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  Exhibit 4.15    
    


WARREN RESOURCES, INC.


as Issuer, 


WARREN RESOURCES OF CALIFORNIA, INC.


as Guarantor, 


and



THE BANK OF NEW YORK MELLON,


as Trustee 


Form of

Indenture  


Dated
as of                                    


Senior
Debt Securities 








 




































  CROSS-REFERENCE TABLE  



					
	TIA SECTION



 
	 	INDENTURE

SECTION 
	 310  (a)
	 	7.10
	 	 	 (b)
	 	7.10
	 	 	 (c)
	 	N.A.
	 311  (a)
	 	7.11
	 	 	 (b)
	 	7.11
	 	 	 (c)
	 	N.A.
	 312  (a)
	 	5.01
	 	 	 (b)
	 	5.02
	 	 	 (c)
	 	5.02
	 313  (a)
	 	5.03
	 	 	 (b)
	 	5.03
	 	 	 (c)
	 	13.03
	 	 	 (d)
	 	5.03
	 314  (a)
	 	4.05
	 
	 	4.05(b) & 3.03
	 	 	 (a)(4)4.06(a)
	 	 
	 	 	 (b)
	 	N.A.
	 	 	 (c)(1)
	 	13.05
	 	 	 (c)(2)
	 	13.05
	 	 	 (c)(3)
	 	N.A.
	 	 	 (d)
	 	N.A.
	 	 	 (e)
	 	13.05
	 	 	 (f)
	 	4.07
	 315  (a)
	 	7.01(a)
	 	 	 (b)
	 	6.07 & 13.03
	 	 	 (c)
	 	7.01
	 	 	 (d)
	 	7.01
	 	 	 (e)
	 	6.08
	 316  (a) (last sentence)
	 	1.01
	 	 	 (a)(1)(A)
	 	6.06
	 	 	 (a)(1)(B)
	 	6.06
	 	 	 (a)(2)
	 	9.01(d)
	 	 	 (b)
	 	6.04
	 	 	 (c)
	 	5.04
	 317  (a)(1)
	 	6.02
	 	 	 (a)(2)
	 	6.02
	 	 	 (b)
	 	4.04
	 318  (a)
	 	13.07











N.A.
means Not Applicable 


NOTE:    This
Cross-Reference table shall not, for any purpose, be deemed part of this Indenture. 


i







 
 TABLE OF CONTENTS  





					
	 
	 	 
	 	Page 
	  RECITALS OF THE COMPANY
	 	1
	

 ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE
	
 	

 
	 Section 1.01.
	 	 Definitions
	 	

1
	 Section 1.02.
	 	 Other Definitions
	 	9
	 Section 1.03.
	 	 Incorporation by Reference of TIA
	 	9
	 Section 1.04.
	 	 Rules of Construction
	 	10
	 Section 1.05.
	 	 Compliance Certificates and Opinions
	 	10
	  ARTICLE II

DEBT SECURITIES
	 	 
	 Section 2.01.
	 	 Forms Generally
	 	

10
	 Section 2.02.
	 	 Form of Face of Debt Security
	 	11
	 Section 2.03.
	 	 Form of Reverse of Debt Security
	 	13
	 Section 2.04.
	 	 Form of Trustee's Certificate of Authentication
	 	16
	 Section 2.05.
	 	 Form of Guarantee
	 	17
	 Section 2.06.
	 	 Principal Amount; Issuable in Series
	 	17
	 Section 2.07.
	 	 Execution of Debt Securities
	 	20
	 Section 2.08.
	 	 Authentication and Delivery of Debt Securities
	 	20
	 Section 2.09.
	 	 Denomination of Debt Securities
	 	22
	 Section 2.10.
	 	 Registration of Transfer and Exchange
	 	22
	 Section 2.11.
	 	 Temporary Debt Securities
	 	23
	 Section 2.12.
	 	 Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	24
	 Section 2.13.
	 	 Cancellation of Surrendered Debt Securities
	 	25
	 Section 2.14.
	 	 Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders
	 	25
	 Section 2.15.
	 	 Payment of Interest; Interest Rights Preserved
	 	26
	 Section 2.16.
	 	 Securities Denominated in Foreign Currencies
	 	27
	 Section 2.17.
	 	 Wire Transfers
	 	27
	 Section 2.18.
	 	 Securities Issuable in the Form of a Global Security
	 	28
	 Section 2.19.
	 	 Medium Term Securities
	 	30
	 Section 2.20.
	 	 Defaulted Interest
	 	30
	 Section 2.21.
	 	 Judgments
	 	31
	 Section 2.22.
	 	 CUSIP Numbers
	 	31
	  ARTICLE III

REDEMPTION OF DEBT SECURITIES
	 	 
	 Section 3.01.
	 	 Applicability of Article
	 	

32
	 Section 3.02.
	 	 Tax Redemption; Special Tax Redemption
	 	32
	 Section 3.03.
	 	 Notice of Redemption; Selection of Debt Securities
	 	33
	 Section 3.04.
	 	 Deposit of Redemption Price
	 	35
	 Section 3.05.
	 	 Payment of Debt Securities Called for Redemption
	 	35
	 Section 3.06.
	 	 Mandatory and Optional Sinking Funds
	 	36
	 Section 3.07.
	 	 Redemption of Debt Securities for Sinking Fund
	 	36
	  ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY
	 	 
	 Section 4.01.
	 	 Payment of Principal of, and Premium, if any, and Interest on, Debt Securities
	 	

38
	 Section 4.02.
	 	 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities
	 	39
	 Section 4.03.
	 	 Appointment to Fill a Vacancy in the Office of Trustee
	 	39





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	 	Page 
	 Section 4.04.
	 	 Duties of Paying Agents, Etc. 
	 	40
	 Section 4.05.
	 	 SEC Reports; Financial Statements
	 	40
	 Section 4.06.
	 	 Compliance Certificate
	 	41
	 Section 4.07.
	 	 Payment of Additional Interest
	 	41
	 Section 4.08.
	 	 Further Instruments and Acts
	 	43
	 Section 4.09.
	 	 Corporate Existence
	 	43
	 Section 4.10.
	 	 Maintenance of Properties
	 	43
	 Section 4.11.
	 	 Payment of Taxes and Other Claims
	 	43
	 Section 4.12.
	 	 Limitation on Sale/Leaseback Transactions
	 	43
	 Section 4.13.
	 	 Limitation on Liens
	 	44
	  ARTICLE V

HOLDERS' LISTS AND REPORTS BY THE TRUSTEE
	 	 
	 Section 5.01.
	 	 Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information
	 	

46
	 Section 5.02.
	 	 Communications to Holders
	 	46
	 Section 5.03.
	 	 Reports by Trustee
	 	46
	 Section 5.04.
	 	 Record Dates for Action by Holders
	 	47
	  ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT
	 	 
	 Section 6.01.
	 	 Events of Default
	 	

47
	 Section 6.02.
	 	 Collection of Indebtedness by Trustee, Etc. 
	 	49
	 Section 6.03.
	 	 Application of Monies Collected by Trustee
	 	50
	 Section 6.04.
	 	 Limitation on Suits by Holders
	 	51
	 Section 6.05.
	 	 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default
	 	51
	 Section 6.06.
	 	 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
	 	51
	 Section 6.07.
	 	 Trustee to Give Notice of Defaults Known to It, But May Withhold Such Notice in Certain Circumstances
	 	52
	 Section 6.08.
	 	 Requirement of an Undertaking to Pay Costs in Certain Suits Under the Indenture or Against the Trustee
	 	52
	  ARTICLE VII

CONCERNING THE TRUSTEE
	 	 
	 Section 7.01.
	 	 Certain Duties and Responsibilities
	 	

52
	 Section 7.02.
	 	 Certain Rights of Trustee
	 	53
	 Section 7.03.
	 	 Trustee Not Liable for Recitals in Indenture or in Debt Securities
	 	54
	 Section 7.04.
	 	 Trustee, Paying Agent or Registrar May Own Debt Securities
	 	55
	 Section 7.05.
	 	 Monies Received by Trustee to Be Held in Trust
	 	55
	 Section 7.06.
	 	 Compensation and Reimbursement
	 	55
	 Section 7.07.
	 	 Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed
	 	55
	 Section 7.08.
	 	 Separate Trustee; Replacement of Trustee
	 	56
	 Section 7.09.
	 	 Successor Trustee by Merger
	 	57
	 Section 7.10.
	 	 Eligibility; Disqualification
	 	57
	 Section 7.11.
	 	 Preferential Collection of Claims against Company
	 	57
	 Section 7.12.
	 	 Compliance with Tax Laws
	 	57
	  ARTICLE VIII

CONCERNING THE HOLDERS
	 	 
	 Section 8.01.
	 	 Evidence of Action by Holders
	 	

57
	 Section 8.02.
	 	 Proof of Execution of Instruments and of Holding of Debt Securities
	 	57





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	 	Page 
	 Section 8.03.
	 	 Who May Be Deemed Owner of Debt Securities
	 	58
	 Section 8.04.
	 	 Instruments Executed by Holders Bind Future Holders
	 	59
	  ARTICLE IX

SUPPLEMENTAL INDENTURES
	 	 
	 Section 9.01.
	 	 Purposes for Which Supplemental Indenture may be Entered into without Consent of Holders
	 	

59
	 Section 9.02.
	 	 Modification of Indenture with Consent of Holders of Debt Securities
	 	61
	 Section 9.03.
	 	 Effect of Supplemental Indentures
	 	62
	 Section 9.04.
	 	 Debt Securities May Bear Notation of Changes By Supplemental Indentures
	 	62
	  ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 
	 Section 10.01.
	 	 Consolidations and Mergers of the Company
	 	

62
	 Section 10.02.
	 	 Consolidations and Mergers of the Guarantor
	 	63
	 Section 10.03.
	 	 Rights and Duties of Successor Company
	 	63
	 Section 10.04.
	 	 Assumption by the Guarantor of the Company's Obligations
	 	64
	  ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

UNCLAIMED MONIES
	 	 
	 Section 11.01.
	 	 Applicability of Article
	 	

64
	 Section 11.02.
	 	 Satisfaction and Discharge of Indenture; Defeasance
	 	64
	 Section 11.03.
	 	 Conditions of Defeasance
	 	65
	 Section 11.04.
	 	 Application of Trust Money
	 	66
	 Section 11.05.
	 	 Repayment to Company
	 	66
	 Section 11.06.
	 	 Indemnity for U.S. Government Obligations
	 	66
	 Section 11.07.
	 	 Reinstatement
	 	66
	  ARTICLE XII

GUARANTEES OF SECURITIES
	 	 
	 Section 12.01.
	 	 Unconditional Guarantees
	 	

67
	 Section 12.02.
	 	 Execution and Delivery of Notation of Guarantees
	 	69
	  ARTICLE XIII

MISCELLANEOUS PROVISIONS
	 	 
	 Section 13.01.
	 	 Successors and Assigns of Company Bound by Indenture
	 	

69
	 Section 13.02.
	 	 Acts of Board, Committee or Officer of Successor Company Valid
	 	69
	 Section 13.03.
	 	 Required Notices or Demands
	 	69
	 Section 13.04.
	 	 Indenture and Debt Securities to be Construed in Accordance with the Laws of the State of New York
	 	70
	 Section 13.05.
	 	 Officers' Certificate and Opinion of Counsel to be Furnished upon Application or Demand by the Company or Guarantor
	 	71
	 Section 13.06.
	 	 Payments Due on Legal Holidays
	 	71
	 Section 13.07.
	 	 Provisions Required by TIA to Control
	 	71
	 Section 13.08.
	 	 Computation of Interest on Debt Securities
	 	71
	 Section 13.09.
	 	 Rules by Trustee, Paying Agent and Registrar
	 	71
	 Section 13.10.
	 	 No Recourse Against Others
	 	71
	 Section 13.11.
	 	 Severability
	 	72
	 Section 13.12.
	 	 Effect of Headings
	 	72
	 Section 13.13.
	 	 Indenture May Be Executed in Counterparts
	 	72





iv









 



































  
        INDENTURE dated as
of                                    among Warren Resources,
 Inc., a Maryland corporation (the
"Company"), Warren Resources of California, Inc., a California corporation (the "Guarantor"), and
The Bank of New York Mellon, a New York banking corporation, as trustee (the "Trustee"). 


 RECITALS OF THE COMPANY  


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
senior unsecured debentures, notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the "Debt Securities"), to bear such
rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided. 


        For
value received, the Guarantor has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Guarantees by it with respect to the Debt Securities
as set forth in this Indenture. 


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


        This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder
that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. 


 NOW, THEREFORE, THIS INDENTURE WITNESSETH  


        That in order to declare the terms and conditions upon which the Debt Securities are authenticated, issued and delivered, and in
consideration of the premises, and of the purchase and acceptance of the Debt Securities by the holders thereof, the Company and the Trustee covenant and agree with each other, for the benefit of the
respective Holders from time to time of the Debt Securities or any series thereof, as follows: 


 ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE  



 Section 1.01. Definitions.  




        The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture, any Company Order, any Board Resolution, and any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended, or which are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the TIA and in said Securities Act as in force at the date of the execution of this
instrument. 


        "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 of a Person shall mean 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. The Trustee may request and may conclusively rely upon an Officers' Certificate to determine whether any Person is an
Affiliate of any specified Person. 


        "Agent" means any Registrar or paying agent. 


1







 

        "Attributable Indebtedness", when used with respect to any Sale/Leaseback Transaction, means, as at the time of determination, the present
value (discounted at a rate equivalent to the Company's then current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semiannual basis) of the total
obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease can be extended). 


        "Authorized Newspaper" means a newspaper in an official language of the place of publication or in the English language, customarily
published at least once a day, and customarily published for at least five days in each calendar week whether or not published on days that are Legal Holidays in the place of publication, and of
general circulation in such city or cities specified pursuant to Section 2.06 with respect to the Debt Securities of any series. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day in such
city. 


        "Bankruptcy Law" means title 11, U.S. Code or any similar federal or state law for the relief of debtors. 


        "Bank Indebtedness" means any and all amounts payable under or in respect of any note, loan or credit agreement with a banking
institution, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or
not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect
thereof. 


        "Bearer Holder" means, with respect to any Bearer Security or Coupon, the bearer thereof. 


        "Bearer Security" means any Debt Security (with or without Coupons), title to which passes by delivery only, but does not include any
Coupons. 


        "Board of Directors" means, when used with reference to the Company or the Guarantor, either the board of directors of the Company or the
Guarantor, as the case may be, or any authorized committee of such board of directors of the Company or the Guarantor. 


        "Board Resolution" means, when used with reference to the Company or the Guarantor, a copy of one or more resolutions, certified by the
Secretary or an assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by its respective Board of Directors and to be in full force and effect on the date
of such certification delivered to the Trustee. 


        "Business Day" means any day other than a Legal Holiday. 


        "Capital Stock" of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or not currently
exercisable), participation or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint
venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). 



        "Capitalized Lease Obligation" of any Person means any obligation of such Person to pay rent or other amounts under a lease of property,
real or personal, that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP. 


        "Common Equity" of any Person means and includes all Capital Stock of such Person that is generally entitled to (i) vote in the
election of directors of such Person, or (ii) if such Person is not a 


2







 



corporation,
vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person. 


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



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


        "Consolidated Net Tangible Assets" means, for the Company and its Restricted Subsidiaries on a consolidated basis determined in accordance
with GAAP, the aggregate amounts of assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) that would be
included on a balance sheet after deducting therefrom (a) all liability items except deferred income taxes, commercial paper, short term bank indebtedness, Funded Indebtedness, other
long-term liabilities and shareholders' equity and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles. 


        "Coupon" means any interest coupon appertaining to a Bearer Security. 


        "Coupon Security" means any Bearer Security authenticated and delivered with one or more Coupons appertaining thereto. 



        "Currency" means Dollars or Foreign Currency. 


        "Currency Hedge Obligations" means, at any time as to any Person, the obligations of such Person at such time that were incurred in the
ordinary course of business pursuant to any foreign currency exchange agreement, option or futures contract or other similar agreement or arrangement designed to protect against or manage such
Person's or any of its Subsidiaries' exposure to fluctuations in foreign currency exchange rates. 


        "Custodian" means any receiver, trustee, assignee, liquidation or similar official under any Bankruptcy Law. 



        "Debt Security" or "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any debt security or debt securities, as the case may be of any series authenticated and delivered under this Indenture. 


