Exhibit
4.1

     

    INDENTURE

     

    between


     

    REPUBLIC
AIRWAYS HOLDINGS INC.


     

    and


     

    [_____],


     

    as
Trustee


     

    Dated as
of [_____]


     

    Providing
for Issuance of

    Debt
Securities in Series


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    ARTICLE
      1

                  	
                    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                  	
                    1

                  
	
                    Section
      1.1.

                  	
                    Definitions

                  	
                    1

                  
	
                    Section
      1.2.

                  	
                    Compliance
      Certificates and Opinions

                  	
                    8

                  
	
                    Section
      1.3.

                  	
                    Form
      of Documents Delivered to Trustee

                  	
                    8

                  
	
                    Section
      1.4.

                  	
                    Acts
      of Holders

                  	
                    9

                  
	
                    Section
      1.5.

                  	
                    Notices,
      etc., to Trustee and Company

                  	
                    11

                  
	
                    Section
      1.6.

                  	
                    Notice
      to Holders; Waiver

                  	
                    11

                  
	
                    Section
      1.7.

                  	
                    Headings
      and Table of Contents

                  	
                    12

                  
	
                    Section
      1.8.

                  	
                    Successor
      and Assigns

                  	
                    12

                  
	
                    Section
      1.9.

                  	
                    Separability

                  	
                    12

                  
	
                    Section
      1.10.

                  	
                    Benefits
      of Indenture

                  	
                    12

                  
	
                    Section
      1.11.

                  	
                    Governing
      Law

                  	
                    12

                  
	
                    Section
      1.12.

                  	
                    Legal
      Holidays

                  	
                    13

                  
	
                    Section
      1.13.

                  	
                    No
      Recourse Against Others

                  	
                    13

                  
	
                    ARTICLE
      2

                  	
                    SECURITY
      FORMS

                  	
                    13

                  
	
                    Section
      2.1.

                  	
                    Forms
      Generally

                  	
                    13

                  
	
                    Section
      2.2.

                  	
                    Form
      of Trustee’s Certificate of Authentication

                  	
                    14

                  
	
                    Section
      2.3.

                  	
                    Securities
      in Global Form

                  	
                    14

                  
	
                    Section
      2.4.

                  	
                    Form
      of Legend for Securities in Global Form

                  	
                    14

                  
	
                    ARTICLE
      3

                  	
                    THE
      SECURITIES

                  	
                    15

                  
	
                    Section
      3.1.

                  	
                    Amount
      Unlimited; Issuable in Series

                  	
                    15

                  
	
                    Section
      3.2.

                  	
                    Denominations

                  	
                    19

                  
	
                    Section
      3.3.

                  	
                    Execution,
      Authentication, Delivery and Dating

                  	
                    19

                  
	
                    Section
      3.4.

                  	
                    Temporary
      Securities

                  	
                    22

                  
	
                    Section
      3.5.

                  	
                    Registration,
      Transfer and Exchange

                  	
                    23

                  
	
                    Section
      3.6.

                  	
                    Replacement
      Securities

                  	
                    26

                  
	
                    Section
      3.7.

                  	
                    Payment
      of Interest; Interest Rights Preserved

                  	
                    27

                  
	
                    Section
      3.8.

                  	
                    Persons
      Deemed Owners

                  	
                    29

                  
	
                    Section
      3.9.

                  	
                    Cancellation

                  	
                    29

                  


          

        

      

    

     

    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Section
      3.10.

                  	
                    Computation
      of Interest

                  	
                    30

                  
	
                    Section
      3.11.

                  	
                    Currency
      and Manner of Payment in Respect of Securities

                  	
                    30

                  
	
                    Section
      3.12.

                  	
                    Appointment
      and Resignation of Exchange Rate Agent

                  	
                    35

                  
	
                    Section
      3.13.

                  	
                    CUSIP
      Numbers

                  	
                    35

                  
	
                    ARTICLE
      4

                  	
                    SATISFACTION,
      DISCHARGE AND DEFEASANCE

                  	
                    35

                  
	
                    Section
      4.1.

                  	
                    Termination
      of Company’s Obligations Under the Indenture

                  	
                    35

                  
	
                    Section
      4.2.

                  	
                    Application
      of Trust Funds

                  	
                    37

                  
	
                    Section
      4.3.

                  	
                    Applicability
      of Defeasance Provisions; Company’s Option to Effect Defeasance or
      Covenant Defeasance

                  	
                    37

                  
	
                    Section
      4.4.

                  	
                    Defeasance
      and Discharge

                  	
                    37

                  
	
                    Section
      4.5.

                  	
                    Covenant
      Defeasance

                  	
                    38

                  
	
                    Section
      4.6.

                  	
                    Conditions
      to Defeasance or Covenant Defeasance

                  	
                    38

                  
	
                    Section
      4.7.

                  	
                    Deposited
      Money and Government Obligations To Be Held in Trust

                  	
                    40

                  
	
                    Section
      4.8.

                  	
                    Repayment
      to Company

                  	
                    40

                  
	
                    Section
      4.9.

                  	
                    Indemnity
      for Government Obligations

                  	
                    40

                  
	
                    ARTICLE
      5

                  	
                    DEFAULTS
      AND REMEDIES

                  	
                    41

                  
	
                    Section
      5.1.

                  	
                    Events
      of Default

                  	
                    41

                  
	
                    Section
      5.2.

                  	
                    Acceleration;
      Rescission and Annulment

                  	
                    42

                  
	
                    Section
      5.3.

                  	
                    Collection
      of Indebtedness and Suits for Enforcement by Trustee

                  	
                    42

                  
	
                    Section
      5.4.

                  	
                    Trustee
      May File Proofs of Claim

                  	
                    43

                  
	
                    Section
      5.5.

                  	
                    Trustee
      May Enforce Claims Without Possession of Securities

                  	
                    43

                  
	
                    Section
      5.6.

                  	
                    Delay
      or Omission Not Waiver

                  	
                    43

                  
	
                    Section
      5.7.

                  	
                    Waiver
      of Past Defaults

                  	
                    43

                  
	
                    Section
      5.8.

                  	
                    Control
      by Majority

                  	
                    43

                  
	
                    Section
      5.9.

                  	
                    Limitation
      on Suits by Holders

                  	
                    44

                  
	
                    Section
      5.10.

                  	
                    Rights
      of Holders to Receive Payment

                  	
                    44

                  
	
                    Section
      5.11.

                  	
                    Application
      of Money Collected

                  	
                    44

                  
	
                    Section
      5.12.

                  	
                    Restoration
      of Rights and Remedies

                  	
                    45

                  
	
                    Section
      5.13.

                  	
                    Rights
      and Remedies Cumulative

                  	
                    45

                  


          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Section
      5.14.

                  	
                    Waiver
      of Stay, Extension or Usury Laws

                  	
                    45

                  
	
                    ARTICLE
      6

                  	
                    THE
      TRUSTEE

                  	
                    46

                  
	
                    Section
      6.1.

                  	
                    Rights
      of Trustee

                  	
                    46

                  
	
                    Section
      6.2.

                  	
                    Trustee
      May Hold Securities

                  	
                    47

                  
	
                    Section
      6.3.

                  	
                    Money
      Held in Trust

                  	
                    47

                  
	
                    Section
      6.4.

                  	
                    Trustee’s
      Disclaimer

                  	
                    47

                  
	
                    Section
      6.5.

                  	
                    Notice
      of Defaults

                  	
                    47

                  
	
                    Section
      6.6.

                  	
                    Reports
      by Trustee to Holders

                  	
                    48

                  
	
                    Section
      6.7.

                  	
                    Security
      Holder Lists

                  	
                    48

                  
	
                    Section
      6.8.

                  	
                    Compensation
      and Indemnity

                  	
                    48

                  
	
                    Section
      6.9.

                  	
                    Replacement
      of Trustee

                  	
                    49

                  
	
                    Section
      6.10.

                  	
                    Acceptance
      of Appointment by Successor

                  	
                    50

                  
	
                    Section
      6.11.

                  	
                    Eligibility;
      Disqualification

                  	
                    51

                  
	
                    Section
      6.12.

                  	
                    Merger,
      Conversion, Consolidation or Succession to Business

                  	
                    52

                  
	
                    Section
      6.13.

                  	
                    Appointment
      of Authenticating Agent

                  	
                    52

                  
	
                    ARTICLE
      7

                  	
                    CONSOLIDATION,
      MERGER OR SALE BY THE COMPANY

                  	
                    54

                  
	
                    Section
      7.1.

                  	
                    Consolidation,
      Merger or Sale of Assets Permitted

                  	
                    54

                  
	
                    ARTICLE
      8

                  	
                    SUPPLEMENTAL
      INDENTURES

                  	
                    54

                  
	
                    Section
      8.1.

                  	
                    Supplemental
      Indentures Without Consent of Holders

                  	
                    54

                  
	
                    Section
      8.2.

                  	
                    With
      Consent of Holders

                  	
                    55

                  
	
                    Section
      8.3.

                  	
                    Compliance
      with Trust Indenture Act

                  	
                    56

                  
	
                    Section
      8.4.

                  	
                    Execution
      of Supplemental Indentures

                  	
                    57

                  
	
                    Section
      8.5.

                  	
                    Effect
      of Supplemental Indentures

                  	
                    57

                  
	
                    Section
      8.6.

                  	
                    Reference
      in Securities to Supplemental Indentures

                  	
                    57

                  
	
                    ARTICLE
      9

                  	
                    COVENANTS

                  	
                    57

                  
	
                    Section
      9.1.

                  	
                    Payment
      of Principal, Premium, if any, and Interest

                  	
                    57

                  
	
                    Section
      9.2.

                  	
                    Maintenance
      of Office or Agency

                  	
                    58

                  
	
                    Section
      9.3.

                  	
                    Money
      for Securities To Be Held in Trust; Unclaimed Money

                  	
                    59

                  
	
                    Section
      9.4.

                  	
                    Corporate
      Existence

                  	
                    60

                  
	
                    Section
      9.5.

                  	
                    Insurance

                  	
                    60

                  


          

        

      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Section
      9.6.

                  	
                    Reports
      by the Company

                  	
                    60

                  
	
                    Section
      9.7.

                  	
                    Annual
      Review Certificate

                  	
                    61

                  
	
                    Section
      9.8.

                  	
                    Calculation
      of Original Issue Discount

                  	
                    61

                  
	
                    ARTICLE
      10

                  	
                    REDEMPTION

                  	
                    61

                  
	
                    Section
      10.1.

                  	
                    Applicability
      of Article

                  	
                    61

                  
	
                    Section
      10.2.

                  	
                    Election
      to Redeem; Notice to Trustee

                  	
                    61

                  
	
                    Section
      10.3.

                  	
                    Selection
      of Securities To Be Redeemed

                  	
                    62

                  
	
                    Section
      10.4.

                  	
                    Notice
      of Redemption

                  	
                    62

                  
	
                    Section
      10.5.

                  	
                    Deposit
      of Redemption Price

                  	
                    63

                  
	
                    Section
      10.6.

                  	
                    Securities
      Payable on Redemption Date

                  	
                    63

                  
	
                    Section
      10.7.

                  	
                    Securities
      Redeemed in Part

                  	
                    64

                  
	
                    ARTICLE
      11

                  	
                    SINKING
      FUNDS

                  	
                    64

                  
	
                    Section
      11.1.

                  	
                    Applicability
      of Article

                  	
                    64

                  
	
                    Section
      11.2.

                  	
                    Satisfaction
      of Sinking Fund Payments with Securities

                  	
                    65

                  
	
                    Section
      11.3.

                  	
                    Redemption
      of Securities for Sinking Fund

                  	
                    65

                  


          

        

      

    

     

    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    


    INDENTURE,
dated as of [_____], between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware
corporation (the “Company”), and
[_____], Trustee, a [_____] (the “Trustee”).

     

    RECITALS

     

    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 (“Securities”) to be
issued in one or more series as herein provided.

     

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

     

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

     

    ARTICLE
1


     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
1.1.    Definitions.  (a)  For
all purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:

     

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

     

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

     

    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and

     

    (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 or other
subdivision.

     

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

     

    “Agent” means any
Paying Agent or Registrar.

     

    “Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section
6.13.

     

    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    “Authorized Newspaper”
means a newspaper of general circulation, in the official language of the
country of publication or in the English language, customarily published on each
Business Day whether or not published on Saturdays, Sundays or
holidays.  Whenever successive publications in an Authorized Newspaper
are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or different
Authorized Newspapers.

     

    “Bearer Security”
means any Security issued hereunder which is payable to bearer.

     

    “Board” or “Board of Directors”
means the Board of Directors of the Company or the Executive Committee or any
other duly authorized committee thereof.

