Holidays.

		

	  

	 In any
		case where any Interest Payment Date, Redemption Date or Stated Maturity of any
		Security or the last date on which a Holder has the right to convert his
		Securities shall not be a Business Day at any Place of Payment, then
		(notwithstanding any other provision of this Indenture or of the Securities
		(other than a provision of the Securities of any series which specifically
		states that such provision shall apply in lieu of this Section)) payment of
		interest or 


	 
		13
	 

	 

	 



	  

	 principal
		(and premium, if any) or conversion of the Securities need not be made at such
		Place of Payment on such date, but may be made on the next succeeding Business
		Day at such Place of Payment with the same force and effect as if made on the
		Interest Payment Date or Redemption Date, or at the Stated Maturity, or on such
		last day for conversion; provided that no interest shall accrue for the
		intervening period.

	  

	 
		Section
		  1.14 Consent
		  to Service; Jurisdiction.
		  
 

	  

	 
		(1) The
		  Company and the Trustee agree that any legal suit, action or proceeding arising
		  out of or relating to this Indenture, and the Company agrees that any legal
		  suit, action or proceeding arising out of or relating to the Securities, may be
		  instituted in any federal or state court in the Borough of Manhattan, the City
		  of New York. Each of the Company and the Trustee waives any objection which it
		  may now or hereafter have to the laying of the venue of any such legal suit,
		  action or proceeding, waives any immunity from jurisdiction or to service of
		  process in respect of any such suit, action or proceeding, and irrevocably
		  submits to the exclusive jurisdiction of any such court in any such suit,
		  action or proceeding. 
 

	  

	 
		(2)
		  The
		  Company hereby designates and appoints Primus Asset Management, Inc., located
		  as of the date hereof at 360 Madison Avenue, New York, New York 10017 as its
		  authorized agent upon which process may be served in any legal suit, action or
		  proceeding arising out of or relating to this Indenture or the Securities which
		  may be instituted in any federal or state court in the Borough of Manhattan,
		  the City of New York, and agrees that service of process upon such agent, and
		  written notice of said service to the Company by the Person serving the same,
		  shall be deemed in every respect effective service of process upon the Company
		  in any such suit, action or proceeding and further designates its domicile, the
		  domicile of New York, New York specified above and any domicile it may have in
		  the future as its domicile to receive any notice hereunder (including service
		  of process). Service of process, to be effective upon the Trustee, must be
		  served at the Trustee’s Corporate Trust Office. If for any reason Primus
		  Asset Management, Inc., New York, New York (or any successor agent for this
		  purpose) shall cease to act as agent for service of process as provided above,
		  the Company will promptly appoint a successor agent for this purpose reasonably
		  acceptable to the Trustee. The Company agrees to take any and all actions
		  necessary to maintain such designation and appointment of such agent in full
		  force and effect.
 

	  

	 ARTICLE
		II  

	  

	 SECURITY
		FORMS

	  

	 
		Section
		  2.01 Forms
		  Generally.

		

	  

	 The
		Securities of each series shall be in substantially the form set forth in this
		Article, or in such other form as shall be established by or pursuant to a
		Board Resolution or in one or more indentures supplemental hereto, in each case
		with such appropriate insertions, omissions, substitutions and other variations
		as are required or permitted by this Indenture, and may have such letters,
		numbers or other marks of identification and such legends or 


	 
		14
	 

	 

	 



	  

	 endorsements
		placed thereon as may be required to comply with the rules of any securities
		exchange or as may, consistently herewith, be determined by the officers
		executing such Securities, as evidenced by their execution of the Securities.
		If the form of Securities of any series is established by action taken pursuant
		to a Board Resolution, a copy of an appropriate record of such action shall be
		certified by the Secretary or an Assistant Secretary of the Company and
		delivered to the Trustee at or prior to the delivery of the Company Order
		contemplated by Section 3.03 for the authentication and delivery of such
		Securities.

	  

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

	  

	 
		Section
		  2.02 Form
		  of Face of Security.

		

	  

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

	  

	 PRIMUS
		GUARANTY, LTD.

	 


	 ___________________________________________________


	 


	 


	 
			No.
				____________________	
				$_________
 

 

	  

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


	 
		15
	 

	 

	 



	  

	 upon
		such notice as may be required by such exchange, all as more fully provided in
		said Indenture].

	  

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

	  

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

	  

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

	  

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


	 
		16
	 

	 

	 



	  

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

	  

	 Dated:


	  

	 
			 	 	 
	 	
				PRIMUS
				  GUARANTY, LTD.
 
	 
 	 
 	 
 
	 	By:  	 
	 	
				

				Name:
				  

				Title:

				

 

	 Attest:


	  

	 ______________________


	 


	 


	 
		Section
		  2.03 Form
		  of Reverse of Security.

		

	  

	 This
		Security is one of a duly authorized issue of securities of the Company (herein
		called the “Securities”),
		issued and to be issued in one or more series under an Indenture, dated as of
		__________ __, 20__ (herein called the “Indenture”),
		between the Company and _________________, as Trustee (herein called the
		“Trustee”,
		which term includes any successor trustee under the Indenture), to which
		Indenture and all indentures supplemental thereto reference is hereby made for
		a statement of the respective rights, limitations of rights, duties and
		immunities thereunder of the Company, the Trustee and the Holders of the
		Securities and of the terms upon which the Securities are, and are to be,
		authenticated and delivered. This Security is one of the series designated on
		the face hereof [if
		applicable, insert—,
		limited in aggregate principal amount to $___________].

	  

	 [If
		applicable, insert — Subject to and upon compliance with the provisions of
		the Indenture, the Holder of this Security is entitled, at his option, at any
		time on or before the close of business on __________, or in case this Security
		or a portion hereof is called for redemption, then in respect of this Security
		or such portion hereof until and including, but (unless the Company defaults in
		making the payment due upon redemption) not after, the close of business on the
		10th calendar day before the Redemption Date, to convert this Security (or any
		portion of the principal amount hereof which is $1,000 or an integral multiple
		thereof), at the principal amount hereof, or of such portion, into fully paid
		and non-assessable Common Shares (calculated as to each conversion to the
		nearest 1/100 of a share) of the Company at a conversion price per Common Share
		equal to $_____ per each Common Share (or at the current adjusted conversion
		price if an adjustment has been made as provided in the Indenture) by surrender
		of this Security, duly endorsed or assigned to the Company or in blank, to the
		Company at its office or agency in _________, accompanied by written notice to
		the Company that the Holder hereof elects to convert this Security, or if less
		than the entire principal amount hereof is to be converted, the portion hereof
		to be converted, and, in case such surrender shall be made during 


	 
		17
	 

	 

	 



	  

	 the
		period from the close of business on any Regular Record Date next preceding any
		Interest Payment Date to the opening of business on such Interest Payment Date
		(unless this Security or the portion thereof being converted has been called
		for redemption on a Redemption Date within such period), also accompanied by
		payment in funds acceptable to the Company of an amount equal to the interest
		payable on such Interest Payment Date on the principal amount of this Security
		then being converted. Subject to the aforesaid requirement for payment and, in
		the case of a conversion after the Regular Record Date next preceding any
		Interest Payment Date and on or before such Interest Payment Date, to the right
		of the Holder of this Security (or any Predecessor Security) of record at such
		Regular Record Date to receive an installment of interest (with certain
		exceptions provided in the Indenture), no payment or adjustment is to be made
		on conversion for interest accrued hereon or for dividends on the Common Shares
		issued on conversion. No fractions of shares or scrip representing fractions of
		shares will be issued on conversion, but instead of any fractional interest the
		Company shall pay a cash adjustment as provided in the Indenture. The
		conversion price is subject to adjustment as provided in the Indenture. In
		addition, the Indenture provides that in case of certain consolidations or
		mergers to which the Company is a party or the transfer of substantially all of
		the assets of the Company, the Indenture shall be amended, without the consent
		of any Holders of Securities, so that this Security, if then outstanding, will
		be convertible thereafter, during the period this Security shall be convertible
		as specified above, only into the kind and amount of securities, cash and other
		property receivable upon the consolidation, merger or transfer by a holder of
		the number of Common Shares into which this Security might have been converted
		immediately prior to such consolidation, merger or transfer (assuming such
		holder of the Common Shares failed to exercise any rights of election and
		received per share the kind and amount received per share by a plurality of
		non-electing shares).]

	  

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

	  

	 
			
				Year

					 	
				Redemption
				  Price
 	 	
				Year

					 	
				Redemption
				  Price
 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 

 

	 


	 and
		thereafter at a Redemption Price equal to _____% of the principal amount,
		together in the case of any such redemption [if
		applicable, insert—
		(whether through operation of the sinking fund or otherwise)] with accrued
		interest to the Redemption Date, but interest installments whose 


	 
		18
	 

	 

	 



	  

	 Stated
		Maturity is on or prior to such Redemption Date will be payable to the Holders
		of such Securities, or one or more Predecessor Securities, of record at the
		close of business on the relevant Record Dates referred to on the face hereof,
		all as provided in the Indenture.]

	  

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

	  

	 
			 
				Year

					 	 
				Redemption
				  Price

				For
				  Redemption Through

				Operation
				  of the Sinking Fund
 	 	 
				Redemption


				Price For
				  Redemption

				Otherwise
				  Than Through

				Operation
				  of the Sinking Fund
 
	 	 	 	 	 

 

	  

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

	  

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

	  

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


	 
		19
	 

	 

	 



	  

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

	  

	 [If
		applicable, insert—
		The Indenture contains provisions for defeasance at any time of [(1) the entire
		indebtedness of this Security or (2)] certain restrictive covenants and Events
		of Default with respect to this Security, in each case upon compliance with
		certain conditions set forth in the Indenture.]

	  

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

	  

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

	  

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

	  

	 As
		provided in and subject to the provisions of the Indenture, the Holder of this
		Security shall not have the right to institute any proceeding with respect to
		the Indenture or for the appointment of a receiver or trustee or for any other
		remedy thereunder, unless such Holder shall have previously given the Trustee
		written notice of a continuing Event of Default with respect to the Securities
		of this series, the Holders of not less than 25% in principal amount of the
		Securities of this series at the time Outstanding shall have made written
		request to the Trustee to institute proceedings in respect of such Event of
		Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
		shall not have received from the Holders of a majority in principal amount of
		Securities of this series at the time Outstanding a direction inconsistent with
		


	 
		20
	 

	 

	 



	  

	 such
		request, and shall have failed to institute any such proceeding, for 60 days
		after receipt of such notice, request and offer of indemnity. The foregoing
		shall not apply to any suit instituted by the Holder of this Security for the
		enforcement of any payment of principal hereof or any premium or interest
		hereon on or after the respective due dates expressed herein.

	  

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

	  

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

	  

	 The
		Securities of this series are issuable only in registered form without coupons
		in denominations of $1,000 and any integral multiple thereof. As provided in
		the Indenture and subject to certain limitations therein set forth, Securities
		of this series are exchangeable for a like aggregate principal amount of
		Securities of this series and of like tenor of a different authorized
		denomination, as requested by the Holder surrendering the same.

	  

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

	  

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

	  

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

	  

	 [If
		applicable, insert —

	  

	 [FORM OF
		CONVERSION NOTICE]

	  

	 To: PRIMUS
		GUARANTY, LTD.

	  

	 The
		undersigned owner of this Security hereby irrevocably exercises the option to
		convert this Security, or portion hereof (which is $1,000 or an integral
		multiple thereof) below 


	 
		21
	 

	 

	 



	  

	 designated,
		into Common Shares of Primus Guaranty, Ltd., in accordance with the terms of
		the Indenture referred to in this Security, and directs that the shares
		issuable and deliverable upon the conversion, together with any check in
		payment for fractional shares and any Securities, representing any unconverted
		principal amount hereof, be issued and delivered to the registered holder
		hereof unless a different name has been indicated below. If shares are to be
		issued in the name of a person other than the undersigned, the undersigned will
		pay all transfer taxes payable with respect thereto. Any amount required to be
		paid by the undersigned on account of interest accompanies this
		Security.

	  

	 
			

				Dated:

					

				 
 
	 	 
	

				Fill in
				  for registration of Common Shares
 	

				 
 
	

				and
				  Securities if to be issued otherwise
 	

				 
 
	

				than to
				  the registered holder.
 	

				 
 
	

				 
 	

				Principal
				  Amount to be
 
	

				 
 	

				converted
				  (in an integral
 
	

				 
 	

				multiple
				  of $1,000, if
 
	

				 
 	

				less
				  than all):
 
	

				_______________________________

					

				$

				
	

				Name

					

				 
 
	

				_______________________________

					

				 
 
	

				Address

					

				 
 
	

				_______________________________

					

				_____________________________________

				
	

				(Please
				  print name and
 	

				Signature

				
	

				address,
				  including zip code
 	

				 
 
	

				number)

					

				 
 
	

				 
 	

				 
 
	

				 
 	

				 
 
	

				SOCIAL
				  SECURITY OR OTHER
 	

				 
 
	

				TAXPAYER
				  IDENTIFYING
 	

				[SIGNATURE
				  GUARANTEED —
 
	

				NUMBER

					

				required
				  only if
 
	

				 
 	

				Common
				  Shares and Securities are to be
 
	

				 
 	

				issued
				  and delivered to other than registered
 
	

				 
 	

				holder]

				
	

				[____________________________]]
 	

				 

				

 

	  

	 
		Section
		  2.04 Form
		  of Legend for Global Securities.

		

	  

	 Unless
		otherwise specified as contemplated by Section 3.01 for the Securities
		evidenced thereby, every Global Security authenticated and delivered hereunder
		shall bear a legend in substantially the following form:

	  

	 This
		Security is a Global Security within the meaning of the Indenture hereinafter
		referred to and is registered in the name of a Depositary or a nominee thereof.
		This Security may not be transferred to, or registered or exchanged for
		Securities registered in the name of, any 


	 
		22
	 

	 

	 



	  

	 Person
		other than the Depositary or a nominee thereof and no such transfer may be
		registered, except in the limited circumstances described in the Indenture.
		Every Security authenticated and delivered upon registration of transfer of, or
		in exchange for or in lieu of, this Security shall be a Global Security subject
		to the foregoing, except in such limited circumstances.