        "Default" means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. 


        "Depositary" means, unless otherwise specified by the Company pursuant to either Section 2.06 or 2.18, with respect to Registered
Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, another clearing agency or any
successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations. 


        "Dollar" or "$" means a dollar or other equivalent unit of legal tender as at the time for
payment of public or private debts in the United States. 


        "Dollar Equivalent" means, with respect to any monetary amount in a Foreign Currency, at any time for the determination thereof, the
amount of Dollars obtained by converting such Foreign Currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable Foreign Currency as quoted by
The Bank of New York Mellon, (unless another 


3







 



comparable
financial institution is designated by the Company) in New York, New York at approximately 11:00 a.m. (New York City time) on the date two business days prior to such determination. 


        "Euro" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Union, as amended by the Treaty on European Union and the Treaty of Amsterdam. 


        "European Union" means the European Community, the European Coal and Steel Community and the European Atomic Energy Community, or their
successors in the European Union. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor statute. 



        "Floating Rate Security" means a Debt Security that provides for the payment of interest at a variable rate determined periodically by
reference to an interest rate index specified pursuant to Section 2.06. 


        "Foreign Currency" means a currency issued by the government of any country other than the United States, or a composite currency the
value of which is determined by reference to the values of the currencies of any group of countries. 


        "Funded Indebtedness" means all Indebtedness (including Indebtedness incurred under any revolving credit, letter of credit or working
capital facility) that matures by its terms, or that is renewable at the option of any obligor thereon to a date, more than one year after the date on which such Indebtedness is originally incurred. 


        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved
by a significant segment of the accounting profession of the United States, as in effect on the date on which the Debt Securities of the applicable series are issued. 



        "Global Security" means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or
resolution of the Board of Directors and set forth in an Officers' Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is due and interest rate or method of determining interest. 



        "Guarantee" means any guarantee of the Guarantor endorsed on a Debt Security authenticated and delivered pursuant to this Indenture and
shall include the guarantees set forth in Section 2.05. 


        "Guarantor" means the Person named as "Guarantor" in the first paragraph of this Indenture until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "guarantor" shall include such successor corporation. 


        "Guarantor Request" and "Guarantor Order" mean, respectively, a written request or order,
as the case may be, signed in the name of the Guarantor by the Chairman of the Board, a Vice Chairman, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Guarantor and delivered to the Trustee. 


4







 

        "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Currency Hedge Obligations, Interest Rate Hedging
Agreements or Oil and Gas Hedging Contracts. 


        "Holder," "Holder of Debt Securities" or other similar terms means, with respect to a Registered Security, the Registered Holder and, with
respect to a Bearer Security or a Coupon, the Bearer Holder. 


        "Indebtedness" of any Person at any date means, without duplication, (i) all indebtedness of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (ii) all obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), other than
standby letters of credit incurred by such Person in the ordinary course of business, (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services,
except trade payables and accrued expenses incurred in the ordinary course of business, (v) all Capitalized Lease Obligations of such Person, (vi) all Indebtedness of others secured by a
Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, (vii) all Indebtedness of others guaranteed by such Person to the extent of such guarantee and
(viii) all Hedging Obligations of such Person. 


        "Indenture" means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or supplemented
and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental Indenture is entered into with respect thereto. 


        "Interest" includes, when used with respect to a Bearer Security, any additional interest payable on such Bearer Security pursuant to
Section 3.02 or 4.07 and, when used with respect to any Original Issue Discount Security which by its terms bears interest only after Stated Maturity, means interest payable after maturity
(whether at Stated Maturity, upon acceleration or redemption or otherwise) or after the date, if any, on which the Company becomes obligated to acquire a Debt Security, whether by purchase or
otherwise. 


        "Interest Rate Hedging Agreements" means, with respect to any Person, the obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person or any of its Subsidiaries against
fluctuations in interest rates. 


        "Legal Holiday" means a Saturday, Sunday or a day on which banking institutions are not authorized or obligated to be open. 



        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset (including, without limitation, any production payment, advance payment or similar arrangement with respect to minerals in place), whether or not filed, recorded or otherwise perfected
under applicable law. For the purposes of this Indenture, the Company, the Guarantor or any Restricted Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale agreement, Capitalized Lease Obligation (other than any Capitalized Lease Obligation relating to any building, structure,
equipment or other property used or to be used in the ordinary course of business of the Company, the Guarantor and the Restricted Subsidiaries) or other title retention agreement relating to such
asset. The right of set-off, whether by operation of law or by
contract, does not constitute a Lien unless there is a related obligation to maintain a deposit of cash or other assets in respect of which such right of set-off may be exercised. 


        "Net Proceeds" means, with respect to any Sale/Leaseback Transaction entered into by the Company, the Guarantor or any Restricted
Subsidiary, the aggregate net proceeds received by the Company, the Guarantor or such Restricted Subsidiary from such Sale/Leaseback Transaction after 


5







 



payment
of expenses, taxes, commissions and similar amounts incurred in connection therewith, whether such proceeds are in cash or in property (valued at the fair market value thereof at the time of
receipt, as determined by the Board of Directors). 


        "Officer" means the Chairman of the Board, President, the Treasurer, any Assistant Treasurer, Controller, any Vice President or Assistant
Vice President of a Person. 


        "Officers' Certificate" means a certificate signed by an Officer and by the Secretary or Assistant or Attesting Secretary of the Company
or the Guarantor, as applicable. Each such certificate shall include the statements provided for in Section 13.05, if and to the extent required by the provisions thereof. 


        "Oil and Gas Hedging Contracts" means any oil and gas purchase or hedging agreement, and other agreement or arrangement, in each case,
that is designed to provide protection against oil and gas price fluctuations. 



        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Guarantor. 


        "Ordinary Course Lien" means: 


        (a)   Liens
for taxes, assessments or governmental charges or levies on the property of the Company, the Guarantor or any Restricted Subsidiary if the same shall not at the
time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been
set aside on the books of the Company or the Guarantor; 


        (b)   Liens
imposed by law, such as carriers', warehousemen's, landlords' and mechanics' liens and other similar liens arising in the ordinary course of business which secure
obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set
aside on the books of the Company or the Guarantor; 


        (c)   Liens
arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or
similar legislation; 


        (d)   Utility
easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of
a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the ordinary course of business of the Company, the Guarantor and the
Restricted Subsidiaries, as the case may be; 


        (e)   Liens
arising under operating agreements or similar agreements in respect of obligations which are not yet due or which are being contested in good faith by appropriate
proceedings; 


        (f)    Liens
reserved in oil, gas and/or mineral leases, production sharing contracts and petroleum concession agreements and licenses for bonus or rental payments and for
compliance with the terms of such leases, contracts, agreements and licenses; 


        (g)   Liens
pursuant to partnership agreements, oil, gas and/or mineral leases, production sharing contracts, petroleum concession agreements and licenses,
farm-out agreements, division orders, contracts for the sale, purchase, exchange, processing or transportation of oil, gas and/or other hydrocarbons, unitization and pooling declarations
and agreements, operating agreements, development agreements, area of mutual interest agreements, and other agreements which are customary in the oil, gas and other mineral exploration, development
and production business and in the business of processing of gas and gas condensate production for the extraction of products therefrom; 


6







 

        (h)   Liens
on personal property (excluding the Capital Stock of any Restricted Subsidiary) securing Indebtedness of the Company, the Guarantor or any Restricted Subsidiary
other than Funded Indebtedness; and 


        (i)    Liens
imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and Liens which secure a judgment
or other court-ordered award or settlement as to which the Company or Guarantor has not exhausted its appellate rights. 


        "Original Issue Discount Debt Security" means any Debt Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 


        "Outstanding", when used with respect to any series of Debt Securities, means, as of the date of determination, all Debt Securities of
that series theretofore authenticated and delivered under this Indenture, except: 


        (a)   Debt
Securities of that series theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 



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


        (c)   Debt
Securities of that series which have been paid pursuant to Section 2.12 or in exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are
held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company and the Guarantor; provided, however, that in
determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Debt Securities owned by the Company, the Guarantor or any other obligor upon the Debt Securities or any Affiliate of the Company, the Guarantor or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Debt Securities which an officer of the Trustee actually knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company, the Guarantor or
any other obligor upon the Debt Securities or an Affiliate of the Company, the Guarantor or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01. In determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal amount of a Debt Security denominated in one or more Foreign Currencies or currency units that shall be deemed to be
Outstanding for such purposes shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.06 on the date of original issuance of such Debt Security, of the
principal amount (or, in the case of any 


7







 



Original
Issue Discount Security, the Dollar Equivalent on the date of original issuance of such Security of the amount determined as provided in the preceding sentence above) of such Debt Security. 


        "Pari Passu" as applied to the ranking of any Indebtedness of a Person in relation to other Indebtedness of such Person, means that each
such Indebtedness either (a) is not subordinate in right of payment to any Indebtedness or (b) is subordinate in right of payment to the same Indebtedness as is the other, and is so
subordinate to the same extent, and is not subordinate in right of payment to each other or to any Indebtedness as to which the other is not so subordinate. 



        "Person" means any individual, corporation, partnership, joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. 


        "Place of Payment" means, when used with respect to the Debt Securities of any series, the place or places where the principal of, and
premium, if any, and interest on, the Debt Securities of that series are payable as specified pursuant to Section 2.06. 



        "Preferred Stock," as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person. 


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


        "Registered Holder" means the Person in whose name a Registered Security is registered in the Debt Security Register (as defined in
Section 2.10(a)). 


        "Registered Security" means any Debt Security registered as to principal and interest in the Debt Security Register (as defined in
Section 2.10(a)). 


        "Registrar" has the meaning set forth in Section 2.10(a). 


        "Representative" means the trustee, agent or representative (if any) for an issue of Senior Indebtedness. 


        "Restricted Subsidiary" means each of the existing Subsidiaries of the Company and any Subsidiary of the Company that is a successor
corporation of any of the existing Subsidiaries. The status of any Subsidiary of the Company as a Restricted Subsidiary shall continue, so long as it is a Subsidiary of the Company. 



        "Sale/Leaseback Transaction" means any arrangement with any Person providing for the leasing by the Company, the Guarantor or any
Restricted Subsidiary, for a period of more than three years, of any real or tangible personal property, which property has been or is to be sold or transferred by the Company, the Guarantor or such
Restricted Subsidiary to such Person in contemplation of such leasing. 


        "SEC" means the Securities and Exchange Commission. 


8









 




































 
        "Securities Act" means the Securities Act of 1933, as amended, and any successor statute. 


        "Stated Maturity" means, with respect to any Debt Security, the date specified in such Debt Security as the fixed date on which the
payment of principal of such Debt Security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such Debt Security
at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 



        "Subsidiary" of any Person means any corporation of which at least a majority of the aggregate voting power of all classes of the Common
Equity is owned by such Person directly or through one or more other Subsidiaries of such Person, and any entity other than a corporation in which such Person, directly or indirectly, owns at least a
majority of the Common Equity of such entity. 


        "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture as originally executed and, to the
extent required by law, as amended. 


        "Trustee" initially means The Bank of New York Mellon and any other Person or Persons appointed as such from time to time pursuant to
Section 7.08, and, subject to the provisions of Article VII, includes its or their successors and assigns. If at any time there is more than one such Person, "Trustee" as used with
respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of that series. 


        "Trust Officer" means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 



        "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction. 


        "United States Alien" means any Person who, for United States Federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more members of which is, for United States Federal income tax purposes, a foreign corporation,
a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. 



        "U.S. Government Obligations" means direct obligations of the United States, obligations on which the payment of principal and interest is
fully guaranteed by the United States or obligations or guarantees for the payment of which the full faith and credit of the United States is pledged. 


        "Yield to Maturity" means the yield to maturity, calculated at the time of issuance of a series of Debt Securities, or, if applicable, at
the most recent redetermination of interest on such series and calculated in accordance with accepted financial practice. 



 Section 1.02. Other Definitions.  



					
	Term



 
	 	Defined

in Section 	 
	 "Debt Security Register"
	 	 	2.10	 
	 "Defaulted Interest"
	 	 	2.20	 
	 "Designated Currency"
	 	 	2.21	 
	 "Determination Notice"
	 	 	3.02	 
	 "Event of Default"
	 	 	6.01	 
	 "Registrar"
	 	 	2.10	 
	 "Successor Company"
	 	 	10.01	 






         Section 1.03. Incorporation by Reference of TIA.    Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by
reference in and made a part of this Indenture. 


9







 

         Section 1.04. Rules of Construction.    Unless the context otherwise requires: 



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


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


        (c)   "or"
is not exclusive; 


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


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


        (f)    the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of
the issuer dated such date prepared in accordance with GAAP. 


         Section 1.05. Compliance Certificates and Opinions.    Upon any application or request by the Company or the Guarantor to the Trustee
to take any
action under any provision of this Indenture, the Company or the Guarantor shall furnish to the Trustee an Officers' Certificate of the Company and the Guarantor stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished. 


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



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


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


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


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


 ARTICLE II

DEBT SECURITIES  


         Section 2.01. Forms Generally.    The Debt Securities and Coupons, if any, of each series and any notations thereon relating to the
Guarantees
shall be in substantially the form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Company with respect to the Debt
Securities or the Guarantor with respect to the notations thereon relating to the Guarantees 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 the Company or the Guarantor may deem appropriate (and, if not contained in a supplemental Indenture entered into in accordance with Article IX, as are not prohibited by the provisions of
this Indenture) or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange on which 


10







 

such
series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities and Coupons or Guarantees,
as evidenced by their execution of the Debt Securities and Coupons or Guarantees. If the form or forms of Debt Securities of any series or Guarantees is established by action taken pursuant to a Board
Resolution of the Company (with respect to the Debt Securities) and the Guarantor (with respect to the Guarantees), either an Officers' Certificate of the Company and the Guarantor shall certify that
such action shall have been duly taken or a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as applicable,
and, in either case, delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 2.08 for the authentication and delivery of such Debt Securities. 


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



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


        The
Trustee's Certificates of Authentication and the Form of Guarantee shall be in substantially the form set forth in this Article II. 


        Each
Bearer Security and each Coupon shall bear a legend substantially to the following effect: "Any United States Person who holds this obligation will be subject to limitations under
the United States Federal income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." 



 Section 2.02. Form of Face of Security.  




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


        [Insert
any other legend required by the United States Internal Revenue Code or the regulations thereunder]. 


        [If
a Global Security,—insert legend required by Section 2.18 of the Indenture] [If applicable, insert—UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


WARREN RESOURCES, INC.  


No.                                        
                    $                    




CUSIP No.                                    


11







 

        WARREN
RESOURCES, INC., a Maryland corporation (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .......... ..................., or registered assigns, the principal sum of ..... .......................... Dollars on ............................ [If
the Debt Security is to bear interest prior to Stated Maturity, insert—, and to pay interest thereon from ........ .. or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ...... and ...... in each year, commencing ......, at the rate of ...% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or
one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the .... or .... (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and
may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a special record date for the payment of such
Defaulted Interest to be filled by the Trustee, notice whereof shall be given to Holders of Debt Securities of this series not less than 10 days prior to such special record date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture]. 


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


        [If
a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest
on this Debt Security by transfer of immediately available funds to a bank account in ........ designated by the Holder in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [state other currency].] 


        [If
a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such]
interest on this Debt Security will be made at the office or agency of the Company maintained for that purpose in ........, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to
the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ........ in ........ and ........ in
........., or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer
instructions in writing at least [        ] days prior to the payment date)] [if applicable, insert—;  provided, however, that payment of interest may be made
at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by
transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The 


12







 

City
of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the
applicable Interest Payment Date)].] 


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


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


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


Dated:




			
	 	 	WARREN RESOURCES, INC.
	

 	
 	
By:
	
 Attest:	
 	

 
	






  	
 	

 





 Section 2.03. Form of Reverse of Security.  




        This Debt Security is one of a duly authorized issue of senior securities of the Company (herein called the "Debt Securities"), issued
and to be issued in one or more series under an Indenture, dated as of [            ] (herein called the "Indenture"),
among the Company, Warren Resources of California, Inc., a California corporation (herein called the "Guarantor," which term includes any successor guarantor under the Indenture), and The Bank
of New York Mellon (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon
which the Debt Securities and the Guarantees (as defined below) are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [,
limited in aggregate principal amount to $..........]. 