     

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

     

    “Business Day”, when
used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to Section 3.1, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or particular location are authorized or
obligated by law or executive order to close.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, 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.

     

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

     

    “Company Order” and
“Company
Request” mean, respectively, a written order or request signed in the
name of the Company by the Chairman of the Board, the Vice Chairman of the Board
of Directors, the President, any Executive Vice President or any Senior Vice
President, signing alone, or by any Vice President signing together with the
Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant
Secretary of the Company.

     

    “Corporate Trust
Office” means an office of the Trustee at which at any time its corporate
trust business shall be administered, which office at the date hereof is located
at [_____] or such other address as the Trustee may designate from time to time
by notice to the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Company).

     

    “currency unit”, for
all purposes of this Indenture, shall include any composite
currency.

     

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

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    “Depositary”, when
used with respect to the Securities of or within any series issuable or issued
in whole or in part in global form, means the Person designated as Depositary by
the Company pursuant to Section 3.1 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter shall mean or include each Person which is then a Depositary
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

     

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

     

    “Government
Obligations” means securities which are (i) direct obligations of the
United States or, if specified as contemplated by Section 3.1, the government
which issued the currency in which the Securities of a particular series are
payable, for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States or, if specified as contemplated by Section
3.1, such government which issued the foreign currency in which the Securities
of such series are payable, for the payment of which the full faith and credit
of the United States or such other government is pledged (whether by guaranty or
otherwise), which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depositary receipt issued by a
bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Government Obligation evidenced by such depositary receipt.

     

    “Guarantee”, when used
with respect to the Securities of or within any series, means a guarantee by the
Guarantor of the obligations of the Company under such Securities, which
guarantee may be included in an indenture or indentures supplemental hereto or
in a separate agreement.

     

    “Guarantor” means
[_____], a [_____], and its successors and assigns.

     

    “Holder” means, with
respect to a Bearer Security, a bearer thereof or of a coupon appertaining
thereto and, with respect to a Registered Security, a person in whose name such
Registered Security is registered on the Register.

     

    “Indenture” means this
Indenture as originally executed or as amended or supplemented from time to time
and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     

    “Indexed Security”
means a Security the terms of which provide that the principal amount thereof
payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance.

     

    “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.

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


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

     

    “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.

     

    “Officer” means the
Chairman of the Board, the Vice Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or the Corporate Secretary of the Company.

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
Vice Chairman of the Board of Directors, the President, any Executive Vice
President or any Senior Vice President, signing alone, or by any Vice President
signing together with the Corporate Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company.

     

    “Opinion of Counsel”
means a written opinion of legal counsel, who may be (a) the senior attorney
employed by the Company, (b) [_____] or (c) other counsel designated by the
Company.

     

    “Original Issue Discount
Security” means any Security which provides for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

     

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

     

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

     

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

     

    (iii)          Securities,
except to the extent provided in Sections 4.4 and 4.5, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in
Article IV; and

     

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

     

    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    provided,
however, that unless otherwise provided with respect to any Securities of any
series pursuant to Section 3.1, 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, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by section 313 of the
Trust Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent, determined as of such date of original issuance, of the amount
determined as provided in clause (w) above) of such Security, (y) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, and (z) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledge is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     

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

     

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

     

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

     

    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    “Place of Payment”,
when used with respect to the Securities of or within any series, means the
place or places where the principal of, premium, if any, and interest and any
other payments on such Securities are payable as specified as contemplated by
Sections 3.1 and 9.2.

     

    “Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

     

    “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, in whole or in part,
means the price at which it is to be redeemed pursuant to this
Indenture.

     

    “Registered Security”
means any Security issued hereunder and registered as to principal and interest
in the Register.

     

    “Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of or
within any series means the date specified for that purpose as contemplated by
Section 3.1, which date shall be, unless otherwise specified pursuant to Section
3.1, the fifteenth day preceding such Interest Payment Date, whether or not such
day shall be a Business Day.

     

    “Responsible Officer”,
when used with respect to the Trustee, shall mean any Vice President, any
Assistant Vice President, any Senior Trust Officer or Trust Officer, or any
officer of the Trustee customarily performing 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 his knowledge of
and familiarity with a particular subject.

     

    “Security” or “Securities” has the
meaning stated in the first recital of this Indenture and more particularly
means a Security or Securities of the Company issued, authenticated and
delivered under this Indenture.

     

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

     

    “Stated Maturity”,
when used with respect to any Security or any installment of principal thereof
or interest thereon, means the date specified in such Security or in a coupon
representing such installment of interest 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
Person of which the Company at the time owns or controls, directly or
indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a
majority of the Board of Directors, managers or trustees, as the case may be, of
such Person (irrespective of whether or not at the time stock of any other class
or classes or other equity interests of such corporation shall have or might
have voting power by reason of the happening of any contingency).

     

    
      
         


      

      
        - 6
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    “Trust Indenture Act”
means the Trust Indenture Act of 1939 as in effect on the date of this
Indenture, except as provided in Section 8.3.

     

    “Trustee” means the
party named as such in the first paragraph of this Indenture until a successor
Trustee replaces it pursuant to the applicable provisions of this Indenture, and
thereafter means such successor Trustee and if, at any time, there is more than
one Trustee, “Trustee” as used with
respect to the Securities of any series shall mean the Trustee with respect to
the Securities of that series.

     

    “United States” means,
unless otherwise specified with respect to the Securities of any series as
contemplated by Section 3.1, the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     

    “U.S. Person” means,
unless otherwise specified with respect to the Securities of any series as
contemplated by Section 3.1, an individual citizen or resident of the United
States, a corporation created or organized in or under the laws of the United
States, any State thereof or the District of Columbia, or a partnership, estate
or trust treated as a domestic partnership, estate or trust for United States
federal income tax purposes.

     

    “Yield to Maturity”
means the yield to maturity, calculated by the Company at the time of issuance
of a series of Securities or, if applicable, at the most recent determination of
interest on such series, in accordance with accepted financial
practice.

     

    (b) The
following terms shall have the meanings specified in the Sections referred to
opposite such term below:

     

    
      
        
          	
                  Term

                	 	
                  Section

                
	 
      	 	 
      
	
                  “Act”

                	 	
                  1.4(a)

                
	
                  “Bankruptcy
      Law”

                	 	
                  5.1

                
	
                  “Claims”

                	 	
                  6.8(b)

                
	
                  “Component
      Currency”

                	 	
                  3.11(h)

                
	
                  “Conversion
      Date”

                	 	
                  3.11(d)

                
	
                  “Conversion
      Event”

                	 	
                  3.11(h)

                
	
                  “Custodian”

                	 	
                  5.1

                
	
                  “Defaulted
      Interest”

                	 	
                  3.7(b)

                
	
                  “Election
      Date”

                	 	
                  3.11(h)

                
	
                  “Event
      of Default”

                	 	
                  5.1

                
	
                  “Exchange
      Rate Agent”

                	 	
                  3.11(h)

                
	
                  “Exchange
      Rate Officer’s Certificate”

                	 	
                  3.11(h)

                
	
                  “Foreign
      Currency”

                	 	
                  3.11(h)

                
	
                  “Market
      Exchange Rate”

                	 	
                  3.11(h)

                
	
                  “Register”

                	 	
                  3.5

                
	
                  “Registrar”

                	 	
                  3.5

                
	
                  “Valuation
      Date”

                	 	
                  3.11(c)

                


        

      

    

     

    
      
         


      

      
        - 7
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    Section
1.2.    Compliance Certificates and
Opinions.  Upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers’ 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 (other than pursuant to Sections 2.3 and 9.7)
shall include:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        - 8
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    Any
certificate or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the
Company, unless such officer or counsel, as the case may be, knows, or in the
exercise of reasonable care should know, that the certificate or opinions or
representations as to such accounting matters are erroneous.

     

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

     

    Section
1.4.    Acts of
Holders.  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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this
Section.  

     

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

     

    (b)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory.

     

    The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (i) another such certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, (ii) such Bearer
Security is produced to the Trustee by some other Person, (iii) such Bearer
Security is surrendered in exchange for a Registered Security or (iv) such
Bearer Security is no longer outstanding.  The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

     

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

     

    
      
         


      

      
        - 9
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    (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 or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    (e)           If
the Company shall solicit from the Holders of any series any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, fix in advance a record date for the determination of Holders of
such series entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of such series of record
at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities of such series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities of such series shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite amount of Outstanding Securities of such series on such
record date.  Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite amount of
Outstanding Securities on the date such action is taken.  Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Notes in the manner set forth in Section 1.6.

     

    With
respect to any record date set pursuant to this Section 1.4, the Company may
designate any date as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the
Trustee, and to each Holder of Securities of the applicable series in the manner
set forth in Section 1.6 on or prior to the existing Expiration
Date.  If an Expiration Date is not designated with respect to any
record date pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.  Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable record
date.

     

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

     

    
      
         


      

      
        - 10
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    (g)           The
Company and the Trustee may make reasonable rules for action by or at a meeting
of Holders.

     

    Section
1.5.    Notices, etc., to Trustee
and Company.  (a)  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 by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: [_____], or

     

    (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at Republic Airways
Holdings Inc., P.O.  Box 619616, Dallas/Fort Worth Airport, Texas
75261-9616, Attention: Treasurer, or at any other address previously furnished
in writing to the Trustee by the Company.

     

    (b)           The
Trustee shall promptly furnish the Company with a copy of any report, demand,
notice or written communication received by the Trustee hereunder from, or sent
or furnished by the Trustee hereunder to, any Holder.

     

    Section
1.6.    Notice to Holders;
Waiver.  Where this Indenture provides for notice to Holders of
any event, (i) if any of the Securities affected by such event are Registered
Securities, such notice to the Holders thereof shall be sufficiently given
(unless otherwise herein or in the terms of such Securities expressly provided)
if in writing and mailed, first-class postage prepaid, to each such Holder
affected by such event, at its address as it appears in the Register, within the
time prescribed for the giving of such notice and, (ii) if any of the Securities
affected by such event are Bearer Securities, notice to the Holders thereof
shall be sufficiently given (unless otherwise herein or in the terms of such
Bearer Securities expressly provided) if published once in an Authorized
Newspaper in New York, New York, and in such other city or cities, if any, as
may be specified as contemplated by Section 3.1.

     

    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 of
Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein.  In any case where notice is
given to Holders by publication, neither the failure to publish such notice, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided
herein.  Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

     

    If by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice as provided above, then such
notification as shall be made with the approval of the Trustee (such approval
not to be unreasonably withheld) shall constitute a sufficient notification for
every purpose hereunder.  If it is impossible or, in the opinion of
the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

     

    
      
         


      

      
        - 11
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    Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

     

    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 equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     

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

     

    Section
1.8.    Successor and
Assigns.  All covenants and agreements in this Indenture by the
Company shall bind its successor and assigns, whether so expressed or
not.  

     

    Any act
or proceeding that is required or permitted by any provision of this Indenture
and that is authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the like board, committee or officer of any corporation
that shall at the time be the successor or assign of the Company.

     

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

     

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

     

    Section
1.11.    Governing
Law.  THIS INDENTURE, THE SECURITIES AND ANY COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE.  This Indenture is subject to the Trust Indenture Act
and if any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required by the Trust Indenture Act to be a part
of and govern this Indenture, the latter provision shall control.  If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified, or to be excluded, as the case
may be, whether or not such provision of this Indenture refers expressly to such
provision of the Trust Indenture Act.  

     

    
      
         


      

      
        - 12
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    Section
1.12.    Legal
Holidays.  Unless otherwise provided with respect to any
Security or Securities pursuant to Section 3.1, in any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity or other payment date of any Security shall not be a Business Day at
any Place of Payment, then, notwithstanding any other provision of this
Indenture or any Security or coupon, payment of principal, premium, if any or
interest or other payments 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 such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date, as the case may
be.  

     

    Section
1.13.    No Recourse Against
Others.  No past, present or future director, officer,
employee, agent, member, manager, trustee or stockholder, as such, of the
Company, the Guarantor or any successor Person or any Affiliate of any thereof
shall have any liability for any obligations of the Company, the Guarantor or
any successor Person or any Affiliate of any thereof, either directly or through
the Company, the Guarantor or any successor Person or any Affiliate of any
thereof, under the Securities, this Indenture or any Guarantee or for any claim
based on, in respect of or by reason of such obligations or their creation,
whether by virtue of any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise.  By accepting a Security, each Holder agrees to the
provisions of this Section 1.13 and waives and releases all such
liability.  Such waiver and release shall be part of the consideration
for the issue of the Securities.    

