ex4-3.htm


     

    Exhibit
      4.3

     

    EXECUTION
      COPY

     

    
 

    


     

    CSX
      TRANSPORTATION, INC., AS ISSUER

     

    AND

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE

     

    _______________

     

    INDENTURE

     

    Dated
      as
      of December 13, 2007

     

    _______________

     

    Senior
      Securities

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Reconciliation
      and tie between

    Trust
      Indenture Act of 1939 (the “Trust Indenture Act”)

    and
      Indenture

     

    
      	
              Trust
                Indenture

            	 
	
              Act
                Section

            	
              Indenture
                Section

            
	
              Section
                310(a)(1)

            	
              608,
                612

            
	
              (a)(2)

            	
              608,
                612

            
	
              (b)

            	
              605,
                609

            
	
              Section
                312(a)

            	
              701,
                702

            
	
              (b)

            	
              702

            
	
              (c)

            	
              702

            
	
              Section
                313(a)

            	
              703

            
	
              (b)

            	
              703

            
	
              (c)

            	
              703,
                704

            
	
              (d)

            	
              703

            
	
              Section
                314(a)

            	
              704

            
	
              (c)(1)

            	
              102

            
	
              (c)(2)

            	
              102

            
	
              (e)

            	
              101,
                102, 103

            
	
              (f)

            	
              102

            
	
              Section
                315(a)

            	
              601

            
	
              (b)

            	
              603

            
	
              (c)

            	
              601

            
	
              (d)

            	
              601

            
	
              (e)

            	
              515,
                609

            
	
              Section
                316(a) (last sentence)

            	
              101

            
	
              (a)(1)(A)

            	
              512

            
	
              (a)(1)(B)

            	
              513

            
	
              (b)

            	
              508

            
	
              (c)

            	
              104(5)

            
	
              Section
                317(a)(1)

            	
              503

            
	
              (a)(2)

            	
              504

            
	
              (b)

            	
              1003

            
	
              Section
                318(a)

            	
              108

            
	 	 	 


    

    


    
      	
              Note:

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

            


      	 	 


      	 	Attention
              should also be directed to Section 318(c) of the Trust Indenture Act,
              which provides that the provisions of Section 310 to and including
              317 are a part of the provisions which govern every qualified indenture,
              whether or not physically contained
              herein.


    

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

    TABLE
      OF CONTENTS

     

    
      	
              RECITALS

            	
              1

            
	
              ARTICLE
                ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                APPLICATION

            	
              1

            
	 	
              Section
                101.

            	
              Definitions.

            	
              1

            
	 	 	
              Act

            	
              2

            
	 	 	
              Additional
                Amounts

            	
              2

            
	 	 	
              Affiliate

            	
              2

            
	 	 	
              Authenticating
                Agent

            	
              2

            
	 	 	
              Authorized
                Newspaper

            	
              2

            
	 	 	
              Bankruptcy
                Law

            	
              2

            
	 	 	
              Bearer
                Security

            	
              2

            
	 	 	
              Board
                of Directors

            	
              2

            
	 	 	
              Board
                Resolution

            	
              3

            
	 	 	
              Business
                Day

            	
              3

            
	 	 	
              Clearstream

            	
              3

            
	 	 	
              Commission

            	
              3

            
	 	 	
              Common
                Stock

            	
              3

            
	 	 	
              Company

            	
              3

            
	 	 	
              Company
                Request

            	
              3

            
	 	 	
              Conversion
                Event

            	
              3

            
	 	 	
              Corporate
                Trust Office

            	
              3

            
	 	 	
              Corporation

            	
              4

            
	 	 	
              Coupon

            	
              4

            
	 	 	
              Currency

            	
              4

            
	 	 	
              CUSIP
                Number

            	
              4

            
	 	 	
              Custodian

            	
              4

            
	 	 	
              Defaulted
                Interest

            	
              4

            
	 	 	
              Depository

            	
              4

            
	 	 	
              Dollars

            	
              4

            
	 	 	
              Euro

            	
              4

            
	 	 	
              Euroclear

            	
              4

            
	 	 	
              European
                Monetary
                System

            	
              4

            
	 	 	
              European
                Union

            	
              5

            
	 	 	
              Event
                of Default

            	
              5

            
	 	 	
              Foreign
                Currency

            	
              5

            
	 	 	
              GAAP

            	
              5

            
	 	 	
              Government
                Obligations

            	
              5

            
	 	 	
              Guarantee

            	
              5

            
	 	 	
              Guarantor

            	
              5

            
	 	 	
              Holder

            	
              5

            
	 	 	
              Indenture

            	
              5

            
	 	 	
              Indexed
                Security

            	
              6

            
	 	 	
              Interest
                Payment Date

            	
              6

            
	 	 	
              Judgment
                Currency

            	
              6

            


    

     

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        Table
          of Contents

      

    

    
 

    
      	 	 	
              Lien

            	
              6

            
	 	 	
              Maturity

            	
              6

            
	 	 	
              New
                York Banking Day

            	
              6

            
	 	 	
              Obligation

            	
              6

            
	 	 	
              Office

            	
              6

            
	 	 	
              Officer

            	
              6

            
	 	 	
              Officers’
Certificate

            	
              6

            
	 	 	
              Opinion
                of Counsel

            	
              6

            
	 	 	
              Original
                Issue Discount
                Security

            	
              6

            
	 	 	
              Outstanding

            	
              7

            
	 	 	
              Paying
                Agent

            	
              8

            
	 	 	
              Person

            	
              8

            
	 	 	
              Place
                of Payment

            	
              8

            
	 	 	
              Predecessor
                Security

            	
              8

            
	 	 	
              Principal
                Subsidiary

            	
              8

            
	 	 	
              Redemption
                Date

            	
              8

            
	 	 	
              Redemption
                Price

            	
              8

            
	 	 	
              Registered
                Security

            	
              8

            
	 	 	
              Regular
                Record Date

            	
              8

            
	 	 	
              Required
                Currency

            	
              8

            
	 	 	
              Responsible
                Officer

            	
              9

            
	 	 	
              Securities
                Act

            	
              9

            
	 	 	
              Security

            	
              9

            
	 	 	
              Security
                Register

            	
              9

            
	 	 	
              Special
                Record Date

            	
              9

            
	 	 	
              Stated
                Maturity

            	
              9

            
	 	 	
              Subsidiary

            	
              9

            
	 	 	
              Trust
                Indenture Act

            	
              9

            
	 	 	
              Trustee

            	
              9

            
	 	 	
              United
                States

            	
              9

            
	 	 	
              United
                States Alien

            	
              10

            
	 	 	
              Vice
                President

            	
              10

            
	 	 	
              Voting
                Stock

            	
              10

            
	 	
              Section
                102.

            	
              Compliance
                Certificates and
                Opinions.

            	
              10

            
	 	
              Section
                103.

            	
              Form
                of Documents Delivered to
                Trustee.

            	
              10

            
	 	
              Section
                104.

            	
              Acts
                of Holders.

            	
              11

            
	 	
              Section
                105.

            	
              Notices,
                Etc. to Trustee, Company and
                Guarantor.

            	
              12

            
	 	
              Section
                106.

            	
              Notice
                to Holders of Securities;
                Waiver.

            	
              13

            
	 	
              Section
                107.

            	
              Language
                of Notices.

            	
              14

            
	 	
              Section
                108.

            	
              Conflict
                with Trust Indenture Act.

            	
              14

            
	 	
              Section
                109.

            	
              Effect
                of Headings and Table of
                Contents.

            	
              14

            
	 	
              Section
                110.

            	
              Successors
                and Assigns.

            	
              14

            
	 	
              Section
                111.

            	
              Separability
                Clause.

            	
              14

            
	 	
              Section
                112.

            	
              Benefits
                of Indenture.

            	
              14

            
	 	
              Section
                113.

            	
              Governing
                Law.

            	
              15

            
	 	
              Section
                114.

            	
              Business
                Days.

            	
              15

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        Table
          of Contents

      

    

     

    
 

    
      	 	
              Section
                115.

            	
              Counterparts.

            	
              15

            
	 	
              Section
                116.

            	
              Judgment
                Currency.

            	
              15

            
	
              ARTICLE
                TWO SECURITIES FORMS

            	
              16

            
	 	
              Section
                201.

            	
              Forms
                Generally.

            	
              16

            
	 	
              Section
                202.

            	
              Form
                of Trustee’s Certificate of
                Authentication.

            	
              16

            
	 	
              Section
                203.

            	
              Securities
                in Global Form.

            	
              16

            
	
              ARTICLE
                THREE THE SECURITIES

            	
              17

            
	 	
              Section
                301.

            	
              Amount
                Unlimited; Issuable in
                Series.

            	
              17

            
	 	
              Section
                302.

            	
              Currency;
                Denominations.

            	
              21

            
	 	
              Section
                303.

            	
              Execution,
                Authentication, Delivery and
                Dating.

            	
              21

            
	 	
              Section
                304.

            	
              Temporary
                Securities.

            	
              23

            
	 	
              Section
                305.

            	
              Registration,
                Transfer and
                Exchange.

            	
              24

            
	 	
              Section
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen
                Securities.

            	
              27

            
	 	
              Section
                307.

            	
              Payment
                of Interest and Certain Additional Amounts;
                Rights to Interest and Certain Additional Amounts
                Preserved.

            	
              28

            
	 	
              Section
                308.

            	
              Persons
                Deemed Owners.

            	
              30

            
	 	
              Section
                309.

            	
              Cancellation.

            	
              30

            
	 	
              Section
                310.

            	
              Computation
                of Interest.

            	
              31

            
	
              ARTICLE
                FOUR SATISFACTION AND DISCHARGE

            	
              31

            
	 	
              Section
                401.

            	
              Satisfaction
                and Discharge.

            	
              31

            
	 	
              Section
                402.

            	
              Defeasance
                and Covenant
                Defeasance.

            	
              32

            
	 	
              Section
                403.

            	
              Application
                of Trust Money.

            	
              36

            
	
              ARTICLE
                FIVE REMEDIES

            	
              37

            
	 	
              Section
                501.

            	
              Events
                of Default.

            	
              37

            
	 	
              Section
                502.

            	
              Acceleration
                of Maturity; Rescission and
                Annulment.

            	
              38

            
	 	
              Section
                503.

            	
              Collection
                of Indebtedness and Suits for Enforcement
                by Trustee.

            	
              39

            
	 	
              Section
                504.

            	
              Trustee
                may file proofs of claim.

            	
              40

            
	 	
              Section
                505.

            	
              Trustee
                may Enforce Claims Without Possession of
                Securities or Coupons.

            	
              41

            
	 	
              Section
                506.

            	
              Application
                of Money Collected.

            	
              41

            
	 	
              Section
                507.

            	
              Limitations
                on Suits.

            	
              41

            
	 	
              Section
                508.

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

            	
              42

            
	 	
              Section
                509.

            	
              Restoration
                of Rights and
                Remedies.

            	
              42

            
	 	
              Section
                510.

            	
              Rights
                and Remedies Cumulative.

            	
              42

            
	 	
              Section
                511.

            	
              Delay
                or Omission not Waiver.

            	
              43

            
	 	
              Section
                512.

            	
              Control
                by Holders of Securities.

            	
              43

            
	 	
              Section
                513.

            	
              Waiver
                of Past Defaults.

            	
              43

            
	 	
              Section
                514.

            	
              Waiver
                of Stay or Extension Laws.

            	
              44

            
	 	
              Section
                515.

            	
              Undertaking
                for Costs.

            	
              44

            
	
              ARTICLE
                SIX THE TRUSTEE

            	
              44

            
	 	
              Section
                601.

            	
              Certain
                Duties and
                Responsibilities.

            	
              44

            


    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        Table
          of Contents

      

    

    
 

    
      	 	
              Section
                602.

            	
              Certain
                Rights of Trustee.

            	
              45

            
	 	
              Section
                603.

            	
              Notice
                of Defaults.

            	
              47

            
	 	
              Section
                604.

            	
              Not
                Responsible for Recitals or Issuance of
                Securities.

            	
              47

            
	 	
              Section
                605.

            	
              May
                Hold Securities.

            	
              48

            
	 	
              Section
                606.

            	
              Money
                Held in Trust.

            	
              48

            
	 	
              Section
                607.

            	
              Compensation
                and Reimbursement.

            	
              48

            
	 	
              Section
                608.

            	
              Corporate
                Trustee Required;
                Eligibility.

            	
              49

            
	 	
              Section
                609.

            	
              Resignation
                and Removal; Appointment of
                Successor.

            	
              49

            
	 	
              Section
                610.

            	
              Acceptance
                of Appointment by
                Successor.

            	
              51

            
	 	
              Section
                611.

            	
              Merger,
                Conversion, Consolidation or Succession to
                Business.

            	
              52

            
	 	
              Section
                612.

            	
              Appointment
                of Authenticating
                Agent.

            	
              52

            
	
              ARTICLE
                SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND
                COMPANY

            	
              54

            
	 	
              Section
                701.

            	
              Company
                to Furnish Trustee Names and Addresses of
                Holders.

            	
              54

            
	 	
              Section
                702.

            	
              Preservation
                of Information; Communications to
                Holders.

            	
              54

            
	 	
              Section
                703.

            	
              Reports
                by Trustee.

            	
              55

            
	 	
              Section
                704.

            	
              Reports
                by Company.

            	
              55

            
	
              ARTICLE
                EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                LEASE

            	
              56

            
	 	
              Section
                801.

            	
              Company
                May Consolidate, etc., Only on Certain
                Terms.

            	
              56

            
	 	
              Section
                802.

            	
              Successor
                Person Substituted for
                Company.

            	
              56

            
	
              ARTICLE
                NINE SUPPLEMENTAL INDENTURES

            	
              57

            
	 	
              Section
                901.

            	
              Supplemental
                Indentures without Consent of
                Holders.

            	
              57

            
	 	
              Section
                902.

            	
              Supplemental
                Indentures with Consent of
                Holders.

            	
              59

            
	 	
              Section
                903.

            	
              Execution
                of Supplemental
                Indentures.

            	
              60

            
	 	
              Section
                904.

            	
              Effect
                of Supplemental Indentures.

            	
              60

            
	 	
              Section
                905.

            	
              Reference
                in Securities to Supplemental
                Indentures.

            	
              60

            
	 	
              Section
                906.

            	
              Conformity
                with Trust Indenture
                Act.

            	
              60

            
	
              ARTICLE
                TEN COVENANTS

            	
              61

            
	 	
              Section
                1001.

            	
              Payment
                of Principal, Any Premium, Interest and
                Additional Amounts.

            	
              61

            
	 	
              Section
                1002.

            	
              Maintenance
                of Office or Agency.

            	
              61

            
	 	
              Section
                1003.

            	
              Money
                for Securities Payments to be Held in
                Trust.

            	
              62

            
	 	
              Section
                1004.

            	
              Additional
                Amounts.

            	
              63

            
	 	
              Section
                1005.

            	
              Company
                Statement as to
                Compliance.

            	
              64

            
	 	
              Section
                1006.

            	
              Limitation
                on Liens on Stock of the Principal
                Subsidiaries.

            	
              64

            
	 	
              Section
                1007.

            	
              Waiver
                of Certain Covenants.

            	
              65

            
	 	
              Section
                1008.

            	
              Existence;
                Conduct of Business.

            	
              65

            
	
              ARTICLE
                ELEVEN REDEMPTION OF SECURITIES

            	
              65

            
	 	
              Section
                1101.

            	
              Applicability
                of Article.

            	
              65

            
	 	
              Section
                1102.

            	
              Election
                to Redeem; Notice to
                Trustee.

            	
              65

            
	 	
              Section
                1103.

            	
              Selection
                by Trustee of Securities to be
                Redeemed.

            	
              66

            
	 	
              Section
                1104.

            	
              Notice
                of Redemption.

            	
              66

            


    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        Table
          of Contents

      

    

    
 

    
      	 	
              Section
                1105.