        The
Securities are senior unsecured obligations of the Company and are guaranteed pursuant to guarantees (the "Guarantees") by the Guarantor. Each of the Guarantees is a senior unsecured
obligation of the Guarantor. Certain limitations to the obligations of the Guarantor are set forth in further detail in the Indenture. References herein to the Indenture or the Debt Securities shall
be deemed also to refer to the Guarantees set forth in the Indenture except where the context otherwise requires. 


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


13







 


							
	Year



 
	 	Redemption

Price 	 	Year 	 	Redemption

Price 
	

 	
 	
 	
 	
 	
 	
 
	

 	
 	

 	
 	

 	
 	

 






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


        [If
applicable, insert—The Debt Securities of this series are subject to redemption upon not less than .... nor more than .... days' notice by mail, (1) on
..... in any year commencing with the year .... and ending with the year .... through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ............], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning ............ of the years indicated, 



			
	Year



 
	 	Redemption Price for Redemption Through

Operation of the Sinking Fund 
	

 	
 	
 
	

 	
 	
 
	

 	
 	
 






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


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


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


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


        [If
applicable, insert—The Debt Securities of this series are not redeemable prior to Stated Maturity.] 


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


14







 

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


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


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


        [If
a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. 


        The
holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not
be considered the Holders thereof for any purpose under the Indenture.] 


        [If
a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is
registerable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in [if applicable, insert—any
place where the principal of and any premium and interest on this Debt Security are payable] [if applicable, insert—The City of New York[, or, subject
to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the
[main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt
Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] 


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


15







 

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


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


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


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


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


        The
Debt Securities are governed by the laws of The State of New York. 



 Section 2.04. Form of Trustee's Certificate of Authentication.  




        The Trustee's Certificate of Authentication on all Debt Securities authenticated by the Trustee shall be in substantially the following
form: 


        TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 


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



						
	 	THE BANK OF NEW YORK MELLON MELLON,

as Trustee	 	 
	
 	
 By:	
 	
 	
 	

 
	 	 	 	





  Authorized Signature	 	 





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         Section 2.05. Form of Guarantee.    The notation on Debt Securities relating to the Guarantee shall be in substantially the following
form: 


NOTATION ON SECURITY

RELATING TO GUARANTEE 


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


        The
obligations of the Guarantor to the Holders of Debt Securities and to the Trustee pursuant to the Guarantees and the Indenture are expressly set forth in Article XII of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. 



					
	 	 	Guarantor:
	

 	
 	
WARREN RESOURCES OF CALIFORNIA, INC.
	

 	
 	
By:	
 	

 
	 	 	 	 	





  






         Section 2.06. Principal Amount; Issuable in Series.    The aggregate principal amount of Debt Securities which may be issued,
executed,
authenticated, delivered and outstanding under this Indenture is unlimited. 


        The
Debt Securities may be issued in one or more series. There shall be established, without the approval of any Holders, in or pursuant to a Board Resolution of the Company and set
forth in an Officers' Certificate of the Company, or established in one or more Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following: 



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


        (b)   any
limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II); 


17









 



































  
        (c)   the date or dates or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium, if any, of the Debt Securities
of the series are payable; 


        (d)   the
rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method or methods, if any, of
determining such rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by which such date will be
determined, in the case of Registered Securities, the record dates for the determination of Holders thereof to whom such interest is payable; the notice, if any, to Holders regarding the determination
of interest on a floating rate Debt Security and the manner of giving such notice, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve
thirty-day months; 


        (e)   the
right, if any, to extend the Interest payment periods and the duration of any such extension, including the maximum consecutive period, if any, during which Interest
payment periods may be extended; 


        (f)    the
place or places, if any, in addition to or instead of the corporate trust office of the Trustee (in the case of Registered Securities) or the principal London office
of the Trustee (in the case of Bearer Securities), where the principal of, and premium, if any, and interest on, Debt Securities of the series shall be payable; 



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


        (h)   whether
Debt Securities of the series are to be issued as Registered Securities or Bearer Securities or both, and, if Bearer Securities are to be issued, whether Coupons
will be attached thereto, whether Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa, and the circumstances under which and the places at which any
such exchanges, if permitted, may be made; 


        (i)    if
any Debt Securities of the series are to be issued as Bearer Securities or as one or more Global Securities representing individual Bearer Securities of the series,
whether the provisions of Sections 3.02 and 4.07 or other provisions for payment of additional interest or tax redemptions shall apply and, if other provisions shall apply, such other
provisions; whether interest in respect of any portion of a temporary Bearer Security of the series (delivered pursuant to Section 2.11) payable in respect of any interest payment date prior to
the exchange of such temporary Bearer Security for definitive Bearer Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security
held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited
to the Persons entitled to interest payable on such interest payment date; and the terms upon which a temporary Bearer Security may be exchanged for one or more definitive Bearer Securities of the
series; 


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


        (k)   the
terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for Common Stock, Preferred Stock (which may be represented by
depositary shares), other Debt Securities or warrants for Common Stock, Preferred Stock or Indebtedness or other securities of any kind of the Company or any other obligor and the terms and conditions
upon which such 


18







 



conversion
or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in lieu of those
described herein; 


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


        (m)  if
the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index or pursuant to a formula, the
manner in which such amounts will be determined and paid or payable; 



        (n)   if
the principal amount payable at the Stated Maturity of Debt Securities of the series will not be determinable as of any one or more dates prior to such Stated
Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other
than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); and the manner of
determining the equivalent thereof in the currency of the United States for purposes of the definition of Dollar Equivalent; 



        (o)   any
changes or additions to Article XI, including the addition of additional covenants that may be subject to the covenant defeasance option pursuant to
Section 11.02(b); 


        (p)   if
other than such coin or Currency of the United States as at the time of payment is legal tender for payment of public and private debts, the coin or Currency, or
Currencies or units of two or more Currencies, in which payment of the principal of, and premium, if any, and interest on, Debt Securities of the series shall be payable; 


        (q)   if
other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02; 


        (r)   whether
or not the Debt Securities of such series shall be issued as Original Issue Discount Debt Securities and the terms thereof, including the portion of the
principal amount thereof which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; 


        (s)   any
addition to or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of the Trustee or the Holders to declare
the principal of, and premium and interest on, such Debt Securities due and payable; 


        (t)    if
the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities
and the form of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to in Section 2.18(a); 



        (u)   any
trustees, authenticating or paying agents, transfer agents or registrars; 


        (v)   the
applicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the terms currently set forth in
Article X, including conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction of an Indebtedness coverage standard by the Company and Successor
Company (as defined in Article X); 



        (w)  the
terms, if any, of any Guarantee of the payment of principal of, and premium, if any, and interest on, Debt Securities of the series and any corresponding changes to
the provisions of this Indenture as currently in effect; 


19







 

        (x)   whether
the Debt Securities will be issued pursuant to medium term note program; 


        (y)   with
regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and 


        (z)   any
other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this Indenture). 


        All
Debt Securities of any one series and the Coupons, if any, appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be provided in
or pursuant to such resolution of the Board of Directors and as set forth in such Officers' Certificate or in any such Indenture supplemental hereto. 


         Section 2.07. Execution of Debt Securities.    The Debt Securities and the Coupons, if any, shall be signed on behalf of the Company
by its
Chairman of the Board, its President, a Vice President, a Treasurer or an Assistant Treasurer and by its Secretary or an Assistant Secretary. Such signatures upon the Debt Securities and Coupons may
be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities and Coupons. The seal of the Company, if
any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities and Coupons. 



        Only
such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee or by any
authenticating agent with respect to such Debt Securities, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or
by any authenticating agent appointed by the Trustee with respect to such Debt Securities, upon any Debt Security or Coupon executed by the Company shall be conclusive evidence that the Debt Security
or Coupon so authenticated has been duly authenticated and delivered hereunder. 


        In
case any officer of the Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities or Coupons had not ceased to be such officer of the Company; and any Debt Security or Coupon may be signed on behalf of the Company by such Persons as, at the actual date
of the execution of such Debt Security or Coupon, shall be the proper officers of the Company, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such
Person was not such officer. 


         Section 2.08. Authentication and Delivery of Debt Securities.    At any time and from time to time after the execution and delivery
of this
Indenture, the Company may deliver Debt Securities, with appropriate Coupons, if any, of any series executed by the Company, with Guarantees endorsed thereon by the Guarantor, to the Trustee for
authentication, together with a Company Order for the authentication, delivery of such Debt Securities and a Guarantor Order approving the delivery of the Guarantees endorsed thereon, and the Trustee,
in accordance with such Company Order and Guarantor Order, shall thereupon authenticate and deliver said Debt Securities, Coupons and Guarantees. In authenticating such Debt Securities and Coupons
having such Guarantees, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, Coupons appertaining thereto, and Guarantees endorsed thereon, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: 



        (a)   a
copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the Company and the Guarantor, authorizing the
terms of issuance of any series of Debt Securities, Coupons appertaining thereto and the Guarantees endorsed thereon; 


20







 

        (b)   an
executed supplemental Indenture, if any; 



        (c)   an
Officers' Certificate; and 


        (d)   an
Opinion of Counsel prepared in accordance with Section 13.05 which shall also state: 



	(i)
	that
the form of such Debt Securities and Coupons, if any, and Guarantees has been established by or pursuant to a Board Resolution of the Company and the
Guarantor or by a supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture;



	(ii)
	that
the terms of such Debt Securities and Coupons, if any, and Guarantees have been established by or pursuant to a Board Resolution of the Company and
the Guarantor or by a supplemental Indenture as permitted by Section 2.06 in conformity with the provisions of this Indenture;



	(iii)
	that
such Debt Securities and Coupons, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor, enforceable in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 7.06;



	(iv)
	Guarantees,
when executed under the Guarantor's corporate seal and attested by duly authorized officers of the Guarantor and endorsed upon a Debt Security
that is authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any condition specified in such Opinion of Counsel, will constitute legally valid and binding
obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the
availability of equitable remedies



	(v)
	that
the Company has the corporate power to issue such Debt Securities and Coupons, the Guarantor has the corporate power to issue the Guarantee and they
have duly taken all necessary corporate action with respect to such issuance;



	(vi)
	that
authentication and delivery of such Debt Securities and Coupons and the execution and delivery of any supplemental Indenture will not violate the
terms of this Indenture; and



	(vii)
	such
other matters as the Trustee may reasonably request. 




        Such
Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States. 


        The
Trustee shall have the right to decline to authenticate and deliver any Debt Securities or Coupons under this Section 2.08 if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or vice presidents
shall determine that such action would expose the Trustee to personal liability to existing Holders. 



        The
Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debt Securities and Coupons, if any, of any series. Unless limited by the terms of
such 


21







 



appointment,
an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. 



        Unless
otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication. 


         Section 2.09. Denomination of Debt Securities.    Unless otherwise provided in the form of Debt Security
for any series, the Debt Securities of each series shall be issuable only as Registered Securities in such denominations as shall be specified or contemplated by Section 2.06. In the absence of
any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 



 Section 2.10. Registration of Transfer and Exchange.  




        (a)   The
Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the
"Debt Security Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and the transfer of Registered Securities as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee.
Subject to Section 2.18, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions
of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of
authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for
Bearer Securities. 


        Unless
and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of
transfer of the Registered Securities shall be kept at the corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated
"Registrar". 


        Registered
Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same
series of other authorized denominations. Subject to Section 2.18, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided
in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the
exchange shall be entitled to receive. 


        At
the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.06(h) or 2.06(s) with respect to a Global Security
representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer
Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or
agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided,
however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in Default, such exchange may be effected if such Holder's 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 


22







 



indemnity
as they may require to save each of them and any paying agent harmless. If thereafter such Holder 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 2.15, 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. 



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


        Notwithstanding
the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable
to Debt Securities in effect at the time of such exchange. 


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


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


        No
service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.12), but the Company may require payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company's own
expense or without expense or without charge to the Holders. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of
redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption;  provided, however, that, if
specified pursuant to Section 2.06, any Bearer Securities of any series that are exchangeable for Registered
Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during
the period preceding the redemption date therefor. 


        Prior
to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a
Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. 



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


         Section 2.11. Temporary Debt Securities.    Pending the preparation of definitive Debt Securities of any series, the Company may
execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any authorized 


23







 



denomination,
and substantially in the form of the definitive Debt Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more Coupons or without
Coupons, and with such omissions, insertions and variations as may be appropriate for temporary Debt Securities and Coupons, all as may be determined by the Company with the concurrence of the
Trustee. Temporary Debt Securities and Coupons may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Company and
be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities. 



        If
temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. Except as otherwise
specified as contemplated by Section 2.06(h)(iii) with respect to a series of Debt Securities issuable as Bearer Securities or as one or more Global Securities representing individual Bearer
Securities of the series, (a) after the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt
Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency of the Company at a Place of Payment for such series, without charge to the Holder
thereof, except as provided in Section 2.10 in connection with a transfer and except that a Person receiving definitive Bearer Securities shall bear the cost of insurance, postage,
transportation and the like unless otherwise specified pursuant to Section 2.06, and (b) upon surrender for cancellation of any one or more temporary Debt 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 Debt
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, however, that delivery of a Global Security representing individual Bearer
Securities or a Bearer Security shall occur only outside the United States. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Debt Securities of such series, except as otherwise specified as contemplated by Section 2.06(h)(ii) with respect to the payment of interest on Global Securities in
temporary form. 


        Unless
otherwise specified pursuant to Section 2.06, the Company will execute and deliver each definitive Global Security representing individual Bearer Securities and each Bearer
Security to the Trustee at its principal office in London or such other place outside the United States specified pursuant to Section 2.06. 


        Upon
any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.10
or this Section 2.11, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be exchanged and endorsed. 



 Section 2.12. Mutilated, Destroyed, Lost or Stolen Debt Securities.  




        If (a) any mutilated Debt Security or any mutilated Coupon with the Coupon Security to which it appertains (and all unmatured
Coupons attached thereto) is surrendered to the Trustee at its corporate trust office (in the case of Registered Securities) or at its principal London office (in the case of Bearer Securities) or
(b) the Company, the Guarantor and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security or any Coupon, and there is delivered to the
Company, the Guarantor and the Trustee such security or indemnity as may be required by them to save each of them and any paying agent harmless, and none of the Company, the Guarantor nor the Trustee
receives notice that such Debt Security or Coupon has been acquired by a bona fide purchaser, then the Company shall execute and, upon a Company Order, the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security or in 


24







 

exchange
for the Coupon Security to which such mutilated, destroyed, lost or stolen Coupon appertained, a new Debt Security (with an endorsement of the Guarantee executed by the Guarantor) of the same
series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding, and, in the case of a Coupon Security, with such Coupons attached thereto that neither gain
nor loss in interest shall result from such exchange or substitution. Upon the issuance of any substituted Debt Security, the Company and the Guarantor may require the payment of a sum sufficient to
cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case
any Debt Security or Coupon which has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substituted Debt Security or Coupon, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security or Coupon) if the applicant for such payment
shall furnish the Company, the Guarantor and the Trustee with such security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company, the Guarantor and the Trustee of the destruction, loss or theft of such Debt Security or Coupon and of the ownership thereof;  provided, however, that
payment of principal of, and premium, if any, and interest on, Bearer Securities or Coupons shall, except as otherwise provided
in Section 2.15, be payable only at an office or agency located outside the United States. 


        Every
substituted Debt Security of any series, with its Coupons, if any, issued pursuant to the provisions of this Section 2.10 by virtue of the fact that any Debt Security or
Coupon is destroyed, lost or stolen shall constitute an original additional contractual obligation of the Company and the Guarantor, whether or not the destroyed, lost or stolen Debt Security or
Coupon shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of that series and Coupons, if any,
duly issued hereunder. All Debt Securities and Coupons, if any, shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons, and shall preclude any and all other rights or remedies, notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 


         Section 2.13. Cancellation of Surrendered Debt Securities.    All Debt Securities surrendered for payment, redemption, registration
of transfer
or exchange and all Coupons surrendered for payment or exchange shall, if surrendered to the Company or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if
surrendered to the Trustee, shall be canceled by it, and no Debt Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All
canceled Debt Securities and Coupons held by the Trustee shall be destroyed (subject to the record retention requirements of the Exchange Act) and certification of their destruction delivered to the
Company, unless otherwise directed. On request of the Company, the Trustee shall deliver to the Company canceled Debt Securities and Coupons held by the Trustee. If the Company or the Guarantor shall
acquire any of the Debt Securities or Coupons, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation. The Company may not issue new Debt Securities or Coupons to replace Debt Securities or Coupons it has redeemed, paid or delivered to the
Trustee for cancellation. 