     

    ARTICLE
2

     

    SECURITY
FORMS 

     

    Section
2.1.    Forms
Generally.  The Securities of each series and the coupons, if
any, to be attached thereto shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any applicable law, rule or regulation or with the rules or usage of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities and coupons, if any, as
evidenced by their execution of the Securities and coupons, if
any.  If temporary Securities of any series are issued as permitted by
Section 3.4, the form thereof also shall be established as provided in the
preceding sentence.  If the forms of Securities and coupons, if any,
of any series are established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any such action taken pursuant thereto, including a copy of the approved form
of Securities or coupons, if any, shall be certified by the Corporate Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.  

     

    Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities shall have
interest coupons attached.

     

    
      
         


      

      
        - 13
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    The
definitive Securities and coupons, if any, may be typeset, printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner or
medium, all as determined by the officers executing such Securities and coupons,
if any, as evidenced by their execution of such Securities and coupons, if
any.

     

    Section
2.2.    Form of Trustee’s
Certificate of Authentication.  Subject to Section 6.13, the
Trustee’s certificate of authentication shall be in substantially the following
form: 

     

    This is
one of the Securities of the series designated herein and issued under the
within-mentioned Indenture.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	
                              [_____],

                            
	 
      	 
      	
                              as
      Trustee

                            
	 
      	 
      	 
      
	
                              Dated:
      _____________________________

                            	 
      	

                              By

                            	
                                
      

                            
	 
      	 
      	
                              Authorized
      Signatory

                            


                    

                  

                

              

            

          

        

      

    

    


    Section
2.3.    Securities in Global
Form.  If Securities of or within a series are issuable in
whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified 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 or
increased to reflect exchanges.  Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made in such manner and by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 3.3 or 3.4.  Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order.  Any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 1.2 hereof and need not be accompanied by an Opinion of
Counsel.  

     

    The
provisions of the last paragraph of Section 3.3 shall apply to any Security in
global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 3.3.

     

    Notwithstanding
the provisions of Sections 2.1 and 3.7, unless otherwise specified as
contemplated by Section 3.1, payment of principal of, premium, if any, and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

     

    Section
2.4.    Form of Legend for
Securities in Global Form.  Unless otherwise provided with
respect to any Securities of any series pursuant to or required by the
Depositary, any Security of such series in global form authenticated and
delivered hereunder shall bear a legend in substantially the following form:


     

    
      
         


      

      
        - 14
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    This
Security is in global form within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary.  Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security 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.  Every Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, this Security
will be in global form, subject to the foregoing.

     

    ARTICLE
3

     

    THE
SECURITIES 

     

    Section
3.1.    Amount Unlimited; Issuable
in Series.  The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued from time to time in one or
more series.  

     

    (a)           The
following matters shall be established with respect to each series of Securities
issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a
Board Resolution and (subject to Section 3.3) set forth, or determined in the
manner provided, in an Officers’ Certificate or (iii) in one or more indentures
supplemental hereto:

     

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

     

    (2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (which limit shall not
pertain to Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 3.4, 3.5, 3.6, 8.6, or 10.7);

     

    (3)           the
date or dates on which the principal of and premium, if any, on the Securities
of the series is payable or the method of determination and/or extension of such
date or dates, and the amount or amounts of such principal and premium, if any,
payments or the method of determination thereof;

     

    (4)           the
rate or rates at which the Securities of the series shall bear interest, if any,
or the method of calculating and/or resetting such rate or rates of interest,
the date or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which any
such interest shall be payable and, with respect to Registered Securities, the
Regular Record Date, if any, for the interest payable on any Registered Security
on any Interest Payment Date;

     

    (5)           the
circumstances, if any, in which payments of principal, premium, if any, or
interest on the Securities of the series may be deferred;

     

    
      
         


      

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

     

    (7)           the
period or periods within which, the price or prices at which, the currency or
currencies (including composite currencies or currency units) in which, and the
other terms and conditions upon which, Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than as provided
in Section 10.3, the manner in which the particular Securities of such series
(if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

     

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

     

    (9)           if
other than denominations of $1,000 and any integral multiple thereof, if
Registered Securities, and if other than the denomination of $5,000 and any
integral multiple thereof, if Bearer Securities, the denominations in which
Securities of the series shall be issuable;

     

    (10)       
  the amount of discount, if any, with which the Securities of the
series will be issued;

     

    (11)       
  if other than Dollars, the currency or currencies (including
composite currency or currencies or currency units) in which any principal of,
premium, if any, and interest, if any, or other payments, if any, on the
Securities of the series shall be payable, or in which the Securities of the
series shall be denominated, and the particular provisions applicable thereto in
accordance with, in addition to, or in lieu of some or all of the provisions of
Section 3.11;

     

    (12)          if
any payments of principal of, premium, if any, or interest, if any, or other
payments, if any, on the Securities of the series are to be made, at the
election of the Company or a Holder, in a currency or currencies (including
composite currency or currencies or currency units) other than that in which
such Securities are denominated or designated to be payable, the currency or
currencies (including composite currency or currencies or currency units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto in accordance with,
in addition to, or in lieu of some or all of the provisions of Section
3.11;

     

    (13)          if
the amount of any payments of principal of, premium, if any, and interest, if
any, or other payments, if any, on the Securities of the series shall be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on the price of one or more
commodities, derivatives or securities; one or more securities, derivatives or
commodities exchange indices or other indices; a currency or currencies
(including composite currency or currencies or currency units) other than that
in which the Securities of the series are denominated or designated to be
payable; or any other variable or the relationship between any variables or
combination of variables), the index, formula or other method by which such
amounts shall be determined;

     

    
      
         


      

      
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    (14)         if
other than the principal amount thereof, the portion of the principal amount of
such Securities of the series or other amount which shall be payable upon
declaration of acceleration thereof pursuant to Section 5.2 or the method by
which such portion or amount shall be determined;

     

    (15)         if
other than as provided in Section 3.7, the Person to whom any interest on any
Registered Security of the series shall be payable and the manner in which, or
the Person to whom, any interest on any Bearer Securities of the series shall be
payable;

     

    (16)         if
the principal amount payable at the Maturity of any Securities of the series
will not be determinable as of one or more dates prior to Maturity, the amount
which shall be deemed to be the principal amount of such Securities as of any
such date hereunder or thereunder, or, if other than as provided in the
definition of the term “Outstanding”, which shall be deemed to be Outstanding as
of any date prior to the Stated Maturity (or, in any such case, the manner in
which such amount deemed to be the principal amount shall be
determined);

     

    (17)         provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;

     

    (18)         any
deletions from, modifications of or additions to the Events of Default set forth
in Section 5.1 or covenants of the Company set forth in Article IX pertaining to
the Securities of the series;

     

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

     

    (20)         whether
Securities of the series shall be issuable as Registered Securities or Bearer
Securities (with or without interest coupons), or both, and any restrictions
applicable to the offering, sale or delivery of Bearer Securities and, if other
than as provided in Section 3.5, the terms upon which Bearer Securities of a
series may be exchanged for Registered Securities of the same series and vice
versa, and the additions or changes, if any, to this Indenture, with respect to
the Securities of such series as shall be necessary to permit or facilitate the
issuance of the Securities of such series;

     

    (21)         the
date as of which any Bearer Securities of the series and any temporary global
Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to
be issued;

     

    
      
         


      

      
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    (22)       
  the forms of the Securities and coupons, if any, of the series,
including if the Securities of the series will be executed by more than one
signatory of the Company;

     

    (23)          the
exclusion of Section 4.4 or 4.5, or both, with respect to the Securities of or
within the series, or the applicability, if any, to the Securities of or within
the series of such means of defeasance or covenant defeasance other than those
provided in Sections 4.4 and 4.5 as may be specified for the Securities and
coupons, if any, of such series, and whether, for the purpose of any defeasance
or covenant defeasance pursuant to Section 4.4 or 4.5 or otherwise, the term
“Government Obligations” shall include obligations referred to in the definition
of such term which are not obligations of the United States or an agency or
instrumentality of the United States;

     

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

     

    (25)          any
terms which may be related to warrants issued by the Company in connection with,
or for the purchase of, Securities of such series, including whether and under
what circumstances the Securities of any series may be used toward the exercise
price of any such warrants;

     

    (26)          the
designation of the initial Exchange Rate Agent, if any;

     

    (27)          if
the Securities of the series shall be issued in whole or in part in global form,
(i) the Depositary for such global Securities, (ii) the form of any legend in
addition to or in lieu of that in Section 2.4 which shall be borne by such
global Securities, (iii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.5, the
circumstances under which any such exchange may occur;

     

    (28)          if
Securities in temporary global form are issued, any special terms and conditions
for payments thereon and for exchanges or transfers of beneficial interests
therein;

     

    (29)          the
terms and conditions of any obligation or right on the part of the Company, or
any option on the part of the Holders, to convert or exchange Securities of the
series into other securities, cash or property of the Company or any other
Person, and any changes to this Indenture to permit or facilitate such
conversion or exchange;

     

    (30)          if
the Securities of the series will be governed by, and the extent to which such
Securities will be governed by, any law other than the laws of the state of New
York;

     

    (31)          whether
the Guarantor will guarantee the obligations of the Company under the Securities
of such series and if so, the specific form of such Guarantee or Guarantees, any
related modifications, amendments, supplements or deletions of any of the terms
of this Indenture, and a statement that the Guarantor shall be an “obligor” as
such term is defined in and solely for purposes of the Trust Indenture Act and
shall be required to comply with those provisions of this Indenture compliance
with which is required by an “obligor” under the Trust Indenture Act;
and

     

    
      
         


      

      
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    (32)          any
other terms of the series or any related Guarantee (which terms shall not be
inconsistent with the provisions of the Trust Indenture Act, but may modify,
amend, supplement or delete any of the terms of this Indenture with respect to
such series), including any terms which may be required by or advisable under
United States laws or regulations or advisable (as determined by the Company) in
connection with the marketing of Securities of the series;

     

    provided,
that if the Guarantor will guarantee the obligations of the Company under the
Securities of a series, such matters shall be established in one or more
indenture supplements hereto to which the Company, the Guarantor and the Trustee
shall be a party.

     

    (b)           The
terms applicable to the Securities of any one series and coupons, if any,
appertaining to any Bearer Securities of such series need not be identical but
may vary as may be provided (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in the related Officers’ Certificate or (iii)
in an indenture supplemental hereto.  All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

     

    (c)           If
any of the terms of the Securities of any series are established by action taken
pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Corporate Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     

    Section
3.2.    Denominations.  Unless
otherwise provided as contemplated by Section 3.1, any Registered Securities of
a series shall be issuable in denominations of $1,000 and any integral multiple
thereof and any Bearer Securities of a series shall be issuable in the
denomination of $5,000 and any integral multiple
thereof.  

     

    Section
3.3.    Execution, Authentication,
Delivery and Dating.  Securities shall be executed on behalf of
the Company by the Chairman of the Board, the Vice Chairman of the Board of
Directors, the President, any Executive Vice President, any Senior Vice
President or any Vice President.  The Company’s seal shall be
reproduced (which may be via facsimile) on the Securities and shall be attested
by the Corporate Secretary or any Assistant Secretary.  The signatures
of any of these officers on the Securities may be manual or
facsimile.  The coupons, if any, of Bearer Securities shall bear the
facsimile signature of the Chairman of the Board, the Vice Chairman of the Board
of Directors, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or any Assistant Treasurer of the
Company.  

     

    
      
         


      

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

     

    At any
time and from time to time, the Company may deliver Securities, together with
any coupons appertaining thereto, of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of electronic instructions from the Company or its duly authorized agents,
promptly confirmed in writing) acceptable to the Trustee as may be specified by
or pursuant to a Company Order delivered to the Trustee prior to the time of the
first authentication of Securities of such series.

     

    If the
form or terms of the Securities of a series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to section 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
substantially to the effect that,

     

    (1)           if
the forms of such Securities and any coupons have been established by or
pursuant to a Board Resolution as permitted by Section 2.1, such forms have been
established in conformity with the provisions of this Indenture;

     

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

     

    (3)           such
Securities together with any coupons appertaining thereto, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles and except as may be further limited by or subject to certain
exceptions and qualifications specified in such Opinion of Counsel, including in
the case of any Securities denominated in a Foreign Currency, (A) requirements
that a claim with respect to any Securities denominated other than in Dollars
(or a foreign currency or foreign composite currency or currency unit judgment
in respect of such claim) be converted into Dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments in foreign currency
or currency units or payments outside the United States.

     

    
      
         


      

      
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    Notwithstanding
that such form or terms have been so established, the Trustee shall have the
right but not the obligation to decline to authenticate such Securities if, in
the written opinion of counsel to the Trustee (which counsel may be an employee
of the Trustee) reasonably acceptable to the Company, the issue of such
Securities pursuant to this Indenture will adversely affect the Trustee’s own
rights, duties or immunities under this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.  Notwithstanding the
generality of the foregoing, the Trustee will not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it would be unable to perform its duties with respect to such
Securities.