	  

	 
		Section
		  2.05 Form
		  of Trustee’s Certificate of Authentication.

		

	  

	 The
		Trustee’s certificates of authentication shall be in substantially the
		following form:

	  

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

	  

	 
			 	 	 
	 	
				DEUTSCHE
				  BANK TRUST COMPANY 

				AMERICAS,
				  as Trustee
 
	 
 	 
 	 
 
	 	By:      
				 	 
	 

				 
 	
				

				Authorized
				  Signatory
 


			 	 	 
	 	Dated: 	 
	 	
				

				

 

	  

	 ARTICLE
		III  

	  

	 THE
		SECURITIES

	  

	 
		Section
		  3.01 Amount
		  Unlimited; Issuable in Series.

		

	  

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

	  

	 The
		Securities may be issued in one or more series. There shall be established in
		or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or
		determined in the manner provided, in an Officers’ Certificate, or
		established in one or more indentures supplemental hereto, prior to the
		issuance of Securities of any series,

	  

	 
		(1) the
		  title of the Securities of the series, including CUSIP Numbers (which shall
		  distinguish the Securities of the series from Securities of any other
		  series);
 

	  

	 
		(2)
		  any limit
		  upon the aggregate principal amount of the Securities of the series which may
		  be authenticated and delivered under this Indenture (except for Securities
		  authenticated and delivered upon registration of transfer of, or in exchange
		  for, or in lieu of, other Securities of the series pursuant to Section 3.04,
		  3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to
		  Section 3.03, are deemed never to have been authenticated and delivered
		  hereunder);
 


	 
		23
	 

	 

	 



	  

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

	  

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

	  

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

	  

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

	  

	 
		(7)
		  the
		  period or periods within which, the price or prices at which and the terms and
		  conditions upon which Securities of the series may be redeemed, in whole or in
		  part, at the option of the Company;

		 
 

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

	  

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

		

	  

	 
		(10) the
		  currency, currencies or currency units in which payment of the principal of and
		  any premium and interest on any Securities of the series shall be payable if
		  other than the currency of the United States of America and the manner of
		  determining the equivalent thereof in the currency of the United States of
		  America for purposes of the definition of “Outstanding” in Section
		  1.01;
 

	  

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

	  

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


	 
		24
	 

	 

	 



	  

	 
		(13) if other
		  than the principal amount thereof, the portion of the principal amount of
		  Securities of the series which shall be payable upon declaration of
		  acceleration of the Maturity thereof pursuant to Section 5.02;

		

	  

	 
		
		  (14)
			 if
			 applicable, that the Securities of the series shall be subject to either or
			 both of Defeasance or Covenant Defeasance as provided in Article XIII;
			 provided that no
			 series of Securities that is convertible into Common Shares as provided in
			 Article XIV or convertible into or exchangeable for any other securities
			 pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section
			 13.02; 
 
 

	  

	 
		(15)
		  if and
		  as applicable, that the Securities of the series shall be issuable in whole or
		  in part in the form of one or more Global Securities and, in such case, the
		  Depositary or Depositaries for such Global Security or Global Securities and
		  any circumstances other than those set forth in Section 3.05 in which any such
		  Global Security may be transferred to, and registered and exchanged for
		  Securities registered in the name of, a Person other than the Depositary for
		  such Global Security or a nominee thereof and in which any such transfer may be
		  registered;
 

	  

	 
		(16) the
		  terms and conditions, if any, pursuant to which the Securities are convertible
		  into Common Shares of the Company pursuant to Article XIV, and any variation
		  thereof;
 

	  

	 
		(17) the
		  terms and conditions, if any, pursuant to which the Securities are convertible
		  into or exchangeable for any other securities;
 

	  

	 
		(18) any
		  addition to or change in the covenants set forth in Article X which applies to
		  Securities of the series; and

		 
 

	 (19) any
		other terms of the series (which terms shall not be inconsistent with the
		provisions of this Indenture, except as permitted by Section
		9.01(5)).

	  

	 All
		Securities of any one series shall be substantially identical except as to
		denomination and except as may otherwise be provided in or pursuant to the
		Board Resolution referred to above and (subject to Section 3.03) set forth, or
		determined in the manner provided, in the Officers’ Certificate referred
		to above or in any such indenture supplemental hereto.

	  

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

	  

	 The
		Company may, from time to time, by adoption of a Board Resolution and subject
		to compliance with any other applicable provisions of this Indenture, without
		the consent of the Holders, create and issue pursuant to this Indenture
		additional securities of any series of Securities (“Add
		On Securities”)
		having terms and conditions identical to those of such series of Outstanding
		Securities, except that such Add On Securities:


	 
		25
	 

	 

	 



	 (i) may have
		a different issue date from such series of Outstanding Securities;


	 


	 (ii) may have
		a different amount of interest payable on the first Interest Payment Date after
		issuance than is payable on such series of Outstanding Securities;
		and

	 


	 (iii)  may
		have terms specified in such Board Resolution for such Add On Securities making
		appropriate adjustments to this Article III applicable to such Add On
		Securities in order to conform to and ensure compliance with the Securities Act
		(or applicable securities laws) which are not adverse in any material respect
		to the Holder of any Outstanding Securities (other than such Add On Securities)
		and which shall not affect the rights or duties of the Trustee.

	 


	 
		Section
		  3.02 Denominations.

		

	  

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

	  

	 
		Section
		  3.03 Execution,
		  Authentication, Delivery and Dating.

		

	  

	 The
		Securities shall be executed on behalf of the Company by its Chairman of the
		Board, its Vice Chairman of the Board, its President, one of its Vice
		Presidents or its Treasurer under its corporate seal reproduced thereon
		attested by its Secretary or one of its Assistant Secretaries or by its Chief
		Financial Officer. The signature of any of these officers on the Securities may
		be manual or facsimile.

	  

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

	  

	 At any
		time and from time to time after the execution and delivery of this Indenture,
		the Company may deliver Securities of any Series executed by the Company to the
		Trustee for authentication, together with a Company Order for the
		authentication and delivery of such Securities, and the Trustee in accordance
		with the Company Order shall authenticate and deliver such Securities. If the
		form or terms of the Securities of the series have been established in or
		pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
		3.01, in authenticating such Securities, and accepting the additional
		responsibilities under this Indenture in relation to such Securities, the
		Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
		fully protected in relying upon, an Opinion of Counsel stating,

	  

	 (1)  if the
		form of such Securities has been established by or pursuant to Board Resolution
		as permitted by Section 2.01, that such form has been established in conformity
		with the provisions of this Indenture;


	 
		26
	 

	 

	 



	  

	 (2)  if the
		terms of such Securities have been established by or pursuant to Board
		Resolution as permitted by Section 3.01, that such terms have been established
		in conformity with the provisions of this Indenture; and

	  

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

	  

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

	  

	 Notwithstanding
		the provisions of Section 3.01 and of the preceding paragraph, if all
		Securities of a series are not to be originally issued at one time, it shall
		not be necessary to deliver the Officers’ Certificate otherwise required
		pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise
		required pursuant to such preceding paragraph at or prior to the time of
		authentication of each Security of such series if such documents are delivered
		at or prior to the authentication upon original issuance of the first Security
		of such series to be issued.

	  

	 Each
		Security shall be dated the date of its authentication.

	  

	 No
		Security shall be entitled to any benefit under this Indenture or be valid or
		obligatory for any purpose unless there appears on such Security a certificate
		of authentication substantially in the form provided for herein executed by the
		Trustee by manual signature, and such certificate upon any Security shall be
		conclusive evidence, and the only evidence, that such Security has been duly
		authenticated and delivered hereunder. Notwithstanding the foregoing, if any
		Security shall have been authenticated and delivered hereunder but never issued
		and sold by the Company, and the Company shall deliver such Security to the
		Trustee for cancellation as provided in Section 3.09, for all purposes of this
		Indenture such Security shall be deemed never to have been authenticated and
		delivered hereunder and shall never be entitled to the benefits of this
		Indenture.

	  

	 Section
		3.04  Temporary
		Securities.


	  

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


	 
		27
	 

	 

	 



	  

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

	  

	 Section
		3.05  Registration,
		Registration of Transfer and Exchange.


	  

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

	  

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

	  

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

	  

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

	  

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


	 
		28
	 

	 

	 



	  

	 No
		service charge shall be made for any registration of transfer or exchange of
		Securities, but the Company or Security Registrar may require payment of a sum
		sufficient to cover any tax or other governmental charge that may be imposed in
		connection with any registration of transfer or exchange of Securities, other
		than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
		transfer.

	  

	 The
		Company shall not be required (1) to issue, register the transfer of or
		exchange Securities of any series during a period beginning at the opening of
		business 15 days before the day of the mailing of a notice of redemption of
		Securities of that series selected for redemption under Section 11.03 and
		ending at the close of business on the day of such mailing, or (2) to register
		the transfer of or exchange any Security so selected for redemption in whole or
		in part, except the unredeemed portion of any Security being redeemed in
		part.

	  

	 Notwithstanding
		any other provision in this Indenture, no Global Security may be transferred
		to, or registered or exchanged for Securities registered in the name of, any
		Person other than the Depositary for such Global Security or any nominee
		thereof, and no such transfer may be registered, unless (1) such Depositary (A)
		notifies the Company that it is unwilling or unable to continue as Depositary
		for such Global Security or (B) has ceased to be a clearing agency registered
		under the Exchange Act, (2) the Company executes and delivers to the Trustee a
		Company Order that such Global Security shall be so transferable, registrable
		and exchangeable, and such transfers shall be registrable, (3) there shall have
		occurred and be continuing an Event of Default with respect to the Securities
		evidenced by such Global Security or (4) there shall exist such other
		circumstances, if any, as have been specified for this purpose as contemplated
		by Section 3.01. Notwithstanding any other provision in this Indenture, a
		Global Security to which the restriction set forth in the preceding sentence
		shall have ceased to apply may be transferred only to, and may be registered
		and exchanged for Securities registered only in the name or names of, such
		Person or Persons as the Depositary for such Global Security shall have
		directed and no transfer thereof other than such a transfer may be
		registered.

	  

	 Every
		Security authenticated and delivered upon registration of transfer of, or in
		exchange for or in lieu of, a Global Security to which the restriction set
		forth in the first sentence of the preceding paragraph shall apply, whether
		pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall
		be authenticated and delivered in the form of, and shall be, a Global
		Security.

	  

	 Section
		3.06  Mutilated,
		Destroyed, Lost and Stolen Securities.


	  

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

	  

	 If there
		shall be delivered to the Company and the Trustee (i) evidence to their
		satisfaction of the destruction, loss or theft of any Security and (ii) such
		security or indemnity as may be required by them to save each of them and any
		agent of either of them harmless, then, in the absence of notice to the Company
		or the Trustee that such Security has been acquired by a bona fide purchaser,
		the Company shall execute and the Trustee shall authenticate and deliver, in
		


	 
		29
	 

	 

	 



	  

	 lieu of
		any such destroyed, lost or stolen Security, a new Security of the same series
		and of like tenor and principal amount and bearing a number not
		contemporaneously outstanding.

	  

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

	  

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

	  

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

	  

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

	  

	 Section
		3.07 Payment
		of Interest; Interest Rights Preserved.


	  

	 Except
		as otherwise provided as contemplated by Section 3.01 with respect to any
		series of Securities, interest on any Security which is payable, and is
		punctually paid or duly provided for, on any Interest Payment Date shall be
		paid to the Person in whose name that Security (or one or more Predecessor
		Securities) is registered at the close of business on the Regular Record Date
		for such interest.

	  

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

	  

	 (1)  The
		Company may elect to make payment of any Defaulted Interest to the Persons in
		whose names the Securities of such series (or their respective Predecessor
		Securities) are registered at the close of business on a Special Record Date
		for the payment of such Defaulted Interest, which shall be fixed in the
		following manner. The Company shall notify the Trustee in writing of the amount
		of Defaulted Interest proposed to be paid on each Security of such series and
		the date of the proposed payment, and at the same time the Company shall
		deposit with the Trustee an amount of money equal to the aggregate amount
		proposed to be paid in respect of such Defaulted Interest or shall make
		arrangements satisfactory to the Trustee for such deposit prior to the date of
		the proposed payment, such money when deposited to be held in trust for the
		benefit of the Persons entitled to such Defaulted Interest as in this Clause
		provided. Thereupon the 


	 
		30
	 

	 

	 



	  

	 Trustee
		shall fix a Special Record Date for the payment of such Defaulted Interest
		which shall be not more than 15 days and not less than 10 days prior to the
		date of the proposed payment and not less than 10 days after the receipt by the
		Trustee of the notice of the proposed payment. The Trustee shall promptly
		notify the Company of such Special Record Date and, in the name and at the
		expense of the Company, shall cause notice of the proposed payment of such
		Defaulted Interest and the Special Record Date therefor to be mailed,
		first-class postage prepaid, to each Holder of Securities of such series at his
		address as it appears in the Security Register, not less than 10 days prior to
		such Special Record Date. Notice of the proposed payment of such Defaulted
		Interest and the Special Record Date therefor having been so mailed, such
		Defaulted Interest shall be paid to the Persons in whose names the Securities
		of such series (or their respective Predecessor Securities) are registered at
		the close of business on such Special Record Date and shall no longer be
		payable pursuant to the following Clause (2).

	  

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

	  

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

	  

	 Subject
		to the provisions of Section 14.02, in the case of any Security which is
		converted after any Regular Record Date and on or prior to the next succeeding
		Interest Payment Date, interest whose Stated Maturity is on such Interest
		Payment Date shall be payable on such Interest Payment Date notwithstanding
		such conversion, and such interest (whether or not punctually paid or duly
		provided for) shall be paid to the Person in whose name that Security (or one
		or more Predecessor Securities) is registered at the close of business on such
		Regular Record Date. Except as otherwise expressly provided in the immediately
		preceding sentence in the case of any Security which is converted, interest
		whose Stated Maturity is after the date of conversion of such Security, shall
		not be payable.