         Section 2.14. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders.    Nothing in this
Indenture
or in the Debt Securities or Coupons, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions 


25







 



and
provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents. 



 Section 2.15. Payment of Interest; Interest Rights Preserved.  




        (a)   Interest
on any Registered Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the Person in whose name
such Registered Security is registered at the close of business on the regular record date for such interest notwithstanding the cancellation of such Registered Security upon any transfer or exchange
subsequent to the regular record date. In case a Coupon Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency
in a Place of Payment for such series) on any regular record date and before the opening of business (at such office or agency) on the next succeeding interest payment date, such Coupon Security shall
be surrendered without the Coupon relating to such interest payment date and interest will not be payable on such interest payment date in respect of the Registered Security issued in exchange for
such Coupon Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Payment of interest on Registered Securities shall be made at
the corporate trust office of the Trustee (except as otherwise specified pursuant to Section 2.06), or at the option of the Company, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security Register or, if provided pursuant to Section 2.06 and in accordance with arrangements satisfactory to the Trustee, at the option of the
Registered Holder by wire transfer to an account designated by the Registered Holder. 


        (b)   No
interest shall be payable with respect to a Bearer Security or Coupon unless such certification requirements as are specified pursuant to Section 2.06(h) are
satisfied with respect to such Bearer Security or Coupon. Interest on any Coupon Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the
Holder of the Coupon that has matured on such interest payment date upon surrender of such Coupon on such interest payment date at the principal London office of the Trustee or at such other Place of
Payment outside the United States specified pursuant to Section 2.06. 


        Interest
on any Bearer Security (other than a Coupon Security) that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the Holder of the
Bearer Security upon presentation of such Bearer Security and notation thereon on such interest payment date at the principal London office of the Trustee or at such other Place of Payment outside the
United States specified pursuant to Section 2.06. 


        Unless
otherwise specified pursuant to Section 2.06, at the direction of the Holder of any Bearer Security or Coupon payable in Dollars, and subject to applicable laws and
regulations, payments in respect of such Bearer Security or Coupon will be made by check drawn on a bank in New York, New York, or, in accordance with arrangements satisfactory to the Trustee, by wire
transfer to a Dollar account maintained by such Holder with a bank outside the United States. If such payment at the offices of all paying agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or similar restrictions on the full payment or receipt of such amounts in Dollars, then, to the extent permitted by United States
tax law, the Company will appoint an office or agent in the United States at which such payment may be made. Unless otherwise specified pursuant to Section 2.06, at the direction of the Holder
of any Bearer Security or Coupon payable in a Foreign Currency, payment on such Bearer Security or Coupon will be made by a check drawn on a bank outside the United States or, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to an appropriate account maintained by such Holder outside the United States. Except as provided in this paragraph, no payment on any Bearer
Security or Coupon will be made by mail to an address in the United States or by transfer to an account in the United States. 


26







 

        (c)   Subject
to the foregoing provisions of this Section 2.15 and Section 2.20, each Debt Security of a particular series delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Debt Security. 



 Section 2.16. Securities Denominated in Foreign Currencies.  




        (a)   Except
as otherwise specified pursuant to Section 2.06 for Bearer Securities of any series, payment of the principal of, and premium, if any, and interest on,
Bearer Securities of such series denominated in any Currency will be made in such Currency. 


        (b)   Except
as otherwise specified pursuant to Section 2.06 for Registered Securities of any series, payment of the principal of, and premium, if any, and interest on,
Registered Securities of such series will be made in Dollars. 


        (c)   For
the purposes of calculating the principal amount of Debt Securities of any series denominated in a Foreign Currency or in units of two or more Foreign Currencies
(including European Currency Units) for any purpose under this Indenture, the principal amount of such Debt Securities at any time Outstanding shall be deemed to be the Dollar Equivalent of such
principal amount as of the date of any such calculation. 


        In
the event any Foreign Currency or currencies or units of two or more Currencies in which any payment with respect to any series of Debt Securities may be made ceases to be a freely
convertible Currency on United States Currency markets, for any date thereafter on which payment of principal of, or premium, if any, or interest on, the Debt Securities of a series is due, the
Company shall select the Currency of payment for use on such date, all as provided in the Debt Securities of such series. In such event, the Company shall, as provided in the Debt Securities of such
series, notify the Trustee of the Currency which it has selected to constitute the funds necessary to meet the Company's obligations on such payment date and of the amount of such Currency to be paid.
Such amount shall be determined as provided in the Debt Securities of such series. The payment to the Trustee with respect to such payment date shall be made by the Company solely in the Currency so
selected. 


        Section 2.17. Wire Transfers.    Notwithstanding any other provision to the contrary in this Indenture, the Company may make any
payment of
monies required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory redemption payments,
interest payments or otherwise) by wire transfer in immediately available funds to an account designated by the Trustee on or before the date such monies are to be paid to the Holders of the Debt
Securities in accordance with the terms hereof. 


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 Section 2.18. Securities Issuable in the Form of a Global Security.  




        (a)   If
the Company shall establish pursuant to Sections 2.01 and 2.06 that the Debt Securities of a particular series are to be issued in whole or in part in the form
of one or more Global Securities, then the Company shall execute, the Guarantor shall endorse and the Trustee or its agent shall, in accordance with Section 2.08, authenticate and deliver, such
Global Security or Securities, which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented
by such Global Security or Securities, or such portion thereof as the Company shall specify in an Officer's Certificate, shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: 


"THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES." 


        (b)   Notwithstanding
any other provision of this Section 2.18 or of Section 2.10 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Debt Securities in registered form, a Global Security may be transferred,
in whole but not in part and in the manner provided in Section 2.10, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for such Global Security selected or approved by the Company, or to a
nominee of such successor Depositary. 


        (c)   (i)
If at any time the Depositary for a Global Security or Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Global
Security or Securities or if at any time the Depositary for the Debt Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute, rule
or regulation, the Company shall appoint a successor Depositary with respect to such Global Security or Securities. If a successor Depositary for such Global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee or its agent, upon receipt of a Company
Order for the authentication and delivery of such individual Debt Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Debt Securities of such
series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security or Securities. 



        (ii)   The
Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Debt Securities of such series of like
tenor and terms in definitive 


28








 



form
in an aggregate principal amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities. 


        (iii)  If
specified by the Company pursuant to Sections 2.01 and 2.06 with respect to Debt Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series shall authenticate and deliver, without service charge, to each Person specified by such Depositary a new Debt Security or Securities of the same
series of like tenor and terms and 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 Global
Security; and to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 


        (iv)  In
any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver individual
Debt Securities. In case a Coupon Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment
for such series) on any special record date and before the opening of business (at such office or agency) on the related proposed date of payment of Defaulted Interest, such Coupon Security shall be
surrendered without the Coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in
exchange for such Coupon Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Upon the exchange of the entire principal amount
of a Global Security for individual Debt Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph, Registered Securities issued in
exchange for a Global Security pursuant to this Section 2.18 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver such Registered Securities to the Persons in
whose names such Registered Securities are so registered. 


        (v)   Payments
in respect of the principal of and interest on any Debt Securities registered in the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global Security. The Company, the Guarantor and the Trustee may treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Company, the Guarantor, the Trustee, any Registrar,
the paying agent or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial ownership
interests of the Global Security by the Depositary or its nominee or any of the Depositary's direct or indirect participants, or for maintaining, supervising or reviewing any records of the
Depositary, its nominee or any of its direct or indirect participants relating to the beneficial ownership interests of the Global Security, the payments to the beneficial owners of the Global
Security of amounts paid to the Depositary or its nominee, or any other matter relating to the actions and practices of the Depositary, its nominee or any of its direct or indirect participants. None
of the Company, the Guarantor, the Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct or indirect participants in identifying the beneficial
owners of the Debt Securities, and the Company and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Depositary 


29







 



or
its nominee for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Debt Securities to be issued). 



        The
Trustee shall deliver individual Bearer Securities issued in exchange for a Global Security pursuant to this Section 2.18 to the Persons and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee; provided,
however, that individual Bearer Securities shall be delivered in exchange for a Global Security only in accordance with the procedures as may be specified pursuant to
Section 2.06. 


        Notwithstanding
the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable
to Debt Securities in effect at the time of such exchange. 


         Section 2.19. Medium Term Securities.    Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to
be
originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers' Certificate, Board Resolutions, supplemental Indenture, Opinion of Counsel or written
order or any other document otherwise required pursuant to Section 2.01, 2.06, 2.08 or 13.05 at or prior to the time of authentication of each Debt Security of such series if such documents are
delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first such Debt Security of such series to be issued;  provided, that any subsequent request by the
Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Officers' Certificate delivered pursuant to Section 2.08 or
13.05 shall be true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to such time of authentication of an original issuance of Debt Securities shall
specifically state that it shall relate to all subsequent issuances of Debt Securities of such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of such
series. 


        A
Company Order delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph, may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of Persons designated in such written order (any such telephonic
instructions to be promptly confirmed in writing by such Person) and that such Persons are authorized to determine, consistent with the Officers' Certificate, supplemental Indenture or resolution of
the Board of Directors relating to such written order, such terms and conditions of such Debt Securities as are specified in such Officers' Certificate, supplemental Indenture or such resolution. 



        Section 2.20. Defaulted Interest.    Any interest on any Debt Security of a particular series which is payable, but is not punctually
paid or
duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called "Defaulted
Interest") shall, if such Debt Security is a Registered Security, forthwith cease to be payable to the Registered Holder thereof on the relevant record date by virtue of having
been such Registered Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: 



        (i)    The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series are registered at the close of
business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money 


30







 



when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the
Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series are registered at the close
of business on such special record date. In case a Coupon Security of any such series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any special record date and before the opening of business (at such office or agency) on the related proposed date of payment of Defaulted Interest,
such Coupon Security shall be surrendered without the Coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Coupon Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 


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



        (b)   Any
Defaulted Interest payable in respect of Bearer Securities of any series shall be payable pursuant to such procedures as may be satisfactory to the Trustee in such
manner that there is no discrimination between the Holders of Registered Securities (if any) and Bearer Securities of such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided in Section 13.03 not more than 25 days and not less than 20 days prior to the date of the proposed
payment. 


         Section 2.21. Judgments.    The Company may provide pursuant to Section 2.06 for Debt Securities of any series that the
obligation, if
any, of the Company to pay the principal of, and premium, if any, and interest on, the Debt Securities of any series in a Foreign Currency or Dollars (the "Designated Currency") as may be specified
pursuant to Section 2.06 is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of Debt Securities of such series shall be given in the
Designated Currency; the obligation of the Company to make payments in the Designated Currency of the principal of, and premium, if any, and interest on, such Debt Securities shall, notwithstanding
any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may,
in accordance with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange) on the business day in the country of issue of the Designated
Currency or in the international banking community (in the case of a composite currency) immediately following the day on which such Holder receives such payment; if the amount in the Designated
Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and any
obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 


         Section 2.22. CUSIP Numbers.    The Company in issuing the Debt Securities may use "CUSIP" numbers (in addition to the other
identification
numbers printed on the Debt Securities), and, if so, the 


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Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers. 


 ARTICLE III

REDEMPTION OF DEBT SECURITIES  


         Section 3.01. Applicability of Article.    The provisions of this Article shall be applicable to the Debt Securities of any series
which are
redeemable before their Stated Maturity except as otherwise specified as contemplated by Section 2.06 for Debt Securities of such series. 



 Section 3.02. Tax Redemption; Special Tax Redemption.  




        (a)   Unless
otherwise specified pursuant to Section 2.06, Bearer Securities of any series may be redeemed at the option of the Company in whole, but not in part, at
any time, on giving not less than 30 or more than 60 days' notice in accordance with Section 3.03 (which notice shall be irrevocable), at the redemption price thereof (calculated without
premium), if the Company has or will become obligated to pay additional interest on such Bearer Securities pursuant to Section 4.07 as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation
of such laws, regulations or rulings, which change or amendment becomes effective on or after the date on which any Person (including any Person acting as underwriter, broker or dealer) agrees to
purchase any of such Bearer Securities pursuant to their original issuance, and such obligation cannot be avoided by the Company or the Guarantor taking reasonable measures available to it;  provided,
that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would beobligated
to pay such additional interest were a payment in respect of the Bearer Securities of that series then due. Prior to the publication of any notice of redemption pursuant to this
Section 3.02(a), the Company shall deliver to the Trustee an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing
that the conditions precedent to the right of the Company so to redeem have occurred and an Opinion of Counsel to the effect that the Company has or will become obligated to pay such additional
interest as a result of such change or amendment. 


        (b)   Unless
otherwise specified pursuant to Section 2.06, if the Company shall determine that any payment made outside the United States by the Company or any of its
paying agents in respect of any Bearer Security or Coupon would, under any present or future laws or regulations of the United States, be subject to any certification, documentation, information or
other reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any paying agent or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or Coupon that is a United States Alien (other than such a requirement that would not be applicable to a payment made by the Company or any one of its paying
agents directly to the beneficial owner or to a custodian, nominee or other agent of the beneficial owner, or that can be satisfied by such custodian, nominee or other agent certifying to the effect
that the beneficial owner is a United States Alien; provided, that, in any case referred to in clause (i)(B) or (ii), payment by the custodian,
nominee or agent to the beneficial owner is not otherwise subject to any such requirement), then the Company shall elect either to redeem such Bearer Security or Coupon in whole, but not in part, at
the redemption price thereof (calculated without premium) or if the conditions of the next succeeding paragraph are satisfied, to pay the additional interest specified in such paragraph. The Company
shall make such determination as soon as practicable and publish prompt notice thereof (the "Determination  


32







 



 Notice"), stating the effective date of such certification, documentation, information or other reporting requirement, whether the Company elects to redeem the Bearer Security
or Coupon or to pay the additional interest specified in the next succeeding paragraph and (if applicable) the last date by which the redemption of the Bearer Security or Coupon must take place, as
provided in the next succeeding sentence. If any Bearer Security or Coupon is to be redeemed pursuant to this paragraph, the redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall specify by notice given to the Trustee at least 60 days before the redemption date. Notice of such redemption shall be given by the
Company to the Holders of the Bearer Security or Coupon not more than 60 days or less than 30 days prior to the redemption date. Notwithstanding the foregoing, the Company shall not so
redeem the Bearer Security or Coupon
if the Company shall subsequently determine, not less than 30 days prior to the redemption date, that subsequent payments on the Bearer Security or Coupon would not be subject to any such
certification, documentation, information or other reporting requirement, in which case the Company shall publish prompt notice of such subsequent determination, and any earlier redemption notice
given pursuant to this paragraph shall be revoked and of no further effect. Prior to the publication of any Determination Notice pursuant to this paragraph, the Company shall deliver to the Trustee an
Officers' Certificate stating that the Company is entitled to make such determination and setting forth a statement of facts showing that the conditions precedent to the obligation of the Company to
redeem the Bearer Security or Coupon or to pay the additional interest specified in the next succeeding paragraph have occurred and an Opinion of Counsel to the effect that such conditions have
occurred. 


        If
and so long as the certification, documentation, information or other reporting requirement referred to in the preceding paragraph would be fully satisfied by payment of a backup
withholding tax or similar charge, the Company may elect to pay as additional interest such amounts as may be necessary so that every net payment made outside the United States following the effective
date of such requirement by the Company or any of its paying agents in respect of any Bearer Security or Coupon of which the beneficial owner is a United States Alien (but without any requirement that
the nationality, residence or identity of such beneficial owner be disclosed to the Company, any paying agent or any governmental authority), after deduction or withholding for or on account of such
backup withholding tax or similar charge that (x) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or
(y) is imposed as a result of presentation of any such Bearer Security or Coupon for payment more than 15 days after the date on which such payment became due and payable or on which
payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided in any such Bearer Security or Coupon to be then due and payable. If the Company elects to
pay additional interest pursuant to this paragraph, the Company shall have the right to redeem the Bearer Security or Coupon at any time in whole, but not in part, at the redemption price thereof
(calculated without premium), subject to the provisions of the last three sentences of the immediately preceding paragraph. If the Company elects to pay additional interest pursuant to this paragraph
and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company shall redeem the Bearer Security or Coupon in whole, but not in part, at the
redemption price thereof (calculated without premium), subject to the provisions of the last three sentences of the immediately preceding paragraph. Any redemption payments made by the Company
pursuant to the two immediately preceding sentences shall be subject to the continuing obligation of the Company to pay additional interest pursuant to this paragraph. If the Company elects to, or is
required to, redeem the Bearer Security or Coupon pursuant to this paragraph, it shall publish prompt notice thereof. If the Bearer Security or Coupon is to be redeemed pursuant to this paragraph, the
redemption shall take place on such date, not later than one year after publication of the notice of redemption, as the Company shall specify by notice to the Trustee at least 60 days prior to
the redemption date. 