            	
              Deposit
                of Redemption Price.

            	
              68

            
	 	
              Section
                1106.

            	
              Securities
                Payable on Redemption
                Date.

            	
              68

            
	 	
              Section
                1107.

            	
              Securities
                Redeemed in Part.

            	
              69

            
	
              ARTICLE
                TWELVE SINKING FUNDS

            	
              69

            
	 	
              Section
                1201.

            	
              Applicability
                of Article.

            	
              69

            
	 	
              Section
                1202.

            	
              Satisfaction
                of Sinking Fund Payments with
                Securities.

            	
              69

            
	 	
              Section
                1203.

            	
              Redemption
                of Securities for Sinking
                Fund.

            	
              70

            
	
              ARTICLE
                THIRTEEN REPAYMENT AT THE OPTION OF
                HOLDERS

            	
              70

            
	 	
              Section
                1301.

            	
              Applicability
                of Article.

            	
              70

            
	
              ARTICLE
                FOURTEEN SECURITIES IN FOREIGN
                CURRENCIES

            	
              71

            
	 	
              Section
                1401.

            	
              Applicability
                of Article.

            	
              71

            
	
              ARTICLE
                FIFTEEN MEETINGS OF HOLDERS OF
                SECURITIES

            	
              71

            
	 	
              Section
                1501.

            	
              Purposes
                for Which Meetings may be
                Called.

            	
              71

            
	 	
              Section
                1502.

            	
              Call,
                Notice and Place of
                Meetings.

            	
              71

            
	 	
              Section
                1503.

            	
              Persons
                Entitled to Vote at
                Meetings.

            	
              72

            
	 	
              Section
                1504.

            	
              Quorum;
                Action.

            	
              72

            
	 	
              Section
                1505.

            	
              Determination
                of Voting Rights; Conduct and
                Adjournment of Meetings.

            	
              73

            
	 	
              Section
                1506.

            	
              Counting
                Votes and Recording Action of
                Meetings.

            	
              74

            


    

    


    



    
      
        
        

      

      
        v

        
          

        

      

      
        Table
          of Contents

      

    

    
 

    

      INDENTURE,
        dated as of December 13,
        2007 (the “Indenture”), between CSX TRANSPORTATION, INC., a corporation duly
        organized and existing under the laws of the Commonwealth of Virginia
        (hereinafter called the “Company”), having its principal executive office
        located at 500 Water Street, Jacksonville, Florida 32202, and The Bank of
        New
        York Trust Company N.A., a New York banking corporation (hereinafter called
        the
“Trustee”), having its Corporate Trust Office located at 10161 Centurion
        Parkway, 2nd
        Floor, Jacksonville, FL 32256 (Attention: Florida Corporate).

       

      RECITALS

       

      The
        Company has duly authorized the
        execution and delivery of this Indenture to provide for the issuance from
        time
        to time of its debentures, notes or other evidences of indebtedness, unlimited
        as to principal amount, 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.  All things necessary to
        make this Indenture a valid agreement of the Company, 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:

       

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

       

      ARTICLE
        ONE

      DEFINITIONS
        AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section
        101.          Definitions.

       

      Except
        as otherwise expressly provided
        in or pursuant to this Indenture or unless the context otherwise requires,
        for
        all purposes of this Indenture:

       

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

       

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

       


      
        
          
          

        

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

       

      (4)           the
        words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar
        import refer to this Indenture as a whole and not to any particular Article,
        Section or other subdivision; and

       

      (5)           the
        word “or” is always used inclusively (for example, the phrase “A or B” means “A
        or B or both”, not “either A or B but not both”).

       

      Certain
        terms used principally in
        certain Articles hereof are defined in those Articles.

       

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

       

      “Additional
        Amounts” means any additional amounts which are required hereby or by any
        Security, under circumstances specified herein or therein, to be paid by
        the
        Company in respect of certain taxes, assessments or other governmental charges
        imposed on Holders specified therein and which are owing to such Holders.
        Whenever the Company is required to pay an Additional Amount it shall deliver
        an
        Officers’ Certificate to the Trustee stating such Additional Amount per $1,000
        in aggregate principal amount of Securities.

       

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

       

      “Authenticating
        Agent” means any Person authorized
        by the Trustee pursuant to Section 612 to act on behalf of the Trustee to
        authenticate Securities of one or more series.

       

      “Authorized
        Newspaper” means a newspaper, in an
        official language of the place of publication or in the English language,
        customarily published on each day that is a Business Day in the place of
        publication, whether or not published on days that are legal holidays in
        the
        place of publication, and of general circulation in each place in connection
        with which the term is used or in the financial community of each such
        place.  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 day that is a Business Day in the place of
        publication.

       

      “Bankruptcy
        Law” has the meaning specified in Section 501.

       

      “Bearer
        Security” means any Security in the form established pursuant to
        Section 201 which is payable to bearer.

       

      “Board
        of
        Directors” means the board of directors of the Company or any committee of
        that board duly authorized to act generally or in any particular respect
        for the
        Company hereunder.

       

       

       

      
        
          
          

        

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

       

      “Business
        Day”, with respect to any Place of Payment or other location, means, unless
        otherwise specified with respect to any Securities pursuant to Section 301,
        any day other than a Saturday, Sunday or other day on which banking institutions
        in such Place of Payment or other location are authorized or obligated by
        law,
        regulation or executive order to close.

       

      “Clearstream”
        means Clearstream Banking société anonyme, or its successor.

       

      “Commission”
        means the Securities and Exchange Commission, as from time to time constituted,
        created under the Securities Exchange Act of 1934, as amended, or, if at
        any
        time after the execution of this Indenture such Commission is not existing
        and
        performing the duties now assigned to it under the Trust Indenture Act, then
        the
        body performing such duties at such time.

       

      “Common
        Stock”
includes any stock of any class of the Company which has no preference
        in
        respect of dividends or of amounts payable in the event of any voluntary
        or
        involuntary liquidation, dissolution or winding up of the Company and which
        is
        not subject to redemption by the Company.

       

      “Company”
means
        the
        Person named as the “Company” in the first paragraph of this instrument until
        another successor Person shall have become such pursuant to the applicable
        provisions of this Indenture, at which point “Company” shall mean such other
        successor Person, and any other obligor upon the Securities.

       

      “Company
        Request” and “Company Order” mean,
        respectively, a written request or order, as the case may be, signed in the
        name
        of the Company by any two Officers or by an Officer and either an Assistant
        Treasurer or an Assistant Corporate Secretary of the Company, and delivered
        to
        the Trustee.

       

      “Conversion
        Event” means the cessation of use of (i) a Foreign Currency both by the
        government of the country or the confederation which issued such Foreign
        Currency and for the settlement of transactions by a central bank or other
        public institutions of or within the international banking community,
        (ii) the Euro both within the European Monetary System and for the
        settlement of transactions by public institutions of or within the European
        Union or (iii) any currency unit or composite currency other than the Euro
        for the purposes for which it was established.

       

      “Corporate
        Trust Office” means either
        (A) the principal corporate trust office of the Trustee in which at any
        particular time its corporate trust business shall be administered, which
        office
        at the date of original execution of this Indenture is located at 1061 Centurion
        Parkway, 2nd
        Floor Jacksonville, Florida 32256 Attention: Florida Corporate, or (B) for
        purposes of Sections 301(9) and 1002, the principal corporate trust office
        of
        the Trustee in the Borough of Manhattan, The City of New York at which at
        any
        particular time its corporate trust business shall be administered in The
        City
        of New York, which office at the date of original execution of this Indenture
        is
        located at 101 Barclay Street, New York, New York 10286; provided that, for
        purposes of any request, demand, authorization, direction, notice, consent,
        waiver or Act of Holders or other document or notice provided or permitted
        by
        this Indenture to be made upon, given or furnished to, or filed with, the
        Trustee, whether pursuant to Section 105 or otherwise, “Corporate Trust
        Office” means any office referred to in clause (A) of this
        paragraph.

       

       

      
        
          
          

        

        
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      “Corporation”
        and “corporation” includes corporations, associations, companies and business
        trusts.

       

      “Coupon”
means
        any
        interest coupon appertaining to a Bearer Security.

       

      “Currency”,
        with
        respect to any payment, deposit or other transfer in respect of the principal
        of
        or any premium or interest on or any Additional Amounts with respect to any
        Security, means Dollars or the Foreign Currency, as the case may be, in which
        such payment, deposit or other transfer is required to be made by or pursuant
        to
        the terms hereof or such Security and, with respect to any other payment,
        deposit or transfer pursuant to or contemplated by the terms hereof or such
        Security, means Dollars.

       

      “CUSIP
        Number”
means the alphanumeric designation assigned to a Security by Standard
&
Poor’s, CUSIP Service Bureau.

       

      “Custodian”
means
        any receiver, trustee, assignee, liquidator, custodian or similar official
        under
        any Bankruptcy Law.

       

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

       

      “Depository”
        means, with respect to any Security issuable or issued in the form of one
        or
        more global Securities, the Person designated as Depository by the Company
        in or
        pursuant to this Indenture, which Person must be, to the extent required
        by
        applicable law or regulation, a clearing agency registered under the Securities
        Exchange Act of 1934, as amended, and, if so provided with respect to any
        Security, any successor to such Person.  If at any time there is more
        than one such Person, “Depository” shall mean, with respect to any Securities,
        the qualifying entity which has been appointed with respect to such
        Securities.  Unless otherwise established as contemplated by
        Section 301, the Depository shall be The Depository Trust Company, New
        York, New York.

       

      “Dollars”
or
        “$” means a dollar or other equivalent unit of legal tender for payment of
        public or private debts in the United States of America.

       

      “Euro”
means
        the basic
        unit of currency among participating European Union countries from time to
        time.

       

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

       

      “European
        Monetary System” means the European
        Monetary System established by the Resolution of December 5, 1978 of the
        Council
        of the European Community.

       

       

      
        
          
          

        

        
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      “European
        Union” means the European Economic Community, the European Coal and Steel
        Community and the European Atomic Energy Community.

       

      “Event
        of
        Default” has the meaning specified in Section 501.

       

      “Foreign
        Currency” means any currency, currency unit or composite currency,
        including, without limitation, the Euro, issued by the government of one
        or more
        countries other than the United States of America or by any recognized
        confederation or association of such governments.

       

      “GAAP”
means
        such
        accounting principles as are generally accepted in the United States of America
        as of the date or time of any computation required hereunder.

       

      “Government
        Obligations” means securities which
        are (i) direct obligations of the United States of America or the other
        government or governments in the confederation which issued the Foreign Currency
        in which the principal of or any premium or interest on such Security or
        any
        Additional Amounts in respect thereof shall be payable, in each case where
        the
        payment or payments thereunder are supported by the full faith and credit
        of
        such government or governments or (ii) obligations of a Person controlled
        or supervised by and acting as an agency or instrumentality of the United
        States
        of America or such other government or governments, in each case where the
        timely payment or payments thereunder are unconditionally guaranteed as a
        full
        faith and credit obligation by the United States of America or such other
        government or governments, and which, in the case of (i) or (ii), are not
        callable or redeemable at the option of the issuer or issuers thereof, and
        shall
        also include a depository receipt issued by a bank or trust company as custodian
        with respect to any such Government Obligation or a specific payment of interest
        on or principal of or other amount with respect to any such Government
        Obligation held by such custodian for the account of the holder of a depository
        receipt, provided that (except as required by law) such custodian is not
        authorized to make any deduction from the amount payable to the holder of
        such
        depository receipt from any amount received by the custodian in respect of
        the
        Government Obligation or the specific payment of interest on or principal
        of or
        other amount with respect to the Government Obligation evidenced by such
        depository receipt.

       

      “Guarantee”
means
        any guarantee of the Securities of a particular series if so specified in
        the
        supplemental indenture establishing the terms of such series pursuant to
        Section
        301 hereof.

       

      “Guarantor”
        means, for any Securities of a particular series in respect of which a Guarantee
        has been provided, each Person providing such Guarantee, and includes any
        successor to Guarantor.

       

      “Holder”,
        in the
        case of any Registered Security, means the Person in whose name such Security
        is
        registered in the Security Register and, in the case of any Bearer Security,
        means the bearer thereof and, in the case of any Coupon, means the bearer
        thereof.

       

      “Indenture”
means
        this instrument as it may from time to time be supplemented or amended by
        one or
        more indentures supplemental hereto entered into pursuant to the applicable
        provisions hereof and, with respect to any Security, by the terms and provisions
        of such Security and any Coupon appertaining thereto established pursuant
        to
        Section 301 (as such terms and provisions may be amended pursuant to the
        applicable provisions hereof).

       

       

      
        
          
          

        

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

       

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

       

      “Judgment
        Currency” has the meaning specified in Section 116.

       

      “Lien”
means
        any
        mortgage, pledge, lien, encumbrance, charge or security interest of any kind
        securing an Obligation.

       

      “Maturity”,
        with
        respect to any Security, means the date on which the principal of such Security
        or an installment of principal becomes due and payable as provided in or
        pursuant to this Indenture, whether at the Stated Maturity or by declaration
        of
        acceleration, notice of redemption or repurchase, notice of option to elect
        repayment or otherwise, and includes the Redemption Date.

       

      “New
        York
        Banking Day” has the meaning specified in Section 116.

       

      “Obligation”
        means indebtedness for borrowed money or indebtedness evidenced by a bond,
        note,
        debenture or other evidence of indebtedness.

       

      “Office”
or
        “Agency”, with respect to any Securities, means an office or agency of the
        Company maintained or designated in a Place of Payment for such Securities
        pursuant to Section 1002 or any other office or agency of the Company
        maintained or designated for such Securities pursuant to Section 1002 or,
        to the extent designated or required by Section 1002 in lieu of such office
        or agency, the Corporate Trust Office of the Trustee.

       

      “Officer”
means
        the
        Chairman of the Board, if any, the President, any Vice President, the Treasurer,
        the Corporate Secretary or the Controller of the Company.

       

      “Officers’
        Certificate” means a certificate signed by two Officers or by any Officer
        and either an Assistant Treasurer or an Assistant Corporate Secretary of
        the
        Company, that complies with the requirements of Section 314(e) of the Trust
        Indenture Act and is delivered to the Trustee.

       

      “Opinion
        of
        Counsel” means a written opinion of counsel, who may be an employee of or
        counsel for the Company or other counsel, in any case, who shall be reasonably
        acceptable to the Trustee, that, if required by the Trust Indenture Act,
        complies with the requirements of Section 314(e) of the Trust Indenture
        Act.