     

    Notwithstanding
the provisions of Section 3.1 and of the two preceding paragraphs, if all of the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to the two preceding paragraphs in connection with the authentication
of each Security of such series if such documents, with appropriate
modifications to cover such future issuances, are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

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

     

    If the
Company shall establish pursuant to Section 3.1 that the Securities of a series
are to be issued in whole or in part in global form, then, unless otherwise
provided with respect to such Securities pursuant to Section 3.1, the Company
shall execute and the Trustee shall, in accordance with this Section and the
Company Order with respect to such series, authenticate and deliver one or more
Securities in global 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 such Security or Securities in global form,
(ii) shall be registered, if a Registered Security, in the name of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear the legend set
forth in Section 2.4.

     

    Unless
otherwise established pursuant to Section 3.1, each Depositary designated
pursuant to Section 3.1 for a Registered Security in global form must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.  Neither the Company nor the
Trustee shall have any responsibility to determine if the Depositary is so
registered.

     

    
      
         


      

      
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    Each
Depositary shall enter into an agreement with the Trustee governing the
respective duties and rights of such Depositary and the Trustee with regard to
Securities issued in global form.

     

    Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

     

    No
Security or coupon appertaining thereto shall be entitled to any benefits under
this Indenture or be valid or obligatory for any purpose until authenticated by
the manual signature of one of the authorized signatories of the Trustee or an
Authenticating Agent and no coupon shall be valid until the Security to which it
appertains has been so authenticated.  Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered under this Indenture and is entitled
to the benefits of this Indenture.  Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

     

    Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.9
together with a written statement (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall not be entitled to the benefits of this
Indenture.

     

    Section
3.4.    Temporary
Securities.  Pending the preparation of definitive Securities
of any series, the Company may execute and, upon Company Order, the Trustee
shall authenticate and deliver temporary Securities of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor and form, with or without
coupons, of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities and coupons, if any.  In the
case of Securities of any series, all or a portion of such temporary Securities
may be in global form.  

     

    Except in
the case of temporary Securities in global form, each of which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company will cause definitive Securities of such
series to be prepared without unreasonable delay.  After 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
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder.  Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided, further, that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security unless the Trustee shall have received from the person entitled to
receive the definitive Bearer Security a certificate substantially in the form
approved in or pursuant to the Board Resolutions relating thereto and such
delivery shall occur only outside the United States.  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 except as otherwise specified as contemplated by Section
3.1.

     

    
      
         


      

      
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    Section
3.5.    Registration, Transfer and
Exchange.  The Company shall cause to be kept at the Corporate
Trust Office of the Trustee or in any office or agency to be maintained by the
Company in accordance with Section 9.2 in a Place of Payment or in such other
place or medium as may be specified pursuant to Section 3.1 a register (the
“Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and the registration
of transfers of Registered Securities.  The Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time.  Unless otherwise provided as contemplated
by Section 3.1, the Trustee is hereby appointed “Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.  

     

    Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency maintained pursuant to Section 9.2 in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount.

     

    Unless
otherwise provided with respect to any Securities pursuant to Section 3.1,
Bearer Securities (except for any temporary global Bearer Securities) or any
coupons appertaining thereto (except for coupons attached to any temporary
global Bearer Security) shall be transferable by delivery.

     

    Unless
otherwise provided as contemplated by Section 3.1, at the option of the Holder,
Registered Securities of any series (except a Registered Security in global
form) may be exchanged for other Registered Securities of the same series, of
any authorized denominations and of a like aggregate principal amount containing
identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at such office or agency.  Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.  Unless otherwise
specified as contemplated by Section 3.1, Bearer Securities may not be issued in
exchange for Registered Securities.

     

    
      
         


      

      
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    Unless
otherwise specified as contemplated by Section 3.1, at the option of the Holder,
Bearer Securities of such series may be exchanged for Registered Securities (if
the Securities of such series are issuable in registered form) or Bearer
Securities (if Bearer Securities of such series are issuable in more than one
denomination and such exchanges are permitted by such series) of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency, with all unmatured coupons and all matured coupons in
default thereto appertaining.  If the Holder of a Bearer Security is
unable to produce any such unmatured coupon or coupons or matured coupon or
coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 9.2, interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United
States.  Notwithstanding the foregoing, in case any Bearer Security of
any series is surrendered at any such office or agency in exchange for a
Registered Security of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such coupon shall be returned to
the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon, when due in accordance with the provisions of this
Indenture.

     

    Unless
otherwise specified pursuant to Section 3.1 with respect to a series of
Securities or as otherwise provided below in this Section 3.5, owners of
beneficial interests in Securities of such series represented by a Security
issued in global form will not be entitled to have Securities of such series
registered in their names, will not receive or be entitled to receive physical
delivery of Securities of such series in certificated form and will not be
considered the Holders or owners thereof for any purposes
hereunder.  Notwithstanding any other provision of this Section,
unless and until it is exchanged in whole or in part for Securities in
certificated form in the circumstances described below, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred or exchanged except as a whole by the Depositary for such series to
a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

     

    If at any
time the Depositary for the Securities of a series notifies the Company that it
is unwilling or unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities of such series
notifies the Company that it shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depositary with respect to the Securities of
such series.  Unless otherwise provided as contemplated by Section
3.1, if a successor 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 ineligibility, the Company’s election pursuant to
Section 3.1(b) (27) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver, Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

     

    
      
         


      

      
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    The
Company may at any time in its sole discretion determine that Securities of a
series issued in global form shall no longer be represented by such a Security
or Securities in global form.  In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     

    If
specified by the Company pursuant to Section 3.1 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable to the Company and
such Depositary.  Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,

     

    (i)           to
each Person specified by such Depositary a new certificated Security or
Securities of the same series of like tenor, of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Security in global form;
and

     

    (ii)           to
such Depositary a new Security in global form of like tenor in a denomination
equal to the difference, if any, between the principal amount of the surrendered
Security in global form and the aggregate principal amount of certificated
Securities delivered to Holders thereof.  Upon the exchange of a
Security in global form for Securities in certificated form, such Security in
global form shall be cancelled by the Trustee.  Unless expressly
provided with respect to the Securities of any series that such Security may be
exchanged for Bearer Securities, Securities in certificated form issued in
exchange for a Security in global form pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

     

    Whenever
any Securities are surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

     

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

     

    
      
         


      

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

     

    Unless
otherwise provided as contemplated by Section 3.1, no service charge shall be
made for any registration of transfer or for any exchange of Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 3.4
or 10.7 not involving any transfer.

     

    Unless
otherwise provided as contemplated by Section 3.1, the Company shall not be
required (i) to issue, register the transfer of, or exchange any Securities for
a period beginning at the opening of business 15 days before any selection for
redemption of Securities of like tenor and of the series of which such Security
is a part and ending at the close of business on the earliest date on which the
relevant notice of redemption is deemed to have been given to all Holders of
Securities of like tenor and of such series to be redeemed; (ii) to register the
transfer of or exchange any Registered Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part; or (iii) to exchange any Bearer Security so selected for redemption,
except that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption.

     

    Section
3.6.    Replacement
Securities.  If a mutilated Security or a Security with a
mutilated coupon appertaining to it is surrendered to the Trustee, together
with, in proper cases, such security or indemnity as may be required by the
Company or the Trustee to save each of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a
Bearer Security, of the same series and date of maturity, if the Trustee’s
requirements are met.  

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Security with
a destroyed, lost or stolen coupon 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 proof satisfactory to the Company or the Trustee that
such Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and the Trustee shall authenticate and deliver in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a replacement Registered Security, if such Holder’s
claim appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder’s claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.

     

    
      
        
        

      

      
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    In case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security or coupon, pay such Security or coupon; provided,
however, that payment of principal of and any premium or interest on Bearer
Securities shall, except as otherwise provided in Section 9.2, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.1, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

     

    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, its agents and counsel) connected
therewith.

     

    Every new
Security of any series with its coupons, if any, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupon, if any, or the destroyed,
lost or stolen coupon, 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 and their coupons, if any, duly
issued hereunder.

     

    Unless
otherwise provided as contemplated by Section 3.1, 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 or coupons.

     

    Section
3.7.    Payment of Interest;
Interest Rights Preserved.  Unless otherwise provided as
contemplated by Section 3.1, interest, if any, on any Registered 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 at the office or agency maintained for such
purpose pursuant to 9.2; provided, however, that at the option of the Company,
interest on any series of Registered Securities that bear interest may be paid
(i) by check mailed to the address of the Person entitled thereto as it shall
appear on the Register of Holders of Securities of such series or (ii) by wire
transfer to an account maintained by the Person entitled thereto as specified in
the Register of Holders of Securities of such series.  

     

    
      
        
        

      

      
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    Unless
otherwise provided as contemplated by Section 3.1, (A) (i) interest, if any, on
Bearer Securities shall be paid only against presentation and surrender of the
coupons for such interest installments as are evidenced thereby as they mature
and (ii) principal, original issue discount, if any, and premium, if any, on
Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing, provided that any such instruction for payment in the United States
does not cause any Bearer Security to be treated as a “registration-required
obligation” under United States laws and regulations; (B) the interest, if any,
on any temporary Bearer Security shall be paid, as to any installment of
interest evidenced by a coupon attached thereto only upon presentation and
surrender of such coupon as provided in clause (A) above and, as to other
installments of interest, only upon presentation of such Security for notation
thereon of the payment of such interest; and (C) if at the time a payment of
principal of, premium, if any, or interest, if any, on a Bearer Security or
coupon shall become due, the payment of the full amount so payable at the office
or offices of all the Paying Agents outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in Dollars, then the Company
may instruct the Trustee to make such payment at a Paying Agent located in the
United States, provided that provision for such payment in the United States
would not cause such Bearer Security to be treated as a “registration-required
obligation” under United States laws and regulations.

     

    (a)           Unless
otherwise provided as contemplated by Section 3.1, any interest on any
Registered Security of any series which is payable, but is not punctually paid
or duly provided for, on any interest payment date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered 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 deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause (1) provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of such Registered Securities of
such series at his address as it appears in the 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 such
Registered 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).

     

    
      
        
        

      

      
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    (2)           The
Company may make payment of any Defaulted Interest to the Persons in whose names
such Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a specified date in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Registered Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by the Trustee.

     

    (b)           Subject
to the foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

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

     

    The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute owner
of such Bearer Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other purposes whatsoever, whether or not such
Bearer Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

     

    None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.  Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.

     

    Unless
otherwise provided with respect to any Securities pursuant to Section 3.1, the
Company, the Guarantor, any other obligor upon any Securities and any Affiliate
of any thereof may acquire, tender for, purchase, own, hold, become the pledgee
of and otherwise deal with any Securities.

     

    Section
3.9.    Cancellation.  The
Company at any time may deliver Securities and coupons to the Trustee for
cancellation.  The Registrar and any Paying Agent shall forward to the
Trustee any Securities and coupons surrendered to them for replacement, for
registration of transfer, or for exchange or payment.  The Trustee
shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation
and shall dispose of such cancelled Securities in its customary
manner.  The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for
cancellation.  

     

    
      
        
        

      

      
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    Section
3.10.    Computation of
Interest.  Except as otherwise specified as contemplated by
Section 3.1, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.  

     

    Section
3.11.    Currency and Manner of
Payment in Respect of Securities.  Unless otherwise specified
with respect to any Securities pursuant to Section 3.1, with respect to
Registered Securities of any series not permitting the election provided for in
paragraph (b) below or the Holders of which have not made the election provided
for in paragraph (b) below, and with respect to Bearer Securities of any series,
except as provided in paragraph (d) below, payment of the principal of, premium,
if any, interest, if any, and other amounts, if any, on any Registered Security
or Bearer Security of such series will be made in the currency or currencies or
currency unit or units in which such Registered Security or Bearer Security, as
the case may be, is payable.  The provisions of this Section 3.11,
including, without limitation, any defined terms specified herein, may be
modified or superseded in whole or in part pursuant to Section 3.1 with respect
to any Securities.  

     

    (a)           It
may be provided pursuant to Section 3.1, with respect to Registered Securities
of any series, that Holders shall have the option, subject to paragraphs (d) and
(e) below, to receive payments of principal of, premium, if any, or interest, if
any, on such Registered Securities in any of the currencies or currency units
which may be designated for such election by delivering to the Trustee (or the
applicable Paying Agent) a written election with signature guarantees and in the
applicable form established pursuant to Section 3.1, not later than the close of
business on the Election Date immediately preceding the applicable payment
date.  If a Holder so elects to receive such payments in any such
currency or currency unit, such election will remain in effect for such Holder
or any transferee of such Holder until changed by such Holder or such transferee
by written notice to the Trustee (or any applicable Paying Agent) for such
series of Registered Securities (but any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date,
and no such change of election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of
Default has occurred or with respect to which the Company has deposited funds
pursuant to Article IV or with respect to which a notice of redemption has been
given by or on behalf of the Company).  Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.11(a).  The Trustee (or the applicable Paying Agent) shall notify
the Company and the Exchange Rate Agent as soon as practicable after the
Election Date of the aggregate principal amount of Registered Securities for
which Holders have made such written election.

