INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED, as ISSUER,

     

    INGERSOLL-RAND
      COMPANY LIMITED, as GUARANTOR

     

    and

     

    WELLS
      FARGO BANK, N.A., as TRUSTEE

    
       

      
        

      

    

     

    INDENTURE

     

    Dated
      as of August 12, 2008

     

    
      
        

      

    

     

    Senior
      Debt Securities

     

    
      
        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

     

    
      	 	
              Page

            
	 	 
	
              RECITALS
                OF THE COMPANY

            	
              1

            
	 	 
	
              ARTICLE
                ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                APPLICATION

            	
              1

            
	 	 	 
	
              SECTION
                101.

            	
              
                Definitions

              

            	
              1

            
	 	 
	
              Act

            	
              2

            
	 	 
	
              Affiliate

            	
              2

            
	 	 
	
              Attributable
                Debt

            	
              2

            
	 	 
	
              Authenticating
                Agent

            	
              2

            
	 	 
	
              Below
                Investment Grade Rating Event

            	
              2

            
	 	 
	
              Board
                of Directors

            	
              2

            
	 	 
	
              Board
                Resolution

            	
              2

            
	 	 
	
              Business
                Day

            	
              2

            
	 	 
	
              Calculation
                Agent

            	
              3

            
	 	 
	
              Change
                of Control

            	
              3

            
	 	 
	
              Change
                of Control Offer

            	
              4

            
	 	 
	
              Change
                of Control Payment Date

            	
              4

            
	 	 
	
              Change
                of Control Triggering Event

            	
              4

            
	 	 
	
              Commission

            	
              4

            
	 	 
	
              Common
                Shares

            	
              4

            
	 	 
	
              Company

            	
              4

            
	 	 
	
              Company
                Request

            	
              4

            
	 	 
	
              Company
                Order

            	
              4

            
	 	 
	
              Continuing
                Director

            	
              4

            
	 	 
	
              Corporate
                Trust Office

            	
              4

            
	 	 
	
              Defaulted
                Interest

            	
              5

            
	 	 
	
              Dollar

            	
              5

            
	 	 
	
              Event
                of Default

            	
              5

            
	 	 
	
              Exchange
                Act

            	
              5

            
	 	 
	
              Fitch

            	
              5

            
	 	 
	
              Funded
                Indebtedness

            	
              5

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Page

            
	 	 
	
              Global
                Security

            	
              5

            
	 	 
	
              Guarantee

            	
              5

            
	 	 
	
              Guarantor

            	
              5

            
	 	 
	
              Holder

            	
              5

            
	 	 
	
              Indenture

            	
              5

            
	 	 
	
              Interest

            	
              5

            
	 	 
	
              Interest
                Payment Date

            	
              5

            
	 	 
	
              Investment
                Grade

            	
              5

            
	 	 
	
              Judgment
                Currency

            	
              6

            
	 	 
	
              Maturity

            	
              6

            
	 	 
	
              Moody’s

            	
              6

            
	 	 
	
              Mortgage

            	
              6

            
	 	 
	
              Officer’s
                Certificate

            	
              6

            
	 	 
	
              Opinion
                of Counsel

            	
              6

            
	 	 
	
              Original
                Issue Discount Security

            	
              6

            
	 	 
	
              Outstanding

            	
              6

            
	 	 
	
              Paying
                Agent

            	
              7

            
	 	 
	
              Person

            	
              7

            
	 	 
	
              Place
                of Payment

            	
              7

            
	 	 
	
              Predecessor
                Security

            	
              7

            
	 	 
	
              Principal
                Property

            	
              8

            
	 	 
	
              Process
                Agent

            	
              8

            
	 	 
	
              Rating
                Agency

            	
              8

            
	 	 
	
              Redemption
                Date

            	
              8

            
	 	 
	
              Redemption
                Price

            	
              8

            
	 	 
	
              Regular
                Record Date

            	
              8

            
	 	 
	
              Required
                Currency

            	
              8

            
	 	 
	
              Responsible
                Officer

            	
              8

            
	 	 
	
              Restricted
                Subsidiary

            	
              8

            
	 	 
	
              S&P

            	
              8

            
	 	 
	
              Sale
                and Leaseback Transaction

            	
              8

            
	 	 
	
              Securities

            	
              9

            
	 	 
	
              Security
                Register

            	
              9

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Page

            
	 	 
	
              Security
                Registrar

            	
              9

            
	 	 
	
              shareholders
                equity in the Company and its consolidated Subsidiaries

            	
              9

            
	 	 
	
              Special
                Record Date

            	
              9

            
	 	 
	
              Stated
                Maturity

            	
              9

            
	 	 
	
              Subsidiary

            	
              9

            
	 	 
	
              Trigger
                Period

            	
              9

            
	 	 
	
              Trustee

            	
              9

            
	 	 
	
              Trust
                Indenture Act

            	
              9

            
	 	 
	
              U.S.
                Depositary

            	
              10

            
	 	 
	
              U.S.
                Government Obligations

            	
              10

            
	 	 
	
              Vice
                President

            	
              10

            
	 	 
	
              Voting
                Stock

            	
              10

            
	 	 	 
	
              SECTION
                102.

            	
              Compliance
                Certificates and Opinions

            	
              10

            
	 	 	 
	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee

            	
              11

            
	 	 	 
	
              SECTION
                104.

            	
              Acts
                of Holders

            	
              11

            
	 	 	 
	
              SECTION
                105.

            	
              Notices,
                Etc., to Trustee, Company and Guarantor

            	
              12

            
	 	 	 
	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver

            	
              12

            
	 	 	 
	
              SECTION
                107.

            	
              Conflict
                with Trust Indenture Act

            	
              13

            
	 	 	 
	
              SECTION
                108.

            	
              Effect
                of Headings and Table of Contents

            	
              13

            
	 	 	 
	
              SECTION
                109.

            	
              Successors
                and Assigns

            	
              13

            
	 	 	 
	
              SECTION
                110.

            	
              Separability
                Clause

            	
              13

            
	 	 	 
	
              SECTION
                111.

            	
              Benefits
                of Indenture

            	
              13

            
	 	 	 
	
              SECTION
                112.

            	
              Governing
                law

            	
              13

            
	 	 	 
	
              SECTION
                113.

            	
              Legal
                Holidays

            	
              14

            
	 	 	 
	
              SECTION
                114.

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

            	
              14

            
	 	 	 
	
              SECTION
                115.

            	
              Counterparts

            	
              14

            
	 	 	 
	
              SECTION
                116.

            	
              Currency
                Exchange

            	
              14

            
	 	 	 
	
              SECTION
                117.

            	
              Judgment
                Currency; Consent to Jurisdiction and Service

            	
              15

            
	 	 	 
	
              SECTION
                118.

            	
              Force
                Majeure

            	
              16

            
	 	 
	
              ARTICLE
                TWO - SECURITY FORMS

            	
              16

            
	 	 	 
	
              SECTION
                201.

            	
              Forms
                Generally

            	
              16

            
	 	 	 
	
              SECTION
                202.

            	
              Form
                of Face of Security

            	
              17

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                203.

            	
              Form
                of Reverse of Security

            	
              19

            
	 	 	 
	
              SECTION
                204.

            	
              Form
                of Trustee’s Certificate of Authentication

            	
              29

            
	 	 	 
	
              SECTION
                205.

            	
              Securities
                in Global Form

            	
              29

            
	 	 	 
	
              SECTION
                206.

            	
              Guarantee;
                Form of Guarantee

            	
              29

            
	 	 
	
              ARTICLE
                THREE - THE SECURITIES

            	
              31

            
	 	 	 
	
              SECTION
                301.

            	
              Amount
                Unlimited; Issuable in Series

            	
              31

            
	 	 	 
	
              SECTION
                302.

            	
              Denominations

            	
              33

            
	 	 	 
	
              SECTION
                303.

            	
              Execution,
                Authentication, Delivery and Dating

            	
              34

            
	 	 	 
	
              SECTION
                304.

            	
              Temporary
                Securities

            	
              35

            
	 	 	 
	
              SECTION
                305.

            	
              Registration,
                Registration of Transfer and Exchange

            	
              36

            
	 	 	 
	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	
              38

            
	 	 	 
	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights Preserved

            	
              39

            
	 	 	 
	
              SECTION
                308.

            	
              Persons
                Deemed Owners

            	
              40

            
	 	 	 
	
              SECTION
                309.

            	
              Cancellation

            	
              41

            
	 	 	 
	
              SECTION
                310.

            	
              Computation
                of Interest

            	
              41

            
	 	 	 
	
              SECTION
                311.

            	
              CUSIP
                Numbers

            	
              41

            
	 	 
	
              ARTICLE
                FOUR - SATISFACTION AND DISCHARGE

            	
              41

            
	 	 	 
	
              SECTION
                401.

            	
              Satisfaction
                and Discharge of Indenture

            	
              41

            
	 	 	 
	
              SECTION
                402.

            	
              Application
                of Trust Money

            	
              43

            
	 	 	 
	
              SECTION
                403.

            	
              Satisfaction,
                Discharge and Defeasance of Securities of any Series

            	
              44

            
	 	 	 
	
              SECTION
                404.

            	
              Reinstatement

            	
              45

            
	 	 
	
              ARTICLE
                FIVE - REMEDIES

            	
              46

            
	 	 	 
	
              SECTION
                501.

            	
              Events
                of Default

            	
              46

            
	 	 	 
	
              SECTION
                502.

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              47

            
	 	 	 
	
              SECTION
                503.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	
              49

            
	 	 	 
	
              SECTION
                504.

            	
              Trustee
                May File Proofs of Claim

            	
              49

            
	 	 	 
	
              SECTION
                505.

            	
              Trustee
                May Enforce Claims Without Possession of Securities

            	
              50

            
	 	 	 
	
              SECTION
                506.

            	
              Application
                of Money Collected

            	
              50

            
	 	 	 
	
              SECTION
                507.

            	
              Limitation
                on Suits

            	
              51

            
	 	 	 
	
              SECTION
                508.

            	
              Unconditional
                Right of Holders to Receive Principal, Premium and
                Interest

            	
              52

            
	 	 	 
	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies

            	
              52

            
	 	 	 
	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative

            	
              52

            


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver

            	
              52

            
	 	 	 
	
              SECTION
                512.

            	
              Control
                by Holders

            	
              52

            
	 	 	 
	
              SECTION
                513.

            	
              Waiver
                of Past Defaults

            	
              53

            
	 	 	 
	
              SECTION
                514.

            	
              Undertaking
                for Costs

            	
              53

            
	 	 	 
	
              SECTION
                515.

            	
              Waiver
                of Stay or Extension Laws

            	
              53

            
	 	 
	
              ARTICLE
                SIX - THE TRUSTEE

            	
              54

            
	 	 	 
	
              SECTION
                601.

            	
              Certain
                Duties and Responsibilities

            	
              54

            
	 	 	 
	
              SECTION
                602.

            	
              Notice
                of Defaults

            	
              55

            
	 	 	 
	
              SECTION
                603.

            	
              Certain
                Rights of Trustee

            	
              55

            
	 	 	 
	
              SECTION
                604.

            	
              Not
                Responsible for Recitals or Issuance of Securities

            	
              56

            
	 	 	 
	
              SECTION
                605.

            	
              May
                Hold Securities

            	
              57

            
	 	 	 
	
              SECTION
                606.

            	
              Money
                Held in Trust

            	
              57

            
	 	 	 
	
              SECTION
                607.

            	
              Compensation
                and Reimbursement

            	
              57

            
	 	 	 
	
              SECTION
                608.

            	
              Disqualification;
                Conflicting Interests

            	
              58

            
	 	 	 
	
              SECTION
                609.

            	
              Corporate
                Trustee Required; Different Trustees for Different Series;
                Eligibility

            	
              58

            
	 	 	 
	
              SECTION
                610.

            	
              Resignation
                and Removal; Appointment of Successor

            	
              59

            
	 	 	 
	
              SECTION
                611.

            	
              Acceptance
                of Appointment by Successor

            	
              60

            
	 	 	 
	
              SECTION
                612.

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
              61

            
	 	 	 
	
              SECTION
                613.

            	
              Preferential
                Collection of Claims Against the Company or the Guarantor

            	
              62

            
	 	 	 
	
              SECTION
                614.

            	
              Authenticating
                Agents

            	
              62

            
	 	 
	
              ARTICLE
                SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	
              63

            
	 	 	 
	
              SECTION
                701.

            	
              Company
                to Furnish Trustee Names and Addresses of Holders

            	
              63

            
	 	 	 
	
              SECTION
                702.

            	
              Preservation
                of Information; Communications to Holders

            	
              64

            
	 	 	 
	
              SECTION
                703.

            	
              Reports
                by Trustee

            	
              65

            
	 	 	 
	
              SECTION
                704.

            	
              Reports
                by Company

            	
              66

            
	 	 
	
              ARTICLE
                EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

            	
              67

            
	 	 	 
	
              SECTION
                801.

            	
              Company
                and Guarantor May Consolidate, Etc., on Certain Terms

            	
              67

            
	 	 	 
	
              SECTION
                802.

            	
              Securities
                to be Secured in Certain Events

            	
              68

            
	 	 	 
	
              SECTION
                803.

            	
              Successor
                Corporation to be Substituted

            	
              69

            
	 	 	 
	
              SECTION
                804.

            	
              Opinion
                of Counsel to be Given to Trustee

            	
              69

            


    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Page

            
	 	 
	
              ARTICLE
                NINE - SUPPLEMENTAL INDENTURES

            	
              69

            
	 	 	 
	
              SECTION
                901.

            	
              Supplemental
                Indentures without Consent of Holders

            	
              69

            
	 	 	 
	
              SECTION
                902.

            	
              Supplemental
                Indentures with Consent of Holders

            	
              71

            
	 	 	 
	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures

            	
              72

            
	 	 	 
	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures

            	
              72

            
	 	 	 
	
              SECTION
                905.

            	
              Conformity
                with Trust Indenture Act

            	
              72

            
	 	 	 
	
              SECTION
                906.

            	
              Reference
                in Securities to Supplemental Indentures

            	
              72

            
	 	 
	
              ARTICLE
                TEN - COVENANTS

            	
              73

            
	 	 	 
	
              SECTION
                1001.

            	
              Payment
                of Principal, Premium and Interest

            	
              73

            
	 	 	 
	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency

            	
              73

            
	 	 	 
	
              SECTION
                1003.

            	
              Money
                for Securities Payments to Be Held in Trust

            	
              73

            
	 	 	 
	
              SECTION
                1004.

            	
              Limitation
                on Liens

            	
              75

            
	 	 	 
	
              SECTION
                1005.

            	
              Limitation
                on Sale and Leaseback Transactions

            	
              77

            
	 	 	 
	
              SECTION
                1006.

            	
              Defeasance
                of Certain Obligations

            	
              78

            
	 	 	 
	
              SECTION
                1007.

            	
              Statement
                by Officer as to Default

            	
              79

            
	 	 	 
	
              SECTION
                1008.

            	
              Waiver
                of Certain Covenants

            	
              80

            
	 	 	 
	
              SECTION
                1009.

            	
              Calculation
                of Original Issue Discount

            	
              80

            
	 	 
	
              ARTICLE
                ELEVEN - REDEMPTION OF SECURITIES

            	
              80

            
	 	 	 
	
              SECTION
                1101.

            	
              Applicability
                of Article

            	
              80

            
	 	 	 
	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee

            	
              80

            
	 	 	 
	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to Be Redeemed

            	
              80

            
	 	 	 
	
              SECTION
                1104.

            	
              Notice
                of Redemption

            	
              81

            
	 	 	 
	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price

            	
              82

            
	 	 	 
	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date

            	
              82

            
	 	 	 
	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part

            	
              82

            
	 	 	 
	
              SECTION
                1108.

            	
              Offer
                to Redeem Upon Change of Control Triggering Event

            	
              82

            
	 	 
	
              ARTICLE
                TWELVE - SINKING FUNDS

            	
              84

            
	 	 	 
	
              SECTION
                1201.

            	
              Applicability
                of Article

            	
              84

            
	 	 	 
	
              SECTION
                1202.

            	
              Satisfaction
                of Sinking Fund Payments with Securities

            	
              85

            
	 	 	 
	
              SECTION
                1203.

            	
              Redemption
                of Securities for Sinking Fund

            	
              85

            
	 	 
	
              ARTICLE
                THIRTEEN - GUARANTEE

            	
              86

            
	 	 	 
	
              SECTION
                1301.

            	
              Guarantee

            	
              86

            
	 	 	 
	
              SECTION
                1302.

            	
              Execution
                and Delivery of Guarantee

            	
              87

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

       

    

    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                1303.

            	
              Notice
                to Trustee

            	
              87

            
	 	 	 
	
              SECTION
                1304.

            	
              This
                Article Not to Prevent Events of Default

            	
              88

            
	 	 	 
	
              SECTION
                1305.

            	
              Amendment,
                Etc

            	
              88

            
	 	 	 
	
              SECTION
                1306.

            	
              Limitation
                on Liability

            	
              88

            


    


    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    


    Reconciliation
      and tie between Trust Indenture Act of 1939 and Indenture, dated as of
      _________________.

     

    
      	
              Trust
                Indenture Act Section

            	 	
              Indenture
                Section

            
	
              §
                310(a)(1) 

              (a)(2)

              (a)(3)

              (a)(4)

              (b)

            	 	
               

              609

              609

              Not
                Applicable

              Not
                Applicable

              608,
                610

            
	
              §
                311(a) 

              (b)

              (b)(2)

            	 	
               

              613

              613

              703(a)

            
	
              §
                312(a) 

              (b)

              (c)

            	 	
               

              701,
                702(a)

              702(b)

              702(c)

            
	
              §
                313(a) 

              (b)(1)

              (b)(2)

              (c)

              (d)

            	 	
               

              703(a)

              Not
                Applicable

              703(a)

              703(a)

              703(b)

            
	
              §
                314(a) 

              (b)

              (c)(1)

              (c)(2)

              (c)(3)

              (d)

              (e)

            	 	
               

              704

              Not
                Applicable

              102

              102

              Not
                Applicable

              Not
                Applicable

              102

            
	
              §
                315(a) 

              (b)

              (c)

              (d)

              (d)(1)

              (d)(2)

              (d)(3)

              (e)

            	 	
               

              601(a)

              602

              601(b)

              601(c)

              601(c)(1)

              601(c)(2)

              601(c)(3)

              514

            
	
              §
                316(a)(1)(A) 

              (a)(1)(B)

              (a)(2)

              (b)

            	 	
               

              502,
                512

              513

              Not
                Applicable

              508

            
	
              §
                317(a)(1) 

              (a)(2)

              (b)

            	 	
               

              503

              504

              1003

            
	
              §
                318(a) 

            	 	
              107

            


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDENTURE,
      dated as of August 12, 2008 among INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED,
      a company duly organized and existing under the laws of Bermuda (herein called
      the “Company”), having a registered office at Clarendon House, 2 Church Street,
      Hamilton, HM11 Bermuda, INGERSOLL-RAND COMPANY LIMITED, a company duly organized
      and existing under the laws of Bermuda (herein called “IR Limited” or the
“Guarantor”), having a registered office at Clarendon House, 2 Church Street,
      Hamilton, HM11 Bermuda, and WELLS FARGO BANK, N.A., a national banking
      association, 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.

     

    The
      Guarantor directly owns beneficially 100% of the issued share capital of the
      Company.

     

    The
      Guarantor has duly authorized the execution and delivery of this Indenture
      to
      provide for the Guarantee of the Securities provided for herein.

     

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

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
      ONE

    -
      DEFINITIONS AND OTHER PROVISIONS

    OF
      GENERAL APPLICATION

     

    
      	
              SECTION
                101.

            	
              Definitions.

            


    

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    (4) 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, Clause
      or
      other subdivision.

     

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

     

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

     

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

     

    “Attributable
      Debt”
      has the
      meaning specified in Section 1004(c)(1).

     

    “Authenticating
      Agent”
      means
      any person authorized to authenticate and deliver Securities on behalf of the
      Trustee for the Securities of any series pursuant to Section 614.

     

    “Below
      Investment Grade Rating Event” means the Securities of the relevant series
cease
      to
      be
      rated
Investment
      Grade by at
      least
      two of the three
      Rating
      Agencies on any date during the Trigger
      Period.

     

    “Board
      of
      Directors”
      means
      either the board of directors of the Company or the Guarantor, as applicable,
      or
      an executive committee of such board of directors or any other duly authorized
      committee of that board of directors to which the powers of that board of
      directors have been lawfully delegated.

     

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

     

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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Calculation
      Agent” means any person authorized by the Company to determine the floating rate
      interest rate of the Securities. Initially, Wells Fargo Bank, N.A. shall act
      as
      calculation agent in connection with the Securities. The Calculation Agent
      shall
      serve as the calculation agent hereunder unless and until a successor
      calculation agent is appointed by the Company. 