       

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

       

       

      
        
          
          

        

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

       

      
        	
                 

              	
                (a)

              	
                any
                  such Security theretofore cancelled by the Trustee or the Security
                  Registrar or delivered to the Trustee or the Security Registrar
                  for
                  cancellation;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  such Security for whose payment at the Maturity thereof money in
                  the
                  necessary amount has been theretofore deposited pursuant hereto
                  (other
                  than pursuant to Section 402) with the Trustee or any Paying Agent
                  (other than the Company) in trust or set aside and segregated in
                  trust by
                  the Company (if the Company shall act as its own Paying Agent)
                  for the
                  Holders of such Securities and any Coupons appertaining thereto,
                  provided
                  that, if such Securities are to be redeemed, notice of such redemption
                  has
                  been duly given pursuant to this Indenture or provision therefor
                  satisfactory to the Trustee has been
                  made;

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  such Security with respect to which the Company has effected defeasance
                  or
                  covenant defeasance pursuant to Section 402, except to the extent
                  provided in Section 402;

              


      

       

      
        	
                 

              	
                (d)

              	
                any
                  such Security which has been paid pursuant to Section 306 or in
                  exchange for or in lieu of which other Securities have been authenticated
                  and delivered pursuant to this Indenture, unless there shall have
                  been
                  presented to the Trustee proof satisfactory to it that such Security
                  is
                  held by a bona fide purchaser in whose hands such Security is a
                  valid
                  obligation of the Company; and

              


      

       

      
        	
                 

              	
                (e)

              	
                any
                  such Security converted or exchanged as contemplated by this Indenture
                  into Common Stock or other securities, if the terms of such Security
                  provide for such conversion or exchange pursuant to
                  Section 301;

              


      

       

      provided,
        however, that in determining whether the Holders of the requisite principal
        amount of Outstanding Securities have given any request, demand, authorization,
        direction, notice, consent or waiver hereunder or are present at a meeting
        of
        Holders of Securities for quorum purposes, (i) the principal amount of an
        Original Issue Discount Security that may be counted in making such
        determination and that shall be deemed to be Outstanding for such purposes
        shall
        be equal to the amount of the principal thereof that pursuant to the terms
        of
        such Original Issue Discount Security would be declared (or shall have been
        declared to be) due and payable upon a declaration of acceleration thereof
        pursuant to Section 502 at the time of such determination, and
        (ii) the principal amount of any Indexed Security that may be counted in
        making such determination and that shall be deemed outstanding for such purpose
        shall be equal to the principal face amount of such Indexed Security at original
        issuance, unless otherwise provided in or pursuant to this Indenture, and
        (iii) the principal amount of a Security denominated in a Foreign Currency
        shall be the Dollar equivalent, determined on the date of original issuance
        of
        such Security, of the principal amount (or, in the case of an Original Issue
        Discount Security, the Dollar equivalent on the date of original issuance
        of
        such Security of the amount determined as provided in (i) above) of such
        Security, and (iv) Securities owned by the Company or any Affiliate of the
        Company shall be disregarded and deemed not to be Outstanding, except that,
        in
        determining whether the Trustee shall be protected in making any such
        determination or relying upon any such request, demand, authorization,
        direction, notice, consent or waiver, only Securities with respect to which
        a
        Responsible Officer of the Trustee receives an Officers’ Certificate from the
        Company stating that such Securities are so owned shall be so
        disregarded.  Securities so owned which shall have been pledged in
        good faith may be regarded as Outstanding if the pledgee establishes to the
        satisfaction of the Trustee (A) the pledgee’s right so to act with respect
        to such Securities and (B) that the pledgee is not the Company or an
        Affiliate of the Company.

       

       

      
        
          
          

        

        
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      “Paying
        Agent”
means any Person authorized by the Company to pay the principal of, or
        any
        premium or interest on, or any Additional Amounts with respect to, any Security
        or any Coupon on behalf of the Company.

       

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

       

      “Place
        of
        Payment”, with respect to any Security, means the place or places where the
        principal of, or any premium or interest on, or any Additional Amounts with
        respect to such Security are payable as provided in or pursuant to this
        Indenture or such Security.

       

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

       

      “Principal
        Subsidiary” means The Baltimore and Ohio Chicago Terminal Railroad Company,
        an Illinois corporation.

       

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

       

      “Redemption
        Price”, with respect to any Security or portion thereof to be redeemed,
        means the price at which it is to be redeemed as determined by or pursuant
        to
        this Indenture or such Security.

       

      “Registered
        Security” means any Security in the form established pursuant to
        Section 201 which is registered in the Security Register.

       

      “Regular
        Record Date” for the interest payable on any Registered Security on any
        Interest Payment Date therefor means the date, if any, specified in or pursuant
        to this Indenture or such Security as the “Regular Record Date”.

       

      “Required
        Currency” has the meaning specified in Section 116.

       

       

      
        
          
          

        

        
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      “Responsible
        Officer” means with respect to the
        Trustee, any officer of the Trustee in the Florida Corporate – Corporate Trust
        Unit (or any successor unit or department) of the Trustee located at the
        Corporate Trust Office of the Trustee who has direct responsibility for
        administration of the Indenture and, for purposes of Sections 601(c)(2) and
        603,
        also means, with respect to a particular corporate trust matter, any other
        officer to whom such matter is referred because of that officer’s knowledge of
        and familiarity with the particular subject.

       

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

       

      “Security”
or
“Securities”
means
        any note or
        notes, bond or bonds, debenture or debentures, or any other evidences of
        indebtedness, as the case may be, authenticated and delivered under this
        Indenture; provided, however, that, if at any time there is more than one
        Person
        acting as Trustee under this Indenture, “Securities”, with respect to any such
        Person, shall mean Securities authenticated and delivered under this Indenture,
        exclusive, however, of Securities of any series as to which such Person is
        not
        Trustee.

       

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

       

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

       

      “Stated
        Maturity”, with respect to any Security or any installment of principal
        thereof or interest thereon or any Additional Amounts with respect thereto,
        means the date established by or pursuant to this Indenture or such Security
        as
        the fixed date on which the principal of such Security or such installment
        of
        principal or interest is, or such Additional Amounts are, due and
        payable.

       

      “Subsidiary”
        means with respect to any Person, a corporation or other legal entity a majority
        of the outstanding Voting Stock or analogous equity interest of which is
        owned,
        directly or indirectly, by such Person or one or more of such Person’s
        Subsidiaries, or by such Person and one or more of such Person’s
        Subsidiaries.

       

      “Trust
        Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
        reference herein to the Trust Indenture Act or a particular provision thereof
        shall mean such Act or provision, as the case may be, as amended or replaced
        from time to time or as supplemented from time to time by rules or regulations
        adopted by the Commission under or in furtherance of the purposes of such
        Act or
        provision, as the case may be.

       

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

       

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

       

       

      
        
          
          

        

        
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      “United
        States Alien”, except as otherwise provided in or pursuant to this Indenture
        or any Security, means any Person who, for United States Federal income tax
        purposes, is a foreign corporation, a non-resident alien individual, a
        non-resident alien fiduciary of a foreign estate or trust, or a foreign
        partnership one or more of the members of which is, for United States Federal
        income tax purposes, a foreign corporation, a non-resident alien individual
        or a
        non-resident alien fiduciary of a foreign estate or trust.

       

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

       

      “Voting
        Stock”
means stock having voting power for the election of directors, whether
        at all
        times or only so long as no senior class of stock has such voting power by
        reason of any contingency.

       

      
        Section
          102.          Compliance
          Certificates and Opinions.

         

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

         

        Section
          103.          Form of
          Documents Delivered to Trustee.

         

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

         

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

         

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

         

         

        
          
            
            

          

          
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        Section
          104.          Acts of
          Holders.

         

        (1)           Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by or pursuant to this Indenture to be given or taken by
          Holders
          may be embodied in and evidenced by one or more instruments of substantially
          similar tenor signed by such Holders in person or by an agent duly appointed
          in
          writing.  If, but only if, Securities of a series are issuable as
          Bearer Securities, any request, demand, authorization, direction, notice,
          consent, waiver or other action provided in or pursuant to this Indenture
          to be
          given or taken by Holders of Securities of such series may, alternatively,
          be
          embodied in and evidenced by the record of Holders of Securities of such
          series
          voting in favor thereof, either in person or by proxies duly appointed
          in
          writing, at any meeting of Holders of Securities of such series duly called
          and
          held in accordance with the provisions of Article Fifteen, or a combination
          of
          such instruments and any such record.  Except as herein otherwise
          expressly provided, such action shall become effective when such instrument
          or
          instruments or record or both, in each case, which satisfy the required
          percentages in principal amount of Outstanding Securities, are delivered
          to the
          Trustee and, where it is hereby expressly required, to the
          Company.  Such instrument or instruments and any such record (and the
          action embodied therein and evidenced thereby) are herein sometimes referred
          to
          as the “Act” of the Holders signing such instrument or instruments or so voting
          at any such meeting.  Proof of execution of any such instrument or of
          a writing appointing any such agent, or of the holding by any Person of
          a
          Security, shall be sufficient for any purpose of this Indenture and (subject
          to
          Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee
          and the Company and any agent of the Trustee or the Company, if made in
          the
          manner provided in this Section.  The record of any meeting of Holders
          of Securities shall be proved in the manner provided in
          Section 1506.

         

        Without
          limiting the generality of this
          Section 104, unless otherwise provided in or pursuant to this Indenture, a
          Holder, including a Depository that is a Holder of a global Security, may
          make,
          give or take, by a proxy, or proxies, duly appointed in writing, any request,
          demand, authorization, direction, notice, consent, waiver or other Act
          provided
          in or pursuant to this Indenture or the Securities to be made, given or
          taken by
          Holders, and a Depository that is a Holder of a global Security may provide
          its
          proxy or proxies to the beneficial owners of interests in any such global
          Security through such Depository’s standing instructions and customary
          practices.

         

        (2)           The
          fact and date of the execution by any Person of any such instrument or
          writing
          may be proved in any reasonable manner which the Trustee deems sufficient
          and in
          accordance with such reasonable rules as the Trustee may determine; and
          the
          Trustee may in any instance require further proof with respect to any of
          the
          matters referred to in this Section.

         

        (3)           The
          ownership, principal amount and serial numbers of Registered Securities
          held by
          any Person, and the date of the commencement and the date of the termination
          of
          holding the same, shall be proved by the Security Register.

         

         

        
          
            
            

          

          
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        (4)           The
          ownership, principal amount and serial numbers of Bearer Securities held
          by any
          Person, and the date of the commencement and the date of the termination
          of
          holding the same, may be proved by the production of such Bearer Securities
          or
          by a certificate executed, as depositary, by any trust company, bank, banker
          or
          other depositary reasonably acceptable to the Company, wherever situated,
          if
          such certificate shall be deemed by the Company and the Trustee to be
          satisfactory, showing that at the date therein mentioned such Person had
          on
          deposit with such depositary, or exhibited to it, the Bearer Securities
          therein
          described; or such facts may be proved by the certificate or affidavit
          of the
          Person holding such Bearer Securities, if such certificate or affidavit
          is
          deemed by the Company and the Trustee to be satisfactory.  The Trustee
          and the Company may assume that such ownership of any Bearer Security continues
          until (1) another certificate or affidavit bearing a later date issued in
          respect of the same Bearer Security is produced, or (2) such Bearer
          Security is produced to the Trustee by some other Person, or (3) such
          Bearer Security is surrendered in exchange for a Registered Security, or
          (4) such Bearer Security is no longer Outstanding.  The
          ownership, principal amount and serial numbers of Bearer Securities held
          by the
          Person so executing such instrument or writing and the date of the commencement
          and the date of the termination of holding the same may also be proved
          in any
          other manner which the Company and the Trustee deem sufficient.

         

        (5)           If
          the Company shall solicit from the Holders of any Registered Securities
          any
          request, demand, authorization, direction, notice, consent, waiver or other
          Act,
          the Company may at its option (but is not obligated to), by Board Resolution,
          fix in advance a record date for the determination of Holders of Registered
          Securities entitled to give such request, demand, authorization, direction,
          notice, consent, waiver or other Act.  If such a record date is fixed,
          such request, demand, authorization, direction, notice, consent, waiver
          or other
          Act may be given before or after such record date, but only the Holders
          of
          Registered Securities of record at the close of business on such record
          date
          shall be deemed to be Holders for the purpose of determining whether Holders
          of
          the requisite proportion of Outstanding Securities have authorized or agreed
          or
          consented to such request, demand, authorization, direction, notice, consent,
          waiver or other Act, and for that purpose the Outstanding Securities shall
          be
          computed as of such record date.

         

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

         

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

         

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

         

        (1)           the
          Trustee by any Holder, Guarantor or the Company shall be sufficient for
          every
          purpose hereunder if made, given, furnished or filed in writing to or with
          the
          Trustee at its Corporate Trust Office or sent by facsimile transmission
          to the
          addressee (with written confirmation of actual receipt from the Trustee)
          at the
          number specified by the Trustee, or

         

         

        
          
            
            

          

          
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        (2)           the
          Company by the Trustee, Guarantor or any Holder shall be sufficient for
          every
          purpose hereunder (unless otherwise herein expressly provided) if in writing
          and
          mailed, first-class postage prepaid, to the Company addressed to the attention
          of its Treasurer or delivered by guaranteed overnight courier at the address
          of
          its principal office specified in the first paragraph of this instrument
          or at
          any other address previously furnished in writing to the Trustee by the
          Company
          or sent by facsimile transmission to 904-366-5176 (with written confirmation
          of
          actual receipt from the Company), or

         

        (3)           Guarantor
          by the Trustee, the Company or any Holder shall be sufficient for every
          purpose
          hereunder (unless otherwise herein expressly provided) if in writing and
          mailed,
          first-class postage prepaid, or delivered by guaranteed overnight courier
          to
          Guarantor addressed to the attention of its designee at the address of
          its
          principal or other office specified by the Guarantor or at any other address
          previously furnished in writing to the Trustee by Guarantor or sent by
          facsimile
          transmission to the number specified by the Guarantor (with written confirmation
          of actual receipt from the Guarantor).

         

        Section
          106.          Notice to
          Holders of Securities; Waiver.

         

        Except
          as otherwise expressly provided
          in or pursuant to this Indenture, where this Indenture provides for notice
          to
          Holders of Securities of any event,

         

        (1)           such
          notice shall be sufficiently given to Holders of Registered Securities
          if in
          writing and mailed, first-class postage prepaid, to each Holder of a Registered
          Security affected by such event, at his address as it appears in the Security
          Register, not later than the latest date, and not earlier than the earliest
          date, prescribed for the giving of such notice; and

         

        (2)           such
          notice shall be sufficiently given to Holders of Bearer Securities, if
          any, if
          published in an Authorized Newspaper in The City of New York and, if such
          Securities are then listed on any stock exchange outside the United States,
          in
          an Authorized Newspaper in such city as the Company shall advise the Trustee
          that such stock exchange so requires, on a Business Day at least twice,
          the
          first such publication to be not earlier than the earliest date and the
          second
          such publication not later than the latest date prescribed for the giving
          of
          such notice.

         

         

        
          
            
            

          

          
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        In
          any case where notice to Holders of
          Registered Securities is given by mail, neither the failure to mail such
          notice,
          nor any defect in any notice so mailed, to any particular Holder of a Registered
          Security shall affect the sufficiency of such notice with respect to other
          Holders of Registered Securities or the sufficiency of any notice to Holders
          of
          Bearer Securities given as provided herein.  Any notice which is
          mailed in the manner herein provided shall be conclusively presumed to
          have been
          duly given or provided.  In the case by reason of the suspension of
          regular mail service or by reason of any other cause it shall be impracticable
          to give such notice by mail, then such notification as shall be made with
          the
          approval of the Trustee shall constitute a sufficient notification for
          every
          purpose hereunder.

         

        In
          case by reason of the suspension of
          publication of any Authorized Newspaper or Authorized Newspapers or by
          reason of
          any other cause it shall be impracticable to publish any notice to Holders
          of
          Bearer Securities as provided above, then such notification to Holders
          of Bearer
          Securities as shall be given with the approval of the Trustee shall constitute
          sufficient notice to such Holders for every purpose
          hereunder.  Neither failure to give notice by publication to Holders
          of Bearer Securities as provided above, nor any defect in any notice so
          published, shall affect the sufficiency of any notice mailed to Holders
          of
          Registered Securities as provided above.

         

        Where
          this Indenture provides for
          notice in any manner, such notice may be waived in writing by the Person
          entitled to receive such notice, either before or after the event, and
          such
          waiver shall be the equivalent of such notice.  Waivers of notice by
          Holders of Securities shall be filed with the Trustee, but such filing
          shall not
          be a condition precedent to the validity of any action taken in reliance
          upon
          such waiver.

         

        Section
          107.          Language of
          Notices.

         

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

         

        Section
          108.          Conflict
          with Trust Indenture Act.

         

        If
          any provision hereof limits,
          qualifies or conflicts with any duties under any required provision of
          the Trust
          Indenture Act imposed hereon by Section 318(c) thereof, such required
          provision shall control.

         

        Section
          109.          Effect of
          Headings and Table of Contents.

         

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

         

        Section
          110.          Successors
          and Assigns.

         

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

         

        Section
          111.          Separability
          Clause.