	  

	 Section
		3.08 Persons
		Deemed Owners.


	  

	 Prior to
		due presentment of a Security for registration of transfer, the Company, the
		Trustee and any agent of the Company or the Trustee may treat the Person in
		whose name such Security is registered as the owner of such Security for the
		purpose of receiving payment of principal of and any premium and (subject to
		Section 3.07) any interest on such Security and for all other purposes
		whatsoever, whether or not such Security be overdue, and neither the Company,
		the Trustee nor any agent of the Company or the Trustee shall be affected by
		notice to the contrary.



	 
		31
	 

	 

	 



	  

	 Section
		3.09 Cancellation.


	  

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

	  

	 Section
		3.10 Computation
		of Interest.


	  

	 Except
		as otherwise specified as contemplated by Section 3.01 for Securities of any
		series, interest on the Securities of each series shall be computed on the
		basis of a 360-day year of twelve 30-day months.

	  

	 Section
		3.11 CUSIP
		Numbers.


	  

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

	  

	  

	 ARTICLE
		IV

	  

	 SATISFACTION
		AND DISCHARGE

	  

	 Section
		4.01 Satisfaction
		and Discharge of Indenture.


	  

	 This
		Indenture shall upon Company Request cease to be of further effect (except as
		to any surviving rights of conversion or of registration of transfer or
		exchange of Securities herein expressly provided for), and the Trustee, at the
		expense of the Company, shall execute proper instruments acknowledging
		satisfaction and discharge of this Indenture, when

	  

	 (1)  either


	  

	 (A) all
		Securities theretofore authenticated and delivered (other than (i) Securities
		which have been destroyed, lost or stolen and which have been 


	 
		32
	 

	 

	 



	  

	 replaced
		or paid as provided in Section 3.06 and (ii) Securities for whose payment money
		has theretofore been deposited in trust or segregated and held in trust by the
		Company and thereafter repaid to the Company or discharged from such trust)
		have been delivered to the Trustee for cancellation; or

	 


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

	 


	 (i) have
		become due and payable, or

	 


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

	 


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

	 


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

	 


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

	  

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

	  

	 Notwithstanding
		the satisfaction and discharge of this Indenture, the obligations of the
		Company to the Trustee under Section 6.07, and, if money shall have been
		deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
		Section, the obligations of the Trustee under Section 4.02 shall survive such
		satisfaction and discharge.

	  

	 Section
		4.02 Application
		of Trust Money.


	  

	 All
		money deposited with the Trustee pursuant to Section 4.01 shall be held in
		trust and applied by it, in accordance with the provisions of the Securities
		and this Indenture, to the payment, either directly or through any Paying Agent
		(including the Company acting as its own Paying Agent) as the Trustee may
		determine, to the Persons entitled thereto, of the principal and any premium
		and interest for whose payment such money has been deposited with the
		Trustee.


	 
		33
	 

	 

	 



	  

	 ARTICLE V


	  

	 REMEDIES


	  

	 Section
		5.01 Events
		of Default.


	  

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

	  

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

	  

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

	  

	 (3)  default
		in the deposit of any sinking fund payment, when and as due by the terms of a
		Security of that series, and the continuance of such default for a period of 30
		days; or

	  

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

	  

	 (5)  the
		Company shall fail to pay any Indebtedness in excess of $10,000,000 owing by
		the Company, or any interest or premium thereon, when due (whether by scheduled
		maturity, required prepayment, acceleration, demand or otherwise), and such
		failure shall continue after the applicable grace period, if any, specified in
		the agreement or instrument relating to such Indebtedness, or the Company shall
		fail to perform any term, covenant or agreement on its part to be performed
		under any agreement or instrument evidencing or securing or relating to any
		such Indebtedness, if the effect of such failure in either case is that the
		maturity of such Indebtedness is duly accelerated, without such Indebtedness
		having been discharged or such acceleration having been rescinded or annulled,
		in each such case, within a period of 10 days after there shall have been
		given, by registered or certified mail, to the Company by the Trustee or to the
		Company and the Trustee by Holders of at least 25% in principal amount of the
		Outstanding Securities of that series, a written notice specifying such default
		and 


	 
		34
	 

	 

	 



	  

	 requiring
		the Company to cause such Indebtedness to be discharged or cause such
		acceleration to be rescinded or annulled, as the case may be, and stating that
		such notice is a “Notice of Default” hereunder (the Trustee shall not
		be deemed to have knowledge of a default under this subsection (5) unless it
		shall have actual knowledge thereof); provided,
		however, that,
		subject to the provisions of Sections 6.01 and 6.05, the Trustee shall not be
		deemed to have knowledge of such failure to pay unless either (A) a Responsible
		Officer of the Trustee shall have actual knowledge of such failure to pay or
		(B) the Trustee shall have received written notice thereof from the Company,
		from any Holder, from the holder of any such Indebtedness or from the trustee
		thereunder; or

	  

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

	  

	 (7)  the
		commencement by the Company or any Material Subsidiary of a voluntary case or
		proceeding under any applicable Federal or State bankruptcy, insolvency,
		reorganization or other similar law or of any other case or proceeding to be
		adjudicated as bankrupt or insolvent, or the consent by the Company or any
		Material Subsidiary to the entry of a decree or order for relief in respect of
		the Company or any Material Subsidiary in an involuntary case or proceeding
		under any applicable Federal or State bankruptcy, insolvency, reorganization or
		other similar law or to the commencement of any bankruptcy or insolvency case
		or proceeding against the Company or any Material Subsidiary, or the filing by
		the Company or any Material Subsidiary of a petition or answer or consent
		seeking reorganization or relief under any applicable Federal or State law, or
		the consent by the Company or any Material Subsidiary to the filing of such
		petition or to the appointment of or taking possession by a custodian,
		receiver, liquidator, assignee, trustee, sequestrator or other similar official
		of the Company or any Material Subsidiary or of any substantial part of their
		respective properties, or the making by the Company or any Material Subsidiary
		of an assignment for the benefit of creditors, or the admission by the Company
		or any Material Subsidiary in writing of the Company’s or any Material
		Subsidiary’s inability to pay the Company’s or any Material
		Subsidiary’s, as applicable, debts generally as they become due, or the
		taking of corporate action by the Company or any Material Subsidiary in
		furtherance of any such action; or

	  

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


	 
		35
	 

	 

	 



	  

	 Section
		5.02  Acceleration
		of Maturity; Rescission and Annulment.


	  

	 If an
		Event of Default with respect to Securities of any series at the time
		Outstanding occurs and is continuing, then in every such case the Trustee or
		the Holders of not less than 25% in principal amount of the Outstanding
		Securities of that series may declare the entire principal amount, together
		with all accrued and unpaid interest and premium, if any (or, if any of the
		Securities of that series are Original Issue Discount Securities, such portion
		of the principal amount of such Securities as may be specified in the terms
		thereof), of all of the Securities of that series to be due and payable
		immediately, by a notice in writing to the Company (and to the Trustee if given
		by Holders), and upon any such declaration such principal amount (or specified
		amount) shall become immediately due and payable. Notwithstanding the
		foregoing, if an Event of Default with respect to Securities of any series at
		the time Outstanding occurs and is continuing under Section 5.01(6) or Section
		5.01(7), then in every such case the entire principal amount, together with all
		accrued and unpaid interest and premium, if any (or, if any of the Securities
		of that series are Original Issue Discount Securities, such portion of the
		principal amount of such Securities as may be specified in the terms thereof),
		of all of the Securities of that series shall be due and payable
		immediately.

	  

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

	  

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

	  

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

	 


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

	 


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

	 


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

	 


	 and


	 


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


	 
		36
	 

	 

	 



	  

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

	  

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


	  

	 The
		Company covenants that if:

	  

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

	  

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

	  

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

	  

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

	  

	 Section
		5.04  Trustee
		May File Proofs of Claim.


	  

	 In case
		of any judicial proceeding relative to the Company (or any other obligor upon
		the Securities), its property or its creditors, the Trustee shall be entitled
		and empowered, by intervention in such proceeding or otherwise, to take any and
		all actions authorized under the Trust Indenture Act in order to have claims of
		the Holders and the Trustee allowed in any such proceeding. In particular, the
		Trustee shall be authorized to collect and receive any moneys or other property
		payable or deliverable on any such claims and to distribute the same; and any
		custodian, receiver, assignee, trustee, liquidator, sequestrator or other
		similar official in any such judicial proceeding is hereby authorized by each
		Holder to make such payments to the Trustee and, in the event that the Trustee
		shall consent to the making of such payments directly to the Holders, to pay to
		the Trustee any amount due it for the reasonable compensation, expenses,
		disbursements and advances of the Trustee, its agents and counsel, and any
		other amounts due the Trustee under Section 6.07.

	  

	 No
		provision of this Indenture shall be deemed to authorize the Trustee to
		authorize or consent to or accept or adopt on behalf of any Holder any plan of
		reorganization, arrangement, adjustment or composition affecting the Securities
		or the rights of any Holder thereof or to authorize the Trustee to vote in
		respect of the claim of any Holder in any such proceeding; provided,
		however, that
		the Trustee may, on behalf of the Holders, vote for the


	 
		37
	 

	 

	 



	  

	 election
		of a trustee in bankruptcy or similar official and be a member of a
		creditors’ or other similar committee.

	  

	 Section
		5.05 Trustee
		May Enforce Claims Without Possession of Securities.


	  

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

	  

	 
		Section
		  5.06 Application
		  of Money Collected.

		

	  

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

	  

	 FIRST: To the
		payment of all amounts due the Trustee under Section 6.07; 

	 


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

	 


	 THIRD: To the
		Company.

	 


	 Section
		5.07 Limitation
		on Suits.


	  

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

	  

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

	  

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

	  

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


	 
		38
	 

	 

	 



	  

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

	  

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

	  

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

	  

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


	  

	 Notwithstanding
		any other provision in this Indenture, the Holder of any Security shall have
		the right, which is absolute and unconditional, to receive payment of the
		principal of and any premium and (subject to Section 3.07) interest on such
		Security on the respective Stated Maturities expressed in such Security (or, in
		the case of redemption, on the Redemption Date) and to convert such Security in
		accordance with Article XIV and to institute suit for the enforcement of
		any such payment and right to convert, and such rights shall not be impaired
		without the consent of such Holder.

	  

	 Section
		5.09  Restoration
		of Rights and Remedies.


	  

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

	  

	 Section
		5.10  Rights
		and Remedies Cumulative.


	  

	 Except
		as otherwise provided with respect to the replacement or payment of mutilated,
		destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
		right or remedy herein conferred upon or reserved to the Trustee or to the
		Holders is intended to be exclusive of any other right or remedy, and every
		right and remedy shall, to the extent permitted by law, be cumulative and in
		addition to every other right and remedy given hereunder or now or hereafter
		existing at law or in equity or otherwise. The assertion or employment of any
		right or remedy hereunder, or otherwise, shall not prevent the concurrent
		assertion or employment of any other appropriate right or remedy.


	 
		39
	 

	 

	 



	  

	 Section
		5.11 Delay
		or Omission Not Waiver.


	  

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

	  

	 Section
		5.12  Control
		by Holders.


	  

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

	  

	 
		(1)  such
		  direction shall not be in conflict with any rule of law or with this Indenture
		  or be unjustly prejudicial to any Holders not joining in such
		  direction,
 

	  

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

	  

	 
		(3)  subject
		  to the provisions of Section 6.01, the Trustee shall have the right to decline
		  to follow any such direction if the Trustee in good faith shall, by a
		  Responsible Officer or Officers of the Trustee, determine, and the Trustee
		  shall have received a legal opinion stating, that the proceedings so directed
		  would involve the Trustee in personal liability.
 

	  

	 
		Section
		  5.13 Waiver
		  of Past Defaults.

		

	  

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

	  

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

	  

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

	  

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


	 
		40
	 

	 

	 



	  

	 
		Section
		  5.14  Undertaking
		  for Costs.

		

	  

	 In any
		suit for the enforcement of any right or remedy under this Indenture, or in any
		suit against the Trustee for any action taken, suffered or omitted by it as
		Trustee, a court may require any party litigant in such suit to file an
		undertaking to pay the costs of such suit, and may assess costs against any
		such party litigant, in the manner and to the extent provided in the Trust
		Indenture Act; provided that
		neither this Section nor the Trust Indenture Act shall apply to any suit
		instituted by the Trustee, to any suit instituted by any Holders of the
		Securities, or group of Holders of the Securities, holding in the aggregate
		more than 10% of principal amount of the Outstanding Securities of any series,
		or to any suit instituted by any Holder of the Outstanding Securities for the
		enforcement of the payment of principal of or interest on any Outstanding
		Securities held by such Holder, on or after the respective due dates expressed
		in such Outstanding Securities; and provided,
		further, that
		neither this Section nor the Trust Indenture Act shall be deemed to authorize
		any court to require such an undertaking or to make such an assessment in any
		suit instituted by the Company or in any suit for the enforcement of the right
		to convert any Security in accordance with Article XIV.

	  

	 
		Section
		  5.15 Waiver
		  of Usury, Stay or Extension Laws.

		

	  

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

	  

	 ARTICLE
		VI

	  

	 THE
		TRUSTEE

	  

	 The
		Trustee hereby accepts the trust imposed upon it by this Indenture and
		covenants and agrees to perform the same, as herein expressed.

	  

	 
		Section
		  6.01 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 their exercise as a prudent person would exercise
		  or use under the circumstances in the conduct of his own affairs.

		

	  

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

	  

	 
		(1)  The
		  Trustee need perform only those duties as are specifically set forth in this
		  Indenture and no others, and no covenants or obligations shall be implied in or
		  read into this Indenture.
 