         Section 3.03. Notice of Redemption; Selection of Debt Securities.    In case the Company shall desire to exercise the right to redeem
all or, as
the case may be, any part of the Debt Securities of any 


33







 



series
in accordance with their terms, a resolution of the Board of Directors or a supplemental Indenture, the Company shall fix a date for redemption and shall give notice of such redemption at least
30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in
Section 13.03. The notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to
give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series. 


        Each
such notice of redemption shall specify: 


        (i)    the
date fixed for redemption; 


        (ii)   the
redemption price at which Debt Securities of such series are to be redeemed; 


        (iii)  the
Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities; 


        (iv)  that
any interest accrued to the date fixed for redemption will be paid as specified in said notice; 


        (v)   that
the redemption is for a sinking fund payment (if applicable); 


        (vi)  that,
unless otherwise specified in such notice, Coupon Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption, failing which the amount of any such missing Coupon or Coupons will be deducted from the redemption price; 


        (vii) if
the Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on the applicable redemption date pursuant to Section 2.18(c) or otherwise, the last date on which such exchanges may be made; 


        (viii)  that,
if the Company defaults in making such redemption payment, the paying agent is prohibited from making such payment pursuant to the terms of this Indenture; 


        (ix)  that
on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue; 


        (x)   that
in the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the
Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed; and 


        (xi)  that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. 


        If
less than all the Debt Securities of a series are to be redeemed the notice of redemption shall specify the CUSIP numbers of the Debt Securities of that series to be redeemed. In case
any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof, and in the case of a
Bearer Security with appropriate Coupons, if any, will be issued. 


        At
least 45 days but not more than 60 days before the redemption date unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the
redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to 


34







 



which
such redemption will occur. Such notice shall be accompanied by an Officers' Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the
conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which
record date shall be not less than 15 days after the date of notice to the Trustee. 


        If
less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions) the Trustee shall select, on a pro
rata basis, by lot or by such other method as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed.
In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were
represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the
principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike
tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for
redemption also apply to portions of Debt Securities called for redemption. 


         Section 3.04. Deposit of Redemption Price.    On or prior to 10:00 a.m., New York City time, on any redemption date for any
Registered
Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in
which such Debt Securities are denominated (except as provided pursuant to Section 2.06) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to
be redeemed on that date. In the case of any redemption pertaining to Bearer Securities or Coupon Securities, the Company shall, no later than the business day prior to such redemption date, deposit
with the Trustee or with a paying agent (other than the Company) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.06)
sufficient to pay the redemption price of such Bearer or Coupon Securities or any portion thereof that are to be redeemed on the redemption date. 


         Section 3.05. Payment of Debt Securities Called for Redemption.    If notice of redemption has been given as provided in
Section 3.03, the
Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the Place or Places of Payment stated in
such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such
Debt Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for
redemption shall cease to accrue, any original issue discount in the case of Original Issue Discount Debt Securities shall cease to accrue and any Coupons for such interest appertaining to any Coupon
Securities to be redeemed, except to the extent described below, shall be void. On presentation and surrender of such Debt Securities at the Place or Places of Payment in said notice specified, the
said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for
redemption. 


        If
any Coupon Security surrendered for redemption shall not be accompanied by all Coupons appertaining thereto maturing on or after the applicable redemption date, the redemption price
for such Coupon Security may be reduced by an amount equal to the face amount of all such missing Coupons. If thereafter the Holder of such Coupon shall surrender to any paying agent outside the 


35







 



United
States 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. 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. 


        Any
Debt Security that is to be redeemed only in part shall be surrendered at the corporate trust office or such other office or agency of the Company as is specified pursuant to
Section 2.06 (in the case of Registered Securities) and at the principal London office of the Trustee or such other office or agency of the Company outside the United States as is specified
pursuant to Section 2.06 (in the case of Bearer Securities) with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or 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, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered, and, in the case of a Coupon
Security, with appropriate Coupons attached; except that if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such
Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case
of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make
a notation on such Debt Security of the payment of the redeemed portion thereof. 


         Section 3.06. Mandatory and Optional Sinking Funds.    The minimum amount of any sinking fund payment provided for by the terms of
Debt
Securities of any series, resolution of the Board of Directors or a supplemental Indenture 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 Debt Securities of any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as an "optional sinking fund payment". 


        In
lieu of making all or any part of any mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Company may at its option (a) deliver to the
Trustee Debt Securities of that series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Company or (b) receive credit for
the principal amount of Debt Securities of that series which have been redeemed either at the election of the Company pursuant to
the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, resolution or supplemental Indenture;  provided,
that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for redemption through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly. 


         Section 3.07. Redemption of Debt Securities for Sinking Fund.    Not less than 45 days prior to each sinking fund payment date for
any series of
Debt 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,
any resolution or supplemental Indenture, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Debt Securities of such series are denominated (except
as provided pursuant to Section 2.06) and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to this Section 3.07
(which Debt Securities, if not previously redeemed, will accompany such certificate) and 


36







 



whether
the Company intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall also state that no Event of Default has
occurred and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred
to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company to deliver such certificate (or to deliver the Debt Securities and Coupons, if any, specified in this
paragraph) shall not constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in
this Section 3.07 and without the right to make any optional sinking fund payment, if any, with respect to such series. 


        Any
sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
(or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such Debt Securities at the Redemption
Price specified in such Debt Securities, resolution or supplemental Indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund
monies not so applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section 3.07. Any and all sinking fund monies with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of such series and not held for the payment or redemption of particular Debt Securities shall be applied by the Trustee,
together with other monies, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at its Stated Maturity. 


        The
Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.03 and the Company shall
cause notice of the redemption thereof to be given in the manner provided in Section 3.03 except that the notice of redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section 3.05. 


        At
least one business day before each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own paying agent, the Company shall segregate
and hold in trust) in cash a sum in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.06) equal to any interest accrued to the
date fixed for redemption of Debt Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 3.07. 



        The
Trustee shall not redeem any Debt Securities of a series with sinking fund monies or mail any notice of redemption of such Debt Securities by operation of the sinking fund for such
series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall
redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any
monies in the sinking fund for such series at the time when any such Default or Event of Default shall occur and any monies thereafter paid into such sinking fund shall, during the continuance of such
Default or Event of 


37







 



Default,
be held as security for the payment of such Debt Securities; provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided herein, such monies shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such monies may be applied pursuant to the
provisions of this Section 3.07. 


 ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY  


        Section 4.01. Payment of Principal of, and Premium, if any, and Interest on, Debt
Securities.


        (a)   The
Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on,
each of the Debt Securities and pay any Coupons at the place, at the respective times and in the manner provided herein, in the Debt Securities and in the Coupons. Each installment of interest on the
Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.10(a) to the address of such Person as it
appears on the Debt Security Register. Any interest due on Coupon Securities on or before the Stated Maturity of the related Debt Security, other than additional interest, if any, payable as provided
in Section 4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be payable only upon presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature. 


        Principal,
premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this
Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.06) all principal, premium and interest
then due. 


        The
Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate
to the extent lawful. 


        (b)   Notwithstanding
the provisions of Section 4.01(a) or any other provision herein to the contrary, the Company shall have the right, as provided in an Officer's
Certificate or supplemental indenture issued pursuant to Article IX, in its sole and absolute discretion at any time and from time to time while the Debt Securities of any series are
outstanding, so long as no Event of Default with respect to such series of Debt Securities has occurred and is continuing, to defer payments of Interest by extending the Interest payment period for
such series of Debt Securities for the maximum consecutive period, if any, specified for such series of Debt Securities, provided that such extension
period must end on an Interest payment date and shall not extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series, and provided
further that at the end of each extension period the Company shall pay all Interest then accrued and unpaid (together with Interest thereon to the extent permitted by
applicable law at the rate accruing on such Debt Securities). Prior to the termination of an extension period, the Company may shorten or may further extend the Interest payment period for such series
of Debt Securities, provided that such extension period together with all such previous and further extensions may not exceed the maximum consecutive
period specified for such series of Debt Securities, end on a date other than an Interest payment date or extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series. The
Company shall give the Trustee notice of the Company's election to begin an extension period for any series of Debt Securities and any shortening or extension thereof at least five Business Days prior
to: (i) the date notice of payment of Interest on such Debt Securities is required to be given to any national securities exchange on which the Debt Securities are then listed or other
applicable self-regulatory organization, or (ii) the date of the notice of the record or payment date of the related distribution on the Debt Securities, but in any event not less
than five Business Days prior to the Record Date fixed by the Company for the payment of such Interest. The Company shall give or cause the Trustee to give notice (a form of which 


38







 



shall
be provided by the Company to the Trustee) of the Company's election to begin an extension period to the Holders by first class mail, postage prepaid. 


         Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities.    The
Company will
maintain in each Place of Payment for any series of Debt Securities and Coupons, if any, an office or agency where Debt Securities and Coupons of such series (but, except as otherwise provided in
Section 2.15, unless such Place of Payment is located outside the United States, not Bearer Securities or Coupons) may be presented or surrendered for payment, where Debt Securities of such
series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and Coupons of such series and this Indenture may be served.
So long as any Bearer Securities of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities
specified pursuant to Section 2.06 and, if any Bearer Securities are listed on a securities exchange that requires an office or agency for the payment of principal of, and premium, if any, or
interest on, such Bearer Securities in a location other than the location of an office or agency specified pursuant to Section 2.06, the Company will maintain for such purposes an office or
agency in such location so long as any Bearer Securities are listed on such securities exchange and such exchange so requires. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of
the Trustee (in the case of Registered Securities) and at the principal London office of the Trustee (in the case of Bearer Securities), and the Company hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from
time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency. 



        Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee.    The Company, whenever necessary to avoid or fill a vacancy in
the office
of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each series of Debt Securities. 


39









 








































 Section 4.04. Duties of Paying Agents, Etc.  




        (a)   The
Company shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 4.04,  




	(i)
	that
it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any
series and the payment of any related Coupons (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities or Coupons of such series) in trust for the benefit
of the Holders of the Debt Securities and Coupons of such series;



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



	(iii)
	that
it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so
held by it as such agent. 





        (b)   If
the Company shall act as its own paying agent, with respect to any series of Debt Securities, it will, on or before each due date of the principal of, and premium, if
any, or interest on, the Debt Securities and Coupons, if any, of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities and Coupons of such
series a sum in the Currency or Currencies in which the Debt Securities of such series are payable (except as otherwise specified pursuant to Section 2.06 for the Debt Securities of such
series) sufficient to pay such principal, premium, if any, or interest so becoming due. The Company will promptly notify the Trustee of any failure by the Company to take such action or the failure by
any other obligor on such Debt Securities or Coupons to make any payment of the principal of, and premium, if any, or interest on, such Debt Securities or Coupons when the same shall be due and
payable. 


        (c)   Anything
in this Section 4.04 to the contrary notwithstanding, the Company or the Guarantor may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or by Company Order direct any paying agent to pay, to the Trustee all sums held in trust by the Company, the Guarantor or any paying agent,
as required by this Section 4.04, 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. 


        (d)   Whenever
the Company shall have one or more paying agents with respect to any series of Debt Securities and Coupons, it will, prior to each due date of the principal of,
and premium, if any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum in the Currency or Currencies in which the Debt Securities of such series are payable
(except as otherwise specified pursuant to Section 2.06 for the Debt Securities of such series) sufficient to pay the principal, premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 


        (e)   Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the
provisions of Section 11.05. 



 Section 4.05. SEC Reports; Financial Statements.  




        (a)   The
Company shall, so long as any of the Debt Securities are outstanding, file with the Trustee, within 15 days after it files the same with the SEC, copies of
the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required
to file with the SEC 


40







 

pursuant
to Section 13 or 15 (d) of the Exchange Act. If the Company is not subject to the requirements of such Section 13 or 15(d), the Company shall file with the Trustee,
within 15 days after it would have been required to file the same with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditors' report by a
firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which the Company would have been
required to include in such annual reports, information, documents or other reports if the Company had been subject to the requirements of such Section 13 or 15(d). The Company shall also
comply with the provisions of TIA Section 314(a). 



        (b)   The
Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Trustee may be required to deliver
to Holders under this Section. 



 Section 4.06. Compliance Certificate.  




        (a)   Each
of the Company and the Guarantor shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year, an Officers' Certificate stating that a review of the activities of the Company or the Guarantor during the preceding fiscal year has been made under the supervision of the signing
Officers of the Company and the Guarantor with a view to determining whether the Company and the Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company or the Guarantor has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the
Company or the Guarantor, is taking or proposes to take with respect thereto) and that to the best of his knowledge no event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest, if any, on the Debt Securities are prohibited or, if such event has occurred, a description of the event and what action the Company or
the Guarantor is taking or proposes to take with respect thereto. 


        (b)   So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.05 shall be accompanied by a written statement of the Company's independent public accountants that in making the examination necessary for certification of such
financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Articles 4 or 5 of this Indenture (to the extent such
provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 


        (c)   Each
of the Company and the Guarantor shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, forthwith upon any Officer of the Company's
or the Guarantor's becoming aware of any Default or Event of Default under this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or the
Guarantor is taking or proposes to take with respect thereto. 


        Section 4.07. Payment of Additional Interest.    Unless otherwise provided pursuant to Section 2.06, the provisions of this
Section 4.07 shall be applicable to Bearer Securities of any series. 


        The
Company and the Guarantor agree to pay, subject to the exceptions and limitations set forth below, as additional interest to the Holder of any Bearer Security or Coupon that is a
United States 


41







 



Alien
such amounts as may be necessary so that every net payment on such Bearer Security or Coupon, after deduction or withholding for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in
such Bearer Security or Coupon to be then due and payable. However, the Company and the Guarantor will not be required to make any such payment of additional interest for or on account of: 


        (a)   any
tax, fee, assessment or other governmental charge that would not have been imposed but for (i) the existence of any present or former connection between such
Holder (or between a fiduciary, settlor or beneficiary of, or a Person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United States, including such Holder (or such fiduciary, settlor, beneficiary, Person holding a power, member or shareholder) being or having been a
citizen or resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein or (ii) such Holder's past or
present status for United States Federal income tax purposes as a personal holding company, foreign personal holding company or private foundation or other tax-exempt organization with
respect to the United States or as a corporation that accumulates earnings to avoid United States Federal income tax; 



        (b)   any
estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge; 


        (c)   any
tax, fee, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of a Bearer Security or Coupon for payment
more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later; 


        (d)   any
tax, fee, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Bearer Security or Coupon; 



        (e)   any
tax, fee, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, documentation,
information or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Bearer Security or Coupon if,
without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental
charge; or 


        (f)    any
tax, fee, assessment or other governmental charge imposed on a Holder that actually or constructively owns ten percent or more of the combined voting power of all
classes of stock of the Company or that is a controlled foreign corporation related to the Company through stock ownership; nor shall additional interest be paid with respect to a payment on a Bearer
Security or Coupon to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settler with respect to such fiduciary or a
member of such partnership or a beneficial owner would not have been entitled to the additional interest had such beneficiary, settlor, member or beneficial owner been the Holder of such Bearer
Security or Coupon. 


        Whenever
in this Indenture there is mentioned, in any context, the payment of the principal of, or premium, if any, or interest on, any Debt Security or payment with respect to any
Coupon of any series, such mention shall be deemed to include mention of the payment of additional interest provided for in the terms of such Debt Securities and this Section 4.07 to the extent
that, in such context, additional interest is, was or would be payable in respect thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of additional
interest (if applicable) in any provisions hereof shall not be construed as excluding additional interest in those provisions hereof where such express mention is not made. 