     

    
      
        
        

      

      
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    (b)           If
the election referred to in paragraph (b) above has been provided for with
respect to any Registered Securities of a series pursuant to Section 3.1, then,
unless otherwise specified pursuant to Section 3.1 with respect to any such
Registered Securities, not later than the fourth Business Day after the Election
Date for each payment date for such Registered Securities, the Exchange Rate
Agent will deliver to the Company a written notice specifying, in the currency
or currencies or currency unit or units in which Registered Securities of such
series are payable, the respective aggregate amounts of principal of, premium,
if any, and interest, if any, on such Registered Securities to be paid on such
payment date, and specifying the amounts in such currency or currencies or
currency unit or units so payable in respect of such Registered Securities as to
which the Holders of Registered Securities denominated in any currency or
currencies or currency unit or units shall have elected to be paid in another
currency or currency unit as provided in paragraph (b) above.  If the
election referred to in paragraph (b) above has been provided for with respect
to any Registered Securities of a series pursuant to Section 3.1, and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 3.1, on the second Business Day preceding such payment date
the Company will deliver to the Trustee (or the applicable Paying Agent) an
Exchange Rate Officers’ Certificate in respect of the Dollar, Foreign Currency
or Currencies or other currency unit payments to be made on such payment
date.  Unless otherwise specified pursuant to Section 3.1, the Dollar,
Foreign Currency or Currencies or other currency unit amount receivable by
Holders of Registered Securities who have elected payment in a currency or
currency unit as provided in paragraph (b) above shall be determined by the
Company on the basis of the applicable Market Exchange Rate in effect on the
second Business Day (the “Valuation Date”)
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

     

    (c)           If
a Conversion Event occurs with respect to a Foreign Currency or any other
currency unit in which any of the Securities are denominated or payable
otherwise than pursuant to an election provided for pursuant to paragraph (b)
above, then, unless otherwise specified pursuant to Section 3.1, with respect to
each date for the payment of principal of, premium, if any, and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency or such other currency unit occurring after the last date on which such
Foreign Currency or such other currency unit was used (the “Conversion Date”),
the Dollar shall be the currency of payment for use on each such payment date
(but such Foreign Currency or such other currency unit that was previously the
currency of payment shall, at the Company’s election, resume being the currency
of payment on the first such payment date preceded by 15 Business Days during
which the circumstances which gave rise to the Dollar becoming such currency of
payment no longer prevail).  Unless otherwise specified pursuant to
Section 3.1, the Dollar amount to be paid by the Company to the Trustee or any
applicable Paying Agent and by the Trustee or any applicable Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of
the Foreign Currency or, in the case of a Foreign Currency that is a currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Exchange Rate Agent in the manner provided in paragraph (f) or (g)
below.

     

    
      
        
        

      

      
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    (d)           Unless
otherwise specified pursuant to Section 3.1, if the Holder of a Registered
Security denominated in any currency or currency unit shall have elected to be
paid in another currency or currency unit or in other currencies as provided in
paragraph (b) above, and (i) a Conversion Event occurs with respect to any such
elected currency or currency unit, such Holder shall receive payment in the
currency or currency unit in which payment would have been made in the absence
of such election and (ii) if a Conversion Event occurs with respect to the
currency or currency unit in which payment would have been made in the absence
of such election, such Holder shall receive payment in Dollars as provided in
paragraph (d) of this Section 3.11 (but, subject to any contravening valid
election pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the circumstances described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case of the circumstances described in clause (ii) above, shall, at the
Company’s election, resume being the currency or currency unit of payment with
respect to Holders who have so elected, but only with respect to payments on
payment dates preceded by 15 Business Days during which the circumstances which
gave rise to such currency or currency unit, in the case of the circumstances
described in clause (i) above, or the Dollar, in the case of the circumstances
described in clause (ii) above, becoming the currency or currency unit, as
applicable, of payment, no longer prevail).

     

    (e)           The
“Dollar Equivalent of
the Foreign Currency” shall be determined by the Exchange Rate Agent and
shall be obtained for each subsequent payment date by the Exchange Rate Agent by
converting the specified Foreign Currency into Dollars at the Market Exchange
Rate on the Conversion Date.  37

     

    (f)           The
“Dollar Equivalent of
the Currency Unit” shall be determined by the Exchange Rate Agent and,
subject to the provisions of paragraph (h) below, shall be the sum of each
amount obtained by converting the Specified Amount of each Component Currency
(as each such term is defined in paragraph (h) below) into Dollars at the Market
Exchange Rate for such Component Currency on the Valuation Date with respect to
each payment.

     

    (g)           For
purposes of this Section 3.11, the following terms shall have the following
meanings:

     

    A “Component Currency”
shall mean any currency which, on the Conversion Date, was a component currency
of the relevant currency unit.

     

    “Conversion Event”
shall mean the cessation of use of (i) a Foreign Currency both by the government
of the country which issued such currency and for the settlement of transactions
by a central bank or other public institutions of or within the international
banking community, or (ii) any currency unit for the purposes for which it was
established.

     

    “Election Date” shall
mean the Regular Record Date for the applicable series of Registered Securities
as specified pursuant to Section 3.1 by which the written election referred to
in Section 3.11(b) may be made.

     

    “Euro” means the
lawful currency of the participating member states of the European Union that
adopt a single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union signed February 7,
1992.

     

    “Exchange Rate Agent”,
when used with respect to Securities of or within any series, shall mean, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, a
New York Clearing House bank designated pursuant to Section 3.1 or Section
3.12.

     

    
      
        
        

      

      
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    “Exchange Rate Officer’s
Certificate” shall mean a certificate setting forth (i) the applicable
Market Exchange Rate or the applicable bid quotation and (ii) the Dollar or
Foreign Currency amounts of principal (and premium, if any) and interest, if any
(on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount in the relevant currency or currency unit),
payable with respect to a Security of any series on the basis of such Market
Exchange Rate or the applicable bid quotation, signed by the Chairman of the
Board, the Vice Chairman of the Board of Directors, the President, the Chief
Financial Officer, any Executive Vice President, any Senior Vice President, any
Vice President, the Treasurer or any Assistant Treasurer of the
Company.

     

    “Foreign Currency”
shall mean any currency issued by the government or governments of one or more
countries other than the United States or by any recognized confederation or
association of such governments and shall include the Euro.

     

    “Market Exchange Rate”
shall mean, unless otherwise specified with respect to any Securities pursuant
to Section 3.1, as of any date of determination, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 3.1
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City, London or any other principal market
for Dollars or such purchased Foreign Currency, in each case determined by the
Exchange Rate Agent.  Unless otherwise specified with respect to any
Securities pursuant to Section 3.1, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Exchange Rate Agent shall deem
appropriate.  Unless otherwise specified by the Exchange Rate Agent,
if there is more than one market for dealing in any currency or currency unit by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such currency or currency unit shall be that upon which a nonresident
issuer of securities designated in such currency or currency unit would purchase
such currency or currency unit in order to make payments in respect of such
securities.

     

    
      
        
        

      

      
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    A “Specified Amount” of
a Component Currency shall mean the number of units of such Component Currency
or fractions thereof which such Component Currency represented in the relevant
currency unit on the Conversion Date.  If after the Conversion Date
the official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion.  If after the Conversion Date two
or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by
an amount in such single currency equal to the sum of the respective Specified
Amounts of such consolidated Component Currencies expressed in such single
currency, and such amount shall thereafter be a Specified Amount and such single
currency shall thereafter be a Component Currency.  If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
specified amounts of such two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies.  If, after the
Conversion Date of the relevant currency unit, a Conversion Event (other than
any event referred to above in this definition of “Specified Amount”) occurs
with respect to any Component Currency of such currency unit and is continuing
on the applicable Valuation Date, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar Equivalent of the
Currency Unit, be converted into Dollars at the Market Exchange Rate in effect
on the Conversion Date of such Component Currency.

     

    All
decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified above
shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the
Trustee (and any applicable Paying Agent) and all Holders of Securities
denominated or payable in the relevant currency, currencies or currency
units.  The Exchange Rate Agent shall promptly give written notice to
the Company and the Trustee of any such decision or determination.

     

    In the
event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will promptly give
written notice thereof to the Trustee (or any applicable Paying Agent) and to
the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date.  In the event the Company so
determines that a Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date.  In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee (or any applicable Paying
Agent) and to the Exchange Rate Agent.

     

    The
Trustee of the appropriate series of Securities shall be fully justified and
protected in relying and acting upon information received by it from the Company
and the Exchange Rate Agent and shall not otherwise have any duty or obligation
to determine the accuracy or validity of such information independent of the
Company or the Exchange Rate Agent.

     

    
      
        
        

      

      
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    Section
3.12.    Appointment and Resignation
of Exchange Rate Agent.  Unless otherwise specified pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a currency or currency unit other than Dollars or (ii) may be payable in a
currency or currency unit other than Dollars, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent.  The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 3.11 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies or currency unit or units into the applicable
payment currency or currency unit for the payment of principal, premium, if any,
and interest, if any, pursuant to Section 3.11.

     

    (a)           No
resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by a
written instrument delivered to the Company and the Trustee of the appropriate
series of Securities accepting such appointment executed by the successor
Exchange Rate Agent.

     

    (b)           If
the Exchange Rate Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Exchange Rate Agent for any
cause, with respect to the Securities of one or more series, the Company shall
promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with
respect to the Securities of that or those series (it being understood that any
such successor Exchange Rate Agent may be appointed with respect to the
Securities of one or more or all of such series and that, unless otherwise
specified pursuant to Section 3.1, at any time there shall only be one Exchange
Rate Agent with respect to the Securities of any particular series that are
originally issued by the Company on the same date and that are initially
denominated and/or payable in the same currency or currencies or currency unit
or units).

     

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

     

    ARTICLE
4

     

    SATISFACTION,
DISCHARGE AND DEFEASANCE 

     

    Section
4.1.    Termination of Company’s
Obligations Under the Indenture.  This Indenture shall upon
Company Request cease to be of further effect with respect to Securities of or
within any series and any coupons appertaining thereto (except as to any
surviving rights of registration of transfer or exchange of such Securities and
replacement of such Securities which may have been lost, stolen or mutilated as
herein expressly provided for) and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to such Securities and any coupons appertaining
thereto when 

     

    
      
        
        

      

      
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    (1)          either

     

    (A)         all
such Securities previously authenticated and delivered and all coupons
appertaining thereto (other than (i) such coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as provided
in Section 3.5, (ii) such Securities and coupons which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.6, (iii)
such coupons appertaining to Bearer Securities called for redemption and
maturing after the relevant Redemption Date, surrender of which has been waived
as provided in Section 10.6 and (iv) such Securities and coupons for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 9.3) have been delivered to the Trustee for
cancellation; or

     

    (B)         all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation

     

    (i)           have
become due and payable, or

     

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

     

    (iii)         if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount in the currency or currencies or currency unit or units in
which the Securities of such series are payable, or Government Obligations or a
combination thereof, sufficient to pay and discharge the entire indebtedness on
such Securities and such coupons not theretofore delivered to the Trustee for
cancellation, for principal, premium, if any, and interest, with respect
thereto, to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

     

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

     

    
      
         


      

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligation of the Company
to the Trustee and any predecessor Trustee under Section 6.8, the obligations of
the Company to any Authenticating Agent under Section 6.13 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 9.3 shall survive such satisfaction and
discharge.

     

    Section
4.2.         Application of Trust
Funds.  Subject to the provisions of the last paragraph of
Section 9.3, all money deposited with the Trustee pursuant to Section 4.1 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, and any interest for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.