    


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

     

    (i) the
      direct or indirect sale, lease, transfer, conveyance or other disposition (other
      than by way of merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the assets of the Guarantor and
      its
      subsidiaries taken as a whole to any “person” (as that term is used in Section
      13(d) and Section 14(d) of the Exchange Act) other than to the Guarantor or
      one
      of its subsidiaries; 

     

    (ii) the
      consummation of any transaction (including without limitation, any merger or
      consolidation) the result of which is that any “person” (as that term is used in
      Section 13(d) and Section 14(d) of the Exchange Act) becomes the “beneficial
      owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
      directly or indirectly, of more than 50% of the outstanding Voting Stock of
      the
      Guarantor, or other Voting Stock into which the Voting Stock of the Guarantor
      is
      reclassified, consolidated, exchanged or changed, measured by voting power
      rather than number of shares; 

     

    (iii) the
      first
      day on which the majority of the members of the Board of Directors of the
      Guarantor cease to be Continuing Directors;

     

    (iv) IR
      Limited consolidates with, or merges with or into, any person, or any person
      consolidates with, or merges with or into, IR Limited, in any such event
      pursuant to a transaction in which any of the outstanding Voting Stock of IR
      Limited or such other person is converted into or exchanged for cash, securities
      or other property, other than any such transaction where the shares of the
      Voting Stock of IR Limited outstanding immediately prior to such transaction
      constitute, or are converted into or exchanged for, a majority of the Voting
      Stock of the surviving person immediately after giving effect to such
      transaction; 

     

    (v) the
      adoption of a plan relating to the liquidation or dissolution of IR
      Limited;
      or

     

    (vi) the
      failure of IR Limited to own, directly or indirectly, at least 51% of the Voting
      Stock of the Company. 

     

    Notwithstanding
      the foregoing, a transaction will not be deemed to involve a Change of Control
      under Clause (2) above if (i) the Guarantor becomes a direct or
      indirect wholly-owned subsidiary of a holding company and (ii) the direct or
      indirect holders of the Voting Stock of such holding company immediately
      following that transaction are substantially the same as the holders of the
      Voting Stock of the Guarantor immediately prior to that transaction.



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Change
      of Control Offer” has the meaning specified in Section 1108(a).

     

    “Change
      of Control Payment Date” has the meaning specified in Section
      1108(b).

     

    “Change
      of Control Triggering Event” means the occurrence of both a Change of Control
      and a Below Investment Grade Rating Event. Notwithstanding the foregoing, no
      Change of Control Triggering Event will be deemed to have occurred in connection
      with any particular Change of Control unless and until such Change of Control
      has actually been consummated.

     

    “Commission”
      means
      the Securities and Exchange Commission, as from time to time constituted,
      created under the Exchange Act, or, if at any time after the execution of this
      Indenture 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.

     

    “Common
      Shares” means the common shares, par value $1 per share, of the
      Guarantor.

     

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

     

    “Company
      Request” or “Company Order”
      means,
      in the case of the Company, a written request or order signed in the name of
      the
      Company, by its Chairman of the Board of Directors, its President or a Vice
      President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
      Assistant Secretary, and delivered to the Trustee for the Securities of any
      series and, in the case of the Guarantor, a written request or order signed
      in
      the name of the Guarantor by the Guarantor’s Chairman of the Board of Directors,
      its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
      its Secretary or an Assistant Secretary and delivered to the Trustee for the
      Securities of any series.

     

    “Continuing
      Director” means, as of any date of determination, any member of the Board of
      Directors of the Guarantor who: (1) was a member of such Board of Directors
      on
      the date of the issuance of the Securities of the applicable series; or (2)
      was
      nominated for election or elected to such Board of Directors with the approval
      of a majority of the Continuing Directors who were members of such Board of
      Directors at the time of such nomination or election.

     

    “Corporate
      Trust Office”
      means
      the principal office of the Trustee for the Securities of any series at which
      at
      any particular time its corporate trust business shall be administered, which
      at
      the date of this Indenture is Wells Fargo Bank, N.A., Corporate Trust Services,
      45 Broadway, 14th
      Floor,
      New York, New York 10006, Attention: Corporate Trust Services.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Defaulted
      Interest”
      has the
      meaning specified in Section 307.

     

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

     

    “Event
      of
      Default”
      unless
      otherwise specified in the supplemental indenture, Board Resolution or Officer’s
      Certificate establishing a series of Securities, has the meaning specified
      in
      Section 501.

     

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

     

    “Fitch”
      means Fitch Inc., a subsidiary of Fimalac, S.A., and its
      successors.

     

    “Funded
      Indebtedness”
      means
      indebtedness created, assumed or guaranteed by a Person for money borrowed
      which
      matures by its terms, or is renewable by the borrower to a date, more than
      one
      year after the date of its original creation, assumption or
      guarantee.

     

    “Global
      Security” means a Security evidencing all or part of a series of Securities,
      including, without limitation, any temporary or permanent Global
      Securities.

     

    “Guarantee”
      means the guarantee by the Guarantor as endorsed on each Security and
      authenticated and delivered pursuant to this Indenture, which guarantee shall
      include the provisions set forth in Article Thirteen of this Indenture.
“Guaranteed” shall have a meaning correlative to the foregoing. 

     

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

     

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

     

    “Indenture”
      means
      this instrument as originally executed or as it may from time to time be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof and shall include the terms
      of
      particular series of Securities established as contemplated by Section
      301.

     

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

     

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

     

    “Investment
      Grade” means (1) a rating of Baa3 or better by Moody’s (or its equivalent under
      any successor rating category of Moody’s); (2) a rating of BBB- or better by
      S&P (or its equivalent under any successor rating category of
      S&P);
      and (3)
      a rating of BBB- or better by Fitch (or its equivalent under any successor
      rating category of Fitch).


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Judgment
      Currency” has the meaning specified in Section 117.

     

    “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.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and
      its successors.

     

    “Mortgage”
      has the
      meaning specified in Section 1004(c)(3).

     

    “Officer’s
      Certificate”
means,
      in the case of the Company, a certificate signed by the Chairman of the Board
      of
      Directors, the President or a Vice President of the Company, and in the case
      of
      the Guarantor, a certificate signed by the Chairman of the Board of Directors,
      the President or a Vice President of the Guarantor, and, in each case, delivered
      to the Trustee for the Securities of any series. Each such certificate shall
      include the statements provided for in Section 102 if and to the extent required
      by this Indenture.

     

    “Opinion
      of Counsel”
means
      a
      written opinion of counsel, who may be an employee of or regular counsel for
      the
      Company or the Guarantor, as the case may be, or may be other counsel reasonably
      satisfactory to the Trustee for the Securities of any series. Each such opinion
      shall include the statements provided for in Section 102 if and to the extent
      required by this Indenture.

     

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

     

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

     

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

     

    (ii) Securities
      or portions thereof, for whose payment or redemption money in the necessary
      amount has been theretofore deposited with the Trustee for such Securities
      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 reasonably satisfactory
      to such Trustee has been made; and


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (iii) Securities
      which have been paid pursuant to Section 306 or in exchange for or in lieu
      of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall have
      been presented to the Trustee for such Securities 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 for such purposes
      shall be the amount of the principal thereof that would be due and payable
      as of
      the date of such determination upon a declaration of acceleration of the
      maturity thereof pursuant to Section 502, and (b) Securities owned by the
      Company, the Guarantor or any other obligor upon the Securities or any Affiliate
      of the Company, of the Guarantor or of such other obligor shall be disregarded
      and deemed not to be Outstanding, except that in determining whether the Trustee
      for such Securities shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Securities which
      a
      Responsible Officer of such Trustee actually knows to be so owned shall be
      so
      disregarded. Securities so owned as described in (b) above which have been
      pledged in good faith may be regarded as Outstanding if the pledgee establishes
      to the satisfaction of such Trustee the pledgee’s right so to act with respect
      to such Securities and that the pledgee is not the Company, the Guarantor or
      any
      other obligor upon the Securities or any Affiliate of the Company or of such
      other obligor. 

     

    “Paying
      Agent”
      means
      any person authorized by the Company to pay the principal of (and premium,
      if
      any, on) or interest, if any, on any Securities on behalf of the
      Company.

     

    “Person”
      means any individual, corporation, partnership, joint venture, 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 premium, if any, on) and interest, if any, on the
      Securities of that series are payable as specified in or as contemplated by
      Section 301.

     

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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Principal
      Property”
      means
      any manufacturing plant or other manufacturing facility of the Guarantor or
      any
      Restricted Subsidiary, which plant or facility is located within the United
      States of America, except any such plant or facility which the Board of
      Directors of the Guarantor by resolution declares is not of material importance
      to the total business conducted by the Guarantor and its Restricted
      Subsidiaries.

     

    “Process
      Agent” has the meaning specified in Section 117.

     

    “Rating
      Agency” means each of Moody’s, S&P and Fitch; provided,
      that if
      any of Moody’s, S&P and Fitch ceases to rate the Securities of a series or
      fails to make a rating of the Securities of a series publicly available for
      reasons outside of the Company’s and the Guarantor’s control, a “nationally
      recognized statistical rating organization,” within the meaning of Rule
      15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
      replacement agency for Moody’s, S&P or Fitch, or any of them, as the case
      may be, with respect to making a rating of the Securities of such
      series.

     

    “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, exclusive of accrued and unpaid
      interest.

     

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

     

    “Required
      Currency” has the meaning specified in Section 117.

     

    “Responsible
      Officer”
      when
      used with respect to the Trustee for the Securities of any series, means
any
      officer within the corporate trust department of such Trustee or any other
      officer of such Trustee who customarily performs functions similar to those
      performed by the Persons who at the time shall be such officers, respectively,
      or to whom any corporate trust matter is referred because of such person’s
      knowledge of and familiarity with the particular subject and who shall have
      direct responsibility for the administration of this Indenture.

     

    “Restricted
      Subsidiary”
      means
      any Subsidiary which owns a Principal Property excluding
      however,
      any
      corporation the greater part of the operating assets of which are located,
      or
      the principal business of which is carried on, outside the United States of
      America.
      For the
      avoidance of doubt, the Company is a Restricted Subsidiary.

     

    “S&P”
      means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., and its successors. 

     

    “Sale
      and
      Leaseback Transaction”
      has the
      meaning specified in Section 1005.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


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

     

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

     

    “shareholders’
      equity in the Guarantor and its consolidated Subsidiaries” has the meaning
      specified in Section 1004(c)(2). 

     

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

     

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

     

    “Subsidiary”
      means
      any corporation of which at least a majority of the outstanding stock having
      voting power under ordinary circumstances to elect a majority of the board
      of
      directors of said corporation shall at the time be owned by the Guarantor or
      by
      the Guarantor and one or more Subsidiaries or by one or more Subsidiaries of
      the
      Guarantor.

     

    “Trigger
      Period” means the period commencing 60 days prior to
      the
      first public announcement by the Guarantor of any Change of Control (or pending
      Change of Control) and ending 60 days following the consummation of such Change
      of Control (which Trigger
      Period
      will be
      extended if the rating of the Securities of that series is under publicly
      announced consideration for possible downgrade by any
      Rating
      Agency on such 60th day, such extension to last with
      respect to each Rating Agency until
      the
      date on which such
      Rating
      Agency considering such possible downgrade either (x) rates the Securities
      of
      that series below Investment Grade or (y) publicly announces that it is no
      longer considering the Securities of that series for possible downgrade;
provided,
      that no
      such extension will occur if on such 60th day the Securities of that series
      are
      rated Investment Grade not subject to review for possible downgrade by any
      Rating Agency).

     

    “Trustee”
      means
      the person named as the “Trustee” in the first paragraph of this Indenture until
      a successor trustee shall have become such pursuant to the applicable provisions
      of this Indenture, and thereafter “Trustee” shall mean or include each person
      who is then a Trustee hereunder, 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 such Trustee with respect to those series of Securities with respect
      to which it is serving as Trustee.

     

    “Trust
      Indenture Act”
      means
      the Trust Indenture Act of 1939 as in force at the date as of which this
      Indenture was executed, except as provided in Section 905.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “U.S.
      Depositary” means a clearing agency registered under the Exchange Act, or any
      successor thereto, which shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter “U.S. Depositary” shall mean or
      include each Person who is then a U.S. Depositary hereunder, and if at any
      time
      there is more than one such Person, “U.S. Depositary” as used with respect to
      the Securities of any series shall mean the U.S. Depositary with respect to
      the
      Securities of that series.

     

    “U.S.
      Government Obligations”
      means
      direct obligations of the United States for the payment of which its full faith
      and credit is pledged, or obligations of a person controlled or supervised
      by
      and acting as an agency or instrumentality of the United States and the payment
      of which is unconditionally guaranteed by the United States.

     

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

     

    “Voting
      Stock” of any specified person as of any date means the capital stock of such
      person that is at the time entitled to vote generally in the election of the
      board of directors of such person.

     

    
      	
              SECTION
                102.

            	
              Compliance
                Certificates and Opinions.

            


    

     

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

     

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

     

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

     

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

     

    (3) a
      statement that, in the opinion of each such individual, he has made such
      examination or investigation as is necessary to enable him or her 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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee.

            


    

     

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

     

    Any
      certificate or opinion of an officer of the Company or the Guarantor may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his or her certificate or opinion is
      based are erroneous. Any such certificate or Opinion of Counsel may be based,
      insofar as it relates to factual matters, upon a certificate or opinion of,
      or
      representations by, an officer or officers of the Company or the Guarantor,
      as
      the case may be, stating that the information with respect to such factual
      matters is in the possession of the Company or the Guarantor, as the case may
      be, unless such counsel knows, 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 instructions under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    
      	
              SECTION
                104.

            	
              Acts
                of Holders.

            


    

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an 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
      for
      the appropriate series of Securities and, where it is hereby expressly required,
      to the Company or the Guarantor. 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 601)
      conclusive in favor of such Trustee, the Guarantor and the Company, if made
      in
      the manner provided in this Section.

     

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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


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

     

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

     

    
      	
              SECTION
                105.

            	
              Notices,
                Etc., to Trustee, Company and Guarantor.

            


    

     

    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:

     

    (1) the
      Trustee for a series of Securities by any Holder or by the Company or the
      Guarantor shall be sufficient for every purpose hereunder if made, given,
      furnished or filed in writing (including telecopy) to or with such Trustee
      at
      its Corporate Trust Office, 

     

    (2) the
      Company by such Trustee, or by any Holder shall be sufficient for every purpose
      hereunder (unless otherwise herein expressly provided) if in writing (including
      telecopy) and sent by registered or certified mail, prepaid, to the Company
      addressed to it care of the Guarantor at the address of the Guarantor specified
      in the first paragraph of this Indenture or at any other address previously
      furnished in writing to such Trustee by the Company, or

     

    (3) the
      Guarantor by such Trustee, or by any Holder shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if in writing
      (including telecopy) and sent by registered or certified mail, prepaid, to
      the
      Guarantor addressed to it at the address of its office specified in the first
      paragraph of this Indenture or at any other address previously furnished in
      writing to such Trustee by the Guarantor.

     

    
      	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver.

            


    

     

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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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 for such
      Securities shall constitute a sufficient notification for every purpose
      hereunder.

     

    
      	
              SECTION
                107.

            	
              Conflict
                with Trust Indenture Act.

            


    

     

    If
      any
      provision hereof limits, qualifies or conflicts with another provision hereof
      which is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

    
      	
              SECTION
                108.

            	
              Effect
                of Headings and Table of Contents.

            


    

     

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

     

    
      	
              SECTION
                109.

            	
              Successors
                and Assigns.

            


    

     

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

     

    
      	
              SECTION
                110.

            	
              Separability
                Clause.

            


    

     

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

     

    
      	
              SECTION
                111.

            	
              Benefits
                of Indenture.

            


    

     

    Nothing
      in this Indenture or in the Securities or the Guarantee, 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
                112.

            	
              Governing
                Law.

            


    

     

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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                113.

            	
              Legal
                Holidays.

            


    

     

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

     

    
      	
              SECTION
                114.

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

            


    

     

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

     

    
      	
              SECTION
                115.

            	
              Counterparts.

            


    

     

    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.

     

    
      	
              SECTION
                116.

            	
              Currency
                Exchange.

            


    

     

    If,
      in
      determining whether the Holders of the requisite principal amount of Securities
      have given any request, demand, authorization, direction, notice, consent or
      waiver hereunder, it becomes necessary to determine the principal amount of
      Securities of any series denominated in any coin or currency other than that
      of
      the United States of America, such principal amount shall be computed by
      converting such coin or currency into coin or currency of the United States
      of
      America based upon the rate of exchange in effect at the office of the Trustee
      for such Securities in New York, New York at 10:00 A.M., New York City time,
      or
      as close to such time as is reasonably practicable, on the date of initial
      issuance of such series of Securities.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                117.

            	
              Judgment
                Currency; Consent to Jurisdiction and
                Service.

            


    

     

    (a) Each
      of
      the Company and the Guarantor agrees, to the fullest extent that it may
      effectively do so under applicable law, that (a) if for the purpose of obtaining
      judgment in any court it is necessary to convert the sum due in respect of
      the
      principal of or interest on the Securities of any series (the “Required
      Currency”) into a currency in which a judgment will be rendered (the “Judgment
      Currency”), the rate of exchange used shall be the rate at which in accordance
      with normal banking procedures the Trustee for such Securities could purchase
      in
      The City of New York the Required Currency with the Judgment Currency at 10:00
      A.M. New York City time, or as close to such time as is reasonably practicable,
      on the day on which final unappealable judgment is entered, unless such day
      is
      not a New York Banking Day, then, to the extent permitted by applicable law,
      the
      rate of exchange used shall be the rate at which in accordance with normal
      banking procedures such Trustee could purchase in The City of New York the
      Required Currency with the Judgment Currency at 10:00 A.M. New York City time,
      or as close to such time as is reasonably practicable, on the New York Banking
      Day preceding the day on which final unappealable judgment is entered and (b)
      its obligations under this Indenture to make payments in the Required Currency
      (i) shall not be discharged or satisfied by any tender, or any recovery pursuant
      to any judgment (whether or not entered in accordance with this Subsection
      (a)),
      in any currency other than the Required Currency, except to the extent that
      such
      tender or recovery shall result in the actual receipt, by the payee, of the
      full
      amount of the Required Currency expressed to be payable in respect of such
      payments, (ii) shall be enforceable as an alternative or additional cause of
      action for the purpose of recovering in the Required Currency the amount, if
      any, by which such actual receipt shall fall short of the full amount of the
      Required Currency so expressed to be payable and (iii) shall not be affected
      by
      judgment being obtained for any other sum due under this Indenture. For purposes
      of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday
      or a legal holiday in The City of New York or a day on which banking
      institutions in The City of New York are authorized or required by law or
      executive order to close.

     

    (b) To
      the
      fullest extent permitted by applicable law, each of the Company and the
      Guarantor hereby irrevocably submits to the jurisdiction of any federal or
      state
      court located in the Borough of Manhattan in The City of New York, New York
      in
      any suit, action or proceeding based on or arising out of or relating to this
      Indenture or any Securities or any Guarantee and irrevocably agrees that all
      claims in respect of such suit or proceeding may be determined in any such
      court. Each of the Company and the Guarantor irrevocably waives, to the fullest
      extent permitted by law, any objection which it may have to the laying of the
      venue of any such suit, action or proceeding brought in an inconvenient forum.
      Each of the Company and the Guarantor agrees that final judgment in any such
      suit, action or proceeding brought in such a court shall be conclusive and
      binding upon the Company and/or the Guarantor, as applicable, and may be
      enforced in the courts of Bermuda (or any other courts to the jurisdiction
      of
      which the Company or the Guarantor, as applicable, is subject) by a suit upon
      such judgment, provided,
      that
      service of process is effected upon the Company and/or the Guarantor, as
      applicable, in the manner specified herein or as otherwise permitted by law.
      Each of the Company and the Guarantor hereby irrevocably designates and appoints
      Ingersoll-Rand Company, 155 Chestnut Ridge Road, Montvale, New Jersey 07645
      (the
“Process Agent”) as their authorized agent for purposes of this Section 117(b),
      it being understood that the designation and appointment of the Process Agent
      as
      such authorized agent shall become effective immediately without any further
      action on the part of the Company or the Guarantor. Each of the Company and
      the
      Guarantor further agrees that service of process upon the Process Agent and
      written notice of said service to the Company and/or the Guarantor, as
      applicable, mailed by prepaid registered first class mail or delivered to the
      Process Agent at its principal office, shall be deemed in every respect
      effective service of process upon the Company and/or the Guarantor, as
      applicable, in any such suit or proceeding. Each of the Company and the
      Guarantor further agrees to take any and all action, including the execution
      and
      filing of any and all such documents and instruments as may be necessary, to
      continue such designation and appointment of the Process Agent in full force
      and
      effect so long as the Company and/or the Guarantor, as applicable, has any
      outstanding obligations under this Indenture. To the extent the Company and/or
      the Guarantor, as applicable, has or hereafter may acquire any immunity from
      jurisdiction of any court or from any legal process (whether through service
      of
      notice, attachment prior to judgment, attachment in aid of execution, executor
      or otherwise) with respect to itself or its property, each of the Company and
      the Guarantor hereby irrevocably waives such immunity in respect of its
      obligations under this Indenture to the extent permitted by
      law.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                118.

            	
              Force
                Majeure.