        If
the payment of additional interest becomes required in respect of the Debt Securities or Coupons of a series, at least ten days prior to the first interest payment date with respect
to which such 


42







 



additional
interest will be payable (or if the Debt Securities of that series will not bear interest prior to its Stated Maturity, the first day on which a payment of principal, and premium, if any,
is made and on which such additional interest will be payable), and at least ten days prior to each date of payment of principal, and premium, if any, or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and each paying agent with an Officers' Certificate that shall specify by country
the amount, if any, required to be withheld on such payments to Holders of Debt Securities or Coupons that are United States Aliens, and the Company will pay to the Trustee or such paying agent the
additional interest, if any, required by the terms of such Debt Securities and this Section 4.07. The Company covenants to indemnify the Trustee and any paying agent for, and to hold them
harmless against, any and all loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them
in reliance on any Officers' Certificate furnished pursuant to this Section 4.07. 


         Section 4.08. Further Instruments and Acts.    The Company will, upon request of the Trustee, execute and deliver such further
instruments and do
such further acts as may reasonably be necessary or proper to carry out more effectually the purposes of this Indenture. 


         Section 4.09. Corporate Existence.    The Company shall do or cause to be done all things necessary to preserve and keep in full
force and effect
its corporate existence and the corporate, partnership and other existence of each of its Subsidiaries and all rights (charter and statutory) and franchises of the Company and its Subsidiaries,
provided that the Company shall not be required to preserve the corporate existence of any Subsidiary of the Company or any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and the Restricted Subsidiaries and that the loss thereof would not have a material adverse effect on the
business, prospects, assets or financial condition of the Company and its Subsidiaries taken as a whole and would not have any material adverse effect on the payment and performance of the obligations
of the Company under the Debt Securities and this Indenture. 


         Section 4.10. Maintenance of Properties.    The Company shall cause all properties owned by the Company or any of its Subsidiaries or
used or
held for use in the conduct of its business or the business of any such Subsidiary to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any such Subsidiary and not disadvantageous in any material respect to the Holders. 


         Section 4.11. Payment of Taxes and Other Claims.    The Company will pay or discharge or cause to be paid or discharged, before the
same shall
become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or property of the Company or
any of its Subsidiaries, and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the property of the Company or any of its Subsidiaries;
provided that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings. 


         Section 4.12. Limitation On Sale/Leaseback Transactions.    None of the Company, the Guarantor or any other Restricted Subsidiary
will enter into
any Sale/Leaseback Transaction with any Person (other than the Company, the Guarantor or a Restricted Subsidiary) unless: 


        (a)   the
Company, the Guarantor or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with
respect to such Sale/ 


43







 



Leaseback
Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.13 without equally and ratably securing the Debt Securities pursuant to
such Section; or 


        (b)   within
a period commencing six months prior to the consummation of such Sale/Leaseback Transaction and ending six months after the consummation thereof, the Company, the
Guarantor or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company, the Guarantor and the Restricted Subsidiaries (including
amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the Net Proceeds of such
Sale/Leaseback Transaction and the Company or the Guarantor, as the case may be, shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount
not being so designated to be applied as set forth in clause (c) below); or 



        (c)   the
Company or the Guarantor, as the case may be, during the 12-month period after the effective date of such Sale/Leaseback Transaction, shall have applied
to the voluntary defeasance or retirement of Debt Securities or any Pari Passu Indebtedness an amount equal to the greater of the Net Proceeds of the sale or transfer of the property leased in such
Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company or the Guarantor, as the case may be, of such property at the time of entering into such
Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company or the Guarantor, as the case may be, as set forth in
clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company or the Guarantor, as the case may be,
within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company, the Guarantor or any Restricted Subsidiary during such
period. 


         Section 4.13. Limitation on Liens.    No provision of this Indenture or the Debt Securities shall in any way restrict or prevent the
Company, the
Guarantor or any Restricted Subsidiary from issuing, assuming, guaranteeing or otherwise incurring any indebtedness; provided, however, that neither the
Company, the Guarantor nor any other Restricted Subsidiary shall issue, assume or guarantee any Indebtedness for borrowed money secured by any Lien on any property or asset now owned or hereafter
acquired by the Company, the Guarantor or such Restricted Subsidiary without making effective provision whereby any and all Debt Securities then or thereafter outstanding will be secured by a Lien
equally and ratably with any and all other obligations thereby secured for so long as any such obligations shall be so secured. Notwithstanding the foregoing, the Company, the Guarantor or any
Restricted Subsidiary may, without so securing the Debt Securities, issue, assume or guarantee Indebtedness secured by the following Liens: 


        (a)   Liens
existing on the date of this Indenture or provided for under the terms of agreements existing on such date (including, without limitation, the Lien provided for
pursuant to Section 7.06); 


        (b)   Liens
on property securing (i) all or any portion of the cost of exploration, production, gathering, processing, marketing, drilling or development of such
property, (ii) all or any portion of the cost of acquiring, constructing, altering, improving or repairing any property or assets, real or personal, or improvements used or to be used in
connection with such property or (iii) Indebtedness incurred by the Company, the Guarantor or any Restricted Subsidiary to provide funds for the activities set forth in clauses (i) and
(ii) above; 


        (c)   Liens
securing Indebtedness owed by a Restricted Subsidiary to the Company, the Guarantor or to any other Restricted Subsidiary; 



        (d)   Liens
on property existing at the time of acquisition of such property by the Company, the Guarantor or a Subsidiary or Liens on the property of any Person existing at
the time such Person becomes a Restricted Subsidiary of the Company or is merged with the Company in compliance with Article X hereof and in either case not incurred as a result of (or in
connection with or in anticipation 


44







 



of)
the acquisition of such property or such Person becoming a Restricted Subsidiary of the Company or being merged with the Company, provided that such
Liens do not extend to or cover any property or assets of the Company, the Guarantor or any of its Restricted Subsidiaries other than the property so acquired; 


        (e)   Liens
on any property securing (i) Indebtedness incurred in connection with the construction, installation or financing of pollution control or abatement
facilities or other forms of industrial revenue bond financing, (ii) Indebtedness issued or guaranteed by the United States or any State thereof or any department, agency or instrumentality of
either or (iii) Indebtedness issued or guaranteed by (Y) a foreign government, any state or any department, agency or instrumentality of either or (Z) an international finance
agency or any division or department thereof, including the World Bank, the International Finance Corp. and the Multilateral Investment Guarantee Agency; 



        (f)    any
Lien extending, renewing or replacing (or successive extensions, renewals or replacements of) any Lien of any type permitted under clauses (a) through
(e) above, provided that such Lien extends to or covers only the property that is subject to the Lien being extended, renewed or replaced; 


        (g)   any
Ordinary Course Lien arising, but only so long as continuing, in the ordinary course of business of the Company, the Guarantor and the Restricted Subsidiaries; 



        (h)   any
Lien resulting from the deposit of monies or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Company, the Guarantor or any
Subsidiary; or 


        (i)    Liens
(exclusive of any Lien of any type otherwise permitted under clauses (a) through (h) above) securing Indebtedness of the Company, the Guarantor or
any Restricted Subsidiary in an aggregate principal amount which, together with the aggregate amount of Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback Transactions
entered into pursuant to clause (a) of Section 4.12 (exclusive of any such Sale/Leaseback Transactions otherwise permitted under clauses (a) through (h) above), does not at
the time such Indebtedness is incurred exceed 10% of the Consolidated Net Tangible Assets of the Company, the Guarantor and its Restricted Subsidiaries (as derived from the most recent audited
consolidated balance sheet of the Company and its Subsidiaries). 


        Notwithstanding
the foregoing, nothing in this Section 4.13 shall be deemed to prohibit or otherwise limit the following types of transactions: 



	(1)
	the
sale, granting of Liens with respect to, or other transfer of, crude oil, natural gas or other petroleum hydrocarbons in place for a period of time
until, or in an amount such that, the transferee will realize therefrom a specified amount (however determined) of money or of such crude oil, natural gas or other petroleum hydrocarbons;



	(2)
	the
sale or other transfer of any other interest in property of the character commonly referred to as a production payment, overriding royalty, forward sale
or similar interest;



	(3)
	the
entering into of Hedging Obligations although Liens securing any Indebtedness for borrowed money that is the subject of any Hedging Obligations shall
not be permitted hereby unless permitted under clauses (a) through (i) above; or



	(4)
	the
granting of Liens required by any contract or statute in order to permit the Company, the Guarantor or any Restricted Subsidiary to perform any contract
or subcontract made by it with or at the request of the United States or any State thereof or any department, agency or instrumentality of either, or to secure partial, progress, advance or other
payments to the Company, the Guarantor or any Restricted Subsidiary by such governmental unit pursuant to the provisions of any contract or statute. 



45







 




 ARTICLE V

HOLDERS' LISTS AND REPORTS

BY THE TRUSTEE  


        Section 5.01. Company and Guarantor to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information.    The
Company and the Guarantor covenant and agree that they will furnish or cause to be furnished to the Trustee with respect to the Registered Securities of each series: 


        (a)   not
more than 15 days after each record date with respect to the payment of interest, if any, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Registered Holders as of such record date, and 



        (b)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor of any such request, a list of similar
form and contents as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee
shall be the Registrar, such lists shall not be required to be furnished. 


        The
Company and the Guarantor shall also be required to furnish to the Trustee at all such times set forth above all information in the possession or control of the Company or the
Guarantor or any of its paying agents other than the Trustee as to the names and addresses of the Bearer Holders of all series; provided, however, that
the Company and the Guarantor shall have no obligation to investigate any matter relating to any Bearer Holders. 


        The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (i) contained in the most recent list
furnished to it as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so acting) hereunder. 



        The
Trustee may destroy any list furnished to it as provided in this Section 5.01 upon receipt of a new list so furnished. 


         Section 5.02. Communications to Holders.    Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
with respect
to their rights under this Indenture or the Debt Securities. The Company, the Guarantor, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA. 


         Section 5.03. Reports by Trustee.    Within 60 days after each January 31, beginning with the first January 31
following the first issuance of Debt Securities pursuant to Section 2.06, and in any event on or before April 1 in each year, the Trustee shall mail to Holders a brief report dated as of
such January 31 that complies with TIA Section 313 (a); provided, however, that if no event described in TIA Section 313
(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted. The Trustee also shall comply with TIA Section 313 (b). 


        Reports
pursuant to this Section 5.03 shall be transmitted by mail: 


        (a)   to
all Registered Holders, as the names and addresses of such Holders appear in the Debt Security Register; 



        (b)   to
such Bearer Holders of any series as have, within two years preceding such transmission, filed their names and addresses with the Trustee for such series for that
purpose; and 


        (c)   except
in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a Debt Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 5.01. 


        A
copy of each report at the time of its mailing to Holders shall be filed with the Securities and Exchange Commission and each stock exchange (if any) on which the Debt Securities of
any series are 


46







 



listed.
The Company agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on any stock exchange and of any delisting thereof. 


         Section 5.04. Record Dates for Action by Holders.    If the Company or the Guarantor shall solicit from the holders of Debt
Securities of any
series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Company or the Guarantor may, at its
option, by resolution of the Board of Directors, fix in advance a record date for the determination of Holders of Debt Securities entitled to take such action, but the Company or the Guarantor shall
have no obligation to do so. Any such record date shall be fixed at the Company's or the Guarantor's discretion. If such a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether
Holders of the requisite proportion of Debt Securities of such series Outstanding have
authorized or agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record date. 


 ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT  


         Section 6.01. Events of Default.    If any one or more of the following shall have occurred and be continuing with respect to Debt
Securities of
any series (each of the following, an "Event of Default"): 


        (a)   default
in the payment of any installment of interest upon any Debt Securities of that series or any payment with respect to the related Coupons, if any, as and when the
same shall become due and payable, and continuance of such default for a period of 30 days; or 


        (b)   default
in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due and payable, whether at
maturity, upon redemption, by declaration, upon required repurchase or otherwise; or 



        (c)   if
applicable, failure by the Company to deliver the required securities or other rights upon an appropriate conversion or exchange election by Holders of the Debt
Securities; or 


        (d)   default
in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become due and payable; or 


        (e)   failure
on the part of the Company or the Guarantor duly to observe or perform any other of the covenants or agreements on the part of the Company or the Guarantor in
the Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any
supplemental Indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of
60 days after the date on which written notice specifying such failure and requiring the Company and the Guarantor to remedy the same shall have been given, by registered or certified mail, to
the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the
time Outstanding; or 


        (f)    any
default shall occur which results in the acceleration of the maturity of any Indebtedness of the Company, the Guarantor or any Restricted Subsidiary (other than the
series of Debt Securities) having an outstanding principal amount of $5 million or more individually or, taken together with all other such Indebtedness that has been so accelerated, in the
aggregate; or any default shall occur in the payment of any principal or interest in respect of any Indebtedness of the Company, the Guarantor or any Restricted Subsidiary (other than the series of
Debt Securities) having an outstanding principal amount of $5 million or more individually or, taken together with all other such Indebtedness with respect to which any such payment has not
been made in the aggregate and such default shall be continuing for a period of 30 days without the Company, the Guarantor or such Restricted Subsidiary, as the case may be, effecting a cure of
such default; 


47







 

        (g)   failure
by the Company, the Guarantor or any Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of $20 million, which
judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; 



        (h)   the
Company, the Guarantor or any Restricted Subsidiary pursuant to or within the meaning of any Bankruptcy Law,  




	(i)
	commences
a voluntary case,



	(ii)
	consents
to the entry of an order for relief against it in an involuntary case,



	(iii)
	consents
to the appointment of a Custodian of it or for all or substantially all of its property; or



	(iv)
	makes
a general assignment for the benefit of its creditors; 





        (i)    a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 




	(i)
	is
for relief against the Company, the Guarantor or any Restricted Subsidiary as debtor in an involuntary case and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days,



	(ii)
	appoints
a Custodian of the Company, the Guarantor or any Restricted Subsidiary or a Custodian for all or substantially all of the property of the Company,
the Guarantor or any Restricted Subsidiary, or



	(iii)
	orders
the liquidation of the Company, the Guarantor or any Restricted Subsidiary, and the order or decree shall remain unstayed and in effect for a
period of 60 consecutive days; or 





        (j)    any
other Event of Default provided with respect to Debt Securities of that series; 


then
and in each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g), or (j) with respect to Debt Securities of that series at the time
Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company and the Guarantor (and to the Trustee if given by
Holders), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities or Coupons appertaining thereto of that series contained to the contrary notwithstanding. If an Event of Default described in clause (h) or
(i) occurs, then and in each and every such case, unless the principal of and interest on all the Debt Securities shall have become due and payable, the principal of (or, if any Debt Securities
are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms thereto) and interest on all the Debt Securities then Outstanding hereunder shall  ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders, anything in this
Indenture or in the Debt Securities contained to the contrary notwithstanding. 


        The
Holders of a majority in aggregate principal amount of the Debt Securities of a particular series by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree already rendered and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken. 


48







 

         Section 6.02. Collection of Indebtedness by Trustee, Etc.    If an Event of Default occurs and is continuing, the Trustee, in its own
name and as
trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid or enforce the performance of
any provision of the Debt Securities of the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final
decree against the Company or the Guarantor or any other obligor upon the Debt Securities, and the Coupons, if any, appertaining thereto, of such series (and collect in the manner provided by law out
of the property of the Company or the Guarantor or any other obligor upon the Debt Securities and Coupons of such series wherever situated the monies adjudged or decreed to be payable). 



        In
case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or the Guarantor or any other obligor upon the Debt Securities and Coupons, if any,
of any series under Title 11 of the United States Code or any other Federal or State bankruptcy, insolvency or similar law, or in case a receiver, trustee or other similar official shall have been
appointed for its property, or in case of any other similar judicial proceedings relative to the Company or the Guarantor or any other obligor upon the Debt Securities of any series, its creditors or
its property, the Trustee, irrespective of whether the principal of Debt Securities and Coupons, if any, of any series shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities of such series are Original Issue Discount Debt Securities,
such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities and Coupons of such series, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities Incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Holders thereof allowed in any such judicial
proceedings relative to the Company or the Guarantor, or any other obligor upon the Debt Securities and Coupons of such series, its creditors or its property, and to collect and receive any monies or
other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustee on their behalf, and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by
each of such Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities Incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith. 


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        All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities and the Coupons, if any, appertaining thereto, of any series, may be enforced by
the Trustee without the possession of any such Debt Securities or Coupons, or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be
for the ratable benefit of the Holders of all the Debt Securities or Coupons in respect of which such action was taken. 



        In
case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law. 