	 
		41
	 

	 

	 



	  

	 
		(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, in the case of any such certificates
		  or opinions which by any provision hereof are specifically required to be
		  furnished to the Trustee, the Trustee shall be under a duty to examine the same
		  to determine whether or not they substantially 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 liability 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
		  6.01.
 

	  

	 
		(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.
 

	  

	 
		(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 5.12.
 

	  

	 
		(d)  No
		  provision of this Indenture shall require the Trustee to expend or risk its own
		  funds or otherwise incur any financial liability in the performance of any of
		  its duties hereunder or to take or omit to take any action under this
		  Indenture.
 

	  

	 
		(e)  Every
		  provision of this Indenture that in any way relates to the Trustee is subject
		  to paragraphs (a), (b), (c), (d) and (f) of this Section 6.01.

		

	  

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

	  

	 
		Section
		  6.02  Rights
		  of Trustee.

		

	  

	 Subject
		to Section 6.01:

	  

	 
		(a) The
		  Trustee may rely conclusively on any document (whether in its original or
		  facsimile form) 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 document. 
 

	  

	 
		(b) Before
		  the Trustee acts or refrains from acting, it may require an Officers’
		  Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
		  action it takes or omits to take in good faith in reliance on such certificate
		  or opinion.
 

	  

	 
		(c) The
		  Trustee may act through its attorneys and agents and shall not be responsible
		  for the misconduct or negligence of any agent appointed with due
		  care.
 


	 
		42
	 

	 

	 



	  

	 
		(d) The
		  Trustee shall not be liable for any action it takes or omits to take in good
		  faith which it believes to be authorized or within its rights or
		  powers.
 

	  

	 
		(e) The
		  Trustee shall not be bound to make any investigation into the facts or matters
		  stated in any resolution, certificate, statement, instrument, opinion, 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 at the sole cost of the Company and shall incur no
		  liability or additional liability of any kind by reason of such
		  investigation.
 

	  

	 
		(f) The
		  Trustee shall be under no obligation to exercise any of the rights or powers
		  vested in it by this Indenture at the request, order or direction of any of the
		  Holders, pursuant to the provisions of this Indenture, unless such Holders
		  shall have offered to the Trustee reasonable security or indemnity satisfactory
		  to it against the costs, expenses and liabilities which may be incurred therein
		  or thereby.
 

	  

	 
		(g) The
		  Trustee may consult with counsel of its selection and the advice of such
		  counsel or any Opinion of Counsel shall be full and complete authorization and
		  protection of any action taken, suffered or omitted by in hereunder in good
		  faith and in reliance thereon.
 

	  

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

	  

	 
		(i) The
		  rights, privileges, protections, immunities and benefits given to the Trustee,
		  including, without limitation, its right to be indemnified, are extended to,
		  and shall be enforceable by, the Trustee in each of its capacities hereunder,
		  and each agent, custodian and other Person employed to act
		  hereunder.
 

	  

	 
		Section
		  6.03 Individual
		  Rights of Trustee.

		

	  

	 The
		Trustee in its individual or any other capacity may become the owner or pledgee
		of Securities and may otherwise deal with the Company, its Subsidiaries, or
		their respective Affiliates with the same rights it would have if it were not
		Trustee. Any Paying Agent or Security Registrar may do the same with like
		rights. However, the Trustee must comply with Sections 6.08, 6.09 and
		6.10.

	  

	 
		Section
		  6.04  Trustee’s
		  Disclaimer.

		

	  

	 The
		Trustee makes no representation as to the validity or adequacy of this
		Indenture or the Securities and it shall not be accountable for the
		Company’s use of the proceeds from the Securities, and it shall not be
		responsible for any statement in the Securities, other than the Trustee’s
		certificate of authentication, or the use or application of any funds received
		by a Paying Agent other than the Trustee.


	 
		43
	 

	 

	 



	  

	 
		Section
		  6.05 Notice
		  of Default.

		

	  

	 If an
		Event of Default with respect to Securities of any series occurs and is
		continuing and if it is known to the Trustee, the Trustee shall mail to each
		Holder of Securities of such series notice of the uncured Event of Default
		within 45 days after such Event of Default occurs. Except in the case of an
		Event of Default in payment of principal (or premium, if any) of, or interest
		on, any Security, the Trustee may withhold the notice if and so long as a
		Responsible Officer in good faith determines that withholding the notice is in
		the interest of the Holders of Securities of such series.

	  

	 
		Section
		  6.06 Reports
		  by Trustee to Holders.

		

	  

	 Within
		60 days after each February 15 beginning with the February 15 following the
		date of this Indenture, the Trustee shall mail to each Holder a brief report
		dated as of such February 15 that complies with Trust Indenture Act Section
		313(a) if such report is required by such Trust Indenture Act Section 313(a).
		The Trustee also shall comply with Trust Indenture Act Sections 313(b) and
		313(c).

	  

	 The
		Company shall promptly notify the Trustee in writing if the Securities of any
		series become listed on any stock exchange or automatic quotation
		system.

	  

	 A copy
		of each report at the time of its mailing to Holders shall be mailed to the
		Company and filed with the Commission and each stock exchange, if any, on which
		the Securities are listed.

	  

	 
		Section
		  6.07 Compensation
		  and Indemnity.

		

	  

	 The
		Company shall pay to the Trustee from time to time such compensation for its
		services as the Company and the Trustee shall from time to time agree in
		writing. 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 upon request for all reasonable disbursements, expenses and advances
		incurred or made by it. Such expenses shall include the reasonable
		compensation, disbursements and expenses of the Trustee’s agents,
		accountants, experts and counsel.

	  

	 The
		Company shall indemnify each of the Trustee (in its capacity as Trustee) and
		any predecessor Trustee and each of their respective officers, directors,
		attorneys-in-fact and agents for, and hold it harmless against, any claim,
		demand, expense (including, but not limited to, reasonable compensation,
		disbursements and expenses of the Trustee’s agents and counsel), loss,
		charges (including taxes (other than taxes based upon the income of the
		Trustee)) or liability incurred by them without negligence or bad faith on its
		part, arising out of or in connection with the acceptance or administration of
		this trust and their rights or duties hereunder including the reasonable costs
		and expenses of defending themselves against any claim or liability in
		connection with the exercise or performance of any of its powers or duties
		hereunder. The Trustee shall notify the Company promptly of any claim asserted
		against the Trustee for which it may seek indemnity. The Company shall defend
		the claim and the Trustee shall provide reasonable cooperation at the
		Company’s expense in the defense. The Trustee may have separate counsel
		and the Company shall pay the reasonable fees and expenses of such counsel.
		


	 
		44
	 

	 

	 



	  

	 The
		Company need not pay for any settlement made without its written consent which
		consent shall not be unreasonably withheld. The Company need not reimburse any
		expense or indemnify against any loss or liability to the extent incurred by
		the Trustee as determined by a court of competent jurisdiction to have been
		caused by its own negligence, bad faith or willful misconduct.

	  

	 To
		secure the Company’s payment obligations in this Section 6.07, the Trustee
		shall have a lien prior to the Securities on all assets held or collected by
		the Trustee, in its capacity as Trustee, except assets held in trust to pay
		principal and premium, if any, of or interest on particular
		Securities.

	  

	 When the
		Trustee incurs expenses or renders services after an Event of Default specified
		in Section 5.01(6) or (7) occurs, the expenses and the compensation for the
		services are intended to constitute expenses of administration under any
		Bankruptcy Law.

	  

	 The
		Company’s obligations under this Section 6.07 and any lien arising
		hereunder shall survive the resignation or removal of the Trustee, the
		discharge of the Company’s obligations pursuant to Article IV of this
		Indenture and any rejection or termination of this Indenture under any
		Bankruptcy Law. 

	  

	 
		Section
		  6.08 Replacement
		  of Trustee.

		

	  

	 The
		Trustee may resign at any time with respect to the Securities of one or more
		series by so notifying the Company in writing. The Holder or Holders of a
		majority in principal amount of the outstanding Securities of a series may
		remove the Trustee with respect to Securities of such series by so notifying
		the Company and the Trustee in writing and may appoint a successor trustee with
		respect to Securities of such series with the Company’s consent. The
		Company may remove the Trustee if:

	  

	 
		(1)  the
		  Trustee fails to comply with Section 6.10;
 

	  

	 
		(2)  the
		  Trustee is adjudged bankrupt or insolvent;
 

	  

	 
		(3)  a
		  receiver, custodian, or other public officer takes charge of the Trustee or its
		  property; or
 

	  

	 
		(4)  the
		  Trustee becomes incapable of acting.
 

	  

	 If the
		Trustee resigns or is removed or if a vacancy exists in the office of Trustee,
		with respect to the Securities of one or more series, for any reason, the
		Company shall promptly appoint a successor Trustee, with respect to Securities
		of that or those series. Within one year after the successor Trustee with
		respect to a series of Securities takes office, the Holder or Holders of a
		majority in principal amount of the Securities of such series may appoint a
		successor Trustee with respect to such series to replace the successor Trustee
		appointed by the Company.

	  

	 A
		successor Trustee shall deliver a written acceptance of its appointment to the
		retiring Trustee and to the Company. Immediately after that and provided that
		all sums owing to 


	 
		45
	 

	 

	 



	  

	 the
		Trustee provided for in Section 6.07 have been paid, the retiring Trustee shall
		transfer all property held by it as Trustee with respect to such series of
		Securities to the successor Trustee, subject to the lien provided in Section
		6.07, 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. A successor Trustee with respect to
		one or more series of Securities shall mail notice of its succession to each
		Holder of Securities of that or those series.

	  

	 If a
		successor Trustee with respect to a series of Securities does not take office
		within 60 days after the retiring Trustee resigns or is removed, the retiring
		Trustee, the Company or the Holder or Holders of at least 10% in principal
		amount of the outstanding Securities of that series may petition at the expense
		of the Company any court of competent jurisdiction for the appointment of a
		successor Trustee with respect to such series.

	  

	 If the
		Trustee fails to comply with Section 6.10, any Holder of Securities of a series
		may petition any court of competent jurisdiction for the removal of the Trustee
		with respect to such series and the appointment of a successor Trustee with
		respect to such series.

	  

	 Notwithstanding
		replacement of the Trustee pursuant to this Section 6.08, the Company’s
		obligations under Section 6.07 shall continue for the benefit of the retiring
		Trustee.

	  

	 
		Section
		  6.09 Successor
		  Trustee by Merger, Etc.
 

	  

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

	  

	 
		Section
		  6.10 Eligibility;
		  Disqualification.

		

	  

	 The
		Trustee shall at all times satisfy the requirements of Trust Indenture Act
		Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall
		have a combined capital and surplus of at least $50,000,000 as set forth in its
		most recent published annual report of condition. The Trustee shall comply with
		Trust Indenture Act Section 310(b).

	  

	 
		Section
		  6.11 Preferential
		  Collection of Claims against Company.

		

	  

	 The
		Trustee shall comply with Trust Indenture Act Section 311(a), excluding any
		creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee
		who has resigned or been removed shall be subject to Trust Indenture Act
		Section 311(a) to the extent indicated.

	  

	 ARTICLE VII 

	  

	 HOLDERS’
		LISTS AND REPORTS BY TRUSTEE AND COMPANY

	  

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

		

	  

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


	 
		46
	 

	 

	 



	  

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

	  

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

	  

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

	  

	 
		Section
		  7.02 Preservation
		  of Information; Communications to Holders.

		

	  

	 The
		Trustee shall preserve, in as current a form as is reasonably practicable, the
		names and addresses of Holders contained in the most recent list furnished to
		the Trustee as provided in Section 7.01 and the names and addresses of Holders
		received by the Trustee in its capacity as Security Registrar. The Trustee may
		destroy any list furnished to it as provided in Section 7.01 upon receipt of a
		new list so furnished.

	  

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

	  

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

	  

	 
		Section
		  7.03 Reports
		  by Trustee.

		

	  

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

	  

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

	  

	 
		Section
		  7.04 Reports
		  by Company.

		

	  

	 The
		Company shall file with the Trustee and the Commission, and transmit to
		Holders, such information, documents and other reports, and such summaries
		thereof, as may be required pursuant to the Trust Indenture Act at the times
		and in the manner provided pursuant to such Act; provided that
		any such information, documents or reports required to be filed with the
		Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
		1934 shall be filed with the Trustee within 15 days after the same is so
		required to be filed with the 


	 
		47
	 

	 

	 



	  

	 Commission.
		Delivery of such reports, information and documents to the Trustee is for
		informational purposes only and the Trustee’s receipt of such shall not
		constitute constructive notice of any information contained therein or
		determinable from information contained therein, including the Company’s
		compliance with any of its covenants hereunder (as to which the Trustee is
		entitled to rely exclusively on Officer’s Certificates).

	  

	 ARTICLE
		VIII

	  

	 CONSOLIDATION,
		MERGER, CONVEYANCE, TRANSFER OR LEASE

	  

	 
		Section
		  8.01 When
		  Company May Merge, Etc.
 

	  

	 The
		Company may not, in a single transaction or through a series of related
		transactions, consolidate with or merge with or into any other person, or,
		directly or indirectly, sell, lease, assign, transfer or convey its properties
		and assets as an entirety or substantially as an entirety (computed on a
		consolidated basis) to another person or group of affiliated persons, and
		another person or group of affiliated persons may not directly or indirectly
		sell, lease, assign, transfer or convey its properties and assets as an entity
		or substantially as an entity (computed on a consolidated basis) to the
		Company, unless:

	  

	 
		(1)  the
		  Company shall be the continuing person, or the person (if other than the
		  Company) formed by such consolidation or into which the Company is merged or to
		  which all or substantially all of the properties and assets of the Company are
		  transferred as an entirety or substantially as an entirety (the Company or such
		  other person being hereinafter referred to as the “Surviving
		  Person”),
		  shall be a corporation organized and validly existing under the laws of
		  Bermuda, the United States, any State thereof or the District of Columbia, any
		  member country of the European Union or any other country recognized by the
		  United States and shall expressly assume, by an indenture supplemental hereto,
		  executed and delivered to the Trustee, in form and substance satisfactory to
		  the Trustee, all the obligations of the Company under the Securities and this
		  Indenture and the Indenture, so supplemented, shall remain in full force and
		  effect; 
 

	  

	 
		(2)  immediately
		  after giving effect to such transaction and the assumption of the obligations
		  as set forth in clause (1), above, no Event of Default shall have occurred and
		  be continuing; and
 

	  

	 
		(3)  if a
		  supplemental indenture is required in connection with such transaction, the
		  Company has delivered to the Trustee an Officers’ Certificate and an
		  Opinion of Counsel, each stating that such consolidation, merger, assignment,
		  or transfer and such supplemental indenture comply with this Article VIII and
		  that all conditions precedent herein provided relating to such transaction have
		  been satisfied.
 