            


    

     

    In
      no
      event shall the Trustee be responsible or liable for any failure or delay in
      the
      performance of its obligations hereunder arising out of or caused by, directly
      or indirectly, forces beyond its control, including, without limitation,
      strikes, work stoppages, acts of war or terrorism, civil or military
      disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
      loss or malfunctions of utilities, communications or computer (software and
      hardware) services; it being understood that the Trustee shall use reasonable
      efforts which are consistent with accepted practices in the banking industry
      to
      resume performance as soon as practicable under the circumstances.

     

    ARTICLE
      TWO

    -
      SECURITY FORMS

     

    
      	
              SECTION
                201.

            	
              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 of the Company or in one or more indentures supplemental hereto,
      in
      each case with such appropriate insertions, omissions, substitutions and other
      variations as are required or permitted by this Indenture, and may have such
      letters, numbers or other marks of identification and such legends or
      endorsements placed thereon as may be required to comply with the rules of
      any
      securities exchange or as may, consistently herewith, be determined by the
      officer executing such Securities, as evidenced by his or her execution of
      such
      Securities.

     

    The
      certificate of authentication of the Trustee for any series of Securities shall
      be in substantially the form set forth in this Article.

     

    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 officer executing such Securities, as evidenced by their execution of such
      Securities.

     

    The
      definitive Guarantee 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 Guarantee, as evidenced by their execution of such
      Guarantee.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                202.

            	
              Form
                of Face of Security.

            


    

     

    INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED 

     

    [Title
      of
      the Security]

     

    
      	
              No.
                

            	
              CUSIP
                No. _____________

            	
              $____________

            


    

     

    INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED, a company duly organized and existing under
      the
      laws of Bermuda (herein called the “Company”, which term includes any successor
      company 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
      __________________
      __,
      ______
      (the
“Original Issue Date”),]
      or
      from the most recent Interest Payment Date to which interest has been paid
      or
      duly provided for, [semiannually
      on ______________ and ______________]
      [quarterly on _________, __________, ___________ and ____________]
      in each
      year, commencing _______
      __,
_____,
      at
      [If the Security is to bear interest at a fixed rate insert—the rate per annum
      provided in the title hereof] [If the Security is to bear interest at a floating
      rate, insert— [a rate of [Insert Floating Rate] per annum], until the principal
      hereof is paid or made available for payment. [If
      applicable insert — , and, subject to the terms of the Indenture, at
[the
      rate
      per annum provided in the title hereof]
      [such
      rate]
      on any
      overdue principal and premium and (to the extent that the payment of such
      interest shall be legally enforceable) 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 _________]
      [________, _________, ________ or ___________]
      (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment
      Date. Any such interest not so punctually paid or duly provided for will
      forthwith cease to be payable to the Holder on such Regular Record Date and
      may
      either be paid to the person in whose name this Security (or one or more
      Predecessor Securities) is registered at the close of business on a Special
      Record Date for the payment of such Defaulted Interest to be fixed by the
      Trustee, notice whereof shall be given to Holders of Securities of this series
      not less than 10 days prior to such Special Record Date, or be paid at any
      time
      in any other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities of this series may be listed, and
      upon such notice as may be required by such exchange, all as more fully provided
      in said Indenture].

     

    [If
      the
      Security is to bear interest at a fixed rate prior to Maturity, insert —
Interest
      shall be computed on the basis of a year of twelve 30-day months.]
      [If the
      Security is to bear interest at a floating rate prior to Maturity, insert —
Interest shall be computed on the basis of the actual number of days in the
      relevant interest period and a 360-day year.] 


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    [If
      the
      Security is to bear interest at a floating rate prior to Maturity, insert — The
      [insert Floating Rate] will be reset [insert period time as set forth in a
      Board
      Resolution of the Company] on each Interest Payment Date (each an “Interest
      Reset Date”), beginning on ________ __, _____. The interest rate for the period
      from and including the Original Issue Date to and excluding the first Interest
      Payment Date shall be ______ per annum (the “Initial Interest Rate”). The
      _________ Business Day preceding an Interest Reset Date will be the “Interest
      Determination Date” for that Interest Reset Date. The interest rate in effect on
      each day that is not an Interest Reset Date will be the interest rate determined
      as of the Interest Determination Date pertaining to the immediately preceding
      Interest Reset Date or the Initial Interest Rate, as the case may be. The
      interest rate in effect on any day that is an Interest Reset Date will be the
      interest rate determined as of the Interest Determination Date pertaining to
      that Interest Reset Date. 

     

    Wells
      Fargo Bank, N.A. shall act as calculation agent (together with its successors
      in
      that capacity, the “Calculation Agent”) in connection with the Securities. The
      Calculation Agent shall serve as the calculation agent hereunder unless and
      until a successor calculation agent is appointed by the Company. The following
      definitions shall be used by the Calculation Agent in its determination of
      the
      interest rate: [insert definitions for floating rate determination].
      ]

     

    [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 [yield to maturity]% per annum (to the extent that the payment of such
      interest shall be legally enforceable), which shall accrue from the date of
      such
      default in payment to the date payment of such principal has been made or duly
      provided for. Interest on any overdue principal shall be payable on demand.
      Any
      such interest on any overdue principal that is not so paid on demand shall
      bear
      interest at the rate of [yield to maturity]% per annum (to the extent that
      the
      payment of such interest shall be legally enforceable), which shall accrue
      from
      the date of such demand for payment to the date payment of such interest has
      been made or duly provided for, and such interest shall also be payable on
      demand.]

     

    Payment
      of the principal of (and premium, if any, on) and interest, if any, on this
      Security will be made at the office or agency of the Company maintained for
      that
      purpose in [the Borough of Manhattan, The City of New York], in [coin or
      currency], 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.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


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

     

    [Seal]

    


    
      	
              INGERSOLL-RAND
                GLOBAL HOLDING COMPANY LIMITED

            
	 	 
	
              By

            	 


    

     

    
      	
              SECTION
                203.

            	
              Form
                of Reverse of Security.

            


    

     

    INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED

     

    [Title
      of
      the 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 _______________ (herein called the “Indenture”), among
      the Company, Ingersoll-Rand Company Limited ( herein called the “Guarantor”,
      which term includes any successor guarantor under the Indenture) and Wells
      Fargo
      Bank, N.A., 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 Guarantor, 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, limited in
      aggregate principal amount to ___________.

     

    [If
      applicable, insert – The Securities of this series are subject to
      redemption upon not less than 30 or more than 60 days’ notice by mail to the
      Holders of such Securities at their addresses in the Security Register for
      such
      series, [if applicable, insert - (1) on __________ in any year commencing with
      the year ____ and ending with the year ____ through operation of the sinking
      fund for this series at a Redemption Price equal to 100% of the principal
      amount, and (2)] at any time [on or after _________________, 20__], as a whole
      or in part, at the election of the Company, at the following Redemption Prices
      (expressed as percentages of the principal amount):

     

    If
      redeemed [on or before _____________, ____% and if redeemed] during the 12-month
      period beginning ____________________:

     

    
      	
              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 and unpaid
      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.]


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    [If
      applicable, insert - The Securities of this series are subject to redemption
      upon not less than 30 or more than 60 days’ notice by mail to the Holders of
      such Securities at their addresses in the Security Register for such series,
      (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 [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
      ______________________:

     

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

     

    [If
      applicable, insert - The Securities of this series are subject to redemption
      upon not less than 30 or more than 60 days’ notice by mail to the Holders of
      such Securities at their addresses in the Security Register for such series,
      at
      any time, as a whole or in part, at the election of the Company, at a Redemption
      Price equal to the greater of:

     

    (i)
      100%
      of the principal amount of the Securities to be redeemed, or 

     

    (ii)
      as
      determined by the Quotation Agent (as defined below), the sum of the present
      values of the remaining scheduled payments of principal and interest on the
      Securities to be redeemed (not including any portion of payments of interest
      accrued as of the Redemption Date) from the Redemption Date to the date of
      Maturity, discounted to the Redemption Date on a semi-annual basis assuming
      a
      360-day year consisting of twelve 30-day months at a discount rate equal to
      the
      Adjusted Treasury Rate (as defined below) plus ___ basis points.



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Interest
      will cease to accrue on the Securities or portions of the Securities called
      for
      redemption on and after the Redemption Date. 

     

    “Adjusted
      Treasury Rate” means, with respect to any Redemption Date, the rate per year
      equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
      Issue, assuming a price for the Comparable Treasury Issue (expressed as a
      percentage of its principal amount) equal to the Comparable Treasury Price
      for
      that Redemption Date.

     

    “Comparable
      Treasury Issue” means the United States Treasury security selected by the
      Quotation Agent as having a maturity comparable to the remaining term of the
      Securities to be redeemed that would be used, at the time of selection and
      in
      accordance with customary financial practice, in pricing new issues of corporate
      debt securities of comparable maturity to the remaining term of such
      Securities.

     

    “Comparable
      Treasury Price” means, with respect to any Redemption Date, (i) the average of
      the Reference Treasury Dealer Quotations for that Redemption Date, after
      excluding the highest and lowest of the Reference Treasury Dealer Quotations,
      or
      (ii) if the Trustee obtains fewer than four Reference Treasury Dealer
      Quotations, the average of the Reference Treasury Dealer Quotations so
      received.

     

    “Quotation
      Agent” means J.P. Morgan Securities Inc.

     

    “Reference
      Treasury Dealer” means (i) each of Credit Suisse Securities (USA) LLC, Goldman,
      Sachs & Co. and J.P. Morgan Securities Inc., and their respective
      successors, unless any of them ceases to be a primary U.S. Government securities
      dealer in New York City (a “Primary Treasury Dealer”), in which case the Company
      shall substitute another Primary Treasury Dealer, and (ii) any other Primary
      Treasury Dealers selected by the Quotation Agent. 

     

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

     

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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    [The
      sinking fund for this series provides for the redemption on ________________
      in
      each year beginning with the year ________ and ending with the year _______
      of
      [not less than] _________ [(“mandatory sinking fund”) and, at the option of the
      Company, not more than _______] aggregate principal amount of Securities of
      this
      series. [Securities of this series acquired or redeemed by the Company otherwise
      than through [mandatory] sinking fund payments may be credited against
      subsequent [mandatory] sinking fund payments otherwise required to be made
      in
      the order in which they become due.]

     

    [In
      the
      event of redemption of this Security in part only, a new Security or Securities
      of this series for the unredeemed portion hereof will be issued in the name
      of
      the Holder hereof upon the cancellation hereof.]

     

    The
      Securities of this series are subject to redemption upon the occurrence of
      a
      Change of Control Triggering Event. Unless the Company has exercised its right
      to redeem this Security in full as described above, the Indenture provides
      that
      each Holder of the Securities of this series will have the right to require
      the
      Company to purchase all or a portion of such Holder’s Securities of this series
      pursuant to the offer described below (the “Change of Control Offer”) at a
      purchase price equal to 101% of the principal amount thereof plus accrued and
      unpaid interest, if any, to the date of purchase, subject to the rights of
      Holders of Securities of this series on the relevant record date to receive
      interest due on the relevant Interest Payment Date.

     

    Within
      30
      days following the date upon which the Change of Control Triggering Event
      occurred, or at the Company’s option, prior to any Change of Control but after
      the public announcement of the pending Change of Control, the Company will
      be
      required to send, by first class mail, a notice to each Holder of the Securities
      of this series, with a copy to the Trustee, which notice will govern the terms
      of the Change of Control Offer. Such notice will state, among other things,
      the
      purchase date, which must be no earlier than 30 days nor later than 60 days
      from
      the date such notice is mailed, other than as may be required by law (the
“Change of Control Payment Date”). The notice, if mailed prior to the date of
      consummation of the Change of Control, will state that the Change of Control
      Offer is conditioned on the Change of Control being consummated on or prior
      to
      the Change of Control Payment Date. 

     

    Holders
      electing to have Securities purchased pursuant to a Change of Control Offer
      will
      be required to surrender their Securities, with the form below entitled “Option
      of Holder to Elect Purchase” completed, to the Paying Agent at the address
      specified in the notice, or transfer their Securities to the Paying Agent by
      book-entry transfer pursuant to the applicable procedures of the Paying Agent,
      prior to the close of business on the third business day prior to the Change
      of
      Control Payment Date. 

     

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

     

    
      	 	
              1.

            	
              accept
                for payment all Securities of this series (or portions of Securities
                of
                this series) properly tendered pursuant to the Change of Control
                Offer;
                

            


    

     

    
      	 	
              2.

            	
              deposit
                with the Paying Agent an amount equal to the aggregate payment in
                respect
                of all Securities of this series (or portions of Securities of this
                series) properly tendered pursuant to the Change of Control Offer;
                and

            


    

     

    
      	 	
              3.

            	
              deliver
                or cause to be delivered to the Trustee the Securities of this series
                properly accepted for purchase, together with an officer’s certificate
                stating the aggregate principal amount of Securities of this series
                (or
                portions of Securities of this series) being purchased.
                

            


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    The
      Paying Agent will promptly mail to each Holder of properly tendered Securities
      the purchase price for the Securities, and the Trustee will promptly
      authenticate and mail (or cause to be transferred by book-entry) to each such
      Holder new Securities equal in principal amount to any unpurchased portion
      of
      any Securities surrendered; provided,
      that
      each new Security will be in a principal amount of $2,000 or an integral
      multiple of $1,000 thereof.

     

    The
      Company will not be required to make a Change of Control Offer if a third party
      makes such an offer in the manner, at the times and otherwise in compliance
      with
      the requirements for such an offer made by the Company and such third party
      purchases all properly tendered Securities of this series not withdrawn under
      its offer. 

     

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

     

    For
      purposes of the Change of Control Offer provisions of the Securities, the
      following terms will be applicable: 

     

    “Below
      Investment Grade Rating Event” means the Securities of this series cease to be
      rated Investment Grade by at least two of the three Rating Agencies on any
      date
      during the Trigger Period.

    


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

     

    
      	 	
              1.

            	
              the
                direct or indirect sale, lease, transfer, conveyance or other disposition
                (other than by way of merger or consolidation), in one or a series
                of
                related transactions, of all or substantially all of the assets of
                the
                Guarantor and its subsidiaries taken as a whole to any “person” (as that
                term is used in Section 13(d) and Section 14(d) of the Exchange Act)
                other
                than to the Guarantor or one of its subsidiaries;
                

            


    

     

    
      	 	
              2.

            	
              the
                consummation of any transaction (including without limitation, any
                merger
                or consolidation) the result of which is that any “person” (as that term
                is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes
                the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the
                Exchange Act), directly or indirectly, of more than 50% of the outstanding
                Voting Stock of the Guarantor, or other Voting Stock into which the
                Voting
                Stock of the Guarantor is reclassified, consolidated, exchanged or
                changed, measured by voting power rather than number of shares;
                

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	 	
              3.

            	
              the
                first day on which the majority of the members of the board of directors
                of the Guarantor cease to be Continuing
                Directors;

            


    

     

    
      	 	
              4.

            	
              IR
                Limited consolidates with, or merges with or into, any person, or
                any
                person consolidates with, or merges with or into, IR Limited, in
                any such
                event pursuant to a transaction in which any of the outstanding Voting
                Stock of IR Limited or such other person is converted into or exchanged
                for cash, securities or other property, other than any such transaction
                where the shares of the Voting Stock of IR Limited outstanding immediately
                prior to such transaction constitute, or are converted into or exchanged
                for, a majority of the Voting Stock of the surviving person immediately
                after giving effect to such transaction;


            


    

     

    
      	 	
              5.

            	
              the
                adoption of a plan relating to the liquidation or dissolution of
                IR
                Limited; or

            


    

     

    
      	 	
              6.

            	
              the
                failure of IR Limited to own, directly or indirectly, at least 51%
                of the
                Voting Stock of the Company.

            


    

     

    Notwithstanding
      the foregoing, a transaction will not be deemed to involve a Change of Control
      under clause (2) above if (i) the Guarantor becomes a direct or
      indirect wholly-owned subsidiary of a holding company and (ii) the direct or
      indirect holders of the Voting Stock of such holding company immediately
      following that transaction are substantially the same as the holders of the
      Voting Stock of the Guarantor immediately prior to that transaction.


     

    “Change
      of Control Triggering Event” means the occurrence of both a Change of Control
      and a Below Investment Grade Rating Event. Notwithstanding the foregoing, no
      Change of Control Triggering Event will be deemed to have occurred in connection
      with any particular Change of Control unless and until such Change of Control
      has actually been consummated.

     

    “Continuing
      Director” means, as of any date of determination, any member of the board of
      directors of the Guarantor who: (1) was a member of such board of directors
      on
      the date of the issuance of the Securities of this series; or (2) was nominated
      for election or elected to such board of directors with the approval of a
      majority of the Continuing Directors who were members of such board of directors
      at the time of such nomination or election.

     

    “Fitch”
      means Fitch Inc., a subsidiary of Fimalac, S.A., and its
      successors.

     

    “Investment
      Grade” means (1) a rating of Baa3 or better by Moody’s (or its equivalent under
      any successor rating category of Moody’s); (2) a rating of BBB- or better by
      S&P (or its equivalent under any successor rating category of S&P); and
      (3) a rating of BBB- or better by Fitch (or its equivalent under any successor
      rating category of Fitch).

    


    “Moody’s”
      means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and
      its successors.

     

    “Rating
      Agency” means each of Moody’s, S&P and Fitch; provided,
      that if
      any of Moody’s, S&P and Fitch ceases to rate the Securities of a series or
      fails to make a rating of the Securities of a series publicly available for
      reasons outside of the Company’s and the Guarantor’s control, a “nationally
      recognized statistical rating organization,” within the meaning of Rule
      15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
      replacement agency for Moody’s, S&P or Fitch, or any of them, as the case
      may be, with respect to making a rating of the Securities of such
      series.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    “S&P”
      means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., and its successors. 

     

    “Trigger
      Period” means the period commencing 60 days prior to the first public
      announcement by the Guarantor of any Change of Control (or pending Change of
      Control) and ending 60 days following the consummation of such Change of Control
      (which Trigger Period will be extended if the rating of the Securities of this
      series is under publicly announced consideration for possible downgrade by
      any
      Rating Agency on such 60th day, such extension to last with respect to each
      Rating Agency until the date on which such Rating Agency considering such
      possible downgrade either (x) rates the Securities of this series below
      Investment Grade or (y) publicly announces that it is no longer considering
      the
      Securities of this series for possible downgrade; provided,
      that no
      such extension will occur if on such 60th day the Securities of this series
      are
      rated Investment Grade not subject to review for possible downgrade by any
      Rating Agency). 

     

    “Voting
      Stock” of any specified person as of any date means the capital stock of such
      person that is at the time entitled to vote generally in the election of the
      board of directors of such person.

     

    The
      Indenture contains provisions for defeasance of (a) the entire indebtedness
      of
      this Security and (b) certain restrictive covenants upon compliance by the
      Company with certain conditions set forth therein.

     

    [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 (the “Acceleration Amount”)
      may be declared due and payable in the manner and with the effect provided
      in
      the Indenture. In case of a declaration of acceleration on or before _______,
      ________ or on _______in any year, the Acceleration Amount per
        principal amount at Stated Maturity
      of the Securities shall be equal to the amount set forth in respect of such
      date
      below:

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	 	
              Date
                of declaration

            	 	
              Acceleration
                

              Amount
                per

              principal
                amount

              at
                Stated Maturity

            	 
	 	 	 	 	 
	 	 	 	 	 


    


    and
      in
      case of a declaration of acceleration on any other date, the Acceleration Amount
      shall be equal to the Acceleration Amount as of the next preceding date set
      forth in the table above, plus accrued original issue discount (computed in
      accordance with generally accepted accounting principles in effect on
      __________) from such next preceding date to the date of declaration at the
      yield to maturity. For the purpose of this computation the yield to maturity
      is
      ______%. Upon payment (i) of the Acceleration Amount so declared due and payable
      and (ii) of interest on any overdue principal and overdue interest (in each
      case
      to the extent that the payment of such interest shall be legally enforceable),
      all of the Company’s obligations in respect of the payment of the principal of
      and interest, if any, on the Securities of this series shall
      terminate.]

     

    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 Guarantor and the rights of the Holders of the Securities of each series
      to
      be affected under the Indenture at any time by the Company, the Guarantor and
      the Trustee with the consent of the Holders of a majority in principal amount
      of
      the Securities at the time Outstanding of all series to be affected. The
      Indenture also contains provisions permitting the Holders of specified
      percentages in principal amount of the Securities at the time Outstanding of
      all
      series to be affected, on behalf of the Holders of all Securities of such
      series, to waive compliance by the Company and the Guarantor 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.

     

    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, on) and
      interest, if any, on this Security at the times, place and rate, and in the
      coin
      or currency, herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of (and premium, if any, on)
      and
      interest, if any, 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 or her attorney
      duly authorized in writing, and thereupon one or more new Securities of this
      series, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees.

     

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


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


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

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company
      [,the
      Guarantor,] the Trustee and any agent of the Company [, the Guarantor] 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
      none
      of the Company [, the Guarantor,] the Trustee or any such agent shall be
      affected by notice to the contrary.