     

    Section
4.3.         Applicability of Defeasance
Provisions; Company’s Option to Effect Defeasance or Covenant
Defeasance.  Unless pursuant to Section 3.1 provision is made
to exclude with respect to the Securities of a particular series either or both
of (i) defeasance of the Securities of or within such series under Section 4.4
or (ii) covenant defeasance of the Securities of or within such series under
Section 4.5, then the provisions of such Section or Sections, as the case may
be, together with the provisions of Sections 4.6 through 4.9 inclusive, with
such modifications thereto as may be specified pursuant to Section 3.1 with
respect to any Securities of such series, shall be applicable to such Securities
and any coupons appertaining thereto, and the Company may at its option, at any
time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 4.4 (if applicable) or Section 4.5 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

     

    Section
4.4.         Defeasance and
Discharge.  Upon the Company’s exercise of the option specified
in Section 4.3 applicable to this Section with respect to the Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities and any coupons appertaining thereto
on the date the conditions set forth in Section 4.6 are satisfied (hereinafter
“defeasance”).  For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
any coupons appertaining thereto, which Securities and coupons appertaining
thereto shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any coupons appertaining thereto when such
payments are due; (ii) the Company’s obligations with respect to such Securities
under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b) (19); (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder; and (iv) this Article
IV.  Subject to compliance with this Article IV, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 4.5 with respect to such Securities and any coupons
appertaining thereto.  Following a defeasance, payment of such
Securities may not be accelerated because of a Default or an Event of
Default.

     

    
      
         


      

      
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    Section
4.5.         Covenant
Defeasance.  Upon the Company’s exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4 and 9.5, and, if specified pursuant to
Section 3.1, its obligations under any other covenant, with respect to such
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto
shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 7.1, 9.4 and 9.5, or
such other covenant, but shall continue to be deemed “Outstanding” for all other
purposes hereunder.  For this purpose, such covenant defeasance means
that, with respect to such Securities and any coupons appertaining thereto, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 5.1(3) or 5.1(6) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected
thereby.

     

    Section
4.6.         Conditions to Defeasance or
Covenant Defeasance.  The following shall be the conditions to
application of Section 4.4 or Section 4.5 to any Securities of or within a
series and any coupons appertaining thereto:


    
      
         


      

      
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    (a)          The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee satisfying the requirements of Section 6.11 who
shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Sections 4.3 through 4.9 inclusive and the last paragraph of
Section 9.3 applicable to the Trustee, for purposes of such Sections also a
“Trustee”) as
trust funds in trust for the purpose of making the payments referred to in
clauses (x) and (y) of this Section 4.6(a), specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities and
any coupons appertaining thereto, with instructions to the Trustee as to the
application thereof, (A) money in an amount (in such currency, currencies or
currency unit or units in which such Securities and any coupons appertaining
thereto are then specified as payable at Maturity), or (B) if Securities of such
series are not subject to repayment at the option of Holders, 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
Section 4.6(a), money in an amount or (C) a combination thereof in an amount,
sufficient, in the opinion of a nationally recognized independent accounting or
investment banking firm expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee
to pay and discharge, (x) the principal of, premium, if any, and interest, if
any, on such Securities and any coupons appertaining thereto on the Maturity of
such principal or installment of principal or interest and (y) any mandatory
sinking fund payments applicable to such Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
such Securities and any coupons appertaining thereto.  Before such a
deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article X
which shall be given effect in applying the foregoing.

     

    (b)          Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a Default or Event of Default under, this Indenture or result in a
breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Company is a party or by which it is
bound.

     

    (c)          In
the case of an election under Section 4.4, no Default or Event of Default under
Section 5.1(4) or 5.1(5) with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing during the period
commencing on the date of such deposit and ending on the 91st day after such
date (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

     

    (d)          In
the case of an election under Section 4.4, the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same amounts
and in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred.

     

    (e)          In
the case of an election under Section 4.5, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

     

    
      
         


      

      
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    (f)          The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may
be) have been complied with and an Opinion of Counsel to the effect that either
(i) as a result of a deposit pursuant to subsection (a) above and the related
exercise of the Company’s option under or Section 4.5 (as the case may be),
registration is not required under the Investment Company Act of 1940, as
amended, by the Company, with respect to the trust funds representing such
deposit or by the trustee for such trust funds or (ii) all necessary
registrations under said act have been effected.

     

    (g)         Such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith as contemplated by Section
3.1.

     

    Section
4.7.         Deposited Money and
Government Obligations To Be Held in Trust.  Subject to the provisions
of the last paragraph of Section 9.3, all money and Government Obligations (or
other property as may be provided pursuant to Section 3.1) (including the
proceeds thereof) deposited with the Trustee pursuant to Section 4.6 in respect
of any Securities of any series and any coupons appertaining thereto shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

     

    Unless
otherwise specified with respect to any Security pursuant to Section 3.1, if,
after a deposit referred to in Section 4.6(a) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.11(b) or the terms of such Security to receive
payment in a currency or currency unit other than that in which the deposit
pursuant to Section 4.6(a) has been made in respect of such Security, or (ii) a
Conversion Event occurs as contemplated in Section 3.11(d) or 3.11(e) or by the
terms of any Security in respect of which the deposit pursuant to Section 4.6(a)
has been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of, premium, if any, and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

     

    Section
4.8.         Repayment to
Company.  The Trustee (and any Paying Agent) shall promptly pay
to the Company upon Company Request any excess money or securities held by them
at any time.

     

    Section
4.9.         Indemnity for Government
Obligations.  The Company shall pay, and shall indemnify the
Trustee against, any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to this Article or the principal and
interest received on such government obligations, other than any such tax, fee
or other charge that by law is for the account of the Holders of the Securities
subject to defeasance or covenant defeasance pursuant to this
Article.

     

    
      
         


      

      
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    ARTICLE
5

     

    DEFAULTS
AND REMEDIES

     

    Section
5.1.         Events of
Default.  An “Event of Default”
occurs with respect to the Securities of any series if (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)          the
Company defaults in the payment of interest on any Security of that series or
any coupon appertaining thereto or any additional amount payable with respect to
any Security of that series as specified pursuant to Section 3.1(b) (19) when
the same becomes due and payable and such default continues for a period of 30
days;

     

    (2)          the
Company defaults in the payment of the principal of or any premium on any
Security of that series when the same becomes due and payable at its Maturity or
on redemption or otherwise, or in the payment of a mandatory sinking fund
payment when and as due by the terms of the Securities of that series, and in
each case such default continues for a period of 10 days;

     

    (3)          the
Company defaults in the performance of, or breaches, any covenant or warranty of
the Company in this Indenture with respect to any Security of that series (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with) and such default or breach
continues for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder;

     

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

     

    (5)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company in an involuntary case, (B)
appoints a Custodian of the Company or for all or substantially all of its
property, or (C) orders the liquidation of the Company; and the order or decree
remains unstayed and in effect for 90 days; or

     

    (6)          there
occurs any other Event of Default provided as contemplated by Section 3.1 with
respect to Securities of that series.

     

    
      
         


      

      
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    The term
“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for
the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    Section
5.2.          Acceleration; Rescission and
Annulment.  If an Event of Default with respect to the
Securities of any series at the time Outstanding occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of all of
the Outstanding Securities of that series, by written notice to the Company
(and, if given by the Holders, to the Trustee), may declare the principal amount
(or, if the Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount or other amount as may
be specified in the terms of that series) of all the Securities of that series
to be immediately due and payable and upon any such declaration such principal
amount (or, in the case of Original Issue Discount Securities or Indexed
Securities, such specified amount) shall be immediately due and
payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the holders of a majority in aggregate principal amount of the Outstanding
Securities of that series, by written notice to the Trustee, may rescind and
annul such declaration and its consequences if all existing Defaults and Events
of Default with respect to Securities of that series, other than the non-payment
of the principal of Securities of that series which has become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 5.7.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

     

    Section
5.3.          Collection of Indebtedness
and Suits for Enforcement by Trustee.  The Company covenants
that if

     

    (1)          default
is made in the payment of any interest on any Security or coupon, if any, 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 and such default continues for a period of 10
days,

     

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

     

    If the
Company fails to pay such principal, premium, if any, and interest amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of such
principal, premium, if any, and interest amounts so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company.

     

    
      
         


      

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

     

    Section
5.4.         Trustee May File Proofs of
Claim.  The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee and the Holders of Securities allowed in any judicial proceedings
relating to the Company, its creditors or its property.

     

    Section
5.5.         Trustee May Enforce Claims
Without Possession of Securities.  All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by
the Trustee, in its own name and as trustee of an express trust, without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto.

     

    Section
5.6.         Delay or Omission Not
Waiver.  No delay or omission by the Trustee or any Holder of
any Securities to exercise any right or remedy accruing upon an Event of Default
shall impair any such right or remedy or constitute a waiver of or acquiescence
in any such Event of Default.

     

    Section
5.7.         Waiver of Past
Defaults.  The Holders of a majority in aggregate principal
amount of Outstanding Securities of any series by notice to the Trustee may
waive on behalf of the Holders of all Securities of such series a past Default
or Event of Default with respect to that series and its consequences except a
Default or Event of Default (i) in the payment of the principal of, premium, if
any, or interest, if any, on any Security of such series or any coupon
appertaining thereto or (ii) in respect of a covenant or provision hereof which
pursuant to Section 8.2 cannot be amended or modified without the consent of the
Holder of each Outstanding Security of such series adversely
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 Event of Default or impair any right consequent
thereon.  In case of any such waiver, the Company, the Trustee and the
Holders shall be restored to their former positions and rights hereunder and
under the Securities of such series, respectively.

     

    Section
5.8.         Control by
Majority.  The Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected (with each such
series voting as a class) shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to Securities of that
series; provided, however, that (i) the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, (ii) the Trustee may refuse
to follow any direction that is unduly prejudicial to the rights of the Holders
of Securities of such series not consenting, or that would in the good faith
judgment of the Trustee have a substantial likelihood of involving the Trustee
in personal liability, (iii) the Trustee may refuse to follow any direction
unless security or indemnity is provided by the Holders of Securities as
contemplated by Section 6.1(h), and (iv) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such
direction.

     

    
      
         


      

      
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    Section
5.9.         Limitation on Suits by
Holders.  No Holder of any Security of any series or any
coupons appertaining thereto 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)          the
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;

     

    (2)          the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series have made a written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

     

    (3)          such
Holder or Holders have offered to the Trustee security or indemnity satisfactory
to the Trustee against any loss, liability or expense to be, or which may be,
incurred by the Trustee in pursuing the remedy;

     

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

     

    (5)          during
such 60 day period, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series have not given to the Trustee a
direction inconsistent with such written request.

     

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

     

    Section
5.10.       Rights of Holders to Receive
Payment.  Notwithstanding any other provision of this
Indenture, but subject to Section 8.2, the right of any Holder of a Security or
coupon to receive payment of principal of, premium, if any, and, subject to
Sections 3.5 and 3.7, interest on the Security, on or after the respective due
dates expressed in the Security (or, in case of redemption, on the redemption
dates), and the right of any Holder of a coupon to receive payment of interest
due as provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     

    Section
5.11.       Application of Money
Collected.  If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, 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:

     

    
      
         


      

      
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              First:

            	
              to
      the Trustee for amounts due under Section
6.8;

            


    

     

    
      	
               
      

            	
              Second:

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

            


    

     

    
      	
               
      

            	
              Third:

            	
              to
      the Company.

            


    

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.11.  At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     

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

     

    Section
5.13.       Rights and Remedies
Cumulative.  Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

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

     

    
      
         


      

      
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    ARTICLE
6

     

    THE
TRUSTEE

     

    Section
6.1.         Rights of
Trustee.  Subject to the provisions of the Trust Indenture
Act:

     

    (a)          The
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper party or parties.  The Trustee need
not investigate any fact or matter stated in the document.

     

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

     

    (c)          Before
the Trustee acts or refrains from acting, it may consult with counsel of its own
selection or require an Officers’ Certificate.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
a Board Resolution, the advice of counsel, a certificate of an Officer or
Officers delivered pursuant to Section 1.2, an Officers’ Certificate or an
Opinion of Counsel.

     

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

     

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

     

    (f)           Unless
otherwise expressly provided in this Indenture, the Trustee shall have no
obligation to distribute to the Holders, the Company or any third party any
amounts to be paid to the Trustee until such amounts are collected by the
Trustee.

     

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

     

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

     

    
      
         


      

      
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    Notwithstanding
anything contained herein to the contrary, in case an Event of Default with
respect to the Securities of any series has occurred and is continuing, the
Trustee shall exercise, with respect to Securities of such series, such of the
rights and powers vested in it by this Indenture, and shall use the same degree
of care and skill in their exercise, as a prudent individual would exercise or
use under the circumstances in the conduct of his or her own
affairs.

     

    Section
6.2.         Trustee May Hold
Securities.  The Trustee, any Paying Agent, any Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company,
the Guarantor, an Affiliate or Subsidiary with the same rights it would have if
it were not Trustee, Paying Agent, Registrar or such other agent.

     

    Section
6.3.         Money Held in
Trust.  Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by
law.  The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the
Company.