	  

	 
		Section
		  8.02  Successor
		  Corporation Substituted.

		

	  

	 Upon any
		consolidation or merger, or any transfer of assets in accordance with Section
		8.01, the Surviving Person formed by such consolidation or into which the
		Company is merged or to which such transfer is made shall succeed to, and be
		substituted for, and may 


	 
		48
	 

	 

	 



	  

	 exercise
		every right and power of, the Company under this Indenture with the same effect
		as if such Surviving Person had been named as the Company herein. When a
		Surviving Person duly assumes all of the obligations of the Company pursuant
		hereto and pursuant to the Securities, the predecessor shall be relieved of the
		performance and observance of all obligations and covenants of this Indenture
		and the Securities, including, but not limited to, the obligation to make
		payment of the principal of and interest, if any, on all the Securities then
		outstanding, and the Company may thereupon or any time thereafter be liquidated
		and dissolved.

	  

	 ARTICLE
		IX  

	  

	 SUPPLEMENTAL
		INDENTURES

	  

	 
		Section
		  9.01 Supplemental
		  Indentures Without Consent of Holders.

		

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	 
		49
	 

	 

	 



	  

	 
		(6) to
		  secure the Securities pursuant to the requirements of Article X or otherwise;
		  or
 

	  

	 
		(7) to
		  establish the form or terms of Securities of any series as permitted by
		  Sections 2.01 and 3.01; or
 

	  

	 
		(8) to
		  evidence and provide for the acceptance of appointment hereunder by a successor
		  Trustee with respect to the Securities of one or more series and to add to or
		  change any of the provisions of this Indenture as shall be necessary to provide
		  for or facilitate the administration of the trusts hereunder by more than one
		  Trustee, pursuant to the requirements of Section 6.11; or
 

	  

	 
		(9) to make
		  provisions with respect to the conversion rights of Holders pursuant to the
		  requirements of Article XIV; or
 

	  

	 
		(10) to cure
		  any ambiguity, to correct or supplement any provision herein which may be
		  defective or inconsistent with any other provision herein, or to make any other
		  provisions with respect to matters or questions arising under this Indenture;
		  provided that
		  such action pursuant to this clause (10) shall not adversely affect the
		  interests of the Holders of Securities of any series in any material respect;
		  or
 

	  

	 
		(11) to
		  maintain the qualification of this Indenture under the Trust Indenture
		  Act.
 

	  

	 
		Section
		  9.02 Supplemental
		  Indentures with Consent of Holders.

		

	  

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

	  

	 
		(1) change
		  the Stated Maturity of the principal of, or any installment of principal of or
		  interest on, any Security, or reduce the principal amount thereof or the rate
		  of interest or the time of payment of interest thereon or any premium payable
		  upon the redemption thereof, or reduce the amount of the principal of an
		  Original Issue Discount Security that would be due and payable upon a
		  declaration of acceleration of the Maturity thereof pursuant to Section 5.02,
		  or change any Place of Payment where, or the coin or currency in which, any
		  Security or any premium or interest thereon is payable, or impair the right to
		  institute suit for the enforcement of any such payment on or after the Stated
		  Maturity thereof (or, in the case of redemption, on or after the Redemption
		  Date), or adversely affect the right to convert any Security as provided in
		  Article XIV, or modify the provisions of this Indenture with respect to
		  the subordination of any series of the Securities in a manner adverse to the
		  Holders thereof, or
 


	 
		50
	 

	 

	 



	  

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

	  

	 (3) modify
		any of the provisions of this Section or Section 5.13, except to increase any
		such percentage or to provide that certain other provisions of this Indenture
		cannot be modified or waived without the consent of the Holder of each
		Outstanding Security affected thereby; provided,
		however, that
		this clause shall not be deemed to require the consent of any Holder with
		respect to changes in the references to “the Trustee” and concomitant
		changes in this Section, or the deletion of this proviso, in accordance with
		the requirements of Sections 6.11 and 9.01(8), or 

	  

	 (4) change
		any obligation of ours to maintain an office or agency, or

	  

	 (5) change
		any obligation of ours to pay additional amounts, or

	  

	 (6) adversely
		affect the right of repayment or repurchase at the option of the Holder,
		or

	  

	 (7) reduce
		or postpone any sinking fund or similar provision.

	  

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

	  

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

	  

	 Section
		9.03 Execution
		of Supplemental Indentures.


	  

	 In
		executing, or accepting the additional trusts created by, any supplemental
		indenture permitted by this Article or the modifications thereby of the trusts
		created by this Indenture, the Trustee shall be entitled to receive, and
		(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
		of Counsel stating that the execution of such supplemental indenture is
		authorized or permitted by this Indenture. The Trustee may, but shall not be
		obligated to, enter into any such supplemental indenture which affects the
		Trustee’s own rights, duties or immunities under this Indenture or
		otherwise.

	  

	 Section
		9.04 Effect
		of Supplemental Indentures.


	  

	 Upon the
		execution of any supplemental indenture under this Article, this Indenture
		shall be modified in accordance therewith, and such supplemental indenture
		shall form


	 
		51
	 

	 

	 



	  

	 a part
		of this Indenture for all purposes; and every Holder of Securities theretofore
		or thereafter authenticated and delivered hereunder shall be bound
		thereby.

	  

	 Section
		9.05 Conformity
		with Trust Indenture Act.


	  

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

	  

	 Section
		9.06 Reference
		in Securities to Supplemental Indentures.


	  

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

	  

	 ARTICLE
		X

	  

	 COVENANTS


	  

	 Section
		10.01 Payment
		of Securities.


	  

	 The
		Company covenants and agrees for the benefit of each series of Securities that
		it will pay the principal of and interest on the Securities of that series on
		the dates and in the manner provided in the Securities of that series and this
		Indenture. An installment of principal, premium, if any, or interest on the
		Securities shall be considered paid on the date it is due if the Trustee or
		Paying Agent (other than the Company or an Affiliate of the Company) holds for
		the benefit of the Holders, on that date, immediately available funds deposited
		and designated for and sufficient to pay the installment.

	  

	 The
		Company shall pay interest on overdue principal and on overdue installments of
		interest at the rate specified in the Securities compounded semi-annually, to
		the extent lawful.

	  

	 Section
		10.02 Maintenance
		of Office or Agency.


	  

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


	 
		52
	 

	 

	 



	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

	 Any
		money deposited with the Trustee or any Paying Agent, or then held by the
		Company, in trust for the payment of the principal of or any premium or
		interest on any Security of any series and remaining unclaimed for two years
		after such principal, premium or interest has become due and payable shall be
		paid to the Company on Company Request, or (if then held by the Company) shall
		be discharged from such trust; and the Holder of such Security
		shall


	 
		53
	 

	 

	 



	  

	 thereafter,
		as an unsecured general creditor, look only to the Company for payment thereof,
		and all liability of the Trustee or such Paying Agent with respect to such
		trust money, and all liability of the Company as trustee thereof, shall
		thereupon cease; provided,
		however, that
		the Trustee or such Paying Agent, before being required to make any such
		repayment, may at the expense of the Company cause to be published once, in a
		newspaper published in the English language, customarily published on each
		Business Day and of general circulation in New York City, notice that such
		money remains unclaimed and that, after a date specified therein, which shall
		not be less than 30 days from the date of such publication, any unclaimed
		balance of such money then remaining will be repaid to the
		Company.

	  

	 Section
		10.04 Corporate
		Existence.


	  

	 Subject
		to Article VIII, the Company shall do or cause to be done all things necessary
		to preserve and keep in full force and effect its corporate existence and the
		corporate or other existence of each of its Subsidiaries in accordance with the
		respective organizational documents of each of them and the rights (charter and
		statutory) and corporate franchises of the Company and each of its
		Subsidiaries; provided,
		however, that
		the Company shall not be required to preserve, with respect to itself, any
		right or franchise, and with respect to any of its Subsidiaries, any such
		existence, right or franchise, if (a) the Board of Directors of the Company
		shall determine that the preservation thereof is no longer desirable in the
		conduct of the business of the Company and (b) the loss thereof is not
		disadvantageous in any material respect to the Holders.

	  

	 Section
		10.05 Payment
		of Taxes and Other Claims.


	  

	 The
		Company shall, and shall cause each of its Subsidiaries to, pay or discharge or
		cause to be paid or discharged, before the same shall become delinquent, (i)
		all taxes, assessments and governmental charges (including withholding taxes
		and any penalties, interest and additions to taxes) levied or imposed upon the
		Company or any of its Subsidiaries or properties and assets of the Company or
		any of its Subsidiaries and (ii) all lawful claims, whether for labor,
		materials, supplies, service or anything else, which have become due and
		payable and which by law have or may become a Lien upon the property and assets
		of the Company or any of its Subsidiaries; provided,
		however, that
		the Company shall not be required to pay or discharge or cause to be paid or
		discharged any such tax, assessment, charge or claim whose amount,
		applicability or validity is being contested in good faith by appropriate
		proceedings and for which disputed amounts adequate reserves have been
		established in accordance with generally accepted accounting
		principles.

	  

	 Section
		10.06 Compliance
		Certificate; Notice of Default.


	  

	 (a) The
		Company shall deliver to the Trustee within 120 days after the end of its
		fiscal year an Officers’ Certificate (one of the signatories of which
		shall be the Company’s principal executive officer, principal financial
		officer or principal accounting officer) complying with Section 314(a)(4) of
		the Trust Indenture Act and stating that a review of its activities and the
		activities of its Subsidiaries during the preceding fiscal year has been made
		under the supervision of the signing officers with a view to determining
		whether the Company has kept, observed, performed and fulfilled its obligations
		under this Indenture (all without regard to


	 
		54
	 

	 

	 



	  

	 periods
		of grace, which shall be deemed fulfilled unless and until the expiration of
		such periods) or notice requirements) and further stating, as to each such
		officer signing such certificate, whether or not the signer knows of any
		failure by the Company or any Subsidiary of the Company to comply with any
		conditions or covenants in this Indenture and, if such signer does know of such
		a failure to comply, the certificate shall describe such failure with
		particularity. The Officers’ Certificate shall also notify the Trustee
		should the relevant fiscal year end on any date other than the current fiscal
		year end date.

	  

	 (b) The
		Company shall, so long as any of the Securities of any series are outstanding,
		deliver to the Trustee, immediately upon becoming aware of any Event of Default
		with respect to such series under this Indenture, an Officers’ Certificate
		specifying such Event of Default and what action the Company is taking or
		proposes to take with respect thereto. The Trustee shall not be deemed to have
		knowledge of a an Event of Default unless one of its Responsible Officers
		receives notice of the Event of Default giving rise thereto from the Company or
		any of the Holders.

	  

	 Section
		10.07 Waiver
		of Stay, Extension or Usury Laws.


	  

	 The
		Company covenants for the benefit of each series of Securities (to the extent
		that it may lawfully do so) that it will not at any time insist upon, plead, or
		in any manner whatsoever claim or take the benefit or advantage of, any stay or
		extension law or any usury law or other law wherever enacted which would
		prohibit or forgive the Company from paying all or any portion of the principal
		of or interest on the Securities of that series as contemplated herein,
		wherever enacted, now or at any time hereafter in force, or which may affect
		the covenants or the performance of this Indenture; and (to the extent that it
		may lawfully do so) the Company hereby expressly waives for the benefit of each
		series of Securities all benefit or advantage of any such law insofar as such
		law applies to the Securities of that series, and covenants for the benefit of
		each series of Securities that it shall not hinder, delay or impede the
		execution of any power herein granted to the Trustee with respect to that
		series, but will suffer and permit the execution of every such power as though
		no such law had been enacted.

	  

	 Section
		10.08 Limitation
		on Liens.


	  

	 The
		Company shall not, and shall not permit any of its Material Subsidiaries to,
		issue, incur, assume or Guaranty any Indebtedness for borrowed money secured by
		a Lien (other than Permitted Liens) upon any shares of the Voting Stock of a
		Material Subsidiary without effectively providing that the Securities (and if
		the Company so elects, any other indebtedness of the Company ranking on a
		parity with the Securities) shall be secured equally and ratably with, or prior
		to, any such secured Indebtedness so long as such Indebtedness remains
		outstanding.

	  

	 Section
		10.09 Limitation
		on Transactions with Affiliates.


	  

	 The
		Company will not, and will not permit any of its Subsidiaries to, sell, lease,
		transfer or otherwise dispose of any of its properties or assets to, or
		purchase any property or asset from, or enter into any transaction, contract,
		agreement, understanding, loan, advance or guarantee with, or for the benefit
		of, any Affiliate (each of the foregoing, an “Affiliate
		Transaction”),
		unless (a) such Affiliate Transaction is made on terms that are no less
		favorable to


	 
		55
	 

	 

	 



	  

	 the
		Company or the relevant Subsidiary than those that would have been obtained in
		a comparable transaction by the Company or such Subsidiary with an unrelated
		person and (b) the Company delivers to the Trustee with respect to any
		Affiliate Transaction or series of related Affiliate Transactions involving
		aggregate consideration in excess of $25 million in any fiscal year, a
		resolution of the Board of Directors set forth in an Officers’ Certificate
		certifying that such Affiliate Transaction or series of related Affiliate
		Transactions complies with clause (a) above and such Affiliate Transaction or
		series of related Affiliate Transactions has been approved by a majority of the
		disinterested members of the Board of Directors; provided,
		however, that
		(i) any employment agreement entered into by the Company or any of its
		Subsidiaries in the ordinary course of business and consistent with the past
		practice of the Company or such Subsidiary; (ii) transactions between or among
		the Company and/or its Subsidiaries, (iii) Affiliate Transactions entered into
		prior to the date of issuance of the Securities under this Indenture and
		(iv) Affiliate Transactions entered into in the ordinary course of
		business of the Company or such Subsidiary, shall be deemed not to be Affiliate
		Transactions. 