         

        In
          case any provision in this
          Indenture, any Security or any Coupon 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.

         

         

        
          
            
            

          

          
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        Section
          112.          Benefits of
          Indenture.

         

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

         

        Section
          113.          Governing
          Law.

         

        This
          Indenture (including any Guarantee
          with respect to any Securities), the Securities and any Coupons shall be
          governed by and construed in accordance with the laws of the State of New
          York
          applicable to agreements made or instruments entered into and, in each
          case,
          performed in said state.

         

        Section
          114.          Business
          Days.

         

        Unless
          otherwise specified in or
          pursuant to this Indenture or any Securities, in any case where any Interest
          Payment Date, Stated Maturity or Maturity of any Security shall not be
          a
          Business Day at any Place of Payment, then (notwithstanding any other provision
          of this Indenture, any Security or any Coupon other than a provision in
          any
          Security or Coupon that specifically states that such provision shall apply
          in
          lieu hereof) payment need not be made at such Place of Payment on such
          date but
          such payment may be made on the next succeeding day that is a Business
          Day at
          such Place of Payment with the same force and effect as if made on the
          Interest
          Payment Date or at the Stated Maturity or Maturity, and no interest shall
          accrue
          on the amount payable on such date or at such time for the period from
          and after
          such Interest Payment Date, Stated Maturity or Maturity, as the case may
          be, to
          the next succeeding Business Day.

         

        Section
          115.          Counterparts.

         

        This
          Indenture may be executed in
          several counterparts, each of which shall be an original and all of which
          shall
          constitute but one and the same instrument.

         

        Section
          116.          Judgment
          Currency.

         

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

         

         

        
          
            
            

          

          
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        ARTICLE
          TWO

        SECURITIES
          FORMS

         

        Section
          201.          Forms
          Generally.

         

        Each
          Registered Security, Bearer
          Security, Coupon and temporary or permanent global Security issued pursuant
          to
          this Indenture shall be in the form established by or pursuant to a Board
          Resolution or in one or more indentures supplemental hereto, shall have
          such
          appropriate insertions, omissions, substitutions and other variations as
          are
          required or permitted by or pursuant to this Indenture or any indenture
          supplemental hereto and may have such letters, numbers or other marks of
          identification and such legends or endorsements placed thereon as may,
          consistently herewith, be determined by the Officers executing such Security
          or
          Coupon as evidenced by their execution of such Security or Coupon.

         

        Unless
          otherwise provided in or
          pursuant to this Indenture or any Securities, the Securities shall be issuable
          in registered form without Coupons.

         

        Definitive
          Securities and definitive
          Coupons shall be printed, lithographed or engraved or produced by any
          combination of these methods on a steel engraved border or steel engraved
          borders or may be produced in any other manner, all as determined by the
          Officers executing such Securities or Coupons, as evidenced by their execution
          of such Securities or Coupons.

         

        Section
          202.          Form of
          Trustee’s Certificate of Authentication.

         

        Subject
          to Section 612, the
          Trustee’s certificate of authentication shall be in substantially the following
          form:

         

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

         

        
          	 	
                  The
                    Bank of New York Trust Company, N.A.,

                	 
	 	
                  as
                    Trustee

                
	 
	
                  By

                	 	 
	 	
                  Authorized
                    Officer

                


        

        


        Section
          203.          Securities
          in Global Form.

         

        Unless
          otherwise provided in or
          pursuant to this Indenture or any Securities, the Securities shall be issuable
          in global form.  If Securities of a series shall be issuable in
          temporary or permanent global form, any such Security may provide that
          it or any
          number of such Securities shall represent the aggregate amount of all
          Outstanding Securities of such series (or such lesser amount as is permitted
          by
          the terms thereof) from time to time endorsed thereon and may also provide
          that
          the aggregate amount of Outstanding Securities represented thereby may
          from time
          to time be increased or reduced to reflect exchanges.  Any endorsement
          of any Security in global form to reflect the amount, or any increase or
          decrease in the amount, or changes in the rights of Holders, of Outstanding
          Securities represented thereby shall be made in such manner and by such
          Person
          or Persons as shall be specified therein or in the Company Order to be
          delivered
          pursuant to Section 303 or 304 with respect thereto.  Subject to
          the provisions of Section 303 and, if applicable, Section 304, the
          Trustee shall deliver and redeliver any Security in permanent global form
          in the
          manner and upon instructions given by the Person or Persons specified therein
          or
          in the applicable Company Order.  If a Company Order pursuant to
          Section 303 or 304 has been, or simultaneously is, delivered, any
          instructions by the Company with respect to a Security in global form shall
          be
          in writing but need not be accompanied by or contained in an Officers’
Certificate and need not be accompanied by an Opinion of Counsel.

         

         

        
          
            
            

          

          
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        Notwithstanding
          the provisions of
          Section 307, unless otherwise specified in or pursuant to this Indenture or
          any Securities, payment of principal of, any premium and interest on, and
          any
          Additional Amounts in respect of any Security in temporary or permanent
          global
          form shall be made to the Person or Persons specified therein.

         

        Notwithstanding
          the provisions of
          Section 308 and except as provided in the preceding paragraph, the Company,
          Guarantor, the Trustee and any agent of the Company, Guarantor and the
          Trustee
          shall treat as the Holder of such principal amount of Outstanding Securities
          represented by a global Security (i) in the case of a global Security in
          registered form, the Holder of such global Security in registered form,
          or
          (ii) in the case of a global Security in bearer form, the Person or Persons
          specified pursuant to Section 301.

         

        ARTICLE
          THREE

        THE
          SECURITIES

         

        Section
          301.          Amount
          Unlimited; Issuable in Series.

         

        The
          aggregate principal amount of
          Securities which may be authenticated and delivered under this Indenture
          is
          unlimited.  The Securities may be issued in one or more
          series.

         

        With
          respect to any Securities to be
          authenticated and delivered hereunder, there shall be established in or
          pursuant
          to a Board Resolution and set forth in an Officers’ Certificate, or established
          in one or more indentures supplemental hereto prior to the issuance of
          any
          Securities of a series,

         

        (1)           the
          title of such Securities and the series in which such Securities shall
          be
          included;

         

        (2)           any
          limit upon the aggregate principal amount of the Securities of such title
          or the
          Securities of such series which may be authenticated and delivered under
          this
          Indenture (except for Securities authenticated and delivered upon registration
          or transfer of, or in exchange for, or in lieu of, other Securities of
          such
          series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in
          part of any Registered Security of such series pursuant to Article Thirteen,
          upon surrender in part of any Registered Security for conversion or exchange
          into Common Stock or other securities pursuant to its terms, or pursuant
          to the
          terms of such Securities);

         

         

        
          
            
            

          

          
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        (3)           if
          such Securities are to be issuable as Registered Securities, as Bearer
          Securities or alternatively as Bearer Securities and Registered Securities,
          and
          whether the Bearer Securities are to be issuable with Coupons, without
          Coupons
          or both, and any restrictions applicable to the offer, sale or delivery
          of the
          Bearer Securities and the terms, if any, upon which Bearer Securities may
          be
          exchanged for Registered Securities and vice versa;

         

        (4)           if
          any of such Securities are to be issuable in global form, when any of such
          Securities are to be issuable in global form and (i) whether such
          Securities are to be issued in temporary or permanent global form or both,
          (ii) whether beneficial owners of interests in any such global Security may
          exchange such interests for Securities of the same series and of like tenor
          and
          of any authorized form and denomination, and the circumstances under which
          any
          such exchanges may occur, if other than in the manner specified in
          Section 305, and (iii) the name of the Depository, as the case may be,
          with respect to any global Security;

         

        (5)           if
          any of such Securities are to be issuable as Bearer Securities or in global
          form, the date as of which any such Bearer Security or global Security
          shall be
          dated (if other than the date of original issuance of the first of such
          Securities to be issued);

         

        (6)           if
          any of such Securities are to be issuable as Bearer Securities, whether
          interest
          in respect of any portion of a temporary Bearer Security in global form
          payable
          in respect of an Interest Payment Date therefor prior to the exchange,
          if any,
          of such temporary Bearer Security for definitive Securities 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;

         

        (7)           the
          date or dates; or the method or methods, if any, by which such date or
          dates
          shall be determined, on which the principal of such Securities is
          payable;

         

        (8)           the
          rate or rates at which such Securities shall bear interest, if any, or
          the
          method or methods, if any, by which such rate or rates are to be determined,
          the
          date or dates, if any, from which such interest shall accrue or the method
          or
          methods, if any, by which such date or dates are to be determined, the
          Interest
          Payment Dates, if any, on which such interest shall be payable and the
          Regular
          Record Date, if any, for the interest payable on Registered Securities
          on any
          Interest Payment Date, under what circumstances, if any, Additional Amounts
          on
          such Securities or any of them shall be payable, the notice, if any, to
          Holders
          regarding the determination of interest on a floating rate Security and
          the
          manner of giving such notice, and the basis upon which interest shall be
          calculated if other than that of a 360-day year of twelve 30-day
          months;

         

        (9)           if
          in addition to or other than the Borough of Manhattan, The City of New
          York, the
          place or places where the principal of, any premium and interest on or
          any
          Additional Amounts with respect to such Securities shall be payable, any
          of such
          Securities that are Registered Securities may be surrendered for registration
          of
          transfer or exchange, any of such Securities may be surrendered for conversion
          or exchange and notices or demands to or upon the Company in respect of
          such
          Securities and this Indenture may be served, the extent to which, or the
          manner
          in which, any interest payment or Additional Amounts on a global Security
          on an
          Interest Payment Date will be paid and the manner in which any principal
          of or
          premium, if any, on any global Security will be paid;

         

         

        
          
            
            

          

          
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        (10)           whether
          any of such Securities are to be redeemable at the option of the Company
          and, if
          so, the date or dates on which, the period or periods within which, the
          price or
          prices at which and the other terms and conditions upon which such Securities
          may be redeemed, in whole or in part, at the option of the Company;

         

        (11)           if
          the Company is obligated to redeem or purchase any of such Securities pursuant
          to any sinking fund or analogous provision or at the option of any Holder
          thereof and, if so, the date or dates on which, the period or periods within
          which, the price or prices at which and the other terms and conditions
          upon
          which such Securities shall be redeemed or purchased, in whole or in part,
          pursuant to such obligation, and any provisions for the remarketing of
          such
          Securities so redeemed or purchased;

         

        (12)           the
          denominations in which any of such Securities that are Registered Securities
          shall be issuable if other than denominations of $2,000 and integral multiples
          of $1,000 in excess thereof, and the denominations in which any of such
          Securities that are Bearer Securities shall be issuable if other than the
          denomination of $5,000;

         

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

         

        (14)           if
          other than the principal amount thereof, the portion of the principal amount
          of
          any of such Securities that shall be payable upon declaration of acceleration
          of
          the Maturity thereof pursuant to Section 502 or the method by which such
          portion is to be determined;

         

        (15)           if
          other than Dollars, the Foreign Currency in which payment of the principal
          of,
          any premium or interest on or any Additional Amounts with respect to any
          of such
          Securities shall be payable;

         

        (16)           if
          the principal of, any premium or interest on or any Additional Amounts
          with
          respect to any of such Securities are to be payable, at the election of
          the
          Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency
          other than that in which such Securities are stated to be payable, the
          date or
          dates on which, the period or periods within which, and the other terms
          and
          conditions upon which, such election may be made, and the time and manner
          of
          determining the exchange rate between the Currency in which such Securities
          are
          stated to be payable and the Currency in which such Securities or any of
          them
          are to be paid pursuant to such election, and any deletions from or
          modifications of or additions to the terms of this Indenture to provide
          for or
          to facilitate the issuance of Securities denominated or payable, at the
          election
          of the Company or a Holder thereof or otherwise, in a Foreign
          Currency;

         

         

         

        
          
            
            

          

          
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        (17)           whether
          the amount of payments of principal of, any premium or interest on or any
          Additional Amounts with respect to such Securities may be determined with
          reference to an index, formula or other method or methods (which index,
          formula
          or method or methods may be based, without limitation, on one or more
          Currencies, commodities, equity indices or other indices), and, if so,
          the terms
          and conditions upon which and the manner in which such amounts shall be
          determined and paid or payable;

         

        (18)           any
          deletions from, modifications of or additions to the Events of Default
          or
          covenants of the Company with respect to any of such Securities, whether
          or not
          such Events of Default or covenants are consistent with the Events of Default
          or
          covenants set forth herein;

         

        (19)           if
          either or both of Section 402(2) relating to defeasance or
          Section 402(3) relating to covenant defeasance shall not be applicable to
          the Securities of such series, or any covenants in addition to those specified
          in Section 402(3) relating to the Securities of such series which shall be
          subject to covenant defeasance, and any deletions from, or modifications
          or
          additions to, the provisions of Article Four in respect of the Securities
          of
          such series;

         

        (20)           if
          any of such Securities are to be issuable upon the exercise of warrants,
          and the
          time, manner and place for such Securities to be authenticated and
          delivered;

         

        (21)           if
          any of such Securities are to be issuable in global form and are to be
          issuable
          in definitive form (whether upon original issue or upon exchange of a temporary
          Security) only upon receipt of certain certificates or other documents
          or
          satisfaction of other conditions, then the form and terms of such certificates,
          documents or conditions;

         

        (22)           if
          there is more than one Trustee, the identity of the Trustee and, if not
          the
          Trustee, the identity of each Security Registrar, Paying Agent or Authenticating
          Agent with respect to such Securities;

         

        (23)           if
          such Securities are to be secured, the description of the collateral securing
          such Securities;

         

        (24)           if
          such Securities are to be guaranteed by Guarantor, the terms and conditions,
          if
          any, of such Guarantee; and

         

        (25)           any
          other terms of such Securities and any deletions from or modifications
          or
          additions to this Indenture in respect of such Securities.

         

         

        
          
            
            

          

          
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        All
          Securities of any one series and
          all Coupons, if any, appertaining to Bearer Securities of such series shall
          be
          substantially identical except as to Currency of payments due thereunder,
          denomination and the rate of interest, or method of determining the rate
          of
          interest, if any, Maturity, and the date from which interest, if any, shall
          accrue and except as may otherwise be provided by the Company in or pursuant
          to
          the Board Resolution and set forth in the Officers’ Certificate or in any
          indenture or indentures supplemental hereto pertaining to such series of
          Securities.  The terms of the Securities of any series may provide,
          without limitation, that the Securities shall be authenticated and delivered
          by
          the Trustee on original issue from time to time upon telephonic or written
          order
          of persons designated in the Officers’ Certificate or supplemental indenture
          (telephonic instructions to be promptly confirmed in writing by such person)
          and
          that such persons are authorized to determine, consistent with such Officers’
Certificate or any applicable supplemental indenture, such terms and conditions
          of the Securities of such series as are specified in such Officers’ Certificate
          or supplemental indenture.  All Securities of any one series need not
          be issued at the same time and, unless otherwise so provided by the Company,
          a
          series may be reopened for issuances of additional Securities of such series
          or
          to establish additional terms of such series of Securities.

         

        If
          any of the terms of the Securities
          of any series shall be established by action taken by or pursuant to a
          Board
          Resolution, the Board Resolution shall be delivered to the Trustee at or
          prior
          to the delivery of the Officers’ Certificate setting forth the terms of such
          series.

         

        Section
          302.          Currency;
          Denominations.

         

        Unless
          otherwise provided in or
          pursuant to this Indenture, the principal of, any premium and interest
          on and
          any Additional Amounts with respect to the Securities shall be payable
          in
          Dollars.  Unless otherwise provided in or pursuant to this Indenture,
          Registered Securities denominated in Dollars shall be issuable in registered
          form without Coupons in denominations of $2,000 and integral multiples
          of $1,000
          in excess thereof, and Bearer Securities denominated in Dollars shall be
          issuable in the denomination of $5,000.  Securities not denominated in
          Dollars shall be issuable in such denominations as are established with
          respect
          to such Securities in or pursuant to this Indenture.