     

    Section
6.4.         Trustee’s
Disclaimer.  The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities or any coupon, except
that the Trustee represents and warrants that it is duly authorized to execute
and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and thereunder; that the statements made by it in a
Statement of Eligibility on Form T-1 supplied or to be supplied to the Company
in connection with the registration of any Securities are and will be true and
accurate subject to the qualifications set forth therein; and that such
Statement complies and will comply in all material respects with the
requirements of the Trust Indenture Act and the Securities Act.  The
Trustee shall not be accountable for the Company’s use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the
Indenture.

     

    Section
6.5.         Notice of
Defaults.  If a Default occurs and is continuing with respect
to the Securities of any series and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall, within 90 days after it occurs,
transmit, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of all uncured Defaults known to it; provided,
however, that, except in the case of a Default in payment on the Securities of
any series, the Trustee may withhold the notice if and so long as a Responsible
Officer in good faith determines that withholding such notice is in the
interests of Holders of Securities of that series; provided, further, that in
the case of any default or breach of the character specified in Section 5.1(3)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence
thereof.  The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default is received by the Trustee at the Corporate Trust Office of the
Trustee.

     

    
      
         


      

      
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    Section
6.6.         Reports by Trustee to
Holders.  Within 60 days after each May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant
to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in Section 313(c) of the Trust Indenture Act a brief
report dated as of such May 15 if required by and in compliance with Section
313(a) of the Trust Indenture Act.  A copy of each report shall, at
the time of such transmission to Holders, be filed by the Trustee with each
stock exchange, if any, upon which the Securities are listed, with the
Commission and with the Company.  The Company will promptly notify the
Trustee when the Securities are listed on any stock exchange and of any
delisting thereof.

     

    Section
6.7.         Security Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders of Securities of each series.  If the Trustee is
not the Registrar, the Company shall furnish to the Trustee semiannually on or
before the last day of June and December in each year, and at such other times
as the Trustee may request in writing, a list, in such form and as of such date
as the Trustee may reasonably require, containing all the information in the
possession or control of the Registrar, the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Securities of
each such series.  If there are Bearer Securities of any series
Outstanding, even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such information with respect to Holders of
such Bearer Securities only.

     

    Section
6.8.         Compensation and
Indemnity.  The Company shall pay to the Trustee from time to
time such compensation for its services as the Company and the Trustee may agree
in writing from time to time.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee upon request for all
reasonable expenses, disbursements and advances incurred by it in connection
with the performance of its duties under this Indenture, except any such
expense, disbursement or advance as shall be determined to have been caused by
its own negligence or willful misconduct.  Such expenses shall include
the reasonable compensation and expenses of the Trustee’s agents and
counsel.

     

    (a)          The
Company shall indemnify the Trustee for, and hold it harmless against, any and
all loss, liability, damage, claim or expense (including taxes other than taxes
based upon, measured by or determined by the income of the Trustee), including
the costs and expenses of defending itself against any third-party claim
(whether asserted by any Holder or any other Person (other than the Company)),
incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder (collectively, “Claims”).  The
Trustee shall notify the Company promptly of any Claim for which it may seek
indemnity.  The Company shall defend the Claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent.

     

    (b)          The
Company need not reimburse any expense, disbursement or advance or indemnify
against any Claim incurred by the Trustee through negligence or bad
faith.

     

    (c)          To
secure the payment obligations of the Company pursuant to this Section, the
Trustee shall have a lien prior to the Securities of any series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal, premium, if any, and interest on particular Securities.

     

    
      
         


      

      
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    (d)          When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(4) or Section 5.1(5), 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.

     

    (e)          The
provisions of this Section shall survive the termination of this Indenture and
resignation or removal of the Trustee.

     

    Section
6.9.         Replacement of
Trustee.  The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in Section
6.10.

     

    (a)          The
Trustee may resign at any time with respect to the Securities of any series by
giving written notice thereof to the Company.  If the instrument of
acceptance by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee 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.

     

    (b)          The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series may remove the Trustee with respect to that series by
so notifying the Trustee and the Company and may appoint a successor Trustee for
such series with the Company’s consent.  If an instrument of
acceptance by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee 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.

     

    (c)          If
at any time:

     

    (1)          the
Trustee fails to comply with Section 310(b) of the Trust Indenture Act after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months; or

     

    (2)          the
Trustee shall cease to be eligible under Section 6.11 hereof or Section 310(a)
of the Trust Indenture Act and shall fail to resign after written request
therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months; or

     

    (3)          the
Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a
receiver or public officer takes charge of the Trustee or its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case, (i) the Company may remove the Trustee with respect to all
Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     

    
      
         


      

      
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    (d)          If
the Trustee resigns or is removed or becomes incapable of acting or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.10.  If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.10, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.10, then, subject to
Section 315(e) of the Trust Indenture Act, 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.

     

    Section
6.10.       Acceptance of Appointment by
Successor.  In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee, without further act, deed or conveyance, shall become vested with all
the rights, powers and duties of the retiring Trustee; but, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     

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

     

    
      
         


      

      
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    (b)          Upon
request of any such successor Trustee, the Company 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.

     

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

     

    (d)          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 in the manner provided for
notices to the Holders of Securities in Section 1.6.  Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

     

    Section
6.11.       Eligibility;
Disqualification.  There shall at all times be a Trustee
hereunder with respect to each series of Securities (which need not be the same
Trustee for all series).  Each Trustee hereunder shall be eligible to
act as trustee under Section 310(a)(1) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $50,000,000.  If such
corporation publishes reports of condition at least annually, pursuant to law or
the requirements of Federal, State, Territorial or District of Columbia
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 the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Article.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of
the Trust Indenture Act and this Indenture.  To the extent permitted
by the Trust Indenture Act, any Trustee hereunder shall not be deemed to have a
conflicting interest by virtue of being (i) the trustee under the Indenture
dated as of the date hereof between Republic Airways Holdings
Inc.  and [_____], as Trustee, or the Indenture dated [_____] among
the Company, [_____], as Guarantor, and [_____], as Trustee or (ii) the
successor trustee under the Indenture dated [_____] between the Company and
[_____], as Trustee, and with respect to any or all series of securities issued
or issuable under such indentures, or with respect to any series of Securities,
by virtue of being the Trustee with respect to any other series of
Securities.

     

    
      
         


      

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

     

    Section
6.13.       Appointment of
Authenticating Agent.  The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue exchange, registration of
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder.  Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent
shall be acceptable to the Company and, except as may otherwise be provided
pursuant to Section 3.1, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,500,000 and subject to supervision or
examination by Federal or State authorities.  If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this
Section.

     

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

     

    
      
         


      

      
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    An
Authenticating Agent for any series of Securities may at any time resign 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 an Authenticating Agent 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 such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve in the manner set
forth in 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 herein.  No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time such
reasonable compensation as the Company and such Authenticating Agent agree in
writing from time to time including reimbursement of its reasonable expenses for
its services under this Section.

     

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

     

    This is
one of the Securities of the series designated herein and issued under the
within-mentioned Indenture.

     

    
      
        
          
            	
                    [_____],

                  
	
                    as
      Trustee

                  
	 
	
                    By

                  	 
      
	 
      	
                    as
      Authenticating Agent

                  
	 	 
	
                    By

                  	 
      
	 
      	
                    Authorized
      Signatory

                  


          

        

      

    

     

    
      
         


      

      
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    ARTICLE
7

     

    CONSOLIDATION,
MERGER OR SALE BY THE COMPANY

     

    Section
7.1.         Consolidation, Merger or
Sale of Assets Permitted.  The Company may merge or consolidate
with or into any other Person or sell, convey, transfer or otherwise dispose of
all or substantially all of its assets to any Person, if (i) (A) in the case of
a merger or consolidation, the Company is the surviving Person or (B) in the
case of a merger or consolidation where the Company is not the surviving Person
and in the case of any sale, conveyance, transfer or other disposition, the
resulting, surviving or transferee Person is organized and existing under the
laws of the United States or a State thereof and such Person expressly assumes
by supplemental indenture all the obligations of the Company under the
Securities and any coupons appertaining thereto and under this Indenture, (ii)
immediately thereafter, giving effect to such merger or consolidation, or such
sale, conveyance, transfer or other disposition, no Default or Event of Default
shall have occurred and be continuing, and (iii) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such merger, consolidation, sale, conveyance, transfer or other
disposition complies with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.  In
the event of the assumption by a successor Person of the obligations of the
Company as provided in clause (i) (B) of the immediately preceding sentence,
such successor Person shall succeed to and be substituted for the Company
hereunder and under the Securities and any coupons appertaining thereto and all
such obligations of the Company shall terminate.

     

    ARTICLE
8

     

    SUPPLEMENTAL
INDENTURES

     

    Section
8.1.        Supplemental Indentures
Without Consent of Holders.  Without the consent of any
Holders, the Company and the Trustee, at any time and from time to time, may
enter into indentures supplemental hereto or, if applicable, into agreements
supplemental to any Guarantee, in form reasonably satisfactory to the Trustee,
for any of the following purposes:

     

    (1)          to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants and obligations of the Company herein and in
the Securities or, if applicable, to evidence the succession of another Person
to the Guarantor and the assumption by any such successor of the covenants of
the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in
either case with such changes herein and therein as may be necessary or
advisable to reflect such Person’s legal status, if such Person is not a
corporation); or

     

    (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
or to comply with any requirement of the Commission in connection with the
qualification of this Indenture or any Guarantee under the Trust Indenture Act
or otherwise; or

     

    (3)          to
add any additional Events of Default with respect to all or any series of
Securities; or

     

    (4)          to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to facilitate the issuance of Bearer Securities (including, without
limitation, to provide that Bearer Securities may be registrable as to principal
only) or to facilitate or provide for the issuance of Securities in global form
in addition to or in place of Securities in certificated form; or

     

    
      
         


      

      
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    (5)          to
add to, or to change or eliminate, any of the provisions of this Indenture,
including to make appropriate provisions for any Guarantee, provided that any
such change or elimination shall become effective only with respect to
Securities which have not been issued as of the execution of such supplemental
indenture or 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 provision; or

     

    (6)          to
secure the Securities; or

     

    (7)          to
establish the form or terms of Securities of any series as permitted by Sections
2.1 and 3.1; or

     

    (8)          to
provide for the delivery of indentures supplemental hereto or the Securities of
any series in or by means of any computerized, electronic or other medium,
including without limitation by computer diskette; 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/or 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 Article VI; or

     

    (10)        if
allowed without penalty under applicable laws and regulations, to permit payment
in the United States (including any of the states and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction of
principal, premium, if any, or interest, if any, on Bearer Securities or
coupons, if any; or

     

    (11)        to
correct or supplement any provision herein, in any Securities or in any
Guarantee which may be inconsistent with any other provision herein or to cure
any ambiguity or omission or to correct any mistake herein, in any Securities or
in any Guarantee; or

     

    (12)        to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not materially adversely affect the
interests of the Holders of Securities of any series.

     

    Section
8.2.         With Consent of
Holders.  With the written consent of the Holders of a majority
of the aggregate principal amount of the Outstanding Securities of each series
adversely affected by such supplemental indenture (with the Securities of each
series voting as a class), the Company and the Trustee may enter into an
indenture or indentures supplemental hereto to add any provisions to or to
change or eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify the rights of the Holders of Securities of each
such series and, if applicable, the Guarantor and the Trustee may enter into an
agreement or agreements supplemental hereto to add to or to change or eliminate
any provisions of a Guarantee; provided, however, that without the consent of
the Holder of each Outstanding Security affected thereby, a supplemental
indenture under this Section may not:

     

    
      
         


      

      
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    (1)          change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or Indexed
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2, or change the coin or currency in
which any Securities 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);

     

    (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;

     

    (3)          change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 9.2; or

     

    (4)          make
any change in Section 5.7 or this 8.2 except to increase any percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived except with the consent of the Holders of each Outstanding Security
affected thereby.

     

    For the
purposes of this Section 8.2, if the Securities of any series are issuable upon
the exercise of warrants, any holder of an unexercised and unexpired warrant
with respect to such series shall not be deemed to be a Holder of Outstanding
Securities of such series in the amount issuable upon the exercise of such
warrants.

     

    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture, or a supplemental agreement which changes or
eliminates any covenant or other provision of a Guarantee, 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 is not
necessary under this Section 8.2 for the Holders to consent to the particular
form of any proposed supplemental indenture or supplemental agreement, but it is
sufficient if they consent to the substance thereof.

     

    Section
8.3.         Compliance with Trust
Indenture Act.  Every amendment to this Indenture or the
Securities of one or more series shall be set forth in a supplemental indenture
that complies with the Trust Indenture Act as then in effect.