     

    No
      recourse for the payment of the principal of (and premium, if any, on) or
      interest, if any, on this Security [or the Guarantee endorsed hereon], or for
      any claim based hereon or thereon or otherwise in respect hereof or thereof,
      and
      no recourse under or upon any obligation, covenant or agreement of the Company
      or the Guarantor in the Indenture or in any indenture supplemental thereto,
      or
      in any Security [or in the Guarantee], or because of the creation of any
      indebtedness represented thereby, shall be had against any incorporator,
      shareholder, officer or director, as such, past, present or future, of the
      Company [or the Guarantor] or of any successor corporation, either directly
      or
      through the Company [or the Guarantor] or any successor corporation, whether
      by
      virtue of any constitution, statute or rule of law, or by the enforcement of
      any
      assessment or penalty or otherwise, all such liability being, by the acceptance
      hereof and as part of the consideration for the issue hereof, expressly waived
      and released.

     

    THIS
      SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK.

     

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

     

    In
      the
      event that a provision of this Security conflicts with the Indenture, the terms
      of the Indenture will govern.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Option
      of Holder to Elect Purchase 

     

    If
      you
      want to elect to have this Security purchased by the Company pursuant to Section
      1108 of the Indenture, check the box below: 

     

    o

     

    If
      you
      want to elect to have only part of the Security purchased by the Company
      pursuant to Section 1108 of the Indenture, state the amount you elect to have
      purchased: 

     

    $___________
      

     

    Date:_______________
      

    

      
        	
                Your
                  Signature:

              	 
	 	
                (Sign
                  exactly as your name

              
	 	
                appears
                  on the face of this

              
	 	
                Security)

              
	 	 
	
                Tax
                  Identification No.: 

              	  



      

    

     

    Signature
      Guarantee:** ________________________

     

    
      
        

      

    

    
      	
              **

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


            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                204.

            	
              Form
                of Trustee’s Certificate of Authentication.

            


    

     

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

     

    Dated:

     

    
      	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 
	
              By

            	 
	 	
              Authorized
                Signatory

            


    

     

    
      	
              SECTION
                205.

            	
              Securities
                in Global Form.

            


    

     

    If
      any
      Security of a series is issuable in global form, such Global Security may
      provide that it shall represent the aggregate amount of Outstanding Securities
      from time to time endorsed thereon and may also provide that the aggregate
      amount of Outstanding Securities represented thereby may from time to time
      be
      reduced to reflect exchanges. Any endorsement of a Global Security to reflect
      the amount, or any increase or decrease in the amount, of Outstanding Securities
      represented thereby shall be made by the Trustee of such series of Securities
      and in such manner as shall be specified in such Global Security. Any
      instructions by the Company with respect to a Global Security, after its initial
      issuance, shall be in writing but need not comply with Section 102.

     

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

     

    
      	
              SECTION
                206.

            	
              Guarantee;
                Form of Guarantee.

            


    

     

    The
      Guarantor by its execution of this Indenture hereby agrees with each Holder
      of a
      Security of each series authenticated and delivered by the Trustee of such
      series of Securities and with such Trustee on behalf of each such Holder, to
      be
      unconditionally bound by the terms and provisions of the Guarantee set forth
      below and authorizes such Trustee to confirm such Guarantee to the Holder of
      each such Security by its execution and delivery of each such Security, with
      such Guarantee endorsed thereon, authenticated and delivered by such
      Trustee.

     

    The
      Guarantee to be endorsed on the Security shall, subject to Section 201, be
      in
      substantially the form set forth below:

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    GUARANTEE

    OF

    INGERSOLL-RAND
      COMPANY LIMITED

     

    For
      value
      received, Ingersoll-Rand Company Limited, a company duly organized and existing
      under the laws of Bermuda (herein called the “Guarantor”, which term includes
      any successor Person under the Indenture referred to in the Security upon which
      this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees
      to the Holder of the Security upon which this Guarantee is endorsed and to
      the
      Trustee for itself and on behalf of each such Holder the due and punctual
      payment of the principal of (and premium, if any, on) and interest on such
      Security and the due and punctual payment of the sinking fund or analogous
      payments referred to therein, if any, when and as the same shall become due
      and
      payable, whether at the Stated Maturity, by declaration of acceleration, call
      for redemption or otherwise, according to the terms thereof and of the Indenture
      referred to therein, and all other amounts owed under the Indenture, all in
      accordance with and subject to the terms and limitations of the Security on
      which this Guarantee is endorsed and Article Thirteen of the Indenture. In
      case
      of the failure of Ingersoll-Rand Global Holding Company Limited, a company
      duly
      organized under the laws of Bermuda (herein called the “Company”, which term
      includes any successor Person under such Indenture), promptly to make any such
      payment of principal (and premium, if any) or interest or any such sinking
      fund
      or analogous payment, the Guarantor hereby agrees to cause any such payment
      to
      be made promptly when and as the same shall become due and payable, whether
      at
      the Stated Maturity or by declaration of acceleration, call for redemption
      or
      otherwise, and as if such payment were made by the Company, subject to the
      terms
      and limitations of Article Thirteen of the Indenture.

     

    This
      Guarantee shall not be valid or obligatory for any purpose until the certificate
      of authentication of such Security shall have been manually executed by or
      on
      behalf of the Trustee under such Indenture.

     

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

     

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

     

    Executed
      and dated the date on this ___________ day of ________, 20___.

    

      
        	
                [Seal]

              	
                INGERSOLL-RAND
                  COMPANY LIMITED

              


      

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              By
                

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    
       

      
        

      



    Reference
      is made to Article Thirteen for further provisions with respect to the
      Guarantee.

     

    ARTICLE
      THREE

    -
      THE
      SECURITIES

     

    
      	
              SECTION
                301.

            	
              Amount
                Unlimited; Issuable in Series.

            


    

     

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

     

    The
      Securities may be issued in one or more series. The terms of each series of
      Securities shall be established either by an Officer’s Certificate or by a
      supplemental indenture. If the terms of a series of Securities are to be
      established pursuant to an Officer’s Certificate, one or more duly appointed
      officers of the Company and one or more duly appointed officers of the Guarantor
      shall execute and deliver to the Trustee such Officer’s Certificate, acting
      pursuant to authority granted to such officers by the Board of Directors of
      the
      Company and by the Board of Directors of the Guarantor. If the terms of a series
      of Securities are to be established pursuant to a supplemental indenture, such
      supplemental indenture shall be entered into in accordance with the provisions
      of Section 901 hereof. Such Officer’s Certificate or supplemental indenture
      (including any exhibits thereto) shall establish:

     

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

     

    (2) any
      limit
      upon the aggregate principal amount of the Securities of that 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 that series pursuant to Sections 304,
      305, 306, 906, or 1107);

     

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

     

    (4) 
      the rate
      or rates (or the manner of calculation thereof) at which the Securities of
      that
      series shall bear interest, if any, the date or dates from which such interest
      shall accrue, the Interest Payment Dates on which such interest shall be payable
      and the Regular Record Date for the interest payable on any Interest Payment
      Date;


    
      
        
        

      

      
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    (5) the
      place
      or places where the principal of (and premium, if any, on) and interest, if
      any,
      on Securities of that series shall be payable and where such Securities may
      be
      registered or transferred;

     

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

     

    (7) the
      obligation, if any, of the Company to redeem or purchase Securities of that
      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 that series shall
      be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

     

    (8) the
      right, if any, of the Company to redeem or purchase Securities of that series
      and the period or periods within which, the price or prices at which and the
      terms and conditions upon which Securities of that series shall be redeemed
      or
      purchased, in whole or in part, pursuant to such right;

     

    (9) if
      other
      than denominations of $2,000 and integral multiples of $1,000 in excess thereof,
      the denominations in which Securities of that series shall be
      issuable;

     

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

     

    (11) if
      other
      than such coin or currency of the United States of America, the currency or
      currency unit in which payment of the principal of (or premium, if any, on)
      or
      interest, if any, on the Securities of that series shall be payable or in which
      the Securities of that series shall be denominated and the particular provisions
      applicable thereto;

     

    (12) if
      the
      principal of (and premium, if any, on) or interest, if any, on the Securities
      of
      that series are to be payable, at the election of the Company, the Guarantor
      or
      a Holder thereof, in a coin or currency other than that in which the Securities
      are stated to be payable, the period or periods within which, and the terms
      and
      conditions upon which, such election may be made;

     

    (13) if
      the
      amount of payments of principal of (and premium, if any, on) or interest, if
      any, on the Securities of that series may be determined with reference to an
      index based on a coin or currency other than that in which the Securities are
      stated to be payable, the manner in which such amounts shall be
      determined;


    
      
        
        

      

      
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    (14) any
      provisions permitted by this Indenture relating to Events of Default or
      covenants of the Company with respect to such series of Securities (including
      deletions therefrom, modifications thereof or additions thereto, whether or
      not
      consistent with the Events of Default or covenants set forth
      herein);

     

    (15) if
      the
      Securities of that series shall be issued in whole or in part in the form of
      one
      or more Global Securities and, in such case, the U.S. Depositary for such Global
      Security or Securities; the manner in which and the circumstances under which
      Global Securities representing Securities of that series may be exchanged for
      Securities in definitive form, if other than, or in addition to, the manner
      and
      circumstances specified in Section 305; 

     

    (16) whether
      the Securities of that series will be convertible into Common Shares of the
      Company and/or exchangeable for other Securities, and if so, the terms and
      conditions upon which such Securities will be so convertible or exchangeable,
      and any deletions from or modifications or additions to this Indenture to permit
      or to facilitate the issuance of such convertible or exchangeable Securities
      or
      the administration thereof; 

     

    (17) the
      applicability of any guarantees other than the Guarantee;

     

    (18) if
      a
      Person other than Wells Fargo Bank, N.A. is to act as Trustee for the Securities
      of that series, the name and location of the Corporate Trust Office of such
      Trustee; and

     

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

     

    All
      Securities of any particular series shall be substantially identical except
      as
      to denomination and except as may otherwise be provided in or pursuant to such
      Board Resolution of the Company and the Guarantor and set forth in such
      Officer’s Certificate or in any such indenture supplemental hereto.

     

    If
      any of
      the terms of the series, including the form of Security of such series, are
      established by action taken pursuant to a Board Resolution of the Company and
      a
      Board Resolution of the Guarantor, a copy of an appropriate record of such
      action shall be certified by the Secretary or an Assistant Secretary of the
      Company and the Secretary or Assistant Secretary of the Guarantor and delivered
      to the Trustee for the Securities of such series at or prior to the delivery
      of
      the Company Order contemplated by Section 303 for the authentication and
      delivery of such series of Securities.


    
      	
              SECTION
                302.

            	
              Denominations.

            


    

     

    The
      Securities of each series shall be issuable in registered form without coupons
      in such denominations as shall be specified as contemplated by Section 301.
      In
      the absence of any such provisions with respect to the Securities of any series,
      the Securities of such series shall be issuable in denominations of $2,000
      and
      integral multiples of $1,000 in excess thereof.

     

    
      
         

      

      
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              SECTION
                303.

            	
              Execution,
                Authentication, Delivery and Dating.

            


    

     

    The
      Securities shall be executed, manually or by facsimile, on behalf of the Company
      by its Chairman of the Board of Directors, its President, one of its Vice
      Presidents or its Treasurer under its corporate seal reproduced thereon, by
      facsimile or otherwise, and which need not be attested. 

     

    The
      Guarantee endorsed on any Securities shall be executed, manually or by
      facsimile, on behalf of the Guarantor by its Chairman of the Board of Directors,
      its President or one of its Vice Presidents and by its Treasurer or one of
      its
      Assistant Treasurers or its Secretary or one of its Assistant Secretaries,
      under
      its corporate seal reproduced thereon, by facsimile or otherwise, and which
      need
      not be attested.

     

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

     

    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 the Securities of such series for authentication, together with
      a
      Company Order for the authentication and delivery of such Securities, and such
      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 of the Company
      and
      of the Guarantor, as the case may be, as permitted by Sections 201 and 301,
      in
      authenticating such Securities and accepting the additional responsibilities
      under this Indenture in relation to such Securities, such Trustee shall be
      entitled to receive, and (subject to Section 601) shall be fully protected
      in
      relying upon, an Opinion of Counsel of the Company and the Guarantor, as the
      case may be, stating:

     

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

     

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

     

    (c) that
      such
      Securities and the Guarantee endorsed thereon, when authenticated and delivered
      by such Trustee and issued by the Company and the Guarantor, as the case may
      be,
      in the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the Company
      and the Guarantor, as the case may be, respectively, enforceable in accordance
      with their terms, subject to bankruptcy, insolvency, reorganization and other
      laws of general applicability relating to or affecting the enforcement of
      creditors’ rights and to general equity principles;
      and


    
      
        
        

      

      
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    (d) that
      all
      laws and requirements in respect of the execution and delivery by the Company
      of
      such Securities and by the Guarantor of each Guarantee have been complied
      with.

     

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

     

    Notwithstanding
      the foregoing, if not all the Securities of any series are to be issued at
      one
      time, it shall not be necessary to deliver the Officer’s Certificate otherwise
      required pursuant to the foregoing or the Company Order and Opinion of Counsel
      otherwise required pursuant to the foregoing prior to or at the time of issuance
      of each Security, but such documents shall be delivered prior to or at the
      time
      of issuance of the first Security of such series.

     

    Each
      Security shall be dated the date of its authentication.

     

    No
      Security or Guarantee endorsed thereon shall be entitled to any benefit under
      this Indenture or be valid or obligatory for any purpose unless there appears
      on
      such Security a certificate of authentication substantially in the form provided
      for herein executed by the Trustee for the Securities of such series 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 and, together with the Guarantee, if any, endorsed thereon,
      is entitled to the benefits of this Indenture.

     

    
      	
              SECTION
                304.

            	
              Temporary
                Securities.

            


    

     

    Pending
      the preparation of definitive Securities of any particular series, the Company
      may execute, and upon Company Order the Trustee for the Securities of such
      series 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 having endorsed thereon a Guarantee executed by the
      Guarantor of the tenor of the definitive Guarantee, and with such appropriate
      insertions, omissions, substitutions and other variations as the officer
      executing such Securities may determine, as evidenced by his or her execution
      of
      such Securities.

     

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


    
      
        
        

      

      
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              SECTION
                305.

            	
              Registration,
                Registration of Transfer and Exchange.

            


    

     

    The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      for
      the Securities of each series a register (the register maintained at 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 for the Securities of each series 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 for the Securities of each series 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 having endorsed thereon a Guarantee
      executed by the Guarantor.

     

    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, 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 for the Securities of such series
      shall authenticate and deliver, the Securities which the Holder making the
      exchange is entitled to receive, and having endorsed thereon a Guarantee
      executed by the Guarantor.

     

    All
      Securities and the Guarantee endorsed thereon issued upon any registration
      of
      transfer or exchange of Securities and the Guarantee endorsed thereon, shall
      be
      the valid obligations of the Company and the Guarantor, respectively evidencing
      the same debt, and entitled to the same benefits under this Indenture, as the
      Securities and the Guarantee endorsed thereon 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 for the Securities of such
      series) 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 or her attorney duly authorized in
      writing.

     

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


    
      
        
        

      

      
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    The
      Company shall not be required (i) 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 1103 and ending at the close
      of business on the day of such mailing, or (ii) 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.

     

    If
      the
      Company shall establish pursuant to Section 301 that the Securities of a series
      are to be issued in whole or in part in the form of one or more Global
      Securities, then the Company shall execute (along with a Guarantee executed
      by
      the Guarantor endorsed thereon) and the Trustee for the Securities of such
      series shall, in accordance with Section 303 and the Company Order with respect
      to such series, authenticate and deliver one or more Global Securities in
      temporary or permanent form that (i) shall represent and shall be denominated
      in
      an amount equal to the aggregate principal amount of the Outstanding Securities
      of such series to be represented by one or more Global Securities, (ii) shall
      be
      registered in the name of the U.S. Depositary for such Global Security or
      Securities or the nominee of such depositary, and (iii) shall bear a legend
      substantially to the following effect: “This Security (and the related
      Guarantee) may not be transferred except as a whole by the Depositary to a
      nominee of the Depositary or by a nominee of the Depositary to the Depositary
      or
      another nominee of the Depositary or by the Depositary or any such nominee
      to a
      successor Depositary or a nominee of such successor Depositary, unless and
      until
      this Security is exchanged in whole or in part for Securities in definitive
      form” and such other legend as may be required by the U.S.
      Depositary.

     

    Notwithstanding
      any other provision of this Section, unless and until it is exchanged in whole
      or in part for Securities in definitive form, a Global Security (and the related
      Guarantee) representing all or a portion of the Securities of a series may
      not
      be transferred except as a whole by the U.S. Depositary for such series to
      a
      nominee of such depositary or by a nominee of such depositary to such depositary
      or another nominee of such depositary or by such depositary or any such nominee
      to a successor U.S. Depositary for such series or a nominee of such successor
      depositary.

     

    If
      at any
      time the U.S. Depositary for the Securities of a series notifies the Company
      that it is unwilling or unable to continue as U.S. Depositary for the Securities
      of such series or if any time the U.S. Depositary for Securities of a series
      shall no longer be a clearing agency registered and in good standing under
      the
      Exchange Act, or other applicable statute or regulation, the Company shall
      appoint a successor U.S. Depositary with respect to the Securities of such
      series. If a successor U.S. Depositary for the Securities of such series is
      not
      appointed by the Company within 90 days after the Company receives such notice
      or becomes aware of such condition, the Company will execute, and the Trustee
      for the Securities of such series, upon receipt of a Company Order for the
      authentication and delivery of definitive Securities of such series, will
      authenticate and deliver, Securities of such series in definitive form in an
      aggregate principal amount equal to the principal amount of the Global Security
      or Securities representing such series in exchange for such Global Security
      or
      Securities and having endorsed thereon a Guarantee executed by the
      Guarantor.


    
      
        
        

      

      
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    The
      Company may at any time and in its sole discretion determine that the Securities
      of any series issued in the form of one or more Global Securities shall no
      longer be represented by such Global Security or Securities. In such event,
      the
      Company will execute, and the Trustee for the Securities of such series, upon
      receipt of a Company Order for the authentication and delivery of definitive
      Securities of such series, will authenticate and deliver, Securities of such
      Series in definitive form and in an aggregate principal amount equal to the
      principal amount of the Global Security or Securities representing such series
      in exchange for such Global Security or Securities and having endorsed thereon
      a
      Guarantee executed by the Guarantor.

     

    If
      the
      Securities of any series shall have been issued in the form of one or more
      Global Securities and if an Event of Default with respect to the Securities
      of
      such series shall have occurred and be continuing, the Company will promptly
      execute, and the Trustee for the Securities of such series, upon receipt of
      a
      Company Order for the authentication and delivery of definitive Securities
      of
      such series, will authenticate and deliver Securities of such series in
      definitive form and in an aggregate principal amount equal to the principal
      amount of the Global Security or Securities representing such series in exchange
      for such Global Security or Securities and having endorsed thereon a Guarantee
      executed by the Guarantor.

     

    If
      specified by the Company pursuant to Section 301 with respect to Securities
      of a
      series, the U.S. Depositary for such series of Securities may surrender a Global
      Security for such series of Securities in exchange in whole or in part for
      Securities of such series in definitive form on such terms as are acceptable
      to
      the Company and such depositary. Thereupon, the Company shall execute and the
      Trustee for the Securities of such series shall authenticate and deliver,
      without charge:

     

    (i) to
      each
      Person specified by the U.S. Depositary a new registered Security or Securities
      of the same series, of an authorized denomination as requested by such Person
      in
      an aggregate principal amount equal to and in exchange for such Person’s
      beneficial interest in the Global Security and having endorsed thereon a
      Guarantee executed by the Guarantor; and

     

    (ii) to
      the
      U.S. Depositary a new Global Security in a denomination equal to the difference,
      if any, between the principal amount of the surrendered Global Security and
      the
      aggregate principal amount of Securities delivered to Holders thereof and having
      endorsed thereon a Guarantee executed by the Guarantor.

     

    Upon
      the
      exchange of a Global Security in whole for Securities in definitive form, such
      Global Security shall be canceled by the Trustee for the Securities of such
      series. Securities issued in exchange for a Global Security shall be registered
      in such names and in such authorized denominations as the U.S. Depositary for
      such Global Security, pursuant to instructions from its direct or indirect
      participants or otherwise, shall instruct the Trustee for the Securities of
      such
      series. Such Trustee shall deliver such Securities to the Persons in whose
      names
      such Securities are so registered.

     

    
      	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities.

            


    

     

    If
      any
      mutilated Security is surrendered to the Trustee for the series of such
      Securities, the Company shall execute and such 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,
      and
      having endorsed thereon a Guarantee executed by the Guarantor.


    
      
        
        

      

      
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    If
      there
      shall be delivered to the Company and the Trustee for the series of such
      Securities (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 such Trustee that such Security has been
      acquired by a bona fide purchaser, the Company shall execute and upon its
      request such Trustee shall authenticate and deliver, in lieu of any such
      destroyed, lost or stolen Security, a new Security of the same series and of
      like tenor and principal amount and bearing a number not contemporaneously
      outstanding, and having endorsed thereon a Guarantee executed by the
      Guarantor.

     

    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 for the series of such Securities) connected
      therewith.

     

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

     

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

     

    
      	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights Preserved.