	  

	 ARTICLE
		XI

	  

	 REDEMPTION
		OF SECURITIES

	  

	 Section
		11.01 Applicability
		of Article.


	  

	 Securities
		of any series which are redeemable before their Stated Maturity shall be
		redeemable in accordance with their terms and (except as otherwise specified as
		contemplated by Section 3.01 for Securities of any series) in accordance with
		this Article.

	  

	 Section
		11.02 Election
		to Redeem; Notice to Trustee.


	  

	 The
		election of the Company to redeem any Securities shall be evidenced by a Board
		Resolution. In case of any redemption at the election of the Company of less
		than all the Securities of any series, the Company shall, at least 60 days
		prior to the Redemption Date fixed by the Company (unless a shorter notice
		shall be satisfactory to the Trustee), notify the Trustee of such Redemption
		Date, of the principal amount of Securities of such series to be redeemed and,
		if applicable, of the tenor of the Securities to be redeemed. In the case of
		any redemption of Securities prior to the expiration of any restriction on such
		redemption provided in the terms of such Securities or elsewhere in this
		Indenture, the Company shall furnish the Trustee with an Officers’
		Certificate evidencing compliance with such restriction.

	  

	 Section
		11.03 Selection
		by Trustee of Securities to Be Redeemed.


	  

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


	 
		56
	 

	 

	 



	  

	 that
		series. If less than all of the Securities of such series and of a specified
		tenor are to be redeemed, the particular Securities to be redeemed shall be
		selected not more than 60 days prior to the Redemption Date by the Trustee,
		from the Outstanding Securities of such series and specified tenor not
		previously called for redemption in accordance with the preceding
		sentence.

	  

	 If any
		Security selected for partial redemption is converted in part before
		termination of the conversion right with respect to the portion of the Security
		so selected, the converted portion of such Security shall be deemed (so far as
		may be) to be the portion selected for redemption. Securities which have been
		converted during a selection of Securities to be redeemed shall be treated by
		the Trustee as Outstanding for the purpose of such selection.

	  

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

	  

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

	  

	 Section
		11.04 Notice
		of Redemption.


	  

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

	  

	 All
		notices of redemption shall state:

	  

	 (1) the
		Redemption Date,

	  

	 (2) the
		Redemption Price,

	  

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

	  

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

	  

	 (5) in the
		case of any Securities that are convertible pursuant to Article XIV, the
		conversion price or rate, the date on which the right to convert the principal
		of the Securities to be redeemed will terminate and the place or places where
		such Securities may be surrendered for conversion,

	  

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


	 
		57
	 

	 

	 



	  

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

	  

	 (8) applicable
		CUSIP Numbers.

	  

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

	  

	 Section
		11.05 Deposit
		of Redemption Price.


	  

	 Prior to
		any Redemption Date, the Company shall deposit with the Trustee or with a
		Paying Agent an amount of money sufficient to pay the Redemption Price of, and
		(except if the Redemption Date shall be an Interest Payment Date) accrued
		interest on, all the Securities which are to be redeemed on that date other
		than any Securities called for redemption on that date which have been
		converted prior to the date of such deposit.

	  

	 If any
		Security called for redemption is converted, any money deposited with the
		Trustee or with any Paying Agent or so segregated and held in trust for the
		redemption of such Security shall (subject to any right of the Holder of such
		Security or any Predecessor Security to receive interest as provided in the
		last paragraph of Section 3.07) be paid to the Company upon Company Request or,
		if then held by the Company, shall be discharged from such trust.

	  

	 Section
		11.06 Securities
		Payable on Redemption Date.


	  

	 Notice
		of redemption having been given as aforesaid, the Securities so to be redeemed
		shall, on the Redemption Date, become due and payable at the Redemption Price
		therein specified, and from and after such date (unless the Company shall
		default in the payment of the Redemption Price and accrued interest) such
		Securities shall cease to bear interest. Upon surrender of any such Security
		for redemption in accordance with said notice, such Security shall be paid by
		the Company at the Redemption Price, together with accrued interest to the
		Redemption Date; provided,
		however, that,
		unless otherwise specified as contemplated by Section 3.01, installments of
		interest whose Stated Maturity is on or prior to the Redemption Date shall be
		payable to the Holders of such Securities, or one or more Predecessor
		Securities, registered as such at the close of business on the relevant Record
		Dates according to their terms and the provisions of Section 3.07.


	  

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

	  

	 Section
		11.07 Securities
		Redeemed in Part.


	  

	 Any
		Security which is to be redeemed only in part shall be surrendered at a Place
		of Payment thereof (with, if the Company or the Trustee so requires, due
		endorsement by, or a written instrument of transfer in form satisfactory to the
		Company and the Trustee duly executed by, the Holder thereof or his attorney
		duly authorized in writing), and the Company shall execute, and the Trustee
		shall authenticate and deliver to the Holder of such Security without service
		charge, a new Security or Securities of the same series and of like tenor, of
		any


	 
		58
	 

	 

	 



	  

	 authorized
		denomination as requested by such Holder, in aggregate principal amount equal
		to and in exchange for the unredeemed portion of the principal of the Security
		so surrendered.

	  

	 ARTICLE
		XII

	  

	 SINKING
		FUNDS

	  

	 Section
		12.01 Applicability
		of Article.


	  

	 The
		provisions of this Article shall be applicable to any sinking fund for the
		retirement of Securities of a series except as otherwise specified as
		contemplated by Section 3.01 for Securities of such series.

	  

	 The
		minimum amount of any sinking fund payment provided for by the terms of
		Securities of any series is herein referred to as a “mandatory sinking
		fund payment”, and any payment in excess of such minimum amount provided
		for by the terms of Securities of any series is herein referred to as an
		“optional sinking fund payment”. If provided for by the terms of
		Securities of any series, the cash amount of any sinking fund payment may be
		subject to reduction as provided in Section 12.02. Each sinking fund payment
		shall be applied to the redemption of Securities of any series as provided for
		by the terms of Securities of such series.

	  

	 Section
		12.02 Satisfaction
		of Sinking Fund Payments with Securities.


	  

	 At its
		option, the Company may reduce or satisfy its obligation to make any mandatory
		sinking fund payment by delivering to the Trustee at least 45 days before any
		mandatory sinking fund payment date (or such shorter period as may be
		acceptable to the Trustee) (i) Securities of the series which are the subject
		of the mandatory sinking fund payment which have been acquired (other than by
		mandatory redemption) by the Company at any time together with an
		Officers’ Certificate stating the election of the Company to have credited
		against such sinking fund payment the principal amount of the Securities so
		delivered, (ii) an Officers’ Certificate stating the election of the
		Company to have credited against such sinking fund payment a specified
		principal amount of Securities of the series that are the subject of the
		mandatory sinking fund payment which have been acquired (other than by
		mandatory redemption) by the Company and theretofore surrendered to the Trustee
		for cancellation (including, for such purpose, Securities surrendered for
		conversion pursuant to Article XIV), (iii) an Officers’ Certificate
		stating the election of the Company to have credited against such sinking fund
		payment a specified principal amount of the Securities of the series which are
		the subject of the mandatory sinking fund payment which have been called for
		redemption at the option of the Company or with the proceeds of any optional
		sinking fund payment and which are no longer Outstanding, or (iv) any
		combination of the foregoing. Each Officers’ Certificate shall state the
		principal amount of the Securities of the relevant series issued and
		outstanding at the date of such Officers’ Certificate, that no Event of
		Default has occurred and is continuing with respect to the Securities of such
		series and that the Securities forming the basis of such credit do not include
		any Securities theretofore mandatorily redeemed or called for mandatory
		redemption pursuant to the terms of the relevant series of the Securities. All
		Securities made the basis of a credit against a mandatory sinking fund payment
		shall be credited at 100% of the principal amount thereof. Any mandatory
		sinking fund payment or payments may at any time be anticipated by
		the


	 
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	 Company
		by obtaining credit thereon in the manner above provided, such credits to apply
		against mandatory sinking fund payments in the order in which they become
		due.

	  

	 Section
		12.03 Redemption
		of Securities for Sinking Fund.


	  

	 Not less
		than 45 days (or such shorter period as may be acceptable to the Trustee)
		prior to each sinking fund payment date for any series of Securities, the
		Company will deliver to the Trustee an Officers’ Certificate specifying
		the amount of the next ensuing sinking fund payment for that series pursuant to
		the terms of that series, the portion thereof, if any, which is to be satisfied
		by payment of cash and the portion thereof, if any, which is to be satisfied by
		delivering and crediting Securities of that series pursuant to Section 12.02
		and will also deliver to the Trustee any Securities to be so delivered. Not
		less than 30 days before each such sinking fund payment date the Trustee shall
		select the Securities to be redeemed upon such sinking fund payment date in the
		manner specified in Section 11.03 and cause notice of the redemption thereof to
		be given in the name of and at the expense of the Company in the manner
		provided in Section 11.04. Such notice having been duly given, the redemption
		of such Securities shall be made upon the terms and in the manner stated in
		Sections 11.06 and 11.07.

	  

	 The
		Trustee shall not redeem any Securities with sinking fund moneys or mail any
		notice of redemption of Securities by operation of the sinking fund during the
		continuance of a default in payment of interest on the Securities of such
		series or of any Event of Default with respect to the Securities of such series
		(other than an Event of Default occurring as a consequence of this paragraph),
		except that if notice of redemption of any Securities shall theretofore have
		been given, the Trustee shall redeem such Securities if cash sufficient for
		that purpose shall be deposited with the Trustee for that purpose in accordance
		with the terms of the series of the Securities. Except as aforesaid, any moneys
		in the sinking fund at the time when any such Default or Event of Default shall
		occur, and not held for payment or redemption of particular Securities of the
		series, and any moneys thereafter paid into the sinking fund shall, during the
		continuance of such default or Event of Default, be held as security for the
		payment of all the Securities of the series; provided, however, that in case
		such default or Event of Default shall have been cured or waived as provided in
		Section 5.13, such moneys shall thereafter be applied in accordance with the
		terms of the Securities applicable to sinking funds.

	  

	 ARTICLE
		XIII

	  

	 DEFEASANCE
		AND COVENANT DEFEASANCE

	  

	 Section
		13.01 Company’s
		Option to Effect Defeasance or Covenant Defeasance.


	  

	 The
		Company may elect, at its option by Board Resolution at any time, to have
		either Section 13.02 or Section 13.03 applied to the Outstanding Securities of
		any series designated pursuant to Section 3.01 as being defeasible pursuant to
		this Article XIII (hereinafter called a “Defeasible
		Series”),
		upon compliance with the conditions set forth below in this Article XIII;
		provided that
		Section 13.02 shall not apply to any series of Securities that is
		convertible into Common Shares as provided in Article XIV or convertible
		into or exchangeable for any other securities pursuant to
		Section 3.01(17).


	 
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	 Section
		13.02 Defeasance
		and Discharge.


	  

	 Upon the
		Company’s exercise of the option provided in Section 13.01 to have this
		Section 13.02 applied to the Outstanding Securities of any Defeasible Series
		and subject to the proviso to Section 13.01, the Company shall be deemed to
		have been discharged from its obligations with respect to the Outstanding
		Securities of such series as provided in this Section on and after the date the
		conditions set forth in Section 13.04 are satisfied (hereinafter called
		“Defeasance”).
		For this purpose, such Defeasance means that the Company shall be deemed to
		have paid and discharged the entire indebtedness represented by the Outstanding
		Securities of such series and to have satisfied all its other obligations under
		the Securities of such series and this Indenture insofar as the Securities of
		such series are concerned (and the Trustee, at the expense of the Company,
		shall execute proper instruments acknowledging the same), subject to the
		following which shall survive until otherwise terminated or discharged
		hereunder: (1) the rights of Holders of Securities of such series to receive,
		solely from the trust fund described in Section 13.04 and as more fully set
		forth in such Section, payments in respect of the principal of and any premium
		and interest on such Securities of such series when payments are due, (2) the
		Company’s obligations with respect to the Securities of such series under
		Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts,
		duties and immunities of the Trustee hereunder and (4) this Article XIII.
		Subject to compliance with this Article XIII, the Company may exercise its
		option provided in Section 13.01 to have this Section 13.02 applied to the
		Outstanding Securities of any Defeasible Series notwithstanding the prior
		exercise of its option provided in Section 13.01 to have Section 13.03 applied
		to the Outstanding Securities of such series.

	  

	 Section
		13.03 Covenant
		Defeasance.


	  

	 Upon the
		Company’s exercise of the option provided in Section 13.01 to have this
		Section 13.03 applied to the Outstanding Securities of any Defeasible Series,
		(1) the Company shall be released from its obligations under Section 8.01, and
		Sections 10.04, 10.05, 10.08 and 10.09, and (2) the occurrence of any event
		specified in Sections 5.01(3), 5.01(4) (with respect to any of Sections 8.01,
		10.04, 10.05, 10.08 and 10.09), 5.01(5) and 5.01(8) shall be deemed not to be
		or result in an Event of Default, in each case with respect to the Outstanding
		Securities of such series as provided in this Section on and after the date the
		conditions set forth in Section 13.04 are satisfied (hereinafter called
		“Covenant
		Defeasance”).
		For this purpose, such Covenant Defeasance means that 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 specified Section (to the extent so specified
		in the case of Section 5.01(4)), whether directly or indirectly by reason of
		any reference elsewhere herein to any such Section or by reason of any
		reference in any such Section to any other provision herein or in any other
		document, but the remainder of this Indenture and the Securities of such series
		shall be unaffected thereby.