     

    
      
         


      

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

     

    Section
8.5.         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 and of any coupon appertaining thereto shall be bound
thereby; provided that if such supplemental indenture makes any of the changes
described in clauses (1) through (4) of the first proviso to Section 8.2, such
supplemental indenture shall bind each Holder of a Security who has consented to
it and every subsequent Holder of such Security or any part
thereof.

     

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

     

    ARTICLE
9

     

    COVENANTS

     

    Section
9.1.         Payment of Principal,
Premium, if any, and Interest.  The Company covenants and
agrees for the benefit of the Holders of each series of Securities that it will
duly and punctually pay the principal of, premium, if any, and interest on the
Securities of that series in accordance with the terms of the Securities of such
series, any coupons appertaining thereto and this Indenture.  An
installment of principal, premium, if any, or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment.

     

    
      
         


      

      
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    Section
9.2.         Maintenance of Office or
Agency.  If Securities of a series are issued as Registered
Securities, 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.  If Securities of a series are issuable as Bearer
Securities, the Company will maintain, (i) subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for that series,
which is located outside the United States, where Securities of that series and
related coupons may be presented and surrendered for payment; provided, however,
that if the Securities of that series are listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited, the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of that series are listed on such exchange, and (ii)
subject to any laws or regulations applicable thereto, an office or agency in a
Place of Payment for that series which is located outside the United States
where Securities of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency.  If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     

    Unless
otherwise specified as contemplated by Section 3.1, no payment of principal,
premium or interest on Bearer Securities shall be made at any office or agency
of the Company in the United States, by check mailed to any address in the
United States, by transfer to an account located in the United States or upon
presentation or surrender in the United States of a Bearer Security or coupon
for payment, even if the payment would be credited to an account located outside
the United States; provided, however, that, if the Securities of a series are
denominated and payable in Dollars, payment of principal of and any premium or
interest on any such Bearer Security shall be made at an office of a Paying
Agent of the Company in the Borough of Manhattan, The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium or
interest, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

     

    Subject
to the preceding paragraphs, the Company may also from time to time designate
one or more other offices or agencies where the Securities (including any
coupons, if any) 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 (including any coupons, if any) of any series
for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

     

    Unless
otherwise specified as contemplated by Section 3.1, the Trustee shall initially
serve as Paying Agent.  The Paying Agent may make reasonable rules not
inconsistent herewith for the performance of its functions.

     

    
      
         


      

      
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    Section
9.3.         Money for Securities To Be
Held in Trust; Unclaimed Money.  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, premium, if any, or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee in writing of its action or failure so to
act.

     

    If the
Company is not acting as its own Paying Agent, the Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

     

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

     

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

     

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

     

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

     

    Any money
or Government Obligations (including the proceeds thereof) deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of any principal, premium, if any, or interest or other amounts on any
Security of any series and remaining unclaimed for two years after such
principal, premium, if any, or interest or other amounts has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
and coupon, if any, shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, or cause to be mailed to
such Holder, 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.

     

    
      
         


      

      
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    Section
9.4.         Corporate
Existence.  Subject to Article VII, the Company will at all
times do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and its rights and franchises; provided
that nothing in this Section 9.4 shall prevent the abandonment or termination of
any right or franchise of the Company if, in the opinion of the Company, such
abandonment or termination is in the best interests of the Company.

     

    Section
9.5.        Insurance.  The
Company covenants and agrees that it will maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations or through a program of self-insurance in such amounts
and covering such risks as are consistent with sound business practice for
corporations engaged in the same or a similar business similarly
situated.

     

    Section
9.6.         Reports by the
Company.  The Company covenants:

     

    (a)          to
file with the Trustee, within 30 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 Securities Exchange Act of 1934, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to section 13 of the
Securities Exchange Act of 1934, as amended, 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;

     

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

     

    (c)          to
transmit to all Holders of Securities within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section 9.6, as may be required by rules and regulations prescribed from
time to time by the Commission.

     

    Subject
to the provisions of the Trust Indenture Act and except as otherwise expressly
provided in this Indenture, delivery of such reports, information and documents
to the Trustee is for informational purposes only, and the Trustee’s receipt of
such reports, information and documents 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.

     

    
      
         


      

      
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    Section
9.7.         Annual Review
Certificate.  The Company covenants and agrees to deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company, a
brief certificate from the principal executive officer, principal financial
officer, or principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this
Indenture.  For purposes of this Section 9.7, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

     

    Section
9.8.         Calculation of Original
Issue Discount.  Except as the Company and the Trustee may
otherwise agree, the Company shall file with the Trustee promptly following the
end of each calendar year (a) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (b) 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
10

     

    REDEMPTION

     

    Section
10.1.       Applicability of
Article.  Securities (including coupons, if any) of or within
any series which are redeemable in whole or in part before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

     

    Section
10.2.       Election to Redeem; Notice
to Trustee.  The election of the Company to redeem any
Securities, including coupons, if any, shall be evidenced by or pursuant to a
Board Resolution or a Company Order.  In the case of any redemption at
the election of the Company of less than all the Securities or coupons, if any,
of any series having the same terms, the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed.  In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restriction or condition.

     

    
      
         


      

      
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    Section
10.3.       Selection of Securities To
Be Redeemed.  Unless otherwise specified as contemplated by
Section 3.1, if less than all the Securities (including coupons, if any) of a
series with the same terms are to be redeemed, the Trustee, not more than 45
days prior to the redemption date, shall select the Securities of the series to
be redeemed in such manner as the Trustee shall deem fair and
appropriate.  The Trustee shall make the selection from Securities of
the series that are Outstanding and that have not previously been called for
redemption and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities, including coupons, if
any, of that series or any integral multiple thereof) of the principal amount of
Securities, including coupons, if any, of such series of a denomination larger
than the minimum authorized denomination for Securities of that
series.  The Trustee shall promptly notify the Company in writing of
the Securities selected by the Trustee for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.  If the Securities (including coupons, if any) of a series
having different issue dates, interest rates and maturities (whether or not
originally issued in a Periodic Offering) are to be redeemed, the Company in its
discretion may select the particular Securities or portions thereof to be
redeemed and shall notify the Trustee thereof by such time prior to the relevant
redemption date or dates as the Company and the Trustee may agree.

     

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

     

    Section
10.4.       Notice of
Redemption.  Unless otherwise specified as contemplated by
Section 3.1, notice of redemption shall be given in the manner provided in
Section 1.6 not less than 15 days nor more than 60 days prior to the Redemption
Date to the Holders of the Securities to be redeemed.

     

    All
notices of redemption shall state:

     

    (1)          the
Redemption Date;

     

    (2)          the
Redemption Price;

     

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

     

    (4)          in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed;

     

    (5)          the
Place or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption
Price;

     

    (6)          that
Securities of the series called for redemption and all unmatured coupons, if
any, appertaining thereto must be surrendered to the Paying Agent to collect the
Redemption Price;

     

    
      
         


      

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

     

    (8)          that
the redemption is for a sinking fund, if such is the case;

     

    (9)          that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the Redemption Date or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is furnished;
and

     

    (10)        the
CUSIP number, if any, of such Securities.

     

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

     

    Section
10.5.       Deposit of Redemption
Price.  On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, which it may not do in the case of a sinking fund payment
under Article XI, segregate and hold in trust as provided in Section 9.3) an
amount of money in the currency or currencies (including currency units or
composite currencies) in which the Securities of such series are payable (except
as otherwise specified pursuant to for the Securities of such series) sufficient
to pay on the Redemption Date the Redemption Price of, and (unless the
Redemption Date shall be an Interest Payment Date) interest accrued to the
Redemption Date on, all Securities or portions thereof which are to be redeemed
on that date.

     

    Unless
any Security by its terms prohibits any sinking fund payment obligation from
being satisfied by delivering and crediting Securities (including Securities
redeemed otherwise than through a sinking fund), the Company may deliver such
Securities to the Trustee for crediting against such payment obligation in
accordance with the terms of such Securities and this Indenture.

     

    Section
10.6.       Securities Payable on
Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the coupons for any such interest appertaining to any Bearer
Security so to be redeemed, except to the extent provided below, shall be
void.  Except as provided in the next succeeding paragraph, upon
surrender of any such Security, including coupons, if any, for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date and the principal of, and
premium, if any, on such Bearer Securities shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 9.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

     

    
      
         


      

      
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    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Bearer Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided in Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those coupons.

     

    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
10.7.       Securities Redeemed in
Part.  Upon surrender of a Security that is redeemed in part at
any Place of Payment therefor (with, if the Company or the Trustee so require,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of that Security, without service charge
a new Security or Securities of the same series, having the same form, terms and
Stated Maturity, in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal amount of the Security
surrendered.

     

    ARTICLE
11

     

    SINKING
FUNDS

     

    Section
11.1.       Applicability of
Article.  Securities of a series shall not be subject to a
sinking fund unless provided pursuant to Section 3.1.  The provisions
of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for
by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 11.2.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

     

    
      
         


      

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

     

    Section
11.3.       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 an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 11.2 and will also deliver to the
Trustee any Securities to be so delivered.  Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4.  Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 10.6 and 10.7.

     

    This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one
instrument.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

     

    
      
        	 
      	 
      	
                REPUBLIC
      AIRWAYS HOLDINGS INC.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:

              
	 
      	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	
                [Seal]

              	 
      	 
      
	 
      	 
      	 
      
	
                Attest:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                [_____],

              
	 
      	 
      	
                as
      Trustee

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:

              
	 
      	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	
                [Seal]

              	 
      	 
      
	 
      	 
      	 
      
	
                Attest:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      


      

    


    
      
         


      

      
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    Reconciliation
and tie between Indenture, dated as of [_____], and the Trust Indenture Act of
1939, as amended.

     

    
      
        	
                
                  Trust Indenture Act of 1939 section

                

              	 
      	
                
                  Indenture Section

                

              
	
                310(a)(1)

              	 
      	
                6.11

              
	
                      (a)(2)

              	 
      	
                6.11

              
	
                      (a)(3)

              	 
      	
                TIA

              
	
                      (a)(4)

              	 
      	
                Not
      Applicable

              
	
                      (a)(5)

              	 
      	
                TIA

              
	
                      (b)

              	 
      	
                6.9;
      6.11; TIA

              
	 
      	 
      	 
      
	
                311(a)

              	 
      	
                TIA

              
	
                      (b)

              	 
      	
                TIA

              
	 
      	 
      	 
      
	
                312(a)

              	 
      	
                6.7

              
	
                      (b)

              	 
      	
                TIA

              
	
                      (c)

              	 
      	
                TIA

              
	 
      	 
      	 
      
	
                313(a)

              	 
      	
                6.6;
      TIA

              
	
                      (b)

              	 
      	
                TIA

              
	
                      (c)

              	 
      	
                6.6;
      TIA

              
	
                      (d)

              	 
      	
                6.6

              
	 
      	 
      	 
      
	
                314(a)

              	 
      	
                9.6;
      9.7; TIA

              
	
                      (b)

              	 
      	
                Not
      Applicable

              
	
                      (c)(l)

              	 
      	
                1.2

              
	
                      (c)(2)

              	 
      	
                1.2

              
	
                      (c)(3)

              	 
      	
                Not
      Applicable

              
	
                      (d)

              	 
      	
                Not
      Applicable

              
	
                      (e)

              	 
      	
                1.2

              
	
                      (f)

              	 
      	
                TIA

              
	 
      	 
      	 
      
	
                315(a)

              	 
      	
                TIA

              
	
                      (b)

              	 
      	
                6.5

              
	
                      (c)

              	 
      	
                6.1

              
	
                      (d)(1)

              	 
      	
                TIA

              
	
                      (d)(2)

              	 
      	
                TIA

              
	
                      (d)(3)

              	 
      	
                TIA

              
	
                      (e)

              	 
      	
                TIA

              
	 
      	 
      	 
      
	
                316(a)(last
      sentence)

              	 
      	
                1.1

              
	
                      (a)(l)(A)

              	 
      	
                5.8

              
	
                      (a)(1)(B)

              	 
      	
                5.7

              
	
                      (b)

              	 
      	
                5.2;
      5.10

              
	
                      (c)

              	 
      	
                TIA

              


      

    

     

    
      
         


      

      
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                Trust Indenture Act of 1939 section

              	 
      	
                Indenture Section

              
	
                317(a)(1)

              	 
      	
                5.3

              
	
                      (a)(2)

              	 
      	
                5.4

              
	
                      (b)

              	 
      	
                9.3

              
	 
      	 
      	 
      
	
                318(a)

              	 
      	
                1.11

              
	
                      (b)

              	 
      	
                TIA

              
	
                      (c)

              	 
      	
                1.11,
      TIA

              


      

    

     

    This
reconciliation and tie section does not constitute part of the
Indenture.


    
      
         


      

      
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