         

        Section
          303.          Execution,
          Authentication, Delivery and Dating.

         

        Securities
          shall be executed on behalf
          of the Company by any Officer or by any other individual authorized to
          do so in
          or pursuant to the Board Resolution establishing such
          Securities.  Coupons shall be executed on behalf of the Company by any
          Officer or by one of the Assistant Corporate Secretaries of the
          Company.  The signature of any of these officers on the Securities or
          any Coupons appertaining thereto may be manual or facsimile.

         

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

         

        At
          any time and from time to time after
          the execution and delivery of this Indenture, the Company may deliver
          Securities, together with any Coupons appertaining thereto, executed by
          the
          Company, to the Trustee for authentication and, provided that the Board
          Resolution and Officers’ Certificate or supplemental indenture or indentures
          with respect to such Securities referred to in Section 201 or 301 and a
          Company Order for the authentication and delivery of such Securities have
          been
          delivered to the Trustee, the Trustee in accordance with the Company Order
          and
          subject to the provisions hereof and of such Securities shall authenticate
          and
          deliver such Securities.  In authenticating such Securities, and
          accepting the additional responsibilities under this Indenture in relation
          to
          such Securities and any Coupons appertaining thereto, the Trustee shall
          be
          entitled to receive, and (subject to Sections 315(a) through 315(d) of
          the Trust
          Indenture Act) shall be fully protected in relying upon,

         

         

        
          
            
            

          

          
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        (1)           an
          Opinion of Counsel to the effect that:

         

        (a)           the
          form or forms and terms of such Securities and Coupons, if any, have been
          established in conformity with the provisions of this Indenture;
          and

         

        (b)           all
          conditions precedent to the authentication and delivery of such Securities
          and
          Coupons, if any, appertaining thereto have been complied with and that
          such
          Securities and Coupons, when completed by appropriate insertions, executed
          by a
          duly authorized Officer, delivered by a duly authorized Officer to the
          Trustee
          for authentication pursuant to this Indenture, and 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
          binding obligations of the Company, enforceable against the Company in
          accordance with their 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 except further as enforcement thereof may be limited by
          (A) requirements that a claim with respect to any Securities denominated
          other than in United States dollars (or a Foreign Currency or Judgment
          Currency
          in respect of such claim) be converted into United States dollars at a
          rate of
          exchange prevailing on a date determined pursuant to applicable law or
          (B) governmental authority to limit, delay or prohibit the making of
          payments in Foreign Currency or payments outside the United States;
          and

         

        (2)           an
          Officers’ Certificate stating that, to the best knowledge of the Persons
          executing such certificate, no event which is, or after notice or lapse
          of time
          would become, an Event of Default with respect to any of the Securities
          shall
          have occurred and be continuing.

         

        If
          all the Securities of any series are
          not to be issued at one time, it shall not be necessary to deliver an Opinion
          of
          Counsel at the time of issuance of each Security, but such opinion, with
          such
          modifications as counsel shall deem appropriate, shall be delivered at
          or before
          the time of issuance of the first Security of such series.  After any
          such first delivery, any separate request by the Company that the Trustee
          authenticate Securities of such series for original issue will be deemed
          to be a
          certification by the Company that all conditions precedent provided for
          in this
          Indenture relating to authentication and delivery of such Securities continue
          to
          have been complied with.

         

        The
          Trustee shall not be required to
          authenticate or to cause an Authenticating Agent to authenticate any Securities
          if the issue of such Securities pursuant to this Indenture will affect
          the
          Trustee’s own rights, duties or immunities under the Securities and this
          Indenture or otherwise in a manner which is not reasonably acceptable to
          the
          Trustee or if the Trustee, being advised by counsel, determines that such
          action
          may not lawfully be taken.

         

         

        
          
            
            

          

          
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        Each
          Registered Security shall be dated
          the date of its authentication.  Each Bearer Security and any Bearer
          Security in global form shall be dated as of the date specified in or pursuant
          to this Indenture.  No Security or Coupon appertaining thereto shall
          be entitled to any benefit under this Indenture or be valid or obligatory
          for
          any purpose, unless there appears on such Security a certificate of
          authentication substantially in the form provided for in Section 202 or 612
          executed by or on behalf of the Trustee or by the Authenticating Agent
          by the
          manual signature of one of its authorized officers.  Such certificate
          upon any Security shall be conclusive evidence, and the only evidence,
          that such
          Security has been duly authenticated and delivered hereunder.  Except
          as permitted by Section 306 or 307, the Trustee shall not authenticate and
          deliver any Bearer Security unless all Coupons appertaining thereto then
          matured
          have been detached and cancelled.

         

        Section
          304.          Temporary
          Securities.

         

        Pending
          the preparation of definitive
          Securities, the Company may execute and deliver to the Trustee and, upon
          Company
          Order, the Trustee shall authenticate and deliver, in the manner provided
          in
          Section 303, temporary Securities in lieu thereof which are printed,
          lithographed, typewritten, mimeographed or otherwise produced, in any authorized
          denomination, substantially of the tenor of the definitive Securities in
          lieu of
          which they are issued, in registered form or, if authorized in or pursuant
          to
          this Indenture, in bearer form with one or more Coupons or without Coupons
          and
          with such appropriate insertions, omissions, substitutions and other variations
          as the Officer executing such Securities may determine, as conclusively
          evidenced by such Officer’s execution of such Securities.  Such
          temporary Securities may be in global form.

         

        Except
          in the case of temporary
          Securities in global form, which shall be exchanged in accordance with
          the
          provisions thereof, if temporary Securities are issued, the Company shall
          cause
          definitive Securities to be prepared without unreasonable
          delay.  After the preparation of definitive Securities of the same
          series and containing terms and provisions that are identical to those
          of any
          temporary Securities, such temporary Securities shall be exchangeable for
          such
          definitive Securities upon surrender of such temporary Securities at an
          Office
          or Agency for such Securities, without charge to any Holder
          thereof.  Upon surrender for cancellation of any one or more temporary
          Securities (accompanied by any unmatured Coupons appertaining thereto),
          the
          Company shall execute and the Trustee shall authenticate and deliver in
          exchange
          therefor a like principal amount of definitive Securities of authorized
          denominations of the same series and containing identical terms and provisions;
          provided, however, that no definitive Bearer Security, except as provided
          in or
          pursuant to this Indenture, shall be delivered in exchange for a temporary
          Registered Security; and provided, further, that a definitive Bearer Security
          shall be delivered in exchange for a temporary Bearer Security only in
          compliance with the conditions set forth in or pursuant to this Indenture.
          Unless otherwise provided in or pursuant to this Indenture with respect
          to a
          temporary global Security, until so exchanged the temporary Securities
          of any
          series shall in all respects be entitled to the same benefits under this
          Indenture as definitive Securities of such series.

         

         

        
          
            
            

          

          
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        Section
          305.          Registration,
          Transfer and Exchange.

         

        With
          respect to the Registered
          Securities of each series, if any, the Company shall cause to be kept a
          register
          (each such register being herein sometimes referred to as the “Security
          Register”) at an Office or Agency for such series in which, subject to such
          reasonable regulations as it may prescribe, the Company shall provide for
          the
          registration of the Registered Securities of such series and of transfers
          of the
          Registered Securities of such series.  Such Office or Agency shall be
          the “Security Registrar” for that series of Securities.  Unless
          otherwise specified in or pursuant to this Indenture or the Securities,
          the
          Trustee shall be the initial Security Registrar for each series of
          Securities.  The Company shall have the right to remove and replace
          from time to time the Security Registrar for any series of Securities;
          provided
          that no such removal or replacement shall be effective until a successor
          Security Registrar with respect to such series of Securities shall have
          been
          appointed by the Company and shall have accepted such appointment.  In
          the event that the Trustee shall not be or shall cease to be Security Registrar
          with respect to a series of Securities, it shall have the right to examine
          the
          Security Register for such series at all reasonable times.  There
          shall be only one Security Register for each series of Securities.

         

        Upon
          surrender for registration of
          transfer of any Registered Security of any series at any Office or Agency
          for
          such series, the Company shall execute, and the Trustee shall authenticate
          and
          deliver, in the name of the designated transferee or transferees, one or
          more
          new Registered Securities of the same series denominated as authorized
          in or
          pursuant to this Indenture, of a like aggregate principal amount bearing
          a
          number not contemporaneously outstanding and containing identical terms
          and
          provisions.

         

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

         

        If
          provided in or pursuant to this
          Indenture, with respect to Securities of any series, at the option of the
          Holder, Bearer Securities of such series may be exchanged for Registered
          Securities of such series containing identical terms, denominated as authorized
          in or pursuant to this Indenture and in the same aggregate principal amount,
          upon surrender of the Bearer Securities to be exchanged at any Office or
          Agency
          for such series, with all unmatured Coupons and all matured Coupons in
          default
          thereto appertaining.  If the Holder of a Bearer Security is unable to
          produce any such unmatured Coupon or Coupons or matured Coupon or Coupons
          in
          default, such exchange may be effected if the Bearer Securities are accompanied
          by payment in funds acceptable to the Company and the Trustee in an amount
          equal
          to the face amount of such missing Coupon or Coupons, or the surrender
          of such
          missing Coupon or Coupons may be waived by the Company and the Trustee
          if there
          is furnished to them such security or indemnity as they may require to
          save each
          of them and any Paying Agent harmless.  If thereafter the Holder of
          such Bearer Security shall surrender to 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 1002, interest represented by Coupons
          shall be payable only upon presentation and surrender of those Coupons
          at an
          Office or Agency for such series located outside the United
          States.  Notwithstanding the foregoing, in case a Bearer Security of
          any series is surrendered at any such Office or Agency for such series
          in
          exchange for a Registered Security of such series and like tenor after
          the close
          of business at such Office or Agency on (i) any Regular Record Date and
          before the opening of business at such Office or Agency on the relevant
          Interest
          Payment Date, or (ii) any Special Record Date and before the opening of
          business at such Office or Agency on the related date for payment of Defaulted
          Interest, such Bearer Security shall be surrendered without the Coupon
          relating
          to such Interest Payment Date or proposed date of payment, as the case
          may be
          (or, if such Coupon is so surrendered with such Bearer Security, such Coupon
          shall be returned to the Person so surrendering the Bearer Security), and
          interest or Defaulted Interest, as the case may be, shall not be payable
          on such
          Interest Payment Date or proposed date for payment, as the case may be,
          in
          respect of the Registered Security issued in exchange for such Bearer Security,
          but shall be payable only to the Holder of such Coupon when due in accordance
          with the provisions of this Indenture.

         

         

        
          
            
            

          

          
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        If
          provided in or pursuant to this
          Indenture with respect to Securities of any series, at the option of the
          Holder,
          Registered Securities of such series may be exchanged for Bearer Securities
          upon
          such terms and conditions as may be provided in or pursuant to this Indenture
          with respect to such series.

         

        Whenever
          any Securities are surrendered
          for exchange as contemplated by the immediately preceding two paragraphs,
          the
          Company shall execute, and the Trustee shall authenticate and deliver,
          the
          Securities which the Holder making the exchange is entitled to
          receive.

         

        Notwithstanding
          the foregoing, except
          as otherwise provided in or pursuant to this Indenture, any global Security
          shall be exchangeable for definitive Securities only if (i) the Depository
          is at any time unwilling, unable or ineligible to continue as Depository
          and a
          successor depository is not appointed by the Company within 90 days of
          the date
          the Company is so informed in writing, (ii) the Company executes and
          delivers to the Trustee a Company Order to the effect that such global
          Security
          shall be so exchangeable, or (iii) an Event of Default has occurred and is
          continuing with respect to the Securities.  If the beneficial owners
          of interests in a global Security are entitled to exchange such interests
          for
          definitive Securities as the result of an event described in clause (i),
          (ii) or
          (iii) of the preceding sentence, then without unnecessary delay but in
          any event
          not later than the earliest date on which such interests may be so exchanged,
          the Company shall deliver to the Trustee definitive Securities in such
          form and
          denominations as are required by or pursuant to this Indenture, and of
          the same
          series, containing identical terms and in aggregate principal amount equal
          to
          the principal amount of such global Security, executed by the
          Company.  On or after the earliest date on which such interests may be
          so exchanged, such global Security shall be surrendered from time to time
          by the
          Depository as shall be specified in the Company Order with respect thereto,
          and
          in accordance with instructions given to the Trustee and the Depository
          (which
          instructions shall be in writing but need not be contained in or accompanied
          by
          an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall
          be specified in the Company Order with respect thereto to the Trustee,
          as the
          Company’s agent for such purpose, to be exchanged, in whole or in part, for
          definitive Securities as described above without charge. The Trustee shall
          authenticate and make available for delivery, in exchange for each portion
          of
          such surrendered global Security, a like aggregate principal amount of
          definitive Securities of the same series of authorized denominations and
          of like
          tenor as the portion of such global Security to be exchanged, which (unless
          such
          Securities are not issuable both as Bearer Securities and as Registered
          Securities, in which case the definitive Securities exchanged for the global
          Security shall be issuable only in the form in which the Securities are
          issuable, as provided in or pursuant to this Indenture) shall be in the
          form of
          Bearer Securities or Registered Securities, or any combination thereof,
          as shall
          be specified by the beneficial owner thereof, but subject to the satisfaction
          of
          any certification or other requirements to the issuance of Bearer Securities;
          provided, however, that no such exchanges may occur during a period beginning
          at
          the opening of business 15 days before any selection of Securities of the
          same
          series to be redeemed and ending on the relevant Redemption Date; and provided
          further that (unless otherwise provided in or pursuant to this Indenture)
          no
          Bearer Security delivered in exchange for a portion of a global Security
          shall
          be mailed or otherwise delivered to any location in the United
          States.  Promptly following any such exchange in part, such global
          Security shall be returned by the Trustee to such Depository or such other
          Depository referred to above in accordance with the instructions of the
          Company
          referred to above.  If a Registered Security is issued in exchange for
          any portion of a global Security after the close of business at the Office
          or
          Agency for such Security where such exchange occurs on or after (i) any
          Regular Record Date for such Security and before the opening of business
          at such
          Office or Agency on the next Interest Payment Date, or (ii) any Special
          Record Date for such Security and before the opening of business at such
          Office
          or Agency on the related proposed date for payment of interest or Defaulted
          Interest, as the case may be, interest shall not be payable on such Interest
          Payment Date or proposed date for payment, as the case may be, in respect
          of
          such Registered Security, but shall be payable on such Interest Payment
          Date or
          proposed date for payment, as the case may be, only to the Person to whom
          interest in respect of such portion of such global Security shall be payable
          in
          accordance with the provisions of this Indenture.

         

         

        
          
            
            

          

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

         

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

         

        No
          service charge shall be made for any
          registration of transfer or exchange, or redemption of Securities, but
          the
          Company may require payment of a sum sufficient to cover any tax or other
          governmental charge and any other expenses (including fees and expenses
          of the
          Trustee) that may be imposed in connection with any registration of transfer
          or
          exchange of Securities, other than exchanges pursuant to Section 304, 905
          or 1107, upon repayment in part of any Registered Security pursuant to
          Article
          Thirteen, or upon surrender in part of any Registered Security for conversion
          or
          exchange into Common Stock or other securities pursuant to its terms, in
          each
          case not involving any transfer.

         

         

        
          
            
            

          

          
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        Except
          as otherwise provided in or
          pursuant to this Indenture, the Company shall not be required (i) to issue,
          register the transfer of or exchange any Securities during a period beginning
          at
          the opening of business 15 days before the day of the selection for redemption
          of Securities of like tenor and the same series under Section 1103 and
          ending at the close of business on the day of such selection, or (ii) to
          register the transfer of or exchange any Registered Security so selected
          for
          redemption in whole or in part, except in the case of any Security to be
          redeemed in part, the portion thereof not to be redeemed, or (iii) to
          exchange any Bearer Security so selected for redemption except, to the
          extent
          provided with respect to such Bearer Security, that such Bearer Security
          may be
          exchanged for a Registered Security of like tenor and the same series,
          provided
          that such Registered Security shall be immediately surrendered for redemption
          with written instruction for payment consistent with the provisions of
          this
          Indenture or (iv) to issue, register the transfer of or exchange any
          Security which, in accordance with its terms, has been surrendered for
          repayment
          at the option of the Holder, except the portion, if any, of such Security
          not to
          be so repaid.