	  

	 Section
		13.04 Conditions
		to Defeasance or Covenant Defeasance.


	  

	 The
		following shall be the conditions to application of either Section 13.02 or
		Section 13.03 to the Outstanding Securities of any Defeasible
		Series:


	 
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	 (1) The
		Company shall irrevocably have deposited or caused to be deposited with the
		Trustee (or another trustee that satisfies the requirements contemplated by
		Section 6.09 and agrees to comply with the provisions of this Article XIII
		applicable to it) as trust funds in trust for the purpose of making the
		following payments, specifically pledged as security for, and dedicated solely
		to, the benefit of the Holders of Outstanding Securities of such series, (A)
		money in an amount, or (B) U.S. Government Obligations that through the
		scheduled payment of principal and interest in respect thereof in accordance
		with their terms will provide, not later than one day before the due date of
		any payment, money in an amount, or (C) a combination thereof, in each case
		sufficient, in the opinion of a nationally recognized firm of independent
		public accountants expressed in a written certification thereof delivered to
		the Trustee, to pay and discharge, and which shall be applied by the Trustee
		(or any such other qualifying trustee) to pay and discharge, the principal of
		and any premium and interest on the Securities of such series on the respective
		Stated Maturities, in accordance with the terms of this Indenture and the
		Securities of such series. As used herein, “U.S.
		Government Obligation”
		means (x) any security that is (i) a direct obligation of the United States of
		America for the payment of which full faith and credit of the United States of
		America is pledged or (ii) an obligation of a Person controlled or supervised
		by and acting as an agency or instrumentality of the United States of America
		the payment of which is unconditionally guaranteed as a full faith and credit
		obligation by the United States of America, which, in either case (i) or (ii),
		is not callable or redeemable at the option of the issuer thereof, and (y) any
		depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
		Securities Act of 1933, as amended) as custodian with respect to any U.S.
		Government Obligation specified in Clause (x) and held by such custodian for
		the account of the holder of such depositary receipt, or with respect to any
		specific payment of principal of or interest on any such U.S. Government
		Obligation; provided that
		(except as required by law) such custodian is not authorized to make any
		deduction from the amount payable to the holder of such depositary receipt from
		any amount received by the custodian in respect of the U.S. Government
		Obligation or the specific payment of principal or interest evidenced by such
		depositary receipt.

	  

	 (2) In the
		case of an election under Section 13.02, the Company shall have delivered to
		the Trustee an Opinion of Counsel stating that (A) the Company has received
		from, or there has been published by, the Internal Revenue Service a ruling or
		(B) since the date first set forth hereinabove, there has been a change in the
		applicable Federal income tax law, in either case (A) or (B) to the effect
		that, and based thereon such opinion shall confirm that, the Holders of the
		Outstanding Securities of such series will not recognize gain or loss for
		Federal income tax purposes as a result of the deposit, Defeasance and
		discharge to be effected with respect to the Securities of such series and will
		be subject to Federal income tax on the same amount, in the same manner and at
		the same times as would be the case if such deposit, Defeasance and discharge
		were not to occur.

	  

	 (3) In the
		case of an election under Section 13.03, the Company shall have delivered to
		the Trustee an Opinion of Counsel to the effect that the Holders of the
		Outstanding Securities of such series will not recognize gain or loss for
		Federal income tax purposes as a result of the deposit and Covenant Defeasance
		to be effected with


	 
		62
	 

	 

	 



	  

	 respect
		to the Securities of such series and will be subject to Federal income tax on
		the same amount, in the same manner and at the same times as would be the case
		if such deposit and Covenant Defeasance were not to occur.

	  

	 (4) The
		Company shall have delivered to the Trustee an Officer’s Certificate to
		the effect that the Securities of such series, if then listed on any securities
		exchange, will not be delisted as a result of such deposit.

	  

	 (5) No Event
		of Default or event that (after notice or lapse of time or both) would become
		an Event of Default shall have occurred and be continuing at the time of such
		deposit or, with regard to any Event of Default or any such event specified in
		Sections 5.01(6) and (7), at any time on or prior to the 90th day after the
		date of such deposit (it being understood that this condition shall not be
		deemed satisfied until after such 90th day).

	  

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

	  

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

	  

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


	  

	 (9) Such
		Defeasance or Covenant Defeasance shall not result in the trust arising from
		such deposit constituting an investment company within the meaning of the
		Investment Company Act of 1940, as amended, unless such trust shall be
		qualified under such Act or exempt from regulation thereunder.

	  

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


	  

	 All
		money and U.S. Government Obligations (including the proceeds thereof)
		deposited with the Trustee or other qualifying trustee (solely for purposes of
		this Section and Section 13.06, the Trustee and any such other trustee are
		referred to collectively as the “Trustee”)
		pursuant to Section 13.04 in respect of the Securities of any Defeasible Series
		shall be held in trust and applied by the Trustee, in accordance with the
		provisions of the Securities of such series and this Indenture, to the payment,
		either directly or through any such Paying Agent (including the Company acting
		as its own Paying Agent) as the Trustee may determine, to the Holders of
		Securities of such series, of all sums due and to become due thereon in respect
		of principal and any premium and interest, but money so held in trust need not
		be segregated from other funds except to the extent required by
		law.

	  

	 The
		Company shall pay and indemnify the Trustee against any tax, fee or other
		charge imposed on or assessed against the U.S. Government Obligations deposited
		pursuant to


	 
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	 Section
		13.04 or the principal and interest received in respect thereof other than any
		such tax, fee or other charge that by law is for the account of the Holders of
		Outstanding Securities.

	  

	 Anything
		in this Article XIII to the contrary notwithstanding, the Trustee shall deliver
		or pay to the Company from time to time upon Company Request any money or U.S.
		Government Obligations held by it as provided in Section 13.04 with respect to
		Securities of any Defeasible Series that, in the opinion of a nationally
		recognized firm of independent public accountants expressed in a written
		certification thereof delivered to the Trustee, are in excess of the amount
		thereof that would then be required to be deposited to effect an equivalent
		Defeasance or Covenant Defeasance with respect to the Securities of such
		series.

	  

	 Section
		13.06 Reinstatement.


	  

	 If the
		Trustee or the Paying Agent is unable to apply any money in accordance with
		this Article XIII with respect to the Securities of any series 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 Securities of such series shall be revived and
		reinstated as though no deposit had occurred pursuant to this Article XIII
		with respect to Securities of such series until such time as the Trustee or
		Paying Agent is permitted to apply all money held in trust pursuant to Section
		13.05 with respect to Securities of such series in accordance with this Article
		XIII; provided,
		however, that
		if the Company makes any payment of principal of or any premium or interest on
		any Security of such series following the reinstatement of its obligations, the
		Company shall be subrogated to the rights of the Holders of Securities of such
		series to receive such payment from the money so held in trust.

	  

	 ARTICLE
		XIV

	  

	 CONVERSION
		OF SECURITIES

	  

	 Section
		14.01 Applicability;
		Conversion Privilege and Conversion Price.


	  

	 Securities
		of any series which are convertible into Common Shares of the Company shall be
		convertible in accordance with their terms and (except as otherwise specified
		as contemplated by Section 3.01 for Securities of any series) in accordance
		with this Article.

	  

	 Subject
		to and upon compliance with the provisions of this Article, at the option of
		the Holder thereof, any Security or any portion of the outstanding principal
		amount thereof which is $1,000 or an integral multiple of $1,000 may be
		converted at the principal amount thereof, or of such portion thereof, into
		fully paid and nonassessable Common Shares (calculated as to each conversion to
		the nearest 1/100 of a share) of the Company at the conversion price,
		determined as hereinafter provided, in effect at the time of conversion. Such
		conversion right shall expire at the close of business on the date specified
		for Securities of such series. In case a Security or portion thereof is called
		for redemption at the election of the Company, such conversion right in respect
		of the Security or portion so called shall expire at the close of business on
		the 10th calendar day before the Redemption Date, unless the Company defaults
		in making the payment due upon redemption.


	 
		64
	 

	 

	 



	  

	 The
		price at which Common Shares shall be delivered upon conversion (herein called
		the “conversion price”) shall be the price specified in relation to
		Securities of such series pursuant to Section 3.01, as it shall be adjusted in
		certain instances as provided in this Article.

	  

	 Section
		14.02 Exercise
		of Conversion Privilege.


	  

	 In order
		to exercise the conversion privilege, the Holder of any Security to be
		converted shall surrender such Security, duly endorsed or assigned to the
		Company or in blank, at any office or agency of the Company maintained for that
		purpose pursuant to Section 10.02, accompanied by written notice to the Company
		(which shall be substantially in the form set forth in Section 2.03) at such
		office or agency that the Holder elects to convert such Security or, if less
		than the entire principal amount thereof is to be converted, the portion
		thereof to be converted. Securities surrendered for conversion during the
		period from the close of business on any Regular Record Date next preceding any
		Interest Payment Date to the opening of business on such Interest Payment Date
		shall (except in the case of Securities or portions thereof which have been
		called for redemption on a Redemption Date within such period) be accompanied
		by payment in funds acceptable to the Company of an amount equal to the
		interest payable on such Interest Payment Date on the principal amount of
		Securities being surrendered for conversion. Subject to the provisions of
		Section 3.07 relating to the payment of Defaulted Interest by the Company, the
		interest payment with respect to a Security called for redemption on a
		Redemption Date during the period from the close of business on any Regular
		Record Date next preceding any Interest Payment Date to the opening of business
		on such Interest Payment Date shall be payable on such Interest Payment Date to
		the Holder of such Security at the close of business on such Regular Record
		Date notwithstanding the conversion of such Security after such Regular Record
		Date and prior to such Interest Payment Date, and the Holder converting such
		Security need not include a payment of such interest payment amount upon
		surrender of such Security for conversion. Except as provided in the preceding
		sentence and subject to the final paragraph of Section 3.07, no payment or
		adjustment shall be made upon any conversion on account of any interest accrued
		on the Securities surrendered for conversion or on account of any dividends on
		the Common Shares issued upon conversion.

	  

	 Securities
		shall be deemed to have been converted immediately prior to the close of
		business on the day of surrender of such Securities for conversion in
		accordance with the foregoing provisions, and at such time the rights of the
		Holders of such Securities as Holders shall cease, and the Person or Persons
		entitled to receive the Common Shares issuable upon conversion shall be treated
		for all purposes as the record holder or holders of such Common Shares at such
		time. As promptly as practicable on or after the conversion date, the Company
		shall issue and shall deliver at such office or agency a certificate or
		certificates for the number of full Common Shares issuable upon conversion,
		together with payment in lieu of any fraction of a share, as provided in
		Section 14.03.

	  

	 In the
		case of any Security which is converted in part only, upon such conversion the
		Company shall execute and the Trustee shall authenticate and deliver to the
		Holder thereof, at the expense of the Company, a new Security or Securities of
		authorized denominations in aggregate principal amount equal to the unconverted
		portion of the principal amount of such Security.


	 
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	 Section
		14.03 Fractions
		of Shares.


	  

	 No
		fractional Common Shares shall be issued upon conversion of Securities. If more
		than one Security shall be surrendered for conversion at one time by the same
		Holder, the number of full shares which shall be issuable upon conversion
		thereof shall be computed on the basis of the aggregate principal amount of the
		Securities (or specified portions thereof) so surrendered. Instead of any
		fractional Common Share which would otherwise be issuable upon conversion of
		any Security or Securities (or specified portions thereof), the Company shall
		pay a cash adjustment in respect of such fraction in an amount equal to the
		same fraction of the daily closing price per Common Share (consistent with
		Section 14.04(6) below) at the close of business on the day of
		conversion.

	 


	 Section
		14.04 Adjustment
		of Conversion Price.


	  

	 (1) In case
		the Company shall pay or make a dividend or other distribution on any class of
		capital stock of the Company in Common Shares, the conversion price in effect
		at the opening of business on the day following the date fixed for
		determination of shareholders entitled to receive such dividend or other
		distribution shall be reduced by multiplying such conversion price by a
		fraction of which the numerator shall be the number of Common Shares
		outstanding at the close of business on the date fixed for such determination
		and the denominator shall be the sum of such number of shares and the total
		number of shares constituting such dividend or other distribution, such
		reduction to become effective immediately after the opening of business on the
		day following the date fixed for such determination. For the purposes of this
		paragraph (1), the number of Common Shares at any time outstanding shall not
		include shares held in the treasury of the Company but shall include shares
		issuable in respect of scrip certificates issued in lieu of fractions of Common
		Shares. The Company will not pay any dividend or make any distribution on
		Common Shares held in the treasury of the Company.

	  

	 (2) In case
		the Company shall issue rights or warrants to all holders of its Common Shares
		entitling them to subscribe for or purchase Common Shares at a price per share
		less than the current market price per Common Share (determined as provided in
		paragraph (6) of this Section) on the date fixed for the determination of
		shareholders entitled to receive such rights or warrants (other than pursuant
		to a dividend reinvestment plan), the conversion price in effect at the opening
		of business on the day following the date fixed for such determination shall be
		reduced by multiplying such conversion price by a fraction of which the
		numerator shall be the number of Common Shares outstanding at the close of
		business on the date fixed for such determination plus the number of Common
		Shares which the aggregate of the offering price of the total number of Common
		Shares so offered for subscription or purchase would purchase at such current
		market price and the denominator shall be the number of Common Shares
		outstanding at the close of business on the date fixed for such determination
		plus the number of Common Shares so offered for subscription or purchase, such
		reduction to become effective immediately after the opening of business on the
		day following the date fixed for such determination. For the purposes of this
		paragraph (2), the number of Common Shares at any time outstanding shall not
		include shares held in the treasury of the Company but shall include shares
		issuable in respect of scrip certificates issued in lieu of


	 
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	 fractions
		of Common Shares. The Company will not issue any rights or warrants in respect
		of Common Shares held in the treasury of the Company.