            


    

     

    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:


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    (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 for the Securities of such series
      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 such Trustee an amount of money equal to
      the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or
      shall make arrangements reasonably satisfactory to such 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 such 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 such Trustee of the notice of the proposed
      payment. Such 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 or her 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 for the Securities of such series of the proposed payment pursuant
      to this Clause, such manner of payment shall be deemed practicable by such
      Trustee.

     

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

     

    
      	
              SECTION
                308.

            	
              Persons
                Deemed Owners.

            


    

     

    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Guarantor, the Trustee for such Security and any agent of the Company, the
      Guarantor or such 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 premium, if any, on) and (subject to Section 307) interest,
      if
      any, on such Security and for all other purposes whatsoever, whether or not
      such
      Security be overdue, and none of the Company, the Guarantor, such Trustee or
      any
      agent of the Company, the Guarantor or such Trustee shall be affected by notice
      to the contrary.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


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

     

    
      	
              SECTION
                309.

            	
              Cancellation.

            


    

     

    All
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or for credit against any sinking fund payment shall, if surrendered
      to
      any person other than the Trustee for such Securities, be delivered to such
      Trustee and shall be promptly cancelled by it. The Company or the Guarantor
      may
      at any time deliver to such Trustee for cancellation any Securities previously
      authenticated and delivered hereunder which the Company or the Guarantor may
      have acquired in any manner whatsoever, and all Securities so delivered shall
      be
      promptly cancelled by such 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 such Trustee shall be disposed of in accordance with such Trustee’s customary
      practices.

     

    
      	
              SECTION
                310.

            	
              Computation
                of Interest.

            


    

     

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

     

    
      	
              SECTION
                311.

            	
              CUSIP
                Numbers.

            


    

     

    The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee for such Securities shall use “CUSIP” numbers in
      notices of redemption as a convenience to Holders of such Securities;
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 in writing of any change in the “CUSIP”
numbers.

     

    ARTICLE
      FOUR

    -
      SATISFACTION AND DISCHARGE

     

    
      	
              SECTION
                401.

            	
              Satisfaction
                and Discharge of Indenture.

            


    

     

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


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    (1) either:

     

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

     

    (B) all
      such
      Securities not theretofore delivered to the Trustee for the Securities of such
      series 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 reasonably satisfactory
      to such Trustee for the giving of notice of redemption by such Trustee in the
      name, and at the expense, of the Company or the Guarantor; or

     

    (iv) are
      deemed paid and discharged pursuant to Section 403, as applicable,

     

    and
      the
      Company or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited
      or caused to be deposited with the Trustee for the Securities of such series
      as
      trust funds in trust for the purpose an amount of (a) money, or (b) in the
      case
      of (ii) or (iii) above and (except as provided in an indenture supplemental
      hereto) if no Securities of any series Outstanding are subject to repurchase
      at
      the option of Holders, (I) U.S. Government Obligations which through the payment
      of interest and principal in respect thereof in accordance with their terms
      will
      provide not later than one day before the Stated Maturity or Redemption Date,
      as
      the case may be, money in an amount, or (II) a combination of money or U.S.
      Government Obligations as provided in (I) above, in each case sufficient to
      pay
      and discharge the entire indebtedness on such Securities not theretofore
      delivered to such Trustee for cancellation, for principal (and premium, if
      any)
      and interest, if any, 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;


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


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

     

    (3) the
      Company or the Guarantor has delivered to the Trustee for the Securities of
      such
      series an Officer’s 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 of the Securities of each series under Section 607, the
      obligations of the Trustee to any Authenticating Agent under Section 614 and,
      if
      money or U.S. Government Obligations shall have been deposited with the Trustee
      of the Securities of any series pursuant to Subclause (B) of Clause (1) of
      this
      Section or if money or U.S. Government Obligations shall have been deposited
      with or received by the Trustee of the Securities of any series pursuant to
      Section 403, the obligations of such Trustee under Section 402 and the last
      paragraph of Section 1003 shall survive.

     

    
      	
              SECTION
                402.

            	
              Application
                of Trust Money.

            


    

     

    (a) Subject
      to the provisions of the last paragraph of Section 1003, all money or U.S.
      Government Obligations deposited with the Trustee of a particular series of
      Securities pursuant to Section 401, 403 or 1006 and all money received by the
      Trustee of a particular series of Securities in respect of U.S. Government
      Obligations deposited with the Trustee of that series of Securities pursuant
      to
      Section 401, 403 or 1006, 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
      or
      the Guarantor acting as its own Paying Agent) as such Trustee may determine,
      to
      the persons entitled thereto, of the principal (and premium, if any) and
      interest, if any, for whose payment such money has been deposited with or
      received by such Trustee or to make mandatory sinking fund payments or analogous
      payments as contemplated by Section 401, 403 or 1006.

     

    (b) The
      Company and the Guarantor shall pay and shall indemnify the Trustee of each
      series of Securities against any tax, fee, or other charge imposed on or
      assessed against U.S. Government Obligations deposited pursuant to Section
      401,
      403 or 1006 or the interest and principal received in respect of such
      obligations other than any payable by or on behalf of Holders.

     

    (c) The
      Trustee of each series of Securities shall deliver or pay to the Company or
      the
      Guarantor from time to time upon Company Request any U.S. Government Obligations
      or money held by it as provided in Section 401, 403 or 1006 which, in the
      opinion of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to such
      Trustee, are then in excess of the amount thereof which then would have been
      required to be deposited for the purpose for which such U.S. Government
      Obligations or money was deposited or received. This provision shall not
      authorize the sale by such Trustee of any U.S. Government Obligations held
      under
      this Indenture.


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                403.

            	
              Satisfaction,
                Discharge and Defeasance of Securities of any Series.

            


    

     

    The
      Company and the Guarantor shall be deemed to have paid and discharged the entire
      indebtedness on all the Outstanding Securities of any series and the Guarantee,
      respectively, on the 91st
      day
      after the date of the deposit referred to in subparagraph (a) hereof, and the
      provisions of this Indenture, as it relates to such Outstanding Securities
      of
      such series and the Guarantee, respectively, shall no longer be in effect (and
      the Trustee for the Securities of such series, at the expense of the Company
      or
      the Guarantor, shall at Company Request execute proper instruments acknowledging
      the same), except as to:

     

    (1) the
      rights of Holders of Securities of such series to receive, from the trust funds
      described in subparagraph (a) hereof, (i) payment of the principal of (and
      premium, if any, on) and each installment of principal of (and premium, if
      any,
      on) or interest, if any, on the Outstanding Securities of such series on the
      Stated Maturity of such principal or installment of principal or interest or
      to
      and including the Redemption Date irrevocably designated by the Company pursuant
      to subparagraph (e) hereof and (ii) the benefit of any mandatory sinking fund
      payments applicable to the Securities of such series on the day on which such
      payments are due and payable in accordance with the terms of this Indenture
      and
      the Securities of such series;

     

    (2) the
      Company’s obligations with respect to such Securities of such series under
      Sections 305, 306, and 1002 and, if the Company shall have irrevocably
      designated a Redemption Date pursuant to subparagraph (e) hereof, Sections
      1101,
      1104 and 1106 as they apply to such Redemption Date;

     

    (3) the
      Company’s obligations with respect to the Trustee for Securities of such series
      under Section 607; and

     

    (4) the
      rights, powers, trust and immunities of such Trustee hereunder and the duties
      of
      such Trustee under Section 402 and, if the Company shall have irrevocably
      designated a Redemption Date pursuant to subparagraph (e) hereof, Article Eleven
      and the duty of such Trustee to authenticate Securities of such series on
      registration of transfer or exchange;

     

    provided,
      that
      the following conditions shall have been satisfied:

     

    (a) the
      Company or the Guarantor has deposited or caused to be irrevocably deposited
      (except as provided in Section 402(c) and the last paragraph of Section 1003)
      with such Trustee as trust funds in trust, specifically pledged as security
      for,
      and dedicated solely to, the benefit of the Holders of the Securities of such
      series, (i) money in an amount, or (ii) (except as provided in a supplemental
      indenture with respect to such series) if Securities of such series are not
      subject to repurchase at the option of Holders, (A) U.S. Government Obligations
      which through the payment of interest and principal in respect thereof in
      accordance with their terms will provide not later than one day before the
      due
      date of any payment referred to in Clause (x) or (y) of this subparagraph (a)
      money in an amount or (B) a combination thereof, sufficient, in the opinion
      of a
      nationally recognized firm of independent certified public accountants expressed
      in a written certification thereof delivered to such Trustee, to pay and
      discharge (x) the principal of (and premium, if any, on) and each installment
      of
      principal of (and premium, if any, on) and interest, if any, on the Outstanding
      Securities of such series on the Stated Maturity of such principal or
      installment of principal or interest or to and including the Redemption Date
      irrevocably designated by the Company pursuant to subparagraph (e) hereof and
      (y) any mandatory sinking fund payments applicable to the Securities of such
      series on the day on which such payments are due and payable in accordance
      with
      the terms of the Indenture and of the Securities of such
      series;


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    (b) the
      Company or the Guarantor has delivered to such Trustee an Opinion of Counsel
      to
      the effect that such provision would not cause any Outstanding Securities of
      such series then listed on any national securities exchange to be delisted
      as a
      result thereof;

     

    (c) no
      Event
      of Default or event which with notice or lapse of time would become an Event
      of
      Default (including by reason of such deposit) with respect to the Securities
      of
      such series shall have occurred and be continuing on the date of such deposit
      or
      during the period ending on the 91st
      day
      after such date;

     

    (d) the
      Company or the Guarantor has delivered to such Trustee an Opinion of Counsel
      in
      the U.S. to the effect that the Company or the Guarantor has received from,
      or
      there has been published by the Internal Revenue Service a ruling to the effect
      that Holders of the Securities of such series will not recognize income, gain
      or
      loss for federal income tax purposes as a result of such deposit, defeasance
      and
      discharge;
      and

     

    (e) if
      the
      Company or the Guarantor has deposited or caused to be deposited money or U.S.
      Government Obligations to pay or discharge the principal of (and premium, if
      any, on) and interest, if any, on the Outstanding Securities of a series to
      and
      including a Redemption Date on which all of the Outstanding Securities of such
      series are to be redeemed, such Redemption Date shall be irrevocably designated
      by a Board Resolution of the Company delivered to such Trustee on or prior
      to
      the date of deposit of such money or U.S. Government Obligations, and such
      Board
      Resolution shall be accompanied by an irrevocable Company Request that such
      Trustee give notice of such redemption in the name and at the expense of the
      Company or the Guarantor and less than 30 nor more than 60 days prior to such
      Redemption Date in accordance with Section 1104.

     

    
      	
              SECTION
                404.

            	
              Reinstatement.

            


    

     

    If
      the
      Trustee of the Securities of any series or any Paying Agent is unable to apply
      any money in accordance with Section 402 by reason of any order or judgment
      of
      any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, then the obligations of the Company and the
      Guarantor under this Indenture and such Securities and any related coupons
      and
      the Guarantee shall be revived and reinstated as though no deposit had occurred
      pursuant to Section 403 or Section 1006, as the case may be, until such time
      as
      such Trustee or Paying Agent is permitted to apply all such money in accordance
      with Section 402; provided,
      however,
      that if
      the Company makes any payment of principal of (or premium, if any, on) or
      interest, if any, on any such Security or any related coupon following the
      reinstatement of its obligations, the Company shall be subrogated to the rights
      of the Holders of such Securities and any related coupons to receive such
      payment from the money held by such Trustee or Paying Agent. 


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    ARTICLE
      FIVE

    -
      REMEDIES

     

    
      	
              SECTION
                501.

            	
              Events
                of Default.

            


    

     

    “Event
      of
      Default”, wherever used herein with respect to Securities of any series, means
      any one of the following events (whatever the reason for such Event of Default
      and whether it shall be 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 on any Security of that series when it becomes
      due and payable and continuance of such default for a period of 30 days (subject
      to the deferral of any interest payment in the case of an extension period);
      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 payment of any sinking fund installment, when and as due by the terms
      of
      a Security of that series, and 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 or
      the
      Guarantor in this Indenture (other than a covenant or warranty a default in
      whose performance or whose breach is elsewhere in this Section specifically
      dealt with or which has expressly been included in this Indenture solely for
      the
      benefit of a 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 and the Guarantor by the Trustee
      for the Securities of such series or to the Company, the Guarantor and such
      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
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company or the Guarantor in an involuntary case or
      proceeding under any applicable federal or state or Bermuda bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company or the Guarantor a bankrupt or insolvent, or approving
      as
      properly filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company or the Guarantor under any
      applicable federal or state or Bermuda law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or the Guarantor or of any substantial part of its property, or ordering
      the winding up or liquidation of its 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 90 consecutive days; or


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


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

     

    (7) any
      other
      Event of Default provided in the supplemental indenture or provided in or
      pursuant to a Board Resolution or Officer’s Certificate of the Company and the
      Guarantor, under which such series of Securities is issued or in the form of
      Security for such series.

     

    
      	
              SECTION
                502.

            	
              Acceleration
                of Maturity; Rescission and Annulment.

            


    

     

    If
      an
      Event of Default (other than an Event of Default specified in Section 501(5)
      or
      501(6)) with respect to Securities of any series at the time Outstanding occurs
      and is continuing, then in every such case the Trustee for the Securities of
      such series or the Holders of not less than 25% in aggregate principal amount
      of
      the Outstanding Securities of that series may declare the principal amount
      (or,
      if the Securities of that series are Original Issue Discount Securities, such
      portion of the principal amount as may be specified in the terms of that series)
      of all of the Securities of that series to be due and payable immediately,
      by a
      notice in writing to the Company (and to such Trustee if given by Holders),
      and
      upon any such declaration such principal amount (or specified amount) shall
      become immediately due and payable. If an Event of Default specified in Section
      501(5) or 501(6) with respect to Securities of any series at the time
      Outstanding occurs, the principal amount of all the Securities of that series
      (or, if any Securities of that series are Original Issue Discount Securities,
      such portion of the principal amount of such Securities as may be specified
      by
      the terms thereof) shall automatically, and without any declaration or other
      action on the part of such Trustee or any Holder, become immediately due and
      payable.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    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 for the Securities of such series as
      hereinafter in this Article provided, the Holders of a majority in aggregate
      principal amount of the Outstanding Securities of that series, by written notice
      to the Company, the Guarantor and such Trustee, may rescind and annul such
      declaration and its consequences if:

     

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

     

    (A) all
      overdue interest, if any, 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 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 such Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of such 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 and accrued interest on Securities of that
      series which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 513.

     

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

     

    For
      all
      purposes under this Indenture, if a portion of the principal of any Original
      Issue Discount Securities shall have been accelerated and declared due and
      payable pursuant to the provisions hereof, then, from and after such
      declaration, unless such declaration has been rescinded and annulled, the
      principal amount of such Original Issue Discount Securities shall be deemed,
      for
      all purposes hereunder, to be such portion of the principal thereof as shall
      be
      due and payable as a result of such acceleration, and payment of such portion
      of
      the principal thereof as shall be due and payable as a result of such
      acceleration, together with interest, if any, thereon and all other amounts
      owing thereunder, shall constitute payment in full of such Original Issue
      Discount Securities.


    
      
        
        

      

      
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              SECTION
                503.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee.

            


    

     

    The
      Company covenants that if:

     

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


     

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

     

    the
      Company will, upon demand of the Trustee for the Securities of such series,
      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 premium, if any) and
      interest, if any, and, to the extent that payment of such interest shall be
      legally enforceable, interest on any overdue principal (and premium, if any)
      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 such Trustee, its agents
      and counsel.

     

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

     

    If
      an
      Event of Default with respect to Securities of any series occurs and is
      continuing, the Trustee for the Securities of such series 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 such
      Trustee shall deem most effectual to protect and enforce any such rights,
      whether for the specific enforcement of any covenant or agreement in this
      Indenture or in aid of the exercise of any power granted herein, or to enforce
      any other proper remedy.

     

    
      	
              SECTION
                504.

            	
              Trustee
                May File Proofs of Claim.

            


    

     

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


    
      
        
        

      

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

     

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

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Holder of such Securities to make such payments to such Trustee and, in the
      event that such Trustee shall consent to the making of such payments directly
      to
      such Holders, to pay to such Trustee any amount due it for the reasonable
      compensation, expenses, disbursements and advances of such Trustee, its agents
      and counsel, and any other amounts due such Trustee under Section
      607.

     

    Nothing
      herein contained shall be deemed to authorize the Trustee for the Securities
      of
      any series 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, the Guarantee or the rights of any Holder thereof or to authorize
      such Trustee to vote in respect of the claim of any Holder in any such
      proceeding.

     

    
      	
              SECTION
                505.

            	
              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 for any series of Securities without
      the
      possession of any of the Securities or the production thereof in any proceeding
      relating thereto, and any such proceeding instituted by such 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 such Trustee, its agents and counsel,
      be
      for the ratable benefit of the Holders of the Securities in respect of which
      such judgment has been recovered.

     

    
      	
              SECTION
                506.

            	
              Application
                of Money Collected.

            


    

     

    Any
      money
      collected by the Trustee for any series of Securities pursuant to this Article
      shall be applied in the following order, at the date or dates fixed by such
      Trustee and, in case of the distribution of such money on account of principal
      (or premium, if any) 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 such Trustee under Section 607;

     

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


    
      
        
        

      

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

     

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

     

    
      	
              SECTION
                507.

            	
              Limitation
                on Suits.

            


    

     

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

     

    (1) such
      Holder has previously given written notice to the Trustee for the Securities
      of
      such series 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 such 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 such Trustee indemnity reasonably satisfactory
      to it against the costs, expenses and liabilities to be incurred in compliance
      with such request;

     

    (4) such
      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 such 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 whatsoever by virtue of, or by availing of, any provision of
      this
      Indenture to affect, disturb or prejudice the rights of any other of such
      Holders, or to obtain or to seek to obtain priority or preference over any
      other
      of such Holders or to enforce any right under this Indenture, except in the
      manner herein provided and for the equal and ratable benefit of all such
      Holders.


    
      
        
        

      

      
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              SECTION
                508.

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

            


    

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of (and premium, if any, on) and (subject to Section 307) interest, if any,
      on
      such Security on the Stated Maturity or Maturities expressed in such Security
      (or, in the case of redemption, on the Redemption Date) and to institute suit
      for the enforcement of any such payment, and such rights shall not be impaired
      without the consent of such Holder.

     

    
      	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies.

            


    

     

    If
      the
      Trustee for the Securities of any series 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 such Trustee or to such Holder, then and in every such
      case, subject to any determination in such proceeding, the Company, the
      Guarantor, such Trustee and the Holders shall be restored severally and
      respectively to their former positions hereunder and thereafter all rights
      and
      remedies of such Trustee and the Holders shall continue as though no such
      proceeding had been instituted.

     

    
      	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative.

            


    

     

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

     

    
      	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver.

            


    

     

    No
      delay
      or omission of the Trustee for the Securities of any series 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 such Trustee or to the Holders may be exercised from
      time to time, and as often as may be deemed expedient, by such Trustee or by
      the
      Holders, as the case may be.

     

    
      	
              SECTION
                512.

            	
              Control
                by Holders.

            


    

     

    The
      Holders of a majority in aggregate 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
      for
      the Securities of such series, or exercising any trust or power conferred on
      such Trustee, with respect to the Securities of such series; provided
      that:


    
      
        
        

      

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

     

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

     

    
      	
              SECTION
                513.

            	
              Waiver
                of Past Defaults.

            


    

     

    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities of any series may on behalf of the Holders of all of
      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 premium, if any, on) or interest, if any, on
      any
      Security of such series; or

     

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

     

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

     

    
      	
              SECTION
                514.

            	
              Undertaking
                for Costs.

            


    

     

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

     

    
      	
              SECTION
                515.

            	
              Waiver
                of Stay or Extension Laws. 

            


    

     

    Each
      of
      the Company and the Guarantor covenants (to the extent that it may lawfully
      do
      so) that it will not at any time insist upon, or plead, or in any manner
      whatsoever claim or take the benefit or advantage of, any stay or extension
      law
      wherever enacted, now or at any time hereafter in force, which may affect the
      covenants or the performance of this Indenture; and each of the Company and
      the
      Guarantor (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 for
      the
      Securities of any series, but will suffer and permit the execution of every
      such
      power as though no such law had been enacted. 


    
      
        
        

      

      
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    ARTICLE
      SIX

    -
      THE
      TRUSTEE

     

    
      	
              SECTION
                601.

            	
              Certain
                Duties and Responsibilities.

            


    

     

    (a) Except
      during the continuance of an Event of Default with respect to the Securities
      of
      any series for which the Trustee is serving as such: 

     

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

     

    (2) in
      the
      absence of bad faith on its part, such 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 such Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates or
      opinions which by any provision hereof are specifically required to be furnished
      to such Trustee, such Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this Indenture
      (but
      need not confirm or investigate the accuracy of mathematical calculations or
      other facts stated therein).

     

    (b) In
      case
      an Event of Default with respect to a series of Securities has occurred and
      is
      continuing, the Trustee for the Securities of such series 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 or her own affairs.