         

        Section
          306.          Mutilated,
          Destroyed, Lost and Stolen Securities.

         

        If
          any mutilated Security or a Security
          with a mutilated Coupon appertaining to it is surrendered to the Trustee,
          subject to the provisions of this Section 306, the Company shall execute
          and the Trustee shall authenticate and deliver in exchange therefor a new
          Security of the same series containing identical terms and of like principal
          amount and bearing a number not contemporaneously outstanding, with Coupons
          appertaining thereto corresponding to the Coupons, if any, appertaining
          to the
          surrendered Security.

         

        If
          there be delivered to the Company
          and to the Trustee (i) evidence to their satisfaction of the destruction,
          loss or theft of any Security or Coupon, and (ii) such security or
          indemnity as may be required by them to save each of them and any agent
          of
          either of them harmless, then, in the absence of notice to the Company
          or the
          Trustee that such Security or Coupon has been acquired by a bona fide purchaser,
          the Company shall execute and, upon the Company’s request the Trustee shall
          authenticate and deliver, in exchange for or in lieu of any such mutilated,
          destroyed, lost or stolen Security or in exchange for the Security to which
          a
          destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
          not
          destroyed, lost or stolen, a new Security of the same series containing
          identical terms and of like principal amount and bearing a number not
          contemporaneously outstanding, with Coupons corresponding to the Coupons,
          if
          any, appertaining to such destroyed, lost or stolen Security or to the
          Security
          to which such destroyed, lost or stolen Coupon appertains.

         

        Notwithstanding
          the foregoing
          provisions of this Section 306, in case any mutilated, destroyed, lost or
          stolen Security or Coupon has become or is about to become due and payable,
          the
          Company in its discretion may, instead of issuing a new Security, pay such
          Security or Coupon; provided, however, that payment of principal of, any
          premium
          or interest on or any Additional Amounts with respect to any Bearer Securities
          shall, except as otherwise provided in Section 1002, be payable only at an
          Office or Agency for such Securities located outside the United States
          and,
          unless otherwise provided in or pursuant to this Indenture, any interest
          on
          Bearer Securities and any Additional Amounts with respect to such interest
          shall
          be payable only upon presentation and surrender of the Coupons appertaining
          thereto.

         

         

        
          
            
            

          

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

         

        Every
          new Security, with any Coupons
          appertaining thereto issued pursuant to this Section in lieu of any destroyed,
          lost or stolen Security, or in exchange for a Security to which a destroyed,
          lost or stolen Coupon appertains shall constitute a separate obligation
          of the
          Company, whether or not the destroyed, lost or stolen Security and Coupons
          appertaining thereto or the destroyed, lost or stolen Coupon shall be at
          any
          time enforceable by anyone, and shall be entitled to all the benefits of
          this
          Indenture equally and proportionately with any and all other Securities
          of such
          series and any Coupons, if any, duly issued hereunder.

         

        The
          provisions of this Section, as
          amended or supplemented pursuant to this Indenture with respect to particular
          Securities or generally, shall be exclusive and shall preclude (to the
          extent
          lawful) all other rights and remedies with respect to the replacement or
          payment
          of mutilated, destroyed, lost or stolen Securities or Coupons.

         

        Section
          307.          Payment of
          Interest and Certain Additional Amounts; Rights to Interest and Certain
          Additional Amounts Preserved.

         

        Unless
          otherwise provided in pursuant
          to this Indenture, any interest on and any Additional Amounts with respect
          to
          any Registered Security which shall be payable, and are punctually paid
          or duly
          provided for, on any Interest Payment Date shall be paid to the Person
          in whose
          name such Security (or one or more Predecessor Securities) is registered
          as of
          the close of business on the Regular Record Date for such
          interest.  Unless otherwise provided in or pursuant to this Indenture,
          in case a Bearer Security is surrendered in exchange for a Registered Security
          after the close of business at an Office or Agency for such Security on
          any
          Regular Record Date therefor and before the opening of business at such
          Office
          or Agency on the next succeeding Interest Payment Date therefor, such Bearer
          Security shall be surrendered without the Coupon relating to such Interest
          Payment Date and interest shall not be payable on such Interest Payment
          Date in
          respect of the Registered Security issued in exchange for such Bearer Security,
          but shall be payable only to the Holder of such Coupon when due in accordance
          with the provisions of this Indenture.

         

        Unless
          otherwise provided in or
          pursuant to this Indenture, any interest on and any Additional Amounts
          with
          respect to any Registered Security which shall be payable, but shall not
          be
          punctually paid or duly provided for, on any Interest Payment Date for
          such
          Registered Security (herein called “Defaulted Interest”) shall forthwith cease
          to be payable to the Holder thereof on the relevant Regular Record Date
          by
          virtue of having been such Holder; and such Defaulted Interest may be paid
          by
          the Company, at its election in each case, as provided in Clause (1) or
          (2)
          below:

         

         

        
          
            
            

          

          
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        (1)           The
          Company may elect to make payment of any Defaulted Interest to the Person
          in
          whose name such Registered Security (or a Predecessor Security thereof)
          shall be
          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 such Registered Security 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 on or prior to the date of
          the
          proposed payment, such money when so deposited to be held in trust for
          the
          benefit of the Person entitled to such Defaulted Interest as in this Clause
          provided.  Thereupon, the Company 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, which notice shall also specify to the Trustee such Special Record
          Date.  The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company shall cause
          notice of the proposed payment of such Defaulted Interest and the Special
          Record
          Date therefor to be mailed, first-class postage prepaid, to the Holder
          of such
          Registered Security (or a Predecessor Security thereof) at his address
          as it
          appears in the Security Register not less than 10 days prior to such Special
          Record Date.  The Trustee may, in its discretion, in the name and at
          the expense of the Company cause a similar notice to be published at least
          once
          in an Authorized Newspaper of general circulation in the Borough of Manhattan,
          The City of New York, but such publication shall not be a condition precedent
          to
          the establishment of such Special Record Date.  Notice of the proposed
          payment of such Defaulted Interest and the Special Record Date therefor
          having
          been mailed as aforesaid, such Defaulted Interest shall be paid to the
          Person in
          whose name such Registered Security (or a Predecessor Security thereof)
          shall be
          registered at the close of business on such Special Record Date and shall
          no
          longer be payable pursuant to the following clause (2).  In case
          a Bearer Security is surrendered at the Office or Agency for such Security
          in
          exchange for a Registered Security after the close of business at such
          Office or
          Agency on any Special Record Date and before the opening of business at
          such
          Office or Agency on the related proposed date for payment of Defaulted
          Interest,
          such Bearer Security shall be surrendered without the Coupon relating to
          such
          Defaulted Interest and Defaulted Interest shall not be payable on such
          proposed
          date of payment in respect of the Registered Security issued in exchange
          for
          such Bearer Security, but shall be payable only to the Holder of such Coupon
          when due in accordance with the provisions of this Indenture.

         

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

         

        Unless
          otherwise provided in or
          pursuant to this Indenture or the Securities of any particular series,
          at the
          option of the Company, interest on Registered Securities that bear interest
          may
          be paid by mailing a check to the address of the Person entitled thereto
          as such
          address shall appear in the Security Register or by transfer to an account
          maintained by the payee with a bank located in the United States.

         

         

        
          
            
            

          

          
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        Subject
          to the foregoing provisions of
          this Section and Section 305, each Security delivered under this Indenture
          upon registration of transfer of or in exchange for or in lieu of any other
          Security shall carry the rights to interest accrued and unpaid, and to
          accrue,
          which were carried by such other Security.

         

        Section
          308.          Persons
          Deemed Owners.

         

        Prior
          to due presentment of a
          Registered Security for registration of transfer, the Company, Guarantor,
          the
          Trustee and any agent of the Company, Guarantor or the Trustee may treat
          the
          Person in whose name such Registered Security is registered in the Security
          Register as the owner of such Registered Security for the purpose of receiving
          payment of principal of, any premium and (subject to Sections 305 and 307)
          interest on and any Additional Amounts with respect to such Registered
          Security
          and for all other purposes whatsoever, whether or not any payment with
          respect
          to such Registered Security shall be overdue, and neither the Company,
          Guarantor, the Trustee or any agent of the Company, Guarantor or the Trustee
          shall be affected by notice to the contrary.

         

        The
          Company, Guarantor, the Trustee and
          any agent of the Company, Guarantor or the Trustee may treat the bearer
          of any
          Bearer Security or the bearer of any Coupon as the absolute owner of such
          Security or Coupon for the purpose of receiving payment thereof or on account
          thereof and for all other purposes whatsoever, whether or not any payment
          with
          respect to such Security or Coupon shall be overdue, and neither the Company,
          Guarantor, the Trustee or any agent of the Company, Guarantor or the Trustee
          shall be affected by notice to the contrary.

         

        No
          holder of any beneficial interest in
          any global Security held on its behalf by or on behalf of a Depository
          shall
          have any rights under this Indenture with respect to such global Security,
          and
          such Depository may be treated by the Company, Guarantor, the Trustee,
          and any
          agent of the Company, Guarantor or the Trustee as the owner of such global
          Security for all purposes whatsoever.  None of the Company, Guarantor,
          the Trustee, any Paying Agent or the Security Registrar will have any
          responsibility or liability for any acts or omissions of the Depository,
          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,
          or for
          any other aspect of the relationship, including transfers of beneficial
          interests in a global Security, between the Depository and its participants
          or
          indirect participants, or the relationship between such participants or
          indirect
          participants of the Depository and any holder of any beneficial interests
          in any
          global Security held on its behalf by such participants or indirect
          participants.

         

        Section
          309.          Cancellation.

         

        All
          Securities and Coupons surrendered
          for payment, redemption, registration of transfer, exchange or conversion
          or for
          credit against any sinking fund payment shall, if surrendered to any Person
          other than the Trustee, be delivered to the Trustee, and any such Securities
          and
          Coupons, as well as Securities and Coupons surrendered directly to the
          Trustee
          for any such purpose, shall be cancelled promptly by the Trustee.  The
          Company may at any time deliver to the Trustee for cancellation any Securities
          previously authenticated and delivered hereunder which the Company may
          have
          acquired in any manner whatsoever, and all Securities so delivered shall
          be
          cancelled promptly by the Trustee.  No Securities shall be
          authenticated in lieu of or in exchange for any Securities cancelled as
          provided
          in this Section, except as expressly permitted by or pursuant to this
          Indenture.  All cancelled Securities and Coupons held by the Trustee
          shall be voided and disposed of by the Trustee in accordance with its then
          customary procedures and, upon the Company’s request, certification of their
          voidance and disposal shall be delivered to the Company, unless by a Company
          Order the Company directs their return to it.

         

         

        
          
            
            

          

          
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        Section
          310.          Computation
          of Interest.

         

        Except
          as otherwise provided in or
          pursuant to this Indenture or in the Securities of any series, interest
          on the
          Securities shall be computed on the basis of a 360-day year of twelve 30-day
          months.

         

        ARTICLE
          FOUR

        SATISFACTION
          AND DISCHARGE

         

        Section
          401.          Satisfaction
          and Discharge.

         

        Upon
          the direction of the Company by a
          Company Order, this Indenture and any applicable Guarantee shall cease
          to be of
          further effect with respect to any series of Securities specified in such
          Company Order and any Coupons appertaining thereto, and the Trustee, on
          receipt
          of a Company Order, at the expense of the Company, shall execute proper
          instruments acknowledging satisfaction and discharge of this Indenture
          and the
          Guarantee as to such series, when

         

        (1)           either

         

        (a)           all
          Securities of such series theretofore authenticated and delivered and all
          Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
          Securities of such series surrendered in exchange for Registered Securities
          of
          such series and maturing after such exchange whose surrender is not required
          or
          has been waived as provided in Section 305, (ii) Securities and
          Coupons of such series which have been destroyed, lost or stolen and which
          have
          been replaced or paid as provided in Section 306, (iii) Coupons
          appertaining to Securities of such series called for redemption and maturing
          after the relevant Redemption Date whose surrender has been waived as provided
          in Section 1106, and (iv) Securities and Coupons of such series for
          whose payment money has theretofore been deposited in trust or segregated
          and
          held in trust by the Company and thereafter repaid to the Company or discharged
          from such trust, as provided in Section 1003) have been delivered to the
          Trustee for cancellation; or

         

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

         

        (i)           have
          become due and payable, or

         

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

         

         

        
          
            
            

          

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

         

        and
          the
          Company, in the case of (i), (ii) or (iii) above, has deposited or caused
          to be
          deposited with the Trustee as trust funds in trust for such purpose, money
          in
          the Currency in which such Securities are payable in an amount sufficient
          to pay
          and discharge the entire indebtedness on such Securities and any Coupons
          appertaining thereto not theretofore delivered to the Trustee for cancellation,
          including the principal of, any premium and interest on, and, to the extent
          that
          the Securities of such series provide for the payment of Additional Amounts
          thereon and the amount of any such Additional Amounts is at the time of
          deposit
          reasonably determinable by the Company (in the exercise by the Company
          of its
          sole and absolute discretion), any Additional Amounts with respect to,
          such
          Securities and any Coupons appertaining thereto, to the date of such deposit
          (in
          the case of Securities, which have become due and payable) or to the Maturity
          thereof, as the case may be;

         

        (2)           the
          Company has paid or caused to be paid all other sums payable hereunder
          by the
          Company with respect to the Outstanding Securities of such series and any
          Coupons appertaining thereto; and

         

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

         

        In
          the event there are Securities of
          two or more series hereunder, the Trustee shall be required to execute
          an
          instrument acknowledging satisfaction and discharge of this Indenture (including
          any applicable Guarantee) only if requested to do so with respect to Securities
          of such series as to which it is Trustee and if the other conditions thereto
          are
          met.

         

        Notwithstanding
          the satisfaction and
          discharge of this Indenture (including any applicable Guarantee) with respect
          to
          any series of Securities, the obligations of the Company to the Trustee
          under
          Section 607 and, if money shall have been deposited with the Trustee
          pursuant to subclause (b) of clause (1) of this Section, the obligations
          of the
          Trustee under Sections 305, 306, 403 and the last paragraph of Section 1003
          shall survive.

         

        Section
          402.          Defeasance
          and Covenant Defeasance.

         

        (1)           Unless,
          pursuant to Section 301, either or both of (i) defeasance of the
          Securities of or within a series under clause (2) of this Section 402 or
          (ii) covenant defeasance of the Securities of or within a series under
          clause (3) of this Section 402 shall not be applicable with respect to the
          Securities of such series, then such provisions, together with the other
          provisions of this Section 402 (with such modifications thereto as may be
          specified pursuant to Section 301 with respect to any Securities), shall be
          applicable to such Securities and any Coupons appertaining thereto, and
          the
          Company may at its option by Board Resolution, at any time, with respect
          to such
          Securities and any Coupons appertaining thereto, elect to have
          Section 402(2) or Section 402(3) be applied to such Outstanding
          Securities and any Coupons appertaining thereto upon compliance with the
          conditions set forth below in this Section 402.