	  

	 (3) In case
		outstanding Common Shares shall be subdivided into a greater number of Common
		Shares, the conversion price in effect at the opening of business on the day
		following the day upon which such subdivision becomes effective shall be
		proportionately reduced, and, conversely, in case outstanding Common Shares
		shall each be combined into a smaller number of Common Shares, the conversion
		price in effect at the opening of business on the day following the day upon
		which such combination becomes effective shall be proportionately increased,
		such reduction or increase, as the case may be, to become effective immediately
		after the opening of business on the day following the day upon which such
		subdivision or combination becomes effective.

	  

	 (4) In case
		the Company shall, by dividend or otherwise, distribute to all holders of its
		Common Shares evidences of its indebtedness or assets (including securities,
		but excluding any rights or warrants referred to in paragraph (2) of this
		Section, any dividend or distribution paid in cash out of the earned surplus of
		the Company and any dividend or distribution referred to in paragraph (1) of
		this Section), the conversion price shall be adjusted so that the same shall
		equal the price determined by multiplying the conversion price in effect
		immediately prior to the close of business on the date fixed for the
		determination of shareholders entitled to receive such distribution by a
		fraction of which the numerator shall be the current market price per Common
		Share (determined as provided in paragraph (6) of this Section) on the date
		fixed for such determination less the then fair market value (as determined by
		the Board of Directors, whose determination shall be conclusive and described
		in a Board Resolution filed with the Trustee) of the portion of the assets or
		evidences of indebtedness so distributed applicable to one Common Share and the
		denominator shall all be such current market price per Common Share, such
		adjustment to become effective immediately prior to the opening of business on
		the day following the date fixed for the determination of shareholders entitled
		to receive such distribution. 

	  

	 (5) The
		reclassification of Common Shares into securities other than Common Shares
		(other than any reclassification upon a consolidation or merger to which
		Section 14.11 applies) shall be deemed to involve (a) a distribution of such
		securities other than Common Shares to all holders of Common Shares (and the
		effective date of such reclassification shall be deemed to be “the date
		fixed for the determination of shareholders entitled to receive such
		distribution” and the “date fixed for such determination” within
		the meaning of paragraph (4) of this Section), and (b) a subdivision or
		combination, as the case may be, of the number of Common Shares outstanding
		immediately prior to such reclassification into the number of Common Shares
		outstanding immediately thereafter (and the effective date of such
		reclassification shall be deemed to be “the day upon which such
		subdivision becomes effective” or “the day upon which such
		combination becomes effective”, as the case may be, such “the day
		upon which such subdivision or combination becomes effective” within the
		meaning of paragraph (3) of this Section).


	 
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	 (6) For the
		purpose of any computation under paragraphs (2) and (4) of this Section, the
		current market price per Common Share on any day shall be deemed to be the
		average of the daily closing prices for the five consecutive trading days
		(i.e.,
		Business Days on which the Common Shares are traded) selected by the Board of
		Directors commencing not more than 20 trading days before, and ending not later
		than, the earlier of the day in question and the day before the “ex”
		date with respect to the issuance or distribution requiring such computation.
		For this purpose, the term “‘ex’ date”, when used with
		respect to any issuance or distribution, shall mean the first date on which the
		Common Shares trade regular way on the applicable exchange or in the applicable
		market without the right to receive such issuance or distribution. The closing
		price for each day shall be the reported last sale price regular way or, in
		case no such reported sale takes place on such day, the average of the reported
		closing bid and asked prices regular way, in either case on the New York Stock
		Exchange or, if the Common Shares are not listed or admitted to trading on such
		Exchange, on the principal national securities exchange on which the Common
		Shares are listed or admitted to trading or, if not listed or admitted to
		trading on any national securities exchange, on the Nasdaq Stock Market or, if
		the Common Shares are not listed or admitted to trading on any national
		securities exchange or quoted on the Nasdaq Stock Market, the average of the
		closing bid and asked prices in the over-the-counter market as furnished by any
		New York Stock Exchange member firm selected from time to time by the Board of
		Directors for that purpose.

	  

	 (7) The
		Company may make such reductions in the conversion price, in addition to those
		required by paragraphs (1), (2), (3) and (4) of this Section, as it considers
		to be advisable in order to avoid or diminish any income tax to any holders of
		Common Shares resulting from any dividend or distribution of stock or issuance
		of rights or warrants to purchase or subscribe for stock or from any event
		treated as such for income tax purposes or for any other reasons. The Company
		shall have the power to resolve any ambiguity or correct any error in this
		paragraph (7) and its actions in so doing shall be final and
		conclusive.

	  

	 (8) No
		adjustment in the conversion price shall be required unless such adjustment
		would require an increase or decrease of at least one percent in such
		conversion price; provided,
		however, that
		any adjustments which by reason of this paragraph (8) is not required to be
		made shall be carried forward and taken into account in any subsequent
		adjustment. All calculations under this Article shall be made to the nearest
		cent or to the nearest 1/100 of a share, as the case may be.

	  

	 Section
		14.05 Notice
		of Adjustments of Conversion Price.


	  

	 Whenever
		the conversion price is adjusted as herein provided:

	  

	 
			 	
				(a)

					
				the
				  Company shall compute the adjusted conversion price in accordance with Section
				  14.04 and shall prepare a certificate signed by the Treasurer of the Company
				  setting forth the adjusted conversion price and showing in reasonable detail
				  the facts upon which such adjustment is based, and such certificate shall
				  forthwith be filed at each office or agency maintained for the purpose of
				  conversion of Securities pursuant to Section 10.02; and
 

 


	 
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				(b)

					
				a notice
				  stating that the conversion price has been adjusted and setting forth the
				  adjusted conversion price shall forthwith be required, and as soon as
				  practicable after it is required, such notice shall be mailed by the Company to
				  all Holders at their last addresses as they shall appear in the Security
				  Register.
 

 

	 


	 Section
		14.06 Notice
		of Certain Corporate Action.


	  

	 In
		case:

	  

	 
			 	
				(a)

					
				the
				  Company shall declare a dividend (or any other distribution) on its Common
				  Shares payable otherwise than in cash out of its earned surplus;
				  or
 

 

	 


	 
			 	
				(b)

					
				the
				  Company shall authorize the granting to the holders of its Common Shares of
				  rights or warrants to subscribe for or purchase any shares of capital stock of
				  any class or of any other rights; or
 

 

	 


	 
			 	
				(c)

					
				of any
				  reclassification of the Common Shares of the Company (other than a subdivision
				  or combination of its outstanding Common Shares), or of any consolidation,
				  merger or share exchange to which the Company is a party and for which approval
				  of any shareholders of the Company is required, or of the sale or transfer of
				  all or substantially all of the assets of the Company; or
 

 

	 


	 
			 	
				(d)

					
				of the
				  voluntary or involuntary dissolution, liquidation or winding up of the
				  Company;
 

 

	 


	 
		
		  then the
			 Company shall cause to be filed at each office or agency maintained for the
			 purpose of conversion of Securities pursuant to Section 10.02, and shall cause
			 to be mailed to all Holders at their last addresses as they shall appear in the
			 Security Register, at least 20 days (or 10 days in any case specified in clause
			 (a) or (b) above) prior to the applicable record or effective date hereinafter
			 specified, a notice stating (x) the date on which a record is to be taken for
			 the purpose of such dividend, distribution, rights or warrants, or, if a record
			 is not to be taken, the date as of which the holders of Common Shares of record
			 to be entitled to such dividend, distribution, rights or warrants are to be
			 determined, or (y) the date on which such reclassification, consolidation,
			 merger, share exchange, sale, transfer, dissolution, liquidation or winding up
			 is expected to become effective, and the date as of which it is expected that
			 holders of Common Shares of record shall be entitled to exchange their Common
			 Shares for securities, cash or other property deliverable upon such
			 reclassification, consolidation, merger, share exchange, sale, transfer,
			 dissolution, liquidation or winding up. Neither the failure to give such notice
			 nor any defect therein shall affect the legality or validity of the proceedings
			 described in clauses (a) through (d) of this Section 14.06. If at the time the
			 Trustee shall not be the conversion agent, a copy of such notice shall also
			 forthwith be filed by the Company with the Trustee.
 
 

	 


	 
		Not less
		  than seven days prior to any date fixed for the determination of shareholders
		  entitled to receive such distribution, the Company shall cause to
		  be


		
		  69
		

		

		



		 

		filed at
		  each office or agency maintained for the purpose of conversion of Securities
		  pursuant to Section 10.02, and shall cause to be mailed to all Holders at their
		  last addresses as they shall appear in the Security Register, a notice stating
		  the date on which the such determination is to be made, and briefly describing
		  the import thereof. If at the time the Trustee shall not be the conversion
		  agent, a copy of such notice shall also forthwith be filed by the Company with
		  the Trustee.
 

	 


	 Section
		14.07 Company
		to Reserve Common Shares.


	  

	 The
		Company shall at all times reserve and keep available out of its authorized but
		unissued Common Shares, for the purpose of effecting the conversion of
		Securities, the full number of Common Shares then issuable upon the conversion
		of all Outstanding Securities which are convertible into Common
		Shares.

	 


	 Section
		14.08 Taxes
		on Conversions.


	  

	 The
		Company will pay any and all taxes that may be payable in respect of the issue
		or delivery of Common Shares on conversion of Securities pursuant hereto. The
		Company shall not, however, be required to pay any tax which may be payable in
		respect of any transfer involved in the issue and delivery of Common Shares in
		a name other than that of the Holder of the Security or Securities to be
		converted, and no such issue or delivery shall be made unless and until the
		Person requesting such issue has paid to the Company the amount of any such
		tax, or has established to the satisfaction of the Company that such tax has
		been paid.

	  

	 Section
		14.09 Covenant
		as to Common Shares.


	  

	 The
		Company covenants that all Common Shares which may be issued upon conversion of
		Securities will upon issue be fully paid and nonassessable and, except as
		provided in Section 14.08, the Company will pay all taxes, liens and charges
		with respect to the issue thereof.

	  

	 Section
		14.10 Cancellation
		of Converted Securities.


	  

	 All
		Securities delivered for conversion shall be delivered to the Trustee to be
		cancelled by or at the direction of the Trustee, which shall dispose of the
		same as provided in Section 3.09.

	  

	 Section
		14.11 Provisions
		in Case of Consolidation, Merger or Sale of Assets.


	  

	 In case
		of any consolidation of the Company with, or merger of the Company into, any
		other Person, any merger of another Person into the Company (other than a
		merger which does not result in any reclassification, conversion, exchange or
		cancellation of outstanding Common Shares of the Company) or any sale or
		transfer of all or substantially all of the assets of the Company, the Person
		formed by such consolidation or resulting from such merger or which acquires
		such assets, as the case may be, shall execute and deliver to the Trustee a
		supplemental indenture providing that the Holder of each convertible Security
		then outstanding shall have the right thereafter, during the period such
		Security shall be convertible as specified in Section 14.01, to convert such
		Security only into the kind and amount of securities, cash and
		other


	 
		70
	 

	 

	 



	  

	 property
		receivable upon such consolidation, merger, sale or transfer by a holder of the
		number of Common Shares of the Company into which such Security might have been
		converted immediately prior to such consolidation, merger, sale or transfer,
		assuming such holder of Common Shares of the Company failed to exercise his
		rights of election, if any, as to the kind or amount of securities, cash and
		other property receivable upon such consolidation, merger, sale or transfer
		(provided that if the kind or amount of securities, cash and other property
		receivable upon such consolidation, merger, sale or transfer is not the same
		for each Common Share of the Company in respect of which such rights of
		election shall not have been exercised (“non-electing share”), then
		for the purpose of this Section the kind and amount of securities, cash and
		other property receivable upon such consolidation, merger, sale or transfer by
		each non-electing share shall be deemed to be the kind and amount so receivable
		per share by a plurality of the non-electing shares). Such supplemental
		indenture shall provide for adjustments which, for events subsequent to the
		effective date of such supplemental indenture, shall be as nearly equivalent as
		may be practicable to the adjustments provided for in this Article. The above
		provisions of this Section shall similarly apply to successive consolidations,
		mergers, sales or transfers.

	  

	 Section
		14.12 Responsibility
		of Trustee.


	  

	 Neither
		the Trustee nor any conversion agent shall at any time be under any duty or
		responsibility to any Holder of Securities to determine whether any fact exists
		which may require any adjustment of the conversion price, or with respect to
		the nature or extent of any such adjustment when made, or with respect to the
		method employed, or herein or in any supplemental indenture provided to be
		employed, in making the same. Neither the Trustee nor any conversion agent
		shall be accountable with respect to the registration, validity or value (or
		the kind or amount) of any Common Shares, or of any securities or property,
		which may at any time be issued or delivered upon the conversion of any
		Security; and neither the Trustee nor any conversion agent makes any
		representation with respect thereto. Neither the Trustee nor any conversion
		agent shall be responsible for any failure of the Company to issue or transfer
		or deliver any Common Shares or share certificates or other securities or
		property or to make any cash payment upon the surrender of any Security for the
		purpose of conversion or to comply with any of the covenants of the Company
		contained in this Article XIV.

	  

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

	  

	 (Signature
		Page to Follow)


	 
		71
	 

	 

	 



	 
 

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

	  

	 
			 	 	 
	 	PRIMUS GUARANTY,
				LTD.
	 
 	 
 	 
 
	 	By:  	 /s/ Richard Claiden
	 	
				
Name: Richard Claiden
	 	Title:
				  Chief Financial Officer

 

	  

	 
		
		  	 	 	 
	 	DEUTSCHE BANK TRUST
				  COMPANY AMERICAS
	 
 	 
 	 
 
	 	By:  	 /s/ Wanda Camacho
	 	
				  
Name: Wanda Camacho
	 	Title:   Vice
				  President	 
	 	 	 
	 	By:  	 /s/ Richard Buckwalter
	 	
				  
Name: Richard Buckwalter
	 	Title:   Vice
				  President

 
 

	  

	 [Signature
		Page to Senior Indenture]