         Section 6.03. Application of Monies Collected by Trustee.    Any monies or other property collected by the Trustee pursuant to
Section 6.02 with respect to Debt Securities and Coupons, if any, of any series shall be applied, in the order following, at the date or dates fixed by the Trustee for the distribution of such
monies or other property, upon presentation of the several Debt Securities or Coupons of such series in respect of which monies or other property have been collected, and the notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid: 


        FIRST:
To the payment of all money due the Trustee pursuant to Section 7.06; 


        SECOND:
In case the principal of the Outstanding Debt Securities in respect of which such monies have been collected shall not have become due, to the payment of interest on the Debt
Securities or
Coupons of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities or Coupons of such series, such payments to be made
ratably to the Persons entitled thereto, without discrimination or preference; 


        THIRD:
In case the principal of the Outstanding Debt Securities in respect of which such monies have been collected shall have become due, by declaration or otherwise, to the payment of
the whole amount then owing and unpaid upon the Debt Securities or Coupons of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any,
and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities)
borne by the Debt Securities or Coupons of such series; and, in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities and Coupons of such
series, then to the payment of such principal and premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of interest, or of any Debt Security or Coupon of such series over any Debt Security or Coupon of such series, ratably to
the aggregate of such principal and premium, if any, and interest; and 


        FOURTH:
The remainder, if any, shall be paid to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct. 


        The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.03. At least 15 days before such record date, the Company shall
mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


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         Section 6.04. Limitation on Suits by Holders.    No Holder of any Debt Security or Coupon of any series shall have any right by
virtue or by
availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, the Guarantees,
the Debt Securities of any series or any Coupons appertaining thereto, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of
Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be Incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every
Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in equity. 


        Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and
(subject to Section 2.15) interest on, such Debt Security or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 


         Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default.    All powers and remedies given
by this
Article VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the
Trustee or of any Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of
any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 


         Section 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default.    The
Holders of a
majority in aggregate principal amount of the Debt Securities of any series at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible officer or officers determine that the action so directed would involve it in personal liability or would be unjustly prejudicial to Holders of Debt Securities of such
series not taking part in such direction; and provided, further,  


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 however, that nothing in this Indenture contained shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such
direction by such Holders. Prior to the acceleration of the maturity of the Debt Securities of any series, as provided in Section 6.01, the Holders of a majority in aggregate principal amount
of the Debt Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt Securities and any related Coupons of that series waive any past Default or Event of Default
and its consequences for that series specified in the terms thereof as contemplated by Section 2.06, except a Default in the payment of the principal of, and premium, if any, or interest on,
any of the Debt Securities or in the payment of any related Coupon and a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the Company,
the Guarantor, the Trustee and the Holders of the Debt Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 



        Section 6.07. Trustee to Give Notice of Defaults Known to It, But May Withhold Such Notice in Certain Circumstances.    The Trustee
shall, within
90 days after the occurrence of a Default known to it with respect to a series of Debt Securities or Coupons, if any, give to the Holders thereof, in the manner provided in
Section 13.03, notice of all Defaults with respect to such series known to the Trustee, unless such Defaults shall have been cured or waived before the giving of such notice;  provided, that, except
in the case of Default in the payment of the principal of, or premium, if any, or interest on, any of the Debt Securities or
Coupons of such series or in the making of any sinking fund payment with respect to the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the
Holders thereof. 


         Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits Under the Indenture or Against the Trustee.    All parties
to this
Indenture agree, and each Holder of any Debt Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit in the manner and to the extent provided in the TIA, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.08 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Debt
Securities of that series or to any suit instituted by any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt Security or Coupon on or after
the due date for such payment expressed in such Debt Security or Coupon. 


 ARTICLE VII

CONCERNING THE TRUSTEE  


         Section 7.01. Certain Duties and Responsibilities.    The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving
of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill 


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in
their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 


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


        (a)   this
subsection shall not be construed to limit the effect of the first paragraph of this Section 7.01; 


        (b)   prior
to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all Events of Default with respect to
such series which may have occurred: 



          (i)  the
duties and obligations of the Trustee with respect to Debt Securities and Coupons, if any, of any series shall be determined solely by the express provisions of
this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no
implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee; and 


         (ii)  in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture; but the Trustee shall examine the evidence furnished to it pursuant to Sections 4.05 and 4.06 to determine whether or not such evidence conforms to the requirement of this Indenture; 


        (iii)  the
Trustee shall not be liable for an error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and 


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




        None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any Personal financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 



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


         Section 7.02. Certain Rights of Trustee.    Except as otherwise provided in Section 7.01: 


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


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        (b)   any
request, direction, order or demand of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Order or Guarantor Order, as the
case may be (in each case, unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be; 


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


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


        (e)   the
Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture; 


        (f)    prior
to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval or other paper or document,
unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series affected by such matter;  provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is not, in the opinion of the Trustee, reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such investigation shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; 


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


        (h)   if
any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of
discharging tax Liens or other prior Liens or encumbrances thereon. 



 Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities.  




        The
recitals contained herein, in the Debt Securities (except the Trustee's certificate of authentication) and in any Coupons shall be taken as the statements of the Company and the
Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities
or Coupons, if any, of any series, or the Guarantees, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Debt Securities and perform
its obligations hereunder, and that the statements made by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and
accurate. The Trustee 


54







 

shall
not be accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof. 


         Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities.    The Trustee or any paying agent or Registrar, in its
individual or
any other capacity, may become the owner or pledgee of Debt Securities or Coupons and subject to the provisions of the TIA relating to conflicts of interest and preferential claims may otherwise deal
with the Company and the Guarantor with the same rights it would have if it were not Trustee, paying agent or Registrar. 



        Section 7.05. Monies Received By Trustee to Be Held in Trust.    Subject to the provisions of Section 11.05, all monies received
by the
Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but 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 monies received by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such
monies shall be paid from time to time to the Company upon a Company Order. 



        Section 7.06. Compensation and Reimbursement.    Each of the Company and the Guarantor, jointly and severally, covenants and agrees to
pay in
Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Company or the Guarantor will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence
or bad faith. Each of the Company and the Guarantor, jointly and severally, also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense
Incurred without negligence, willful misconduct or bad faith on the part of the Trustee,
arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability
in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company and the Guarantor under this Section 7.06 to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company, the Guarantor and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and
funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities and Coupons. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any bankruptcy, insolvency, reorganization or other similar law. 


         Section 7.07. Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed.    Except as
otherwise
provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate or, if such matter pertaining to the Guarantor, a Guarantor's Officers' Certificate, delivered to
the Trustee and such certificate, in the absence of negligence or bad faith on the part of 


55







 



the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 



        Section 7.08. Separate Trustee; Replacement of Trustee.    The Company may, but need not, appoint a separate Trustee for any one or
more series
of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt Securities at any time by giving notice to the Company and the Guarantor. The Holders of a majority in
principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee. The Company
shall remove the Trustee if: 



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


        (b)   the
Trustee is adjudged bankrupt or insolvent; 


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


        (d)   the
Trustee otherwise becomes incapable of acting. 


        If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Guarantor. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 7.06. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee or the Holders of 25% in
principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities of such series. 


        If
the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee for the Debt Securities of such series. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.06 shall continue for the benefit of the retiring
Trustee. 


        In
the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, the Guarantor, any retiring Trustee
and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an Indenture supplemental hereto (i) which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any
such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees
co-trustees of the same trust and that each such 


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separate,
retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. 


         Section 7.09. Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all
its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the
successor Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Debt
Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Debt Securities
so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have. 


         Section 7.10. Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of Section 310(a) of the
TIA. The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. No obligor upon the Debt Securities or Coupons, if any,
of a particular series or Person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee upon the Debt Securities and Coupons of such series.
The Trustee shall comply with Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the TIA this Indenture or any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 



        Section 7.11. Preferential Collection of Claims against Company.    The Trustee shall comply with Section 311(a) of the TIA,
excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein. 


         Section 7.12. Compliance with Tax Laws.    The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting
and
withholding requirements applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Security Registrar, paying agent or otherwise
with respect to the Debt Securities. 


 ARTICLE VIII

CONCERNING THE HOLDERS  


         Section 8.01. Evidence of Action by Holders.    Whenever in this Indenture it is provided that the Holders of a specified percentage
in aggregate
principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in writing, by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance
with the provisions of Section 5.02 or by a combination of such instrument or instruments and any such record of such a meeting of Holders. 


         Section 8.02. Proof of Execution of Instruments and of Holding of Debt Securities.    Subject to the provisions of Sections 7.01,
 7.02 and
13.11, proof of the execution of any instrument by a Holder or his 


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agent
or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. 


        The
ownership of Registered Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. 


        The
ownership of Bearer Securities shall be proved by production of such Bearer Securities or by a certificate executed by any bank or trust company, which certificate shall be dated and
shall state on the date thereof a Bearer Security bearing a specified identifying number or other mark was deposited with or exhibited to the Person executing such certificate by the Person named in
such certificate, or by any other proof of possession reasonably satisfactory to the Trustee. The holding by the Person named in any such certificate of any Bearer Security specified therein shall be
presumed to continue for a period of one year unless at the time of determination of such holding (a) another certificate bearing a later date issued in respect of the same Bearer Security
shall be produced, (b) such Bearer Security shall be produced by some other Person, (c) such Bearer Security shall have been registered on the Debt Security Register, if, pursuant to
Section 2.06, such Bearer Security can be so registered, or (d) such Bearer Security shall have been canceled or paid. 


        The
Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary. 


         Section 8.03. Who May Be Deemed Owner of Debt Securities.    Prior to due presentment for registration of transfer of any Registered
Security,
the Company, the Guarantor, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Registered Security shall be registered upon the books of the Company as the
absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.06) interest on such Registered Security and for all other purposes, and none of the
Company, the Guarantor, nor the Trustee nor any paying agent nor any Registrar shall be affected by any notice to the contrary; and all such payments so made to any such Holder for the time being, or
upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Registered Security. 



        The
Company, the Guarantor, the Trustee and any paying agent may deem and treat the Holder of any Bearer Security or Coupon as the absolute owner of such Bearer Security or Coupon
(whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of
and premium, if any, and (subject to Section 2.06) interest on such Bearer Security or Coupon and for all other purposes, and none of the Company, the Guarantor, nor the Trustee nor any paying
agent shall be affected by any notice to the contrary; and all such payments so made to any such Holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for monies payable upon any such Bearer Security or Coupon. 



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


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          Section 8.04. Instruments Executed by Holders Bind Future Holders.    At any time prior to (but not after) the evidencing to the
 Trustee, as
provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in
connection with such action and subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its corporate trust office and upon proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of
such Debt Security and all past, present and future Holders of Coupons, if any, appertaining thereto, and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such Debt Security or such other Debt Securities or Coupons. Any action taken by the Holders of the percentage in aggregate
principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Guarantor, the Trustee and the
Holders of all the Debt Securities and Coupons of such series. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Registered Securities entitled to give their consent or take any other
action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders of Registered Securities after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall have been received within such
120-day period. 


 ARTICLE IX

SUPPLEMENTAL INDENTURES  


         Section 9.01. Purposes for Which Supplemental Indenture may be Entered into without Consent of Holders.    The Company (when
authorized by or
pursuant to a Board Resolution), the Guarantor (when authorized by or pursuant to a Board Resolution), and the Trustee may from time to time and at any time, without the consent of Holders, enter into
an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes: 


        (a)   to
evidence the succession pursuant to Article X of another Person to the Company or the Guarantor, or successive successions, and the assumption by the Successor
Company (as defined in Section 10.01) of the covenants, agreements and obligations of the Company or the Guarantor in this Indenture and in the Debt Securities or the Guarantees; 


        (b)   to
surrender any right or power herein conferred upon the Company or the Guarantor, to add to the covenants of the Company or the Guarantor such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the
benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors of the Company or the
Guarantor, as the case may be, shall consider to be for the protection of the Holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture;  provided,
that in respect of any such additional covenant, 


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restriction,
condition or provision such supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other
Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default or may limit the right of the Holders of a majority in
aggregate principal amount of any or all series of Debt Securities to waive such default; 


        (c)   to
cure any ambiguity or omission or to correct or supplement any provision contained herein, in any supplemental Indenture or in any Debt Securities of any series that
may be defective or inconsistent with any other provision contained herein, in any supplemental Indenture or in the Debt Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Debt
Securities of any series; 


        (d)   to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Indenture supplemental hereto under the TIA as then in effect,
except that nothing herein contained shall permit or authorize the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the TIA; 



        (e)   to
add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registerable as to principal, to change or eliminate any
restrictions on the payment of principal of, or premium, if any, on, Registered Securities or of principal of, or premium, if any, or interest on, Bearer Securities or to permit Registered Securities
to be exchanged for Bearer Securities or permit or facilitate the issuance of Debt Securities of any series in uncertificated form; provided, that any
such action shall not adversely affect the interests of the Holders of Debt Securities or any Coupons of any series in any material respect; 


        (f)    to
comply with Article X; 


        (g)   to
add Guarantees with respect to any or all of the Debt Securities or to secure any or all of the Debt Securities or the Guarantees; 


        (h)   to
make provisions with respect to conversion or exchange rights of Holders of Debt Securities of any series; 


        (i)    to
make any change that does not adversely affect the rights of any Holder; 


        (j)    to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall neither apply to any Debt Security of any series created
prior to the execution of such supplemental Indenture and entitled to the benefit of such provision nor modify the rights of the Holder of any such Debt Security with respect to such provision or
shall become effective only when there is no such Debt Security Outstanding; 


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



        (l)    to
establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.01 and 2.06; and 


        (m)  to
provide for uncertificated Debt Securities in addition to or in place of certificated Debt Securities (provided that the uncertificated Debt Securities are issued in
registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Debt Securities are described in
Section 163(f)(2)(B) of the Internal Revenue Code of 1986, as amended). 


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        The
Trustee is hereby authorized to join with the Company and the Guarantor in the execution of any such supplemental Indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 



        Any
supplemental Indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantor and the Trustee without the consent of the Holders of
any of the Debt Securities or Coupons, if any, appertaining thereto at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 


        After
an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 



        Section 9.02. Modification of Indenture with Consent of Holders of Debt Securities.    Without notice to any Holder but with the
consent
(evidenced as provided in Section 8.01) of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental Indenture, the Company, (when authorized by or pursuant to a Board Resolution)
, the Guarantor (when authorized by or pursuant to a Board Resolution), and the Trustee may from time to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that
no such supplemental Indenture, without the consent of the Holders of each Debt Security so affected, shall reduce the percentage in principal amount of Debt Securities of any series whose Holders
must consent to an amendment; reduce the rate of or extend the time for payment of interest on any Debt Security or Coupon or reduce the amount of any payment to be made with respect to any Coupon;
reduce the principal of or extend the Stated Maturity of any Debt Security; reduce the premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or
shall be redeemed in accordance with Article III; change the duration of the maximum consecutive period, if any, that payments of interest on such Debt Securities may be deferred, if
applicable; make any Debt Security or Coupon payable in Currency other than that stated in the Debt Security; release any security that may have been granted in respect of the Debt Securities; make
any change in Section 6.06 or this Section 9.02; change any obligation of the Company to pay additional interest pursuant to Section 4.07; make any change that adversely affects
the right to convert or exchange any Debt Security into or for Common Stock or other securities, cash or property in accordance with its terms; or limit the obligation of the Company to maintain a
paying agency outside the United States for payment on Bearer Securities as provided in Section 4.02 or limit the obligation of the Company to redeem a Bearer Security as provided in
Section 3.02(b). 


        A
supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly included solely for the benefit of one or more particular
series of Debt Securities and Coupons, if any, or which modifies the rights of the Holders of Debt Securities and Coupons 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 Debt Securities and Coupons, if any, of any other series. 


        Upon
the request of the Company and the Guarantor, accompanied by a copy of a resolution of the Board of Directors of the Company and the Guarantor authorizing the execution of any such 


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supplemental
Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such
supplemental Indenture unless such supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to enter into such supplemental Indenture. 



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


        After
an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 



        Section 9.03. Effect of Supplemental Indentures.    Upon the execution of any supplemental Indenture pursuant to the provisions of
this
Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company, the Guarantor and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental Indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 



        The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental
Indenture complies with the provisions of this Article IX. 