         

         

        
          
            
            

          

          
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        (2)           Upon
          the Company’s exercise of the above option applicable to this
          Section 402(2) with respect to any Securities of or within a series, the
          Company (and Guarantor, as the case may be) shall be deemed to have been
          discharged from their respective obligations with respect to such Outstanding
          Securities and any Coupons appertaining thereto on the date the conditions
          set
          forth in clause (4) of this Section 402 are satisfied (hereinafter,
“defeasance”).  For this purpose, such defeasance means that the
          Company shall be deemed to have paid and discharged the entire indebtedness
          represented by such Outstanding Securities and any Coupons appertaining
          thereto,
          which shall thereafter be deemed to be “Outstanding” only for the purposes of
          clause (5) of this Section 402 and the other Sections of this Indenture
          referred to in clauses (i) and (ii) below, and to have satisfied all of
          its and
          Guarantor’s (if applicable) other obligations under such Securities and any
          Coupons appertaining thereto and this Indenture and any applicable Guarantee
          insofar as such Securities and any Coupons appertaining thereto are concerned
          (and the Trustee, at the expense of the Company, shall execute proper
          instruments acknowledging the same), except for the following obligations
          of the
          Company which shall survive until otherwise terminated or discharged
          hereunder:  (i) the rights of Holders of such Outstanding
          Securities and any Coupons appertaining thereto to receive, solely from
          the
          trust fund described in clause (4) of this Section 402 and as more fully
          set forth in such Section, payments in respect of the principal of (and
          premium,
          if any) and interest, if any, on, and Additional Amounts, if any, with
          respect
          to, such Securities and any Coupons appertaining thereto when such payments
          are
          due, and any rights of such Holder to convert or exchange such Securities
          into
          Common Stock or other securities, (ii) the obligations of the Company and
          the Trustee with respect to such Securities under Sections 305, 306, 1002
          and
          1003, with respect to the payment of Additional Amounts, if any, on such
          Securities as contemplated by Section 1004 (but only to the extent that the
          Additional Amounts payable with respect to such Securities exceed the amount
          deposited in respect of such Additional Amounts pursuant to
          Section 401(4)(a) below), and with respect to any rights to convert or
          exchange such Securities into Common Stock or other securities, (iii) the
          rights, powers, trusts, duties and immunities of the Trustee hereunder
          and (iv)
          this Section 402.  The Company may exercise its option under this
          Section 402(2) notwithstanding the prior exercise of its option under
          clause (3) of this Section 402 with respect to such Securities and any
          Coupons appertaining thereto.  Following a defeasance, payment of the
          Securities of such series may not be accelerated because of an Event of
          Default.

         

        (3)           Upon
          the Company’s exercise of the above option applicable to this
          Section 402(3) with respect to any Securities of or within a series, the
          Company (and Guarantor, as the case may be) shall be released from their
          respective obligations, if any, under Sections 801, 1006 and any other
          covenants
          applicable to such Securities that are determined pursuant to Section 301
          to be subject to this provision with respect to such Outstanding Securities
          and
          any Coupons appertaining thereto on and after the date the conditions set
          forth
          in clause (4) of this Section 402 are satisfied (hereinafter, “covenant
          defeasance”), and such Securities and any Coupons appertaining thereto shall
          thereafter be deemed to be not “Outstanding” for the purposes of any direction,
          waiver, consent or declaration or Act of Holders (and the consequences
          of any
          thereof) in connection with any such covenant, but shall continue to be
          deemed
“Outstanding” for all other purposes hereunder.  For this purpose,
          such covenant defeasance means that, with respect to such Outstanding Securities
          and any Coupons appertaining thereto, the Company may omit to comply with,
          and
          shall have no liability in respect of, any term, condition or limitation
          set
          forth in any such Section or such other covenant, whether directly or
          indirectly, by reason of any reference elsewhere herein to any such Section
          or
          such other covenant or by reason of reference in any such Section or such
          other
          covenant to any other provision herein or in any other document and such
          omission to comply shall not constitute a default or an Event of Default
          under
          Section 501(4) or 501(7) or otherwise, as the case may be, but, except as
          specified above, the remainder of this Indenture and such Securities and
          Coupons
          appertaining thereto shall be unaffected thereby.

         

         

        
          
            
            

          

          
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        (4)           The
          following shall be the conditions to application of clause (2) or (3) of
          this
          Section 402 to any Outstanding Securities of or within a series and any
          Coupons appertaining thereto:

         

        (a)           The
          Company shall irrevocably have deposited or caused to be deposited with
          the
          Trustee (or another trustee satisfying the requirements of Section 608 who
          shall agree to comply with the provisions of this Section 402 applicable to
          it) as trust funds in trust for the purpose of making the following payments,
          specifically pledged as security for, and dedicated solely to, the benefit
          of
          the Holders of such Securities and any Coupons appertaining thereto,
          (1) money in an amount in Dollars or in such Foreign Currency in which such
          Securities and any Coupons appertaining thereto are then specified as payable
          at
          Stated Maturity, or (2) Government Obligations applicable to such
          Securities and Coupons appertaining thereto (determined on the basis of
          the
          Currency in which such Securities and Coupons appertaining thereto are
          then
          specified as payable at Stated Maturity) which through the scheduled payment
          of
          principal and interest in respect thereof in accordance with their terms
          will
          provide, not later than one day before the due date of any payment of principal
          of (and premium, if any) and interest, if any, on such Securities and any
          Coupons appertaining thereto, money in an amount, or (3) a combination
          thereof in an amount, in each case, sufficient, without consideration of
          any
          reinvestment of such principal and interest, in the opinion of a nationally
          recognized firm of independent public accountants expressed in a written
          certification thereof delivered to the Trustee, to pay and discharge, and
          which
          shall be applied by the Trustee (or other qualifying trustee) to pay and
          discharge, (y) the principal of (and premium, if any) and interest, if
          any, on,
          and, to the extent that such Securities provide for the payment of Additional
          Amounts thereon and the amount of any such Additional Amounts is at the
          time of
          deposit reasonably determinable by the Company (in the exercise by the
          Company
          of its sole and absolute discretion), any Additional Amounts with respect
          to,
          such Outstanding Securities and any Coupons appertaining thereto on the
          Stated
          Maturity of such principal or installment of principal or interest and
          (z) any
          mandatory sinking fund payments or analogous payments applicable to such
          Outstanding Securities and any Coupons appertaining thereto on the day
          on which
          such payments are due and payable in accordance with the terms of this
          Indenture
          and of such Securities and any Coupons appertaining thereto.

         

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

         

         

        
          
            
            

          

          
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        (c)           No
          Event of Default or event which with notice or lapse of time or both would
          become an Event of Default with respect to such Securities and any Coupons
          appertaining thereto shall have occurred and be continuing (A) on the date
          of such deposit or (B) in so far as subsections 501(5) and (6) are
          concerned, at any time during the period ending on the 123rd day after
          the date
          of such deposit (it being understood that this condition shall not be deemed
          satisfied until the expiration of such period).

         

        (d)           Such
          defeasance or covenant defeasance shall not (A) cause the Trustee for the
          Securities of such series to have a conflicting interest for purposes of
          the
          Trust Indenture Act with respect to any securities of the Company or
          (B) result in the trust arising from such deposit to constitute, unless it
          is qualified as, a regulated investment company under the Investment Company
          Act
          of 1940, as amended.

         

        (e)           The
          Company shall have delivered to the Trustee an Opinion of Counsel to the
          effect
          that the Holders of such Outstanding Securities and any Coupons appertaining
          thereto will not recognize income, gain or loss for Federal income tax
          purposes
          as a result of such defeasance or covenant defeasance, as the case may
          be, 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 or
          covenant
          defeasance, as the case may be, had not occurred; provided that in the
          case of
          defeasance, the Opinion of Counsel to be delivered to the Trustee must
          state
          with respect to its opinion as described above that such opinion was based
          on
          either (A) the Company having received from, or there having been published
          by, the Internal Revenue Service a ruling, or (B) there having been a
          change in the applicable Federal income tax laws, since the date of this
          Indenture.

         

        (f)           The
          Company shall have delivered to the Trustee an Officers’ Certificate and an
          Opinion of Counsel, each stating that all conditions precedent to the defeasance
          or covenant defeasance under clause (2) or (3) of this Section 402 (as the
          case may be) have been complied with.

         

        (g)           Notwithstanding
          any other provisions of this Section 402(4), such defeasance or covenant
          defeasance shall be effected in compliance with any additional or substitute
          terms, conditions or limitations which may be imposed on the Company in
          connection therewith pursuant to Section 301.

         

        (5)           Subject
          to the provisions of the last paragraph of Section 1003, all money and
          Government Obligations (or other property as may be provided pursuant to
          Section 301) (including the proceeds thereof) deposited with the Trustee
          (or other qualifying trustee, collectively for purposes of this
          Section 402(5) and Section 403, the “Trustee”) pursuant to clause (4)
          of Section 402 in respect of any Outstanding Securities of any series and
          any Coupons appertaining thereto shall be held in trust and applied by
          the
          Trustee, in accordance with the provisions of such Securities and any Coupons
          appertaining thereto and this Indenture, to the payment, either directly
          or
          through any Paying Agent (including the Company acting as its own Paying
          Agent)
          as the Trustee may determine, to the Holders of such Securities and any
          Coupons
          appertaining thereto of all sums due and to become due thereon in respect
          of
          principal (and premium, if any) and interest and Additional Amounts, if
          any, but
          such money need not be segregated from other funds except to the extent
          required
          by law.

         

         

        
          
            
            

          

          
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        Unless
          otherwise specified in or
          pursuant to this Indenture or any Securities, if, after a deposit referred
          to in
          Section 402(4)(a) has been made, (a) the Holder of a Security in
          respect of which such deposit was made is entitled to, and does, elect
          pursuant
          to Section 301 or the terms of such Security to receive payment in a
          Currency other than that in which the deposit pursuant to Section 402(4)(a)
          has been made in respect of such Security, or (b) a Conversion Event occurs
          in respect of the Foreign Currency in which the deposit pursuant to
          Section 402(4)(a) has been made, the indebtedness represented by such
          Security and any Coupons appertaining thereto shall be deemed to have been,
          and
          will be, fully discharged and satisfied through the payment of the principal
          of
          (and premium, if any), and interest, if any, on, and Additional Amounts,
          if any,
          with respect to, such Security as the same becomes due out of the proceeds
          yielded by converting (from time to time as specified below in the case
          of any
          such election) the amount or other property deposited in respect of such
          Security into the Currency in which such Security becomes payable as a
          result of
          such election or Conversion Event based on (x) in the case of payments
          made
          pursuant to clause (a) above, the applicable market exchange rate for such
          Currency in effect on the second Business Day prior to each payment date,
          or (y)
          with respect to a Conversion Event, the applicable market exchange rate
          for such
          Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
          Event.

         

        The
          Company shall pay and indemnify the
          Trustee against any tax, fee or other charge, imposed on or assessed against
          the
          Government Obligations deposited pursuant to this Section 402 or the
          principal or interest received in respect thereof other than any such tax,
          fee
          or other charge which by law is for the account of the Holders of such
          Outstanding Securities and any Coupons appertaining thereto.

         

        Anything
          in this Section 402 to
          the contrary notwithstanding, the Trustee shall deliver or pay to the Company
          from time to time upon Company Request any money or Government Obligations
          (or
          other property and any proceeds therefrom) held by it as provided in clause
          (4)
          of this Section 402 which, in the opinion of a nationally recognized firm
          of independent public accountants expressed in a written certification
          thereof
          delivered to the Trustee, are in excess of the amount thereof which would
          then
          be required to be deposited to effect a defeasance or covenant defeasance,
          as
          applicable, in accordance with this Section 402.

         

        Section
          403.          Application
          of Trust Money.

         

        Subject
          to the provisions of the last
          paragraph of Section 1003, all money and Government Obligations deposited
          with the Trustee pursuant to Section 401 or 402 shall be held in trust and
          applied by it, in accordance with the provisions of the Securities, the
          Coupons
          and this Indenture, to the payment, either directly or through any Paying
          Agent
          (including the Company acting as its own Paying Agent) as the Trustee may
          determine, to the Persons entitled thereto, of the principal, premium,
          interest
          and Additional Amounts for whose payment such money has or Government
          Obligations have been deposited with or received by the Trustee; but such
          money
          and Government Obligations need not be segregated from other funds except
          to the
          extent required by law.

         

         

        
          
            
            

          

          
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        ARTICLE
          FIVE

        REMEDIES

         

        Section
          501.          Events of
          Default.

         

        “Event
          of Default”, wherever used
          herein with respect to Securities of any series, means any one of the following
          events (whatever the reason for such Event of Default and whether it shall
          be
          voluntary or involuntary or be effected by operation of law or pursuant
          to any
          judgment, decree or order of any court or any order, rule or regulation
          of any
          administrative or governmental body) unless such event is specifically
          deleted
          or modified in or pursuant to the supplemental indenture, Board Resolution
          or
          Officers’ Certificate establishing the terms of such Series pursuant to this
          Indenture:

         

        (1)           default
          in the payment of any interest on, or any Additional Amounts payable in
          respect
          of any interest on, any Security of such series when such interest or such
          Additional Amounts, as the case may be, become due and payable, and continuance
          of such default for a period of 30 days; or

         

        (2)           default
          in the payment of the principal of or premium, if any, on, or any Additional
          Amounts payable in respect of the principal of or premium, if any, on,
          any
          Security of such series when due upon Maturity (whether upon redemption
          or
          otherwise); or

         

        (3)           default
          in the payment of any sinking fund payment, or analogous provision, when
          and as
          due by the terms of a Security of such series; or

         

        (4)           default
          in the performance, or breach, of any covenant or warranty of the Company
          in
          this Indenture or any Security of such series (other than a covenant or
          warranty
          for which the consequences of breach or nonperformance are addressed elsewhere
          in this Section 501 or in the Securities or in a covenant or warranty which
          has expressly been included in this Indenture or a Security of that series,
          whether or not by means of a supplemental indenture, solely for the benefit
          of
          Securities of a series other than such series), and continuance of such
          default
          or breach for a period of 90 days after there has been given, by registered
          or
          certified mail, to the Company by the Trustee or to the Company and the
          Trustee
          by the Holders of at least 25% in principal amount of the Outstanding Securities
          of such series a written notice specifying such default or breach and requiring
          it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or

         

        (5)           the
          Company or Guarantor (if the Securities of such series are subject to a
          Guarantee) pursuant to or under or within the meaning of any Bankruptcy
          Law:

         

        (a)           commences
          a voluntary case or proceeding;

         

        (b)           consents
          to the entry of an order for relief against it in an involuntary case or
          proceeding or the commencement of any case against it;

         

        (c)           consents
          to the appointment of a Custodian of it or for any substantial part of
          its
          property;

         

        
          
            
            

          

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

         

        (e)           files
          a petition in bankruptcy or answer or consent seeking reorganization or
          relief;
          or

         

        (f)           consents
          to the filing of such petition or the appointment of or taking possession
          by a
          Custodian; or

         

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

         

        (a)           is
          for relief against the Company or Guarantor (if the Securities of such
          series
          are subject to a Guarantee) in an involuntary case or proceeding, or adjudicates
          the Company or Guarantor insolvent or bankrupt;

         

        (b)           appoints
          a Custodian of the Company or Guarantor (if the Securities of such series
          are
          subject to a Guarantee), or for any substantial part of its property;
          or

         

        (c)           orders
          the winding up or liquidation of the Company or Guarantor (if the Securities
          of
          such series are subject to a Guarantee);

         

        and
          the
          order or decree remains unstayed and in effect for 90 days; or

         

        (7)           any
          other Event of Default provided in or pursuant to this Indenture with respect
          to
          Securities of such series.

         

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

         

        Section
          502.          Acceleration
          of Maturity; Rescission and Annulment.

         

        If
          an Event of Default with respect to
          Securities of any series at the time Outstanding occurs and is continuing,
          then
          the Trustee or the Holders of not less than 25% in principal amount of
          the
          Outstanding Securities of such series may declare the principal of all
          the
          Securities of such series, or such lesser amount as may be provided for
          in the
          Securities of such series, to be due and payable immediately, by a notice
          in
          writing to the Company (and to the Trustee if given by the Holders), and
          upon
          any such declaration such principal or such lesser amount shall become
          immediately due and payable.