     

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

     

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

     

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

     

    (3) such
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of a majority in principal amount of the Outstanding Securities of
      any
      particular series, determined as provided in Section 512, relating to the time,
      method and place of conducting any proceeding for any remedy available to such
      Trustee, or exercising any trust or power conferred upon such Trustee, under
      this Indenture with respect to the Securities of that series;
      and


    
      
        
        

      

      
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    (4) no
      provision of this Indenture shall require the Trustee for any series of
      Securities to expend or risk its own funds or otherwise incur any financial
      liability in the performance of any of its duties hereunder, or in the exercise
      of any of its rights or powers, if it shall have reasonable grounds for
      believing that repayment of such funds or adequate indemnity against such risk
      or liability is not reasonably assured to it.

     

    (d) Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee for any series of Securities shall be subject to the provisions of
      this
      Section.

     

    
      	
              SECTION
                602.

            	
              Notice
                of Defaults.

            


    

     

    Within
      90
      days after the occurrence of any default hereunder with respect to the
      Securities of any particular series, the Trustee for the Securities of such
      series shall transmit by mail to all Holders of Securities of that series,
      as
      their names and addresses appear in the Security Register for that series,
      notice of such default hereunder known to such Trustee, unless such default
      shall have been cured or waived; provided,
      however,
      that,
      except in the case of a default in the payment of the principal of (or premium,
      if any, on) or interest, if any, on any Security of that series or in the
      payment of any sinking fund installment with respect to Securities of that
      series, such Trustee shall be protected in withholding such notice if and so
      long as the board of directors, the executive committee or a trust committee
      of
      directors and/or Responsible Officers of such Trustee in good faith determines
      that the withholding of such notice is in the interest of the Holders of
      Securities of that series; and provided,
      further,
      that in
      the case of any default of the character specified in Section 501(4) with
      respect to Securities of that series, no such notice to Holders shall be given
      until at least 30 days after the occurrence thereof. For the purpose of this
      Section, the term “default” means any event which is, or after notice or lapse
      of time or both would become, an Event of Default with respect to Securities
      of
      that series.

     

    Promptly
      (and in any event within 5 Business Days) upon the Company or the Guarantor
      becoming aware of any default hereunder with respect to the Securities of any
      particular series, such party is required to deliver to the Trustee a statement
      specifying such default hereunder and the actions which the Company or the
      Guarantor proposes to take with respect to such default hereunder. 

     

    
      	
              SECTION
                603.

            	
              Certain
                Rights of Trustee.

            


    

     

    Subject
      to the provisions of Section 601:

     

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


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


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

     

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

     

    (d) such
      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 in respect of any action taken, suffered or omitted by it hereunder
      in good faith and in reliance thereon;

     

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

     

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

     

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

     

    
      	
              SECTION
                604.

            	
              Not
                Responsible for Recitals or Issuance of Securities.

            


    

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company
      and the Guarantor, and neither the Trustee for any series of Securities nor
      any
      Authenticating Agent assumes any responsibility for their correctness. The
      Trustee for any series of Securities makes no representations as to the validity
      or sufficiency of this Indenture or of the Securities. Neither the Trustee
      for
      any series of Securities nor any Authenticating Agent shall be accountable
      for
      the use or application by the Company of Securities or the proceeds
      thereof.


    
      
        
        

      

      
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              SECTION
                605.

            	
              May
                Hold Securities.

            


    

     

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

     

    
      	
              SECTION
                606.

            	
              Money
                Held in Trust.

            


    

     

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

     

    
      	
              SECTION
                607.

            	
              Compensation
                and Reimbursement.

            


    

     

    The
      Company agrees:

     

    (1) to
      pay to
      the Trustee for any series of Securities from time to time such compensation
      for
      all services rendered by it hereunder as shall be agreed upon in writing from
      time to time by the Company and such Trustee (which compensation shall not
      be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust);

     

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

     

    (3) to
      indemnify such Trustee for, and to hold it harmless against, any and all loss,
      liability, damage, claim or expense (including taxes other than taxes based
      on
      the income of the Trustee) incurred without negligence or bad faith on its
      part,
      arising out of or in connection with the acceptance or administration of this
      trust or trusts hereunder, including the costs and expenses of defending itself
      against any claim (whether asserted by the Company, the Guarantor, a Holder
      or
      any other Person) or liability in connection with the exercise or performance
      of
      any of its powers or duties hereunder.

     

    The
      Trustee for any series of Securities shall have a lien prior to the Securities
      as to all property and funds held by such Trustee hereunder for any amount
      owing
      it or any predecessor Trustee pursuant to this Section 607, except with
      respect to funds held in trust for the benefit of the Holders of such particular
      Securities.


    
      
        
        

      

      
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    When
      the
      Trustee for any series of Securities incurs expenses or renders services in
      connection with an Event of Default specified in Section 501(5) or
      Section 501(6), the expenses (including the reasonable charges and expenses
      of its counsel) and the compensation for the services are intended to constitute
      expenses of administration under any applicable federal or state bankruptcy,
      insolvency or other similar law.

     

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

     

    
      	
              SECTION
                608.

            	
              Disqualification;
                Conflicting Interests.

            


    

     

    If
      the
      Trustee for any series of Securities has or shall acquire a conflicting interest
      within the meaning of the Trust Indenture Act, such Trustee shall either
      eliminate such interest or resign, to the extent and in the manner provided
      by,
      and subject to the provisions of, the Trust Indenture Act and this Indenture.
      In
      determining whether such Trustee has a conflicting interest as defined in
      Section 310(b) of the Trust Indenture Act with respect to the Securities of
      any
      series, there shall be excluded Securities of any particular series of
      Securities other than that series.

     

    
      	
              SECTION
                609.

            	
              Corporate
                Trustee Required; Different Trustees for Different Series;
                Eligibility.

            


    

     

    There
      shall at all times be a Trustee hereunder for each series of Securities which
      shall be a corporation or bank organized and doing business under the laws
      of
      the United States of America, any State thereof, or the District of Columbia,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000 subject to supervision or
      examination by federal or state authority. If such corporation or bank publishes
      reports of condition at least annually, pursuant to law or to the requirements
      of said supervising or examining authority, then for the purposes of this
      Section, the combined capital and surplus of such corporation shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published. If at any time such Trustee shall cease to be eligible
      in accordance with the provisions of this Section, it shall resign immediately
      in the manner and with the effect hereinafter specified in this
      Article.

     

    A
      different Trustee may be appointed by the Company for each series of Securities
      prior to the issuance of such Securities. If the initial Trustee for any series
      of Securities is to be other than Wells Fargo Bank, N.A., the Company and such
      Trustee shall, prior to the issuance of such Securities, execute and deliver
      an
      indenture supplemental hereto, which shall provide for the appointment of such
      Trustee as Trustee for the Securities of such series and shall add to or change
      any of the provisions of this Indenture as shall be necessary to facilitate
      the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees to be co-trustees of the same trust and that each
      such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from
      any trust or trusts hereunder administered by any other such
      Trustee.


    
      
        
        

      

      
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    No
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder.

     

    
      	
              SECTION
                610.

            	
              Resignation
                and Removal; Appointment of Successor.

            


    

     

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

     

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

     

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

     

    (d) If
      at any
      time:

     

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

     

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

     

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

     

    then,
      in
      any such case, (i) the Company by a Board Resolution may remove such
      Trustee and appoint a successor Trustee, or (ii) subject to
      Section 514, any Holder who has been a bona fide Holder of a Security of
      such series for at least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for the removal
      of such Trustee and the appointment of a successor Trustee or Trustees. If
      the
      instrument of acceptance by a successor Trustee required by Section 611 shall
      not have been delivered to the Trustee for the Securities of such series within
      30 days after the giving of such notice of removal, the Trustee being removed
      may petition, at the expense of the Company, any court of competent jurisdiction
      for the appointment of a successor Trustee with respect to the Securities of
      such series


    
      
        
        

      

      
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    (e) If
      the
      Trustee for the Securities of any series shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of Trustee for
      the Securities of any series for any cause, the Company, by a Board Resolution,
      shall promptly appoint a successor Trustee with respect to the Securities of
      such series and shall comply with the applicable requirements of
      Section 611. If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of such series shall not have been appointed by the
      Company pursuant to this Section 610, then a successor Trustee may be appointed
      by Act of the Holders of a majority in principal amount of the Outstanding
      Securities of such series delivered to the Company and the retiring Trustee.
      If
      no successor Trustee for the Securities of such series shall have been so
      appointed by the Company or the Holders and shall have accepted appointment
      in
      the manner required by Section 611, and if such Trustee to be replaced is still
      incapable of acting, any Holder who has been a bona fide Holder of a Security
      of
      such series for at least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for the
      appointment of a successor Trustee with respect to the Securities of such
      series.

     

    (f) The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series by mailing written notice
      of such event by first-class mail, postage prepaid, to all Holders of Securities
      of such series as their names and addresses appear in the Security Register.
      Each notice shall include the name of the successor Trustee with respect to
      the
      Securities of that series and the address of its Corporate Trust
      Office.

     

    
      	SECTION
              611.	
              Acceptance
                of Appointment by Successor.

            


    

     

    (a) Every
      such successor Trustee appointed hereunder with respect to the Securities of
      any
      series shall execute, acknowledge and deliver to the Company, the Guarantor
      and
      the retiring Trustee an instrument accepting such appointment, and thereupon
      the
      resignation or removal of the retiring Trustee shall become effective and such
      successor Trustee, without any further act, deed or conveyance, shall become
      vested with all the rights, powers, trusts and duties of the retiring Trustee;
      but, on the request of the Company, the Guarantor or the successor Trustee,
      such
      retiring Trustee shall, upon receipt of payment of its charges, execute, and
      deliver an instrument transferring to such successor Trustee all the rights,
      powers and trusts of the retiring Trustee and shall duly assign, transfer and
      deliver to such successor Trustee all property and money held by such retiring
      Trustee hereunder.


    
      
        
        

      

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

     

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

     

    (d) No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee for the Securities of any series shall be
      qualified and eligible under this Article.

     

    
      	SECTION
              612.	
              Merger,
                Conversion, Consolidation or Succession to Business.

            


    

     

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


    
      
        
        

      

      
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      	SECTION
              613.	
              Preferential
                Collection of Claims Against the Company
                or the Guarantor.

            


    

     

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

     

    
      	SECTION
              614.	
              Authenticating
                Agents.

            


    

     

    From
      time
      to time the Trustee of any series of Securities, in its sole discretion, may
      appoint one or more Authenticating Agents with respect to the Securities of
      such
      series, which may include the Company, the Guarantor or any Affiliate of the
      Company or the Guarantor, with power to act on the Trustee’s behalf and subject
      to its discretion in the authentication and delivery of Securities of such
      series or in connection with transfers and exchanges under Sections 304, 305,
      306 and 1107 as fully to all intents and purposes as though such Authenticating
      Agent had been expressly authorized by those Sections of this Indenture to
      authenticate and deliver Securities of such series. For all purposes of this
      Indenture, the authentication and delivery of Securities of such series by
      an
      Authenticating Agent for such Securities pursuant to this Section shall be
      deemed to be authentication and delivery of such Securities “by the Trustee” for
      the Securities of such series. Any such Authenticating Agent shall be acceptable
      to the Company and shall at all times be a corporation organized and doing
      business under the laws of the United States, any State thereof or the District
      of Columbia, authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus of at least $25,000,000 and, if other
      than
      the Company, the Guarantor or any Affiliate of the Company or the Guarantor,
      subject to supervision or examination by federal, state or District of Columbia
      authority. If such corporation publishes reports of condition at least annually
      pursuant to law or the requirements of such authority, then for the purposes
      of
      this Section the combined capital and surplus of such corporation shall be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published. If at any time an Authenticating Agent for
      any
      series of Securities shall cease to be eligible in accordance with the
      provisions of this Section, such Authenticating Agent shall resign immediately
      in the manner and with the effect specified in this Section.

     

    Any
      corporation into which any Authenticating Agent may be merged or with which
      it
      may be consolidated, or any corporation resulting from any merger or
      consolidation or to which any Authenticating Agent shall be a party, or any
      corporation succeeding to all or substantially all the corporate trust business
      of any Authenticating Agent, shall be the successor of such Authenticating
      Agent
      hereunder, if such successor corporation is otherwise eligible under this
      Section, without the execution or filing of any paper or any further act on
      the
      part of the parties hereto or the Authenticating Agent or such successor
      corporation.

     

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


    
      
        
        

      

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

     

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

     

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

     

    
      	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 
	
              By
                

            	 
	 
	
              As
                Authenticating Agent

            
	 	 
	
              By
                

            	 
	 	
              Authorized
                Signatory

            


    

    


    The
      provisions of Sections 309, 604 and 605 shall be applicable to any
      Authenticating Agent.

     

    ARTICLE
      SEVEN

    -
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    
      	SECTION
              701.	
              Company
                to Furnish Trustee Names and Addresses of Holders.

            


    

     

    With
      respect to each particular series of Securities, the Company will furnish or
      cause to be furnished to the Trustee for the Securities of such
      series:

     

    (a) semi-annually,
      not later than 15 days after each Regular Record Date, or, in the case of any
      series of Securities on which semi-annual interest is not payable, not more
      than
      15 days after such semi-annual dates as may be specified by such Trustee, a
      list, in such form as such Trustee may reasonably require, of the names and
      addresses of the Holders as of such Regular Record Date or semi-annual date,
      as
      the case may be; and


    
      
        
        

      

      
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    (b) at
      such
      other times as such 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 specified in Clause (a) above as of a date not more than 15 days prior to
      the
      time such list is furnished;

     

    provided,
      however,
      that so
      long as such Trustee is Security Registrar for any series of Securities, no
      such
      list shall be required to be furnished with respect to any such
      series.

     

    
      	SECTION
              702.	
              Preservation
                of Information; Communications to Holders.

            


    

     

    (a) The
      Trustee for each series of Securities 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 such Trustee as provided in Section 701 and the names
      and addresses of Holders received by such Trustee in its capacity as Security
      Registrar. Such Trustee may destroy any list furnished to it as provided in
      Section 701 upon receipt of a new list so furnished.

     

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

     

    (i)
      afford such applicants access to the information preserved at the time by such
      Trustee in accordance with Section 702(a); or 

     

    (ii)
      inform such applicants as to the approximate number of Holders of Securities
      of
      such series whose names and addresses appear in the information preserved at
      the
      time by such Trustee in accordance with Section 702(a), and as to the
      approximate cost of mailing to such Holders the form of proxy or other
      communication, if any, specified in such application.


    
      
        
        

      

      
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    If
      any
      such Trustee shall elect not to afford such applicants access to such
      information, such Trustee shall, upon the written request of such applicants,
      mail to each Holder of Securities of such series whose name and address appear
      in the information preserved at the time by such Trustee in accordance with
      Section 702(a) a copy of the form of proxy or other communication which is
      specified in such request, with reasonable promptness after a tender to such
      Trustee of the material to be mailed and of payment, or provision for the
      payment, of the reasonable expenses of mailing, unless within five days after
      such tender such Trustee shall mail to such applicants and file with the
      Commission, together with a copy of the material to be mailed, a written
      statement to the effect that, in the opinion of such Trustee, such mailing
      would
      be contrary to the best interest of the Holders or would be in violation of
      applicable law. Such written statement shall specify the basis of such opinion.
      If the Commission, after opportunity for a hearing upon the objections specified
      in the written statement so filed, shall enter an order refusing to sustain
      any
      of such objections or if, after the entry of an order sustaining one or more
      of
      such objections, the Commission shall find, after notice and opportunity for
      hearing, that all the objections so sustained have been met and shall enter
      an
      order so declaring, such Trustee shall mail copies of such material to all
      such
      Holders with reasonable promptness after the entry of such order and the renewal
      of such tender, otherwise such Trustee shall be relieved of any obligation
      or
      duty to such applicants respecting their application.

     

    (c) Every
      Holder of Securities of each series, by receiving and holding the same, agrees
      with the Company, the Guarantor and the Trustee for the Securities of such
      series that none of the Company, the Guarantor and such Trustee nor any agent
      of
      any of them shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the Holders in accordance with
      Section 702(b), regardless of the source from which such information was
      derived, and that such Trustee shall not be held accountable by reason of
      mailing any material pursuant to a request made under Section
      702(b).

     

    (d) The
      U.S.
      Depositary may grant proxies and otherwise authorize its participants which
      own
      the Global Securities to give or take any Act which a Holder is entitled to
      take
      under the Indenture; provided,
      however,
      that
      the U.S. Depositary has delivered a list of such participants to the Trustee
      for
      the Securities of such series.

     

    
      	SECTION
              703.	
              Reports
                by Trustee.

            


    

     

    (a) The
      Trustee for the Securities of each series shall transmit to Holders of
      Securities of each series for which such Trustee serves such reports concerning
      such 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. If required by Section 313(a) of the Trust Indenture Act, the
      Trustee for the Securities of each series shall, within sixty days after each
      May 15 following the date of this Indenture deliver to Holders of Securities
      of
      each series for which such Trustee serves a brief report, dated as of such
      May
      15, which complies with the provisions of such Section 313(a).

     

    (b) A
      copy of
      each such report shall, at the time of such transmission to Holders of
      Securities of each particular series be filed by each particular Trustee with
      each stock exchange upon which any Securities are listed, with the Commission
      and with the Company. The Company will promptly notify the Trustee in writing
      when any Securities are listed on any stock exchange or of any delisting
      thereof.


    
      
        
        

      

      
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      	SECTION
              704.	
              Reports
                by Company.

            


    

     

    (a) The
      Company shall:

     

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

     

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

     

    (3) transmit
      by mail to all Holders, as their names and addresses appear in the Security
      Register, within 30 days after the filing thereof with the Trustee for the
      Securities of such series, such summaries of any information, documents and
      reports required to be filed by the Company pursuant to paragraphs (1) and
      (2)
      of this Clause (a) as may be required by rules and regulations prescribed from
      time to time by the Commission.

     

    (b) the
      Guarantor shall:

     

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


    
      
        
        

      

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

     

    (3) transmit
      by mail to all Holders, as their names and addresses appear in the Security
      Register, within 30 days after the filing thereof with the Trustee for the
      Securities of such series, such summaries of any information, documents and
      reports required to be filed by the Guarantor pursuant to paragraphs (1) and
      (2)
      of this Clause (b) as may be required by rules and regulations prescribed from
      time to time by the Commission. 

     

    Delivery
      of such reports, information and documents to the Trustee for the Securities
      of
      each series is for informational purposes only and such 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 such
      Trustee is entitled to rely exclusively on Officer’s Certificates).

     

    ARTICLE
      EIGHT

    -
      CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

     

    
      	SECTION
              801.	
              Company
                and Guarantor May Consolidate, Etc., on Certain Terms.

            


    

     

    (a) The
      Company shall not consolidate, amalgamate or merge with or into any other
      corporation or corporations (whether or not affiliated with the Company) and
      the
      Company or its successor or successors shall not be a party or parties to
      successive consolidations, amalgamations or mergers and the Company shall not
      sell, convey or lease all or substantially all of its property to any other
      corporation (whether or not affiliated with the Company) authorized to acquire
      and operate the same, unless
      (i)
      upon
      any such consolidation, amalgamation, merger, sale, conveyance or lease, the
      due
      and punctual payment of the principal of (and premium, if any, on) and interest,
      if any, on all of the Securities, according to their tenor, and the due and
      punctual performance and observance of all of the covenants and conditions
      of
      this Indenture to be performed by the Company shall be expressly assumed, by
      supplemental indenture reasonably satisfactory in form to the Trustee for each
      series of Securities, executed and delivered to each such Trustee by the
      corporation (if other than the Company) formed by such consolidation or
      amalgamation, or into which the Company shall have been merged, or by the
      corporation which shall have acquired or leased such property, and (ii) such
      corporation or company shall be a solvent corporation or company organized
      under
      the laws of the United States of America or a State thereof or the District
      of
      Columbia or Bermuda. The Company will not so consolidate, amalgamate or merge,
      or make any such sale, lease or other disposition, and the Company will not
      permit any other corporation to merge into the Company, unless immediately
      after
      the proposed consolidation, amalgamation, merger, sale, lease or other
      disposition, and after giving effect thereto, no default in the performance
      or
      observance by the Company or such successor corporation, as the case may be,
      of
      any of the terms, covenants, agreements or conditions contained in this
      Indenture shall have occurred and be continuing. 


    
      
        
        

      

      
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    (b) The
      Guarantor shall not consolidate, amalgamate or merge with or into any other
      corporation or corporations (whether or not affiliated with the Guarantor)
      and
      the Guarantor or its successor or successors shall not be a party or parties
      to
      successive consolidations, amalgamations or mergers and the Guarantor shall
      not
      sell, convey or lease all or substantially all of the property of the Guarantor
      to any other corporation (whether or not affiliated with the Guarantor)
      authorized to acquire and operate the same, unless
      (i)
      upon
      any such consolidation, amalgamation, merger, sale, conveyance or lease, the
      performance of the obligations under the Guarantee, and the due and punctual
      performance and observance of all of the covenants and conditions of this
      Indenture to be performed by the Guarantor shall be expressly assumed, by
      supplemental indenture reasonably satisfactory in form to the Trustee for each
      series of Securities, executed and delivered to each such Trustee by the
      corporation (if other than the Guarantor) formed by such consolidation or
      amalgamation, or into which the Guarantor shall have been merged, or by the
      corporation which shall have acquired or leased such property, and (ii) such
      corporation shall be a solvent corporation or company organized under the laws
      of the United States of America or a State thereof or the District of Columbia
      or Bermuda. Furthermore, the Guarantor will not so consolidate, amalgamate
      or
      merge, or make any such sale, lease or other disposition, and the Guarantor
      will
      not permit any other corporation to merge into it, unless immediately after
      the
      proposed consolidation, amalgamation, merger, sale, lease or other disposition,
      and after giving effect thereto, no default in the performance or observance
      by
      the Guarantor or such successor corporation, as the case may be, of any of
      the
      terms, covenants, agreements or conditions contained in this Indenture or the
      Guarantee shall have occurred and be continuing. 