         Section 9.04. Debt Securities May Bear Notation of Changes By Supplemental Indentures.    Debt Securities and Coupons, if any, of any
series
authenticated and delivered after the execution of any supplemental Indenture pursuant to the provisions of this Article IX 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. New Debt Securities and Coupons of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such supplemental Indenture may be prepared and executed by the Company with Guarantees endorsed thereon, authenticated by
the Trustee and delivered in exchange for the Debt Securities and Coupons of such series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security or Coupon of such
series shall not affect the validity of such amendment. 


 ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE  


         Section 10.01. Consolidations and Mergers of the Company.    The Company shall not consolidate with or merge with or into any Person,
or convey,
transfer or lease all or substantially all its assets, unless: (a) either (i) the Company shall be the continuing Person in the case of a merger or (ii) the resulting, surviving
or transferee Person if other than the Company (the "Successor Company") shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of
Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the
Company under the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company 


62







 

waives
any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to
redeem if the consolidation, merger, conveyance, transfer or lease had not occurred; and (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) complies with this Indenture. 


         Section 10.02. Consolidations and Mergers of the Guarantor.    The Guarantor shall not consolidate with or merge with or into any
Person, or
convey, transfer or lease all or substantially all its assets, unless: (a) either (i) the Guarantor shall be the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Guarantor shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the
successor company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Guarantor under
the Guarantees according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the successor
company as a result of such transaction as having been incurred by the successor company at the time of such transaction), no Default or Event of Default would occur or be continuing; (c) the
successor company waives any right to redeem any Bearer Security under circumstances in which the successor company would be entitled to redeem such Bearer Security but the Guarantor would not have
been so entitled to redeem if the consolidation, merger, conveyance, transfer or lease had not occurred; and (d) the Guarantor shall have delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) complies with this Indenture. 


         Section 10.03. Rights and Duties of Successor Company.    In case of any consolidation or merger, or
conveyance or transfer of the assets of the Company or the Guarantor as an entirety or substantially as an entirety in accordance with Section 10.01 or Section 10.02, the successor
company shall succeed to and be substituted for the Company or the Guarantor, as the case may be, with the same effect as if it had been named herein as the party of the first part, and the
predecessor corporation shall be relieved of any further obligation under the Indenture and the Securities. The successor company thereupon may cause to be signed, and may issue either in its own name
or in the name of the Company or the Guarantor, as the case may be, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of the successor company, instead of the Company or the Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Debt Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Debt Securities and Coupons, if any, appertaining thereto, which the successor company thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Debt Securities and Coupons, if any, appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt
Securities and Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities and Coupons had been issued at
the date of the execution hereof. 


        In
case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities and Coupons, if any,
appertaining thereto thereafter to be issued as may be appropriate. 


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 Section 10.04. Assumption by the Guarantor of the Company's Obligations.  





        (a)   The
Guarantor may, at its option, assume the obligations of the Company as obligor under any series of Debt Securities and this Indenture;  provided that: 




          (i)  the
Guarantor expressly assumes in an assumption agreement or supplemental Indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and Interest on such Debt Securities and the performance or observance of every covenant of this Indenture on the part of the Company
to be
performed or observed, and which agreement or supplemental Indenture shall provide for conversion or exchange rights in accordance with the provisions of the Debt Securities of the applicable series; 



         (ii)  immediately
after giving effect to such assumption, no Event of Default and no event, which after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and 


        (iii)  the
Guarantor shall have delivered to the Trustee an Officers' Certificate stating that such assumption and such assumption agreement or supplemental Indenture comply
with this Article and that all conditions precedent herein provided for relating to such assumption have been complied with. 





        (b)   Upon
any assumption pursuant to Section 10.04(a), the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under such Debt Securities and this Indenture with the same effect as if the Guarantor had been named as the Company herein, and the Company shall be released from its liability as obligor upon the
Debt Securities and any Coupons and under this Indenture. 


 ARTICLE XI

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONIES  


         Section 11.01. Applicability of Article.    If, pursuant to Section 2.06, provision is made for the defeasance of Debt
Securities of a
series and if the Debt Securities of such series are Registered Securities and denominated and payable only in Dollars (except as provided pursuant to Section 2.06), then the provisions of this
Article XI relating to defeasance of Debt Securities shall be applicable except as otherwise specified pursuant to Section 2.06 for Debt Securities of such series. Defeasance provisions,
if any, for Debt Securities denominated in a Foreign Currency or for Bearer Securities may be specified pursuant to Section 2.06. 



 Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.  




        (a)   If
at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than
Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, any Debt Securities and Coupons of
such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.12 and Debt Securities and Coupons for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or all Debt Securities and the Coupons, if any, of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee as trust funds the entire amount in the Currency in which such Debt
Securities are denominated (except as 


64







 

otherwise
provided pursuant to Section 2.06) sufficient to pay at maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the case may be, and if in either case the Company or the Guarantor shall
also pay or cause to be paid all other sums payable hereunder by the Company and the Guarantor, then this Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities
and any right to receive additional interest as provided in Section 4.07) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company or the Guarantor
accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company or the Guarantor, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture. 


        (b)   Subject
to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with respect to Debt Securities of a particular series, all its obligations
under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series ("legal defeasance option") or the operation of Sections 6.01 (e), (f),
(g) and (j) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 



        If
the Company exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01 (e), (f),
(g) and (j) (except to the extent covenants or agreements referenced in such Sections remain applicable). 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 


        (c)   Notwithstanding
clauses (a) and (b) above, the Company's and the Guarantor's obligations in Sections 2.10, 2.12, 4.02, 4.04, 5.01, 7.06, 7.10,
11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's and the Guarantor's obligations in Sections 7.06, 11.05
and 11.06 shall survive. 


         Section 11.03. Conditions of Defeasance.    The Company may exercise its legal defeasance option or its covenant defeasance option
with respect
to Debt Securities of a particular series only if: 


        (a)   the
Company or the Guarantor irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any,
and interest on, the Debt Securities of such series to maturity or redemption, as the case may be; 


        (b)   the
Company or the Guarantor delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in
such amounts as will be sufficient to pay the principal, premium and interest when due on all the Debt Securities of such series to maturity or redemption, as the case may be; 


        (c)   123 days
pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(h) or (i) with respect to the
Company or the Guarantor occurs which is continuing at the end of the period; 


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        (d)   no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; 


        (e)   the
deposit does not constitute a default under any other agreement binding on the Company or the Guarantor; 


        (f)    the
Company and the Guarantor delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified
as, a regulated investment company under the Investment Company Act of 1940; 



        (g)   in
the event of the legal defeasance option, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that the Company or the
Guarantor has received from the Internal Revenue Service a ruling, or since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case of the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Debt Securities of such series 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, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 



        (h)   in
the event of the covenant defeasance option, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
Debt Securities of such series 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; and 


        (i)    the
Company and the Guarantor delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this Article XI have been complied with. 


        Before
or after a deposit, the Company and the Guarantor may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such series at a future date in
accordance with Article III. 


         Section 11.04. Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to
this Article XI. It shall apply the deposited money and the money from U.S. Government Obligations through any paying agent and in accordance with this Indenture to the payment of principal of,
and premium, if any, and interest on, the Debt Securities and Coupons, if any, of the defeased series. 


         Section 11.05. Repayment to Company.    The Trustee and any paying agent shall promptly turn over to the Company or the Guarantor, as
the case
may be, upon request any excess money or securities held by them at any time. Subject to any applicable abandoned property law, the Trustee and any paying agent shall pay to the Company or the
Guarantor, as the case may be, upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such
money must look to the Company or the Guarantor, as the case may be, for payment as general creditors. 


         Section 11.06. Indemnity for U.S. Government Obligations.    The Company and the Guarantor shall pay and shall indemnify the Trustee
and the
Holders against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 



        Section 11.07. Reinstatement.    If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in
accordance
with this Article XI by reason of any legal proceeding or 


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by
reason of any order or judgment of any court or government authority enjoining, restraining or otherwise prohibiting such application, the Company's and the Guarantor's obligations under this
Indenture and the Debt Securities and the related Guarantees of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XI until such time
as the Trustee or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI, provided,
however, that if the Company or the Guarantor makes any payment of principal of, any premium or Interest on or with respect to any such Debt Security or the related Guarantee
following reinstatement of its obligations, the Company or the Guarantor, as the case may be, shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from
the money so held in trust. 


 ARTICLE XII

GUARANTEES OF SECURITIES  



 Section 12.01. Unconditional Guarantees.  




        (a)   For
value received, the Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to each Holder of a Debt Security authenticated and delivered by
the Trustee, and to the Trustee, on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Debt Securities and all other amounts due and
payable under this Indenture and the Debt Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee
or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the "Indenture Obligations"), when and as such
principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according
to the terms of the Debt Securities and this Indenture. The guarantees by the Guarantor set forth in this Article XII are referred to herein as the "Guarantees." Without limiting the generality
of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company under this Indenture and the Debt Securities
but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. 


        (b)   Failing
payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, the Guarantor will be obligated to pay the same immediately to the
Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Guarantee hereunder is intended to be a general, unsecured,
senior obligation of the Guarantor and will rank pari passu in right of payment with all Indebtedness of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the
Guarantee of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Debt Securities, the Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the
Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities of any series or any other amounts payable
under this Indenture and the Debt Securities by the Company, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the
Trustee on behalf of the Holders or, subject to Section 6.04 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the
Guarantees without first proceeding against the Company. 


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        (c)   To
the fullest extent permitted by applicable law, the obligations of the Guarantor under this Article XII shall be as aforesaid full, irrevocable, unconditional
and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or the Guarantor contained in any of the Debt Securities or
this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, the Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or
exercise by the Company, the Guarantor or the Trustee of any rights or remedies under any of the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or
remedies, (iv) the assignment or the purported assignment of any property as security for any of the Debt Securities, including all or any part of the rights of the Company or the Guarantor
under this Indenture, (v) the extension of the time for payment by the Company or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and
provisions of any of the Debt Securities or this Indenture or of the time for performance by the Company or the Guarantor of any other obligations under or arising out of any such terms and provisions
or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or the Guarantor set forth
in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or the
Guarantor or any of their respective assets, or the disaffirmance of any of the Debt Securities, the Guarantees or this Indenture in any such proceeding, (viii) the release or discharge of the
Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of
any of the Debt Securities, the Guarantees or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the Guarantor, or
(xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Guarantor. 



        (d)   The
Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be
transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and
(iii) covenants that its Guarantee will not be discharged except by complete performance of the Guarantees. The Guarantor further agrees that if at any time all or any part of any payment
theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the
Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees
shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. 


        (e)   The
Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by the Guarantor pursuant to the
provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation with respect to any of the Debt Securities until all of the Debt Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. 


68







 

        (f)    A
director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. 



        (g)   No
failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this Article XII and the
Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any
other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in
this Article XII shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Debt Securities pursuant to Article VI or to pursue any rights
or remedies hereunder or under applicable law. 



 Section 12.02. Execution and Delivery of Notation of Guarantees.  




        To further evidence the Guarantees, the Guarantor hereby agrees that a notation of such Guarantees in the form set forth in
Section 2.05 shall be endorsed on each Debt Security authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an Officer of the Guarantor. 


        The
Guarantor hereby agrees that its Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Debt Security a notation relating to the Guarantee
thereof. 


        If
an Officer of a Guarantor whose signature is on this Indenture or a Debt Security no longer holds that office at the time the Trustee authenticates such Debt Security or at any time
thereafter, the Guarantor's Guarantee of such Debt Security shall be valid nevertheless. 


        The
delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the
Guarantor. 


 ARTICLE XIII

MISCELLANEOUS PROVISIONS  


        Section 13.01. Successors and Assigns of Company Bound by Indenture.    All the covenants, stipulations, promises and agreements in
this
Indenture contained by or in behalf of the Company, the Guarantor or the Trustee shall bind its respective successors and assigns, whether so expressed or not. 


         Section 13.02. Acts of Board, Committee or Officer of Successor Company Valid.    Any act or proceeding by any provision of this
Indenture
authorized or required to be done or performed by any board, committee or officer of the Company or the Guarantor, as applicable, shall and may be done and performed with like force and effect by the
like board, committee or officer of any successor company. 


         Section 13.03. Required Notices or Demands.    Any notice or communication by the Company, the Guarantor or the Trustee to the others
is duly
given if in writing and delivered in Person or mailed by registered or certified mail (return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the
other's address: 


        If
to the Company: 





Warren
Resources, Inc.

1114 Avenue of the Americas

34th Floor

New York, NY 10036

Attention: General Counsel 





69







 





        If
to the Guarantor: 





Warren
Resources of California, Inc.

100 Oceangate, Suite 950

Long Beach, CA 90802

Attention: President 






        If
to the Trustee: 





The
Bank of New York Mellon

Corporate Trust Office

[                        ]

[                        ]

Attention: Corporate Trust Administration 






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


        All
notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; on the first Business Day on or after being sent, if telecopied and the sender receives confirmation of successful transmission; and the
next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 



        Any
notice required or permitted to a Registered Holder pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being deposited postage prepaid in a post
office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313 of the TIA shall be
transmitted in compliance with subsection (c) therein. 


        Any
notice required or permitted to a Bearer Holder pursuant to this Indenture shall be deemed to be properly given if published on two separate business days in an Authorized Newspaper
or Newspapers in such Place or Places of Payment specified pursuant to Section 2.06, the first such publication to be not earlier than the earliest date and not later than two business days
prior to the latest date prescribed for the giving of such notice. Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt Securities regarding the determination of a periodic rate
of interest, if such notice is required pursuant to Section 2.06, shall be sufficiently given if given in the manner specified pursuant to Section 2.06. 


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


        In
the event of suspension of publication of any Authorized Newspaper or by reason of any other cause it shall be impracticable to give notice by publication, then such notification as
shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 


        Failure
to mail a notice or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not affect the sufficiency of such notice with
respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly given. 



        Section 13.04. Indenture and Debt Securities to be Construed in accordance with the Laws of the State of New York.    This Indenture,
each Debt
Security, each Coupon and the Guarantees shall be deemed to be New York contracts, and for all purposes shall be construed in accordance with the laws of said State (without reference to principles of
conflicts of law). 


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        Section 13.05. Officers' Certificate and Opinion of Counsel to be Furnished upon Application or Demand by the Company or Guarantor.    Upon any
application or demand by the Company or the Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or the Guarantor shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent 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 have been complied with, except that in the case of any such application or demand as to
which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be
furnished. 


        Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall
include (a) a statement that the Person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with. 


         Section 13.06. Payments Due on Legal Holidays.    In any case where the date of maturity of interest on or principal of and premium,
if any, on
the Debt Securities of a series or the date fixed for redemption or repayment of any Debt Security or the making of any sinking fund payment shall not be a business day at any Place of Payment for the
Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment need not be made on such date at such Place of Payment, but may be
made on the next succeeding business day at such Place of Payment with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for
the period after such date. If a record date is not a business day, the record date shall not be affected. 


         Section 13.07. Provisions Required by TIA to Control.    If and to the extent that any provision of this Indenture limits, qualifies
or conflicts
with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 318, inclusive, of the TIA, such required provision shall control. 



        Section 13.08. Computation of Interest on Debt Securities.    Interest, if any, on the Debt Securities shall be computed on the basis
of a
360-day year of twelve 30-day months, except as may otherwise be provided pursuant to Section 2.06. 


         Section 13.09. Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for
action by or a meeting of Holders. The Registrar and any paying agent may make reasonable rules for their functions. 



        Section 13.10. No Recourse Against Others.    An incorporator or any past, present or future director, officer, employee or
stockholder, as such,
of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor under the Debt Securities, the Coupons, the Guarantee or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Debt Security or Coupon, each Holder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Debt Securities and Coupons. 


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         Section 13.11. Severability.    In case any provision in this Indenture, the Debt Securities, the Coupons or the Guarantees 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 13.12. Effect of Headings.    The article and section headings herein and in the Table of Contents are for convenience only
and shall not
affect the construction hereof. 


         Section 13.13. Indenture May Be Executed in Counterparts.    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 and the same instrument. 


        The
Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the date first written above. 



					
	 	 	WARREN RESOURCES, INC.
	
 	
 	
By:	
 	

 
	 	 	 	 	





  
	 	 	Name:
 Title:
	

 	
 	
 WARREN RESOURCES OF CALIFORNIA, INC.
	

 	
 	
By:	
 	

 
	 	 	 	 	





  
	 	 	Name:
 Title:
	

 	
 	
 THE BANK OF NEW YORK MELLON, as Trustee
	

 	
 	
By:	
 	

 
	 	 	 	 	





  
	 	 	Name:
 Title:





72











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Exhibit 4.15