     

    
      	
              SECTION
                802.

            	
              Securities
                to be Secured in Certain Events.

            


    

     

    Notwithstanding
      anything to the contrary contained in Section 801, if upon any such
      consolidation, amalgamation or merger, or upon any such sale, conveyance or
      lease, or upon any consolidation, amalgamation or merger of any Restricted
      Subsidiary, or upon the sale, conveyance or lease of all or substantially all
      the property of any Restricted Subsidiary to any other corporation, any
      Principal Property or any shares of stock or Funded Indebtedness of any
      Restricted Subsidiary owned immediately prior thereto would thereupon become
      subject to any Mortgage, the Company, together with the Guarantor, prior to
      such
      consolidation, amalgamation, merger, sale, conveyance or lease, will by
      indenture supplemental hereto secure the due and punctual payment of the
      principal of (and premium, if any, on) and interest, if any, on the Securities
      (together with, if the Guarantor shall so determine, any other indebtedness
      of
      or guarantee by the Guarantor, the Company or such other Restricted Subsidiary
      ranking equally with the Securities and then existing or thereafter created)
      by
      a Mortgage, the lien of which, upon completion of said merger, consolidation,
      amalgamation, sale, conveyance or lease, will rank prior to the lien of such
      Mortgage of such other corporation on all assets owned by the Guarantor, the
      Company or (if other than the Company) such other Restricted Subsidiary, as
      the
      case may be, immediately prior to such merger, consolidation, amalgamation,
      sale, conveyance or lease. 


    
      
        
        

      

      
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              SECTION
                803.

            	
              Successor
                Corporation to be Substituted.

            


    

     

    (a) Upon
      any
      consolidation, amalgamation or merger of the Company with or into any other
      corporation or corporations or any sale, conveyance or lease of all or
      substantially all of the property of the Company to any other corporation or
      corporations in accordance with this Article Eight, the successor shall succeed
      to, and be substituted for, and may exercise every right and power of, the
      Company under this Indenture and the Securities with the same effect as if
      such
      successor had been named as the Company herein and therein, and thereafter,
      except in the case of a lease, the Company as the predecessor corporation shall
      be relieved of all obligations and covenants under this Indenture and the
      Securities and the Company as the predecessor corporation may thereupon or
      at
      any time thereafter be dissolved, wound up or liquidated. 

     

    (b) Subject
      to Section 801(b), upon any consolidation, amalgamation or merger of the
      Guarantor with or into any other corporation or corporations or any sale,
      conveyance or lease of all or substantially all of the property of the Guarantor
      to any other corporation or corporations in accordance with this Article Eight,
      the successor shall succeed to, and be substituted for, and may exercise every
      right and power of, the Guarantor under this Indenture, the Securities and
      the
      Guarantee with the same effect as if such successor had been named as the
      Guarantor herein and therein, and thereafter, except in the case of a lease,
      the
      Guarantor as predecessor corporation shall be relieved of all obligations and
      covenants under this Indenture and the Guarantee, and the Guarantor as the
      predecessor corporation may thereupon or at any time thereafter be dissolved,
      wound up or liquidated. 

     

    
      	
              SECTION
                804.

            	
              Opinion
                of Counsel to be Given to
                Trustee.

            


    

     

    The
      Trustee for each series of Securities, subject to Section 601, shall receive
      an
      Opinion of Counsel as conclusive evidence that any such consolidation,
      amalgamation, merger, sale, conveyance or lease and any such assumption complies
      with the provisions of this Article.

     

    ARTICLE
      NINE

    -
      SUPPLEMENTAL INDENTURES

     

    
      	
              SECTION
                901.

            	
              Supplemental
                Indentures without Consent of Holders.

            


    

     

    Without
      the consent of any Holders, the Company, the Guarantor and the Trustee for
      the
      Securities of any or all series, at any time and from time to time, may enter
      into one or more indentures supplemental hereto, for any of the purposes set
      forth below in this Section 901. The terms of such supplemental indenture may
      be
      established by one or more duly appointed officers of the Company and one or
      more duly appointed officers of the Guarantor acting pursuant to authority
      granted to such officers by the Board of Directors of the Company and by the
      Board of Directors of the Guarantor. A supplemental indenture, in form
      reasonably satisfactory to the Trustee, may be entered into pursuant to this
      Section 901 for any of the following purposes: 

     

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


    
      
        
        

      

      
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    (2) to
      add to
      the covenants of the Company or the Guarantor 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 the Guarantor, as applicable;
      or


     

    (3) to
      add
      any additional Events of Default; 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 

     

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

     

    (6) to
      secure
      the Securities; or

     

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

     

    (8) to
      establish the form or terms of a related Guarantee as permitted by Sections
      201
      and 206; or

     

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

     

    (10) to
      evidence and provide for the acceptance of appointment hereunder of a Trustee
      other than Wells Fargo Bank, N.A. as Trustee for a series of Securities 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 609; or

     

    (11) to
      provide for any rights of the Holders of Securities of any series to require
      the
      repurchase of Securities of such series from the Company; or

     

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


    
      
        
        

      

      
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    (13) to
      continue its qualification under the Trust Indenture Act or as may be necessary
      or desirable in accordance with amendments to the Trust Indenture Act;
      or

     

    (14) for
      any
      other reason specified pursuant to Section 301 with respect to the Securities
      of
      such series.

     

    
      	
              SECTION
                902.

            	
              Supplemental
                Indentures with Consent of Holders.

            


    

     

    With
      the
      consent of the Holders of not less than a majority in principal amount of the
      Outstanding Securities of any or all series affected by such supplemental
      indenture (voting as one class), by Act of said Holders delivered to the
      Company, the Guarantor and the Trustee of each such series of Securities, the
      Company, when authorized by or pursuant to a Board Resolution of its Board
      of
      Directors, the Guarantor, when authorized by or pursuant to a Board Resolution
      by the Guarantor’s Board of Directors, and each such 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, if any, on, any Security, or reduce the principal amount thereof
      or
      the rate of interest thereon or any premium payable upon the redemption thereof,
      or reduce the amount of the principal of an Original Issue Discount Security
      that would be due and payable upon a declaration of acceleration of the Maturity
      thereof pursuant to Section 502, or change any Place of Payment where, or the
      coin or currency in which, any Security or any premium or the interest thereon
      is payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date), or release the Guarantor from
      any
      of its obligations under the Guarantee or modify such obligations otherwise
      than
      in accordance with the terms of this Indenture;

     

    (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, Section 513 or Section 1008, except
      to
      increase any such percentage or to provide that certain other provisions of
      this
      Indenture cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Security affected thereby; provided,
      however,
      that
      this Clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and concomitant changes in
      this Section and Section 1008, or the deletion of this proviso, in accordance
      with the requirements of Sections 609, 611(b), 901(9) and
      901(10).


    
      
        
        

      

      
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    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 of any series of Securities under this
      Section to approve the particular form of any proposed supplemental indenture,
      but it shall be sufficient if such Act shall approve the substance
      thereof.

     

    
      	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures.

            


    

     

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

     

    
      	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures.

            


    

     

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

     

    
      	
              SECTION
                905.

            	
              Conformity
                with Trust Indenture Act.

            


    

     

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

     

    
      	
              SECTION
                906.

            	
              Reference
                in Securities to Supplemental Indentures.

            


    

     

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


    
      
        
        

      

      
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    ARTICLE
      TEN

    -
      COVENANTS

     

    
      	
              SECTION
                1001.

            	
              Payment
                of Principal, Premium and Interest.

            


    

     

    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of (and premium, if any, on)
      and
      interest, if any, on the Securities of that series in accordance with the terms
      of the Securities and this Indenture.

     

    
      	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency.

            


    

     

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

     

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

     

    
      	
              SECTION
                1003.

            	
              Money
                for Securities Payments to Be Held in Trust.

            


    

     

    If
      the
      Company shall at any time act as its own Paying Agent with respect to any series
      of Securities, it will, on or before each due date of the principal of (and
      premium, if any, on) or interest, if any, 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 premium, if any, on) or
      interest, if any, 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
      for the Securities of such series of its action or failure so to
      act.

     

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


    
      
        
        

      

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

     

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

     

    (2) give
      such
      Trustee notice of any default by the Company (or any other obligor upon the
      Securities of that series) in the making of any payment of principal of (and
      premium, if any, on) or interest, if any, on the Securities of that series;
      and

     

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

     

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


    
      
        
        

      

      
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              SECTION
                1004.

            	
              Limitation
                on Liens. 

            


    

     

    (a) The
      Guarantor covenants and agrees for the benefit of each series of Securities,
      other than any series established by or pursuant to a Board Resolution of the
      Guarantor or in one or more supplemental indentures hereto which specifically
      provides otherwise, that it will not, and will not permit any Restricted
      Subsidiary to, create, assume or guarantee any indebtedness for money borrowed
      secured by a Mortgage (i) on any Principal Property of the Guarantor or of
      a Restricted Subsidiary or (ii) on any shares or Funded Indebtedness of a
      Restricted Subsidiary (whether such Principal Property, shares or Funded
      Indebtedness are now owned or hereafter acquired) without, in any such case,
      effectively providing concurrently with the creation, assumption or guaranteeing
      of such indebtedness that the Securities (together, if the Guarantor shall
      so
      determine, with any other indebtedness then or thereafter existing, created,
      assumed or guaranteed by the Guarantor or such Restricted Subsidiary ranking
      equally with the Securities) shall be secured equally and ratably with (or
      prior
      to) such indebtedness; excluding,
      however,
      from the
      foregoing any indebtedness secured by a Mortgage (including any extension,
      renewal or replacement, or successive extensions, renewals or replacements,
      of
      any Mortgage hereinafter specified or any indebtedness secured thereby, without
      increase of the principal of such indebtedness or expansion of the collateral
      securing such indebtedness): 

     

    (1) on
      property, shares or Funded Indebtedness of any corporation existing at the
      time
      such corporation becomes a Restricted Subsidiary; or

     

    (2) on
      property existing at the time of acquisition thereof by the Guarantor or a
      Restricted Subsidiary, or to secure any indebtedness incurred for the purpose
      of
      financing all or any part of the purchase price thereof or construction or
      improvements thereon, which indebtedness is incurred by the Guarantor or a
      Restricted Subsidiary prior to, at the time of or within 180 days after the
      later of the acquisition, the completion of construction (including any
      improvements on an existing property) and the commencement of commercial
      operation of such property; provided,
      however,
      that in
      the case of any such acquisition, construction or improvement the Mortgage
      shall
      not apply to any property theretofore owned by the Guarantor or a Restricted
      Subsidiary, other than, in the case of any such construction or improvement,
      any
      theretofore unimproved real property on which the property so constructed,
      or
      the improvement, is located; or

     

    (3) on
      property, shares or Funded Indebtedness of a corporation existing at the time
      such corporation is merged into or consolidated with the Guarantor or a
      Restricted Subsidiary, or at the time of a sale, lease or other disposition
      of
      the properties of a corporation as an entirety or substantially as an entirety
      to the Guarantor or a Restricted Subsidiary; or


    
      
        
        

      

      
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    (4) on
      property of a Restricted Subsidiary to secure indebtedness of such Restricted
      Subsidiary to the Guarantor or another Restricted Subsidiary; or

     

    (5) on
      property of the Guarantor or a Restricted Subsidiary in favor of the
      United States of America or any State thereof or Bermuda, or any
      department, agency or instrumentality or political subdivision of the
      United States of America or any State thereof or Bermuda, to secure
      partial, progress, advance or other payments pursuant to any contract or statute
      or to secure any indebtedness incurred for the purpose of financing all or
      any
      part of the purchase price or the cost of constructing or improving the property
      subject to such Mortgage; or

     

    (6) existing
      at the date of this Indenture;

     

    provided,
      however,
      that any
      Mortgage permitted by any of the foregoing Clauses (1), (2), (3) and (5) of
      this
      Section 1004(a) shall not extend to or cover any property of the Guarantor
      or
      such Restricted Subsidiary, as the case may be, other than the property
      specified in such Clauses and improvements thereto.

     

    (b) Notwithstanding
      the provisions of Subsection (a) of this Section 1004, the Guarantor or any
      Restricted Subsidiary may create, assume or guarantee secured indebtedness
      for
      money borrowed which would otherwise be prohibited in said Subsection (a) in
      an
      aggregate amount which, together with all other such indebtedness for money
      borrowed of the Guarantor and its Restricted Subsidiaries and the Attributable
      Debt of the Guarantor and its Restricted Subsidiaries in respect of Sale and
      Leaseback Transactions (as defined in Section 1005) existing at such time (other
      than Sale and Leaseback Transactions entered into prior to the date of this
      Indenture and Sale and Leaseback Transactions the proceeds of which have been
      applied in accordance with Clause (b) of Section 1005), does not at the time
      exceed 10% of the shareholders’ equity in the Guarantor and its consolidated
      Subsidiaries, as shown on the audited consolidated balance sheet contained
      in
      the latest annual report to shareholders of the Guarantor.

     

    (c) For
      the
      purposes of this Article Ten,

     

    (1) the
      term
“Attributable Debt” shall mean, as of any particular time, the then present
      value of the total net amount of rent required to be paid under such lease
      during the remaining term thereof (excluding any renewal term unless the renewal
      is at the option of the lessor) computed by discounting from the respective
      due
      dates to such date such total net amount of rent at the actual interest factor
      included in such rent, or, if such interest factor cannot readily be determined,
      at the rate per annum borne by the initial series of Securities, except
      that if no interest is payable in respect of the initial series of Securities
      or
      if such rate is not fixed then at the rate of 83⁄8% per annum. The net amount
      of rent required to be paid for any such period shall be the aggregate amount
      of
      the rent payable by the lessee with respect to such period after excluding
      amounts required to be paid on account of, or measured or determined by, any
      variable factor, including, without limitation, the cost-of-living index and
      costs of maintenance and repairs, insurance, taxes, assessments, water rates
      and
      similar charges and after excluding any portion of rentals based on a percentage
      of sales made by the lessee. In the case of any lease which is terminable by
      the
      lessee upon the payment of a penalty, such net amount shall also include the
      amount of such penalty, but no rent shall be considered as required to be paid
      under such lease subsequent to the first date upon which it may be so
      terminated; 


    
      
        
        

      

      
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    (2) the
      term
“shareholders’ equity in the Guarantor and its consolidated Subsidiaries” shall
      mean the share capital, share premium, contributed surplus and retained earnings
      of the Guarantor and its consolidated Subsidiaries, excluding the cost of shares
      of the Guarantor held by its Affiliates, all as determined in accordance with
      U.S. generally accepted accounting principles; and

     

    (3) the
      term
“Mortgage” on any specified property shall mean any mortgage, lien, pledge,
      charge or other security interest or encumbrance of any kind in respect of
      such
      property.

     

    
      	
              SECTION
                1005.

            	
              Limitation
                on Sale and Leaseback Transactions. 

            


    

     

    The
      Guarantor covenants and agrees for the benefit of each series of Securities,
      other than any series established by or pursuant to a Board Resolution of the
      Guarantor or in one or more supplemental indentures hereto which specifically
      provides otherwise, that it will not, and will not permit any Restricted
      Subsidiary to, enter into any arrangement with any person for the leasing by
      the
      Guarantor or a Restricted Subsidiary (except for leases for a term of not more
      than three years and for leases of a part of a Principal Property which has
      been
      sold, for use in connection with the winding up or termination of the business
      conducted on such Principal Property, and except, in the case of a Restricted
      Subsidiary, a lease to the Guarantor or another Restricted Subsidiary) of any
      Principal Property (whether now owned or hereafter acquired), which Principal
      Property has been or is intended to be sold or transferred by the Guarantor
      or
      such Restricted Subsidiary to such person (herein referred to as a “Sale and
      Leaseback Transaction”), unless (a) the Guarantor or such Restricted
      Subsidiary would be entitled, pursuant to the provisions of Section 1004, to
      incur indebtedness secured by a Mortgage on such Principal Property without
      equally and ratably securing the Securities, or (b) the Guarantor shall
      (and in any such case the Guarantor covenants that it will) apply within
      180 days of the effective date of any such Sale and Leaseback Transaction
      an amount equal to the fair value (as determined by its Board of Directors)
      of
      such Principal Property so leased (i) to the retirement (other than by payment
      at maturity or to satisfy the mandatory requirements of any sinking, purchase
      or
      analogous fund or prepayment provision) of the Securities or other Funded
      Indebtedness of the Guarantor or any Restricted Subsidiary ranking on a parity
      with the Securities, provided,
      however,
      that
      the amount to be applied to the retirement of any Funded Indebtedness as
      provided under this Clause (i) shall be reduced by (x) the principal amount
      of any Securities delivered within 180 days after such sale or transfer to
      the Trustee for the Securities of such series for retirement and cancellation
      and (y) the principal amount of other Funded Indebtedness ranking on a
      parity with the Securities voluntarily retired by the Guarantor within
      180 days after such sale or transfer; or (ii) to the purchase, improvement
      or construction of properties which are Principal Properties, provided,
      that if
      only a portion of such proceeds is designated as a credit against such purchase,
      improvement or construction, the Guarantor shall apply an amount equal to the
      remainder as provided in Clause (i); and promptly after the expiration of such
      180-day period the Guarantor shall have delivered to the Trustee for the
      Securities of such series an Officer’s Certificate setting forth in reasonable
      detail all material facts necessary to show compliance with this
      Subsection.


    
      
        
        

      

      
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              SECTION
                1006.

            	
              Defeasance
                of Certain Obligations. 

            


    

     

    Each
      of
      the Company and the Guarantor may omit to comply with, and shall have no
      liability in respect of, any term, provision or condition set forth in Sections
      802, 1004 and 1005 (and each of the Company and the Guarantor may omit to comply
      with, and shall have no liability in respect of any other provision or condition
      specified pursuant to Section 301(14) for such Securities) with respect to
      the
      Securities of any series whether directly or indirectly, by reason of any
      reference elsewhere herein to any such covenant, to any other provision herein
      or in any other document and such omission to comply shall not constitute a
      Default or Event of Default under Section 501(4) or otherwise, as the case
      may
      be; provided
      that the
      following conditions shall have been satisfied: 

     

    (1) Either
      the Company or the Guarantor has deposited or caused to be irrevocably deposited
      (except as provided in Section 402(c) and the last paragraph of Section 1003)
      with the Trustee for the Securities of such series (specifying that each deposit
      is pursuant to this Section 1006) as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of the
      Securities of such series, (i) money in an amount, or (ii) (except as
      provided in a supplemental indenture with respect to such series) if Securities
      of such series are not subject to repurchase at the option of such Holders,
      (A) U.S. Government Obligations which through the payment of interest and
      principal in respect thereof in accordance with their terms will provide not
      later than one day before the due date of any payment referred to in Clause
      (x)
      or (y) of this subparagraph (1) money in an amount, or (B) a combination of
      the
      foregoing, sufficient, in the opinion of a nationally recognized firm of
      independent certified public accountants expressed in a written certification
      thereof delivered to such Trustee, to pay and discharge (x) the principal of
      (and premium, if any, on) and each installment of principal of (and premium,
      if
      any, on) and interest, if any, on the Outstanding Securities of such series
      on
      the Stated Maturity of such principal or installment of principal or interest
      or
      to and including the Redemption Date irrevocably designated by the Company
      or
      the Guarantor, as the case may be, pursuant to subparagraph (4) of this Section
      and (y) any mandatory sinking fund payments applicable to the Securities of
      such
      series on the day on which such payments are due and payable in accordance
      with
      the terms of the Indenture and of the Securities of such series;

     

    (2) No
      Event
      of Default or event which, with notice or lapse of time or both, would become
      an
      Event of Default (including by reason of such deposit) with respect to the
      Securities of such series shall have occurred and be continuing on the date
      of
      such deposit;


    
      
        
        

      

      
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    (3) The
      Company or the Guarantor, as the case may be, shall have delivered to such
      Trustee an Opinion of Counsel to the effect that Holders of the Securities
      of
      such series will not recognize income, gain or loss for federal income tax
      purposes as a result of such deposit and defeasance of certain obligations
      and
      that no Event of Default or default shall have occurred and be continuing;
      and

     

    (4) If
      the
      Company or the Guarantor has deposited or caused to be deposited money or
      U.S. Government Obligations or a combination thereof to pay or discharge
      the principal of (and premium, if any, on) and interest, if any, on the
      Outstanding Securities of a series to and including a Redemption Date on which
      all of the Outstanding Securities of such series are to be redeemed, such
      Redemption Date shall be irrevocably designated by a Board Resolution of the
      Company or the Guarantor, as the case may be, or delivered to such Trustee
      on or
      prior to the date of deposit of such money or U.S. Government Obligations,
      and
      such Board Resolution shall be accompanied by an irrevocable Company Request
      that such Trustee give notice of such redemption in the name and at the expense
      of the Company or the Guarantor, as the case may be, and not less than 30 nor
      more than 60 days prior to such Redemption Date in accordance with
      Section 1104.

     

    
      	
              SECTION
                1007.

            	
              Statement
                by Officer as to Default.

            


    

     

    Each
      of
      the Company and the Guarantor will deliver to the Trustee for each series of
      Securities, on or before May 15 in each year ending after the date hereof,
      an
      Officer’s Certificate (one of the signatories of which shall be the principal
      executive officer, principal accounting officer or principal financial officer
      of the Company) stating that in the course of the performance by such signer
      of
      his or her duties as an officer of the Company or the Guarantor, as the case
      may
      be, he would normally have knowledge of any default (without regard to periods
      of grace or notice requirements) by the Company or the Guarantor in the
      performance and observance of any of the covenants contained in this Indenture,
      and stating whether or not he has knowledge of any such default and, if so,
      specifying each such default of which such signer has knowledge and the nature
      thereof.

     

    The
      Company and the Guarantor each covenant to deliver to the Trustee, for each
      series of Securities, as soon as possible and in any event within five Business
      Days after the Company or the Guarantor, as the case may be, becomes aware
      of
      the occurrence of any Event of Default or an event which, with notice or the
      lapse of time or both, would constitute an Event of Default, an Officer’s
      Certificate setting forth the details of such Event of Default or default and
      the action which the Company or the Guarantor, as the case may be, proposes
      to
      take with respect thereto.


    
      
        
        

      

      
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              SECTION
                1008.

            	
              Waiver
                of Certain Covenants.

            


    

     

    Each
      of
      the Company and the Guarantor may omit in any particular instance to comply
      with
      any term, provision or condition set forth in Sections 802, 1004 and 1005 (and
      each of the Company and the Guarantor may omit in any particular instance to
      comply with any term, provision or condition specified pursuant to Section
      301(14) for such Securities) if before the time for such compliance the Holders
      of at least a majority in principal amount of the Outstanding Securities of
      all
      series affected by such omission (voting as one class) shall, by Act of such
      Holders, either waive such compliance in such instance or generally waive
      compliance with such term, provision or condition, but no such waiver shall
      extend to or affect such term, provision or condition except to the extent
      so
      expressly waived, and, until such waiver shall become effective, the obligations
      of the Company and the Guarantor, as the case may be, and the duties of the
      Trustee for the Securities of each series in respect of any such term, provision
      or condition shall remain in full force and effect. 

     

    
      	
              SECTION
                1009.

            	
              Calculation
                of Original Issue Discount.

            


    

     

    The
      Company shall file with the Trustee for the Securities of each series promptly
      at the end of each calendar year (i) a written notice specifying the amount
      of original issue discount (including daily rates and accrual periods) accrued
      on the Outstanding Securities as of the end of such year and (ii) such
      other specific information relating to such original issue discount as may
      then
      be relevant under the Internal Revenue Code of 1986, as amended from time to
      time.

     

    ARTICLE
      ELEVEN

    -
      REDEMPTION OF SECURITIES

     

    
      	
              SECTION
                1101.

            	
              Applicability
                of Article.

            


    

     

    Securities
      of any series which are redeemable before their Stated Maturity shall be
      redeemable in accordance with their terms and (except as otherwise specified
      as
      contemplated by Section 301 for Securities of any series) in accordance
      with this Article.

     

    
      	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee.

            


    

     

    The
      election of the Company to redeem any Securities of any series shall be
      evidenced by an Officer’s Certificate. In case of any redemption at the election
      of the Company of 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 reasonably satisfactory to the Trustee for the Securities of
      such series), notify such Trustee of such Redemption Date and of the principal
      amount of Securities of such series to be redeemed, such notice to be
      accompanied by a written statement signed by an authorized officer of the
      Company stating that no defaults in the payment of interest or Events of Default
      with respect to the Securities of that series have occurred (which have not
      been
      waived or cured). 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
      for the Securities of such series with an Officer’s Certificate evidencing
      compliance with such restriction.

     

    
      	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to Be Redeemed.

            


    

     

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


    
      
        
        

      

      
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    Securities
      shall be excluded from eligibility for selection for redemption if they are
      identified by registration and certificate number in a written statement signed
      by an authorized officer of the Company and delivered to the Trustee for the
      Securities of such series at least 60 days prior to the Redemption Date as
      being owned of record and beneficially by, and not pledged or hypothecated
      by
      either (a) the Company or the Guarantor or (b) an entity specifically
      identified in such written statement which is an Affiliate of the Company or
      the
      Guarantor.

     

    The
      Trustee for the Securities of such series shall promptly notify the Company
      and
      the Guarantor 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
                1104.

            	
              Notice
                of Redemption.

            


    

     

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

     

    All
      notices of redemption shall identify the Securities (including CUSIP numbers)
      to
      be redeemed and 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, 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) the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price; and

     

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


    
      
        
        

      

      
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    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 written request and expense, by the
      Trustee for such Securities in the name and at the expense of the
      Company.

     

    
      	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price.

            


    

     

    At
      least
      one Business Day prior to any Redemption Date, the Company or the Guarantor
      shall deposit with the Trustee for the Securities to be redeemed or with a
      Paying Agent (or, if the Company or the Guarantor is acting as its own Paying
      Agent, segregate and hold in trust as provided in Section 1003) an amount of
      money sufficient to pay the Redemption Price of, and (except if the Redemption
      Date shall be an Interest Payment Date) accrued interest on, all the Securities
      which are to be redeemed on that date (to the extent that such amounts are
      not
      already on deposit at such time in accordance with the provisions of Section
      401, 403 or 1006).

     

    
      	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date.

            


    

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued and unpaid 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 and unpaid
      interest to the Redemption Date; provided,
      however,
      that
      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 307.

     

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

     

    
      	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part.

            


    

     

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

     

    
      	
              SECTION
                1108.

            	
              Offer
                to Redeem Upon Change of Control Triggering
                Event.

            


    

     

    Upon
      the
      occurrence of a Change of Control Triggering Event, unless the Company has
      previously exercised its right to redeem the Securities in full, each Holder
      of
      Securities shall have the right to require the Company to purchase all or a
      portion of such Holder’s Securities pursuant to the offer described below (the
“Change of Control Offer”) at a purchase price equal to 101% of the principal
      amount thereof plus accrued and unpaid interest, if any, to the date of
      purchase, subject to the rights of Holders of Securities on the relevant record
      date to receive interest due on the relevant interest payment date.



    
      
        
        

      

      
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    Within
      30
      days following the date upon which the Change of Control Triggering Event
      occurred, or at the Company’s option, prior to any Change of Control but after
      the public announcement of the pending Change of Control, the Company shall
      be
      required to send, by first class mail, a notice to each Holder of Securities,
      with a copy to the Trustee, which notice shall govern the terms of the Change
      of
      Control Offer. Such notice shall state:

     

    (i)(a)
      if
      mailed following the date upon which a Change of Control Triggering Event has
      occurred, that a Change of Control Triggering Event has occurred and that such
      Holder of Securities has the right to require the Company to purchase all or
      a
      portion of such Holder’s Securities at a purchase price in cash equal to 101% of
      the principal amount thereof, plus accrued and unpaid interest, if any, to
      the
      date of purchase (subject to the right of Holders of Securities of record on
      the
      relevant record date to receive interest on the relevant interest payment date),
      or (b) if mailed prior to any Change of Control but after the public
      announcement of a pending Change of Control, that a Change of Control is pending
      and, upon the occurrence of a Change of Control Triggering Event, such Holder
      of
      Securities has the right to require the Company to purchase all or a portion
      of
      such Holder’s Securities at a purchase price in cash equal to 101% of the
      principal amount thereof, plus accrued and unpaid interest, if any, to the
      date
      of purchase (subject to the right of Holders of Securities of record on the
      relevant record date to receive interest on the relevant interest payment date)
      and that the Change of Control Offer is conditioned on the Change of Control
      being consummated on or prior to the Change of Control Payment Date (as defined
      below);

    


    (ii)
      the
      circumstances and relevant facts regarding such Change of Control Triggering
      Event;

    


    (iii)
      the
      purchase date, which must be no earlier than 30 days nor later than 60 days
      from
      the date such notice is mailed, other than as may be required by law (the
“Change of Control Payment Date”); and

    


    (iv)
      the
      instructions determined by the Company, consistent with this Section, that
      a
      Holder of Securities must follow in order to have its Securities
      purchased.

     

    Holders
      electing to have Securities purchased pursuant to a Change of Control Offer
      shall be required to surrender their Securities, with the form provided in
      Section 203 entitled “Option of Holder to Elect Purchase” on the reverse of the
      Securities completed, to the Paying Agent at the address specified in the
      notice, or transfer their Securities to the Paying Agent by book-entry transfer
      pursuant to the applicable procedures of the Paying Agent, prior to the close
      of
      business on the third Business Day prior to the Change of Control Payment Date.
      Holders of Securities shall be entitled to withdraw their election if the Paying
      Agent receives not later than one Business Day prior to the purchase date a
      telegram, telex facsimile transmission or letter setting forth the name of
      the
      Holder of Securities and a statement that such Holder is withdrawing its
      election to have such Security purchased.


    
      
        
        

      

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

     

    
      	 	
              1.

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


            


    

     

    
      	 	
              2.

            	
              deposit
                with the Paying Agent an amount equal to the aggregate payment in
                respect
                of all Securities (or portions of Securities) properly tendered pursuant
                to the Change of Control Offer; and

            


    

     

    
      	 	
              3.

            	
              deliver
                or cause to be delivered to the Trustee the Securities properly accepted
                for purchase, together with an Officer’s Certificate stating the aggregate
                principal amount of Securities (or portions of Securities) being
                purchased. 

            


    

     

    The
      Paying Agent will promptly mail to each Holder of properly tendered Securities
      the purchase price for the Securities, and the Trustee will promptly
      authenticate and mail (or cause to be transferred by book-entry) to each such
      Holder new Securities equal in principal amount to any unpurchased portion
      of
      any Securities surrendered; provided,
      that
      each new Security will be in a principal amount of $2,000 or an integral
      multiple of $1,000 thereof. A Security shall be deemed to have been accepted
      for
      purchase at the time the Paying Agent mails or delivers payment therefor to
      the
      Surrendering Holder. 

     

    The
      Company shall not be required to make a Change of Control Offer if a third
      party
      makes such an offer in the manner, at the times and otherwise in compliance
      with
      the requirements in this Section 1108 for such an offer made by the Company
      and
      such third party purchases all properly tendered Securities not withdrawn under
      its offer.

     

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

     

    ARTICLE
      TWELVE

    -
      SINKING
      FUNDS

     

    
      	
              SECTION
                1201.

            	
              Applicability
                of Article.

            


    

     

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

     

    The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “mandatory sinking fund
      payment,” and any payment in excess of such minimum amount provided for by the
      terms of 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 1202. Each sinking fund payment shall be applied to the
      redemption of Securities of any series as provided for by the terms of
      Securities of such series.


    
      
        
        

      

      
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              SECTION
                1202.

            	
              Satisfaction
                of Sinking Fund Payments with Securities.

            


    

     

    In
      lieu
      of making all or any part of any mandatory sinking fund payment with respect
      to
      any series of Securities in cash, the Company may at its option (a) deliver
      to the Trustee for such Securities, Securities of such series theretofore
      purchased or otherwise acquired (except upon redemption pursuant to the
      mandatory sinking fund) by the Company or receive credit for Securities of
      such
      series (not previously so credited) theretofore purchased or otherwise acquired
      (except as aforesaid) by the Company and delivered to such Trustee for
      cancellation pursuant to Section 309, (b) receive credit for optional
      sinking fund payments (not previously so credited) made pursuant to this
      Section, or (c) receive credit for Securities of such series (not
      previously so credited) redeemed by the Company through any optional redemption
      provision contained in the terms of such series. Securities so delivered or
      credited shall be received or credited by such Trustee at the sinking fund
      redemption price specified in such Securities.

     

    
      	
              SECTION
                1203.

            	
              Redemption
                of Securities for Sinking Fund.

            


    

     

    Not
      less
      than 60 days prior to each sinking fund payment date for any series of
      Securities, the Company will deliver to the Trustee for the Securities of such
      series an Officer’s Certificate (which need not contain the statements required
      by Section 102) stating that no defaults in the payment of interest, if
      any, with respect to Securities of that series and no Events of Default with
      respect to Securities of that series have occurred (which in either case have
      not been waived or cured) and (a) specifying the amount of the next ensuing
      sinking fund payment for that series pursuant to the terms of that series,
      (b) whether or not the Company intends to exercise its right, if any, to
      make an optional sinking fund payment with respect to such series on the next
      ensuing sinking fund payment date and, if so, the amount of such optional
      sinking fund payment, and (c) 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 1202, and will also deliver to such Trustee any Securities to be so
      delivered. Such written statement shall be irrevocable and upon its receipt
      by
      such Trustee the Company shall become unconditionally obligated to make all
      the
      cash payments or payments therein referred to, if any, on or before the next
      succeeding sinking fund payment date. Failure of the Company, on or before
      any
      such 60th
      day, to
      deliver such written statement and Securities specified in this paragraph,
      if
      any, shall not constitute a default but shall constitute, on and as of such
      date, the irrevocable election of the Company (i) that the mandatory
      sinking fund payment for such series due on the next succeeding sinking fund
      payment date shall be paid entirely in cash without the option to deliver or
      credit Securities of such series in respect therefor and (ii) that the
      Company will make no optional sinking fund payment with respect to such series
      as provided in this Section.

     

    Not
      less
      than 30 days before each such sinking fund payment date the Trustee for any
      series of Securities shall select the Securities of such series to be redeemed
      upon such sinking fund payment date in the manner specified in Section 1103
      and cause notice of the redemption thereof to be given in the name of and at
      the
      expense of the Company in the manner provided in Section 1104. Such notice
      having been duly given, the redemption of such Securities shall be made upon
      the
      terms and in the manner stated in Sections 1105, 1106 and 1107.


    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    


    The
      Trustee for any series of Securities shall not redeem or cause to be redeemed
      any Security of such series with sinking fund moneys or mail any notice of
      redemption of Securities of such series by operation of the sinking fund during
      the continuance of a default in payment of interest with respect to Securities
      of that series or an Event of Default with respect to the Securities of that
      series except that, where the mailing of notice of redemption of any Securities
      shall theretofore have been made, such Trustee shall redeem or cause to be
      redeemed such Securities; provided,
      that it
      shall have received from the Company a sum sufficient for such redemption.
      Except as aforesaid, any moneys in the sinking fund for such series at the
      time
      when any such default or Event of Default, shall occur, and any moneys
      thereafter paid into the sinking fund, shall, during the continuance of such
      default or Event of Default, be deemed to have been collected under Article
      Five
      and held for the payment of all such Securities. In case such Event of Default
      shall have been waived as provided in Section 513 or the default or Event
      of Default cured on or before the 60th
      day
      preceding the sinking fund payment date, such moneys shall thereafter be applied
      on the next succeeding sinking fund payment date in accordance with this Section
      to the redemption of such Securities.

     

    ARTICLE
      THIRTEEN

    -
      GUARANTEE

     

    
      	
              SECTION
                1301.

            	
              Guarantee.

            


    

     

    (a) Subject
      to the provisions of this Article Thirteen and for good and valuable
      consideration, the receipt of which is hereby acknowledged, the Guarantor hereby
      fully and unconditionally guarantees to each Holder of a Security of each series
      authenticated and delivered by the Trustee for such Securities hereunder and
      to
      such Trustee for itself and on behalf of each such Holder, the due and punctual
      payment of principal of (and premium, if any, on) and interest on the Securities
      when and as the same shall become due and payable, whether at the Stated
      Maturity, by declaration of acceleration, call for redemption or otherwise,
      and
      all other amounts owed under this Indenture, according to the terms thereof
      and
      of this Indenture. In case of the failure of the Company promptly to make any
      such payment of principal (and premium, if any, on) or interest, the Guarantor
      hereby agrees to make any such payment to be made promptly when and as the
      same
      shall become due and payable, whether at the Stated Maturity or by declaration
      of acceleration, call for redemption or otherwise, and as if such payment were
      made by the Company.


    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    


    (b) The
      Guarantor hereby agrees that its obligations hereunder shall be as if it were
      principal debtor and not merely surety, and shall be absolute and unconditional,
      joint and several, irrespective of, and shall be unaffected by any failure
      to
      enforce the provisions of such Security or this Indenture, or any waiver,
      modification or indulgence granted to the Company with respect thereto, by
      the
      Holder of such Security or the Trustee for the Securities of such series or
      any
      other circumstance which may otherwise constitute a legal or equitable discharge
      of a surety or guarantor; provided,
      however,
      that,
      notwithstanding the foregoing, no such waiver, modification or indulgence shall,
      without the consent of the Guarantor increase the principal amount of such
      Security, or increase the interest rate thereon, or increase any premium payable
      upon redemption thereof, or alter the Stated Maturity thereof, or increase
      the
      principal amount of any Original Issue Discount Security that would be due
      and
      payable upon a declaration of acceleration or the maturity thereof pursuant
      to
      Article Five of this Indenture. The Guarantor hereby waives diligence,
      presentment, demand of payment, filing of claims with a court in the event
      of
      merger or bankruptcy of the Company, any right to require a proceeding first
      against the Company, protest or notice with respect to such Security or the
      indebtedness evidenced thereby or with respect to any sinking fund or analogous
      payment required under such Security and all demands whatsoever, and covenants
      that this Guarantee will not be discharged except by payment in full of the
      principal of (and premium, if any, on) and interest on such Security or as
      otherwise set forth in this Indenture; provided,
      that if
      any Holder or the Trustee is required by any court or otherwise to return to
      the
      Company, the Guarantor or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantor any amount
      paid either to the Trustee or such Holder, the Guarantee, to the extent
      theretofore discharged, shall be reinstated in full force and
      effect.

     

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

     

    
      	
              SECTION
                1302.

            	
              Execution
                and Delivery of Guarantee.

            


    

     

    The
      Guarantee to be endorsed on the Securities of each series shall include the
      terms of the Guarantee set forth in Section 1301 and any other terms that may
      be
      set forth in the form established pursuant to Section 206 with respect to such
      series. The Guarantor hereby agrees to execute the Guarantee, in a form
      established pursuant to Section 206, to be endorsed on each Security
      authenticated and delivered by the Trustee for the Securities of such
      series.

     

    The
      Guarantee shall be executed in accordance with Section 303. The delivery of
      any
      Security by the Trustee for the Securities of such series, after the
      authentication thereof hereunder, shall constitute due delivery of the Guarantee
      endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that
      its Guarantee set forth in Section 1301 shall remain in full force and effect
      notwithstanding any failure to endorse a Guarantee on any Security.

     

    
      	
              SECTION
                1303.

            	
              Notice
                to Trustee.

            


    

     

    The
      Guarantor shall give prompt written notice to the Trustee for the Securities
      of
      such series of any fact known to the Guarantor which prohibits the making of
      any
      payment to or by such Trustee in respect of the Guarantee pursuant to the
      provisions of this Article Thirteen other than any agreement in effect on the
      date hereof.


    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    


    
      	
              SECTION
                1304.

            	
              This
                Article Not to Prevent Events of
                Default.

            


    

     

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

     

    
      	
              SECTION
                1305.

            	
              Amendment,
                Etc.

            


    

     

    No
      amendment, modification or waiver of any provision of this Indenture relating
      to
      the Guarantor or consent to any departure by the Guarantor or any other Person
      from any such provision will in any event be effective unless it is signed
      by
      the Guarantor and the Trustee for the Securities of such series.

     

    
      	
              SECTION
                1306.

            	
              Limitation
                on Liability.

            


    

     

    With
      respect to the Guarantor, the obligations of the Guarantor hereunder will be
      limited to the maximum amount, as will not result in the obligations of the
      Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent
      transfer, after giving effect to all other relevant liabilities of the
      Guarantor.

     

    [Remainder
      of page left intentionally blank.]


    
      
        
        

      

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

    


    
      	
              INGERSOLL-RAND
                GLOBAL HOLDING

              COMPANY
                LIMITED, as the Company

            
	 	 
	
              By:

            	
              /s/
                David S. Kuhl

            
	 	
              Name:
                David S. Kuhl

            
	 	
              Title:
                Vice President and Treasurer

            
	 	 
	
              INGERSOLL-RAND
                COMPANY LIMITED,

              as
                Guarantor

            
	 	 
	
              By:

            	
              /s/
                David S. Kuhl

            
	 	
              Name:
                David S. Kuhl

            
	 	
              Title:
                Vice President and Treasurer

            
	 	 
	
              By:

            	
              /s/
                Barbara A. Santoro

            
	 	
              Name:
                Barbara A. Santoro

            
	 	
              Title:
                Vice President and Secretary

            
	 	 
	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 
	
              By:

            	
              /s/
                Raymond Dellicolli

            
	 	
              Title:
                Vice President