         

        At
          any time after Securities of any
          series have been accelerated and before a judgment or decree for payment
          of the
          money due has been obtained by the Trustee as hereinafter in this Article
          provided, the Holders of not less than a majority in principal amount of
          the
          Outstanding Securities of such series, by written notice to the Company
          and the
          Trustee, may rescind and annul such declaration and its consequences
          if

         

         

        
          
            
            

          

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

         

        (a)           all
          overdue installments of any interest on any Securities of such series and
          any
          Coupons appertaining thereto and any Additional Amounts with respect
          thereto,

         

        (b)           the
          principal of and any premium on any Securities of such series which have
          become
          due otherwise than by such declaration of acceleration and any Additional
          Amounts with respect thereto and, to the extent the payment of such interest
          is
          lawful, interest thereon at the rate or rates borne by or provided for
          in such
          Securities,

         

        (c)           to
          the extent that payment of such interest is lawful, interest upon overdue
          installments of any interest and any Additional Amounts with respect thereto
          at
          the rate or rates borne by or provided for in such Securities, and

         

        (d)           all
          sums paid or advanced by the Trustee hereunder and the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and counsel
          and
          all other amounts due the Trustee under Section 607; and

         

        (2)           all
          Events of Default with respect to Securities of such series, other than
          the
          non-payment of the principal of, any premium and interest on, and any Additional
          Amounts with respect to Securities of such series which shall have become
          due
          solely by such declaration of acceleration, shall have been cured or waived
          as
          provided in Section 513.

         

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

         

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

         

        The
          Company covenants that
          if

         

        (1)           default
          is made in the payment of any installment of interest on or any Additional
          Amounts with respect to any Security or any Coupon appertaining thereto
          when
          such interest or Additional Amounts shall have become due and payable and
          such
          default continues for a period of 30 days, or

         

        (2)           default
          is made in the payment of the principal of or any premium on any Security
          at its
          Maturity, the Company shall, upon demand of the Trustee, pay to the Trustee,
          for
          the benefit of the Holders of such Securities and any Coupons appertaining
          thereto,

         

        the
          whole
          amount of money then due and payable with respect to such Securities and
          any
          Coupons appertaining thereto, with interest upon the overdue principal,
          any
          premium and, to the extent that payment of such interest shall be legally
          enforceable, upon any overdue installments of interest and Additional Amounts
          at
          the rate or rates borne by or provided for in such Securities, and, in
          addition
          thereto, such further amount of money as shall be sufficient to cover the
          costs
          and expenses of collection, including the reasonable compensation, expenses,
          disbursements and advances of the Trustee, its agents and counsel and all
          other
          amounts due to the Trustee under Section 607.

         

        If
          the Company fails to pay the money
          it is required to pay the Trustee pursuant to the preceding paragraph forthwith
          upon the demand of the Trustee, the Trustee, in its own name and as trustee
          of
          an express trust, may institute a judicial proceeding for the collection
          of the
          money so due and unpaid, and may prosecute such proceeding to judgment
          or final
          decree, and may enforce the same against the Company and collect the monies
          adjudged or decreed to be payable in the manner provided by law out of
          the
          property of the Company, wherever situated.

         

         

        
          
            
            

          

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

         

        Section
          504.          Trustee may
          file proofs of claim.

         

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

         

        (1)           to
          file and prove a claim for the whole amount, or such lesser amount as may
          be
          provided for in the Securities of such series, of the principal and any
          premium,
          interest and Additional Amounts owing and unpaid in respect of the Securities
          and any Coupons appertaining thereto 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 the reasonable compensation, expenses, disbursements
          and advances of the Trustee, its agents or counsel) and of the Holders
          of
          Securities or any Coupons allowed in such judicial proceeding, and

         

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

         

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

         

        Nothing
          herein contained shall be
          deemed to authorize the Trustee to authorize or consent to or accept or
          adopt on
          behalf of any Holder of a Security or any Coupon any plan of reorganization,
          arrangement, adjustment or composition affecting the Securities or Coupons
          or
          the rights of any Holder thereof, or to authorize the Trustee to vote in
          respect
          of the claim of any Holder of a Security or any Coupon in any such
          proceeding.

         

         

        
          
            
            

          

          
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        Section
          505.          Trustee may
          Enforce Claims Without Possession of Securities or Coupons.

         

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

         

        Section
          506.          Application
          of Money Collected.

         

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

         

        FIRST:  To
          the payment of all
          amounts due the Trustee and any predecessor Trustee under
          Section 607;

         

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

         

        THIRD:  The
          balance, if any,
          to the Person or Persons entitled thereto.

         

        Section
          507.          Limitations
          on Suits.

         

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

         

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

         

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

         

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

         

         

        
          
            
            

          

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

         

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

         

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

         

        Section
          508.          Unconditional
          Right of Holders to Receive Principal and Any Premium, Interest and Additional
          Amounts.

         

        Notwithstanding
          any other provision in
          this Indenture, the Holder of any Security or Coupon shall have the right,
          which
          is absolute and unconditional, to receive payment of the principal of,
          any
          premium and (subject to Sections 305 and 307) interest on, and any Additional
          Amounts with respect to such Security or such Coupon, as the case may be,
          on the
          respective Stated Maturity or Maturities therefor specified in such Security
          or
          Coupon (or, in the case of redemption, on the Redemption Date or, in the
          case of
          repayment at the option of such Holder if provided in or pursuant to this
          Indenture, on the date such repayment is due) and to institute suit for
          the
          enforcement of any such payment, and such right shall not be impaired without
          the consent of such Holder.

         

        Section
          509.          Restoration
          of Rights and Remedies.

         

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

         

        Section
          510.          Rights and
          Remedies Cumulative.

         

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

         

         

        
          
            
            

          

          
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        Section
          511.          Delay or
          Omission not Waiver.

         

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

         

        Section
          512.          Control by
          Holders of Securities.

         

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

         

        (1)           such
          direction shall not be in conflict with any rule of law or with this Indenture
          or with the Securities of any series and shall not subject the Trustee
          to any
          personal liability,

         

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

         

        (3)           such
          direction is not unduly prejudicial to the rights of the other Holders
          of
          Securities of such series not joining in such action.

         

        Section
          513.          Waiver of
          Past Defaults.

         

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

         

        (1)           in
          the payment of the principal of, any premium or interest on, or any Additional
          Amounts with respect to, any Security of such series or any Coupons appertaining
          thereto, or

         

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

         

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

         

         

        
          
            
            

          

          
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        Section
          514.          Waiver of
          Stay or Extension Laws.

         

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

         

        Section
          515.          Undertaking
          for Costs.

         

        All
          parties to this Indenture agree,
          and each Holder of any Security 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 any undertaking to pay the costs of such
          suit,
          and that such court may in its discretion assess reasonable costs, including
          reasonable attorneys’ fees, against any party litigant in such suit, having due
          regard to the merits and good faith of the claims or defenses made by such
          party
          litigant; provided, that the provisions of this Section 515 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 10% in principal amount
          of
          Outstanding Securities of any series, or to any suit instituted by any
          Holder
          for the enforcement of the payment of the principal of (or premium, if
          any) or
          interest, if any, on or Additional Amounts, if any, with respect to any
          Security, on or after the respective Stated Maturities expressed in such
          Security (or, in the case of redemption, on or after the Redemption Date,
          and,
          in the case of repayment, on or after the date for repayment) or for the
          enforcement of the right, if any, to convert or exchange any Security into
          Common Stock or other securities in accordance with its terms.

         

        
          ARTICLE
            SIX

          THE
            TRUSTEE

           

          Section
            601.           Certain
            Duties and Responsibilities.

           

          (a)           With
            respect to the Securities of any series, except during the continuance
            of an
            Event of Default with respect to the Securities of such series,

           

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

           

          (2)           in
            the absence of bad faith on its part, the Trustee may conclusively rely,
            as to
            the truth of the statements and the correctness of the opinions expressed
            therein, upon certificates or opinions furnished to the Trustee and conforming
            to the requirements of this Indenture; 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.

           

           

          
            
              
              

            

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

           

          (c)           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

           

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

           

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

           

          (3)           the
            Trustee shall not be liable with respect to any action taken or omitted
            to be
            taken by it in good faith in accordance with the direction of the Holders
            of a
            majority in principal amount of the Outstanding Securities of any 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 the Securities of such
            series;
            and

           

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

           

          (e)           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
            602.          Certain
            Rights of Trustee.

           

          Subject
            to Section 601:

           

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

           

           

          
            
              
              

            

            
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          (2)           any
            request or direction of the Company mentioned herein shall be sufficiently
            evidenced by a Company Request or a Company Order (in each case, other
            than
            delivery of any Security, together with any Coupons appertaining thereto,
            to the
            Trustee for authentication and delivery pursuant to Section 303 which shall
            be sufficiently evidenced as provided therein) and any resolution of
            the Board
            of Directors may be sufficiently evidenced by a Board Resolution;

           

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

           

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

           

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

           

          (6)           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, bond, debenture, coupon or
            other
            paper or document, but the Trustee, in its discretion, may make such
            further
            inquiry or investigation into such facts or matters as it may see fit,
            and, if
            the Trustee shall determine to make such further inquiry or investigation,
            it
            shall be entitled to examine, during business hours and upon reasonable
            notice,
            the books, records and premises of the Company, personally or by agent
            or
            attorney; and

           

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

           

          (8)           the
            rights, privileges, protections, immunities and benefits given to the
            Trustee
            under this Indenture, including, without limitation, its right to be
            indemnified, are hereby extended and made applicable to, and shall be
            enforceable by the Trustee in each of its capacities under this
            Indenture;

           

          (9)           the
            Trustee may request that the Company deliver an Officers’ Certificate setting
            forth the names of individuals and/or titles of officers authorized at
            such time
            to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate; and

           

           

          
            
              
              

            

            
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          (10)           the
            Trustee shall not be charged with knowledge of any default (as defined
            in
            Section 603) or Event of Default with respect to the Securities of any
            series for which it is acting as Trustee unless either (1) a Responsible
            Officer of the Trustee shall have actual knowledge that such default
            or Event of
            Default, as the case may be, exists and constitutes a default or Event
            of
            Default, as the case may be, under this Indenture, or (2) written notice of
            such default or Event of Default shall have been given in the manner
            provided in
            Section 105 hereof to the Trustee by the Company or Guarantor (if the
            applicable Securities are subject to a Guarantee) on such Securities
            or by the
            requisite percentage of Holders of such Securities and such notice references
            the applicable Securities and this Indenture.

           

          Section
            603.          Notice of
            Defaults.

           

          Within
            90 days after the occurrence of
            any default hereunder with respect to the Securities of any series, the
            Trustee
            shall transmit by mail to all Holders of Securities of such series entitled
            to
            receive reports pursuant to Section 703(3), notice of such default
            hereunder known to the Trustee, unless such default shall have been cured
            or
            waived; provided, however, that, except in the case of a default in the
            payment
            of the principal of (or premium, if any), or interest, if any, on, or
            Additional
            Amounts or any sinking fund or purchase fund installment with respect
            to, any
            Security 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
            trust committee of directors and/or Responsible Officers of the Trustee
            in good
            faith determine that the withholding of such notice is in the best interest
            of
            the Holders of Securities and Coupons of such series; and provided, further,
            that in the case of any default of the character specified in
            Section 501(4) with respect to Securities of such series, no such notice to
            Holders shall be given until at least 30 days after the occurrence thereof.
            For
            the purpose of this Section, the term “default” means any event which is, or
            after notice or lapse of time or both would become, an Event of Default
            with
            respect to Securities of such series.

           

          Section
            604.          Not
            Responsible for Recitals or Issuance of Securities.

           

          The
            recitals contained herein and, in
            the Securities, except the Trustee’s certificate of authentication, and in any
            Coupons shall be taken as the statements of the Company and neither the
            Trustee
            nor any Authenticating Agent assumes any responsibility for their
            correctness.  The Trustee makes no representations as to the validity
            or sufficiency of this Indenture or any Guarantee or of the Securities
            or the
            Coupons, except that the Trustee represents that it is duly authorized
            to
            execute and deliver this Indenture, authenticate the Securities and perform
            its
            obligations hereunder and that the statements made by it in a Statement
            of
            Eligibility and Qualification on Form T-1 supplied to the Company are
            true and
            accurate, subject to the qualifications set forth therein. Neither the
            Trustee
            nor any Authenticating Agent shall be accountable for the use or application
            by
            the Company of the Securities or the proceeds thereof.

           

           

          
            
              
              

            

            
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          Section
            605.          May Hold
            Securities.

           

          The
            Trustee, any Authenticating Agent,
            any Paying Agent, any Security Registrar or any other Person that may
            be an
            agent of the Trustee, Guarantor or the Company, in its individual or
            any other
            capacity, may become the owner or pledgee of Securities or Coupons and,
            subject
            to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
            deal with
            the Company or Guarantor with the same rights it would have if it were
            not
            Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
            other
            Person.

           

          Section
            606.          Money Held
            in Trust.

           

          Except
            as provided in Section 403
            and Section 1003, money held by the Trustee in trust hereunder need not be
            segregated from other funds except to the extent required by law and
            shall be
            held uninvested.  The Trustee shall be under no liability for interest
            on any money received by it hereunder except as otherwise agreed in writing
            with
            the Company.

           

          Section
            607.          Compensation
            and Reimbursement.

           

          The
            Company agrees:

           

          (1)           to
            pay to the Trustee from time to time reasonable compensation for all
            services
            rendered by the Trustee hereunder (which compensation shall not be limited
            by
            any provision of law in regard to the compensation of a trustee of an
            express
            trust);

           

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

           

          (3)           to
            indemnify the Trustee and its counsel and agents for, and to hold them
            harmless
            against, any loss, damages, claims, liability or expense incurred without
            negligence or bad faith on their part, arising out of or in connection
            with the
            acceptance or administration of the trust or trusts hereunder, including
            the
            costs and expenses of defending themselves against any claim (whether
            asserted
            by the Company, or any Holder or any other Person) or liability in connection
            with the exercise or performance of any of their powers or duties hereunder
            or
            in connection with enforcing the provisions of this Section.

           

          Under
            no
            circumstances shall the Trustee be held liable for consequential or punitive
            damages of any kind.

           

          As
            security for the performance of the
            obligations of the Company under this Section, the Trustee shall have
            a lien
            prior to the Securities of any series 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 or interest on or any Additional Amounts with
            respect
            to Securities or any Coupons appertaining thereto.

           

           

          
            
              
              

            

            
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          In
            addition and without prejudice to
            the rights provided to the Trustee under any of the provisions of this
            Indenture, when the Trustee incurs expenses or renders services in connection
            with an Event of Default specified in Section 501(5) or
            Section 501(6), the expenses (including the reasonable charges and expenses
            of its counsel) and the compensation for the services are intended to
            constitute
            expenses of administration under any applicable bankruptcy, insolvency
            or other
            similar law.

           

          The
            Company’s obligations under this
            Section 607 and the lien referred to in this Section 607 shall survive
            the resignation or removal of the Trustee, the discharge of the Company’s
            obligations under Article Four of this Indenture and/or the termination
            of this
            Indenture.  “Trustee” for purposes of this Section 607 shall
            include any predecessor Trustee but the negligence or bad faith of any
            Trustee
            shall not affect the rights of any other Trustee under this
            Section 607.

           

          Section
            608.          Corporate
            Trustee Required; Eligibility.

           

          There
            shall at all times be a Trustee
            hereunder that is a Corporation organized and doing business under the
            laws of
            the United States of America, any state thereof or the District of Columbia,
            eligible under Section 310(a)(1) of the Trust Indenture Act to act as
            trustee under an indenture qualified under the Trust Indenture Act and
            that has
            a combined capital and surplus (computed in accordance with
            Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000
            subject to supervision or examination by Federal or state
            authority.  If at any time the Trustee shall cease to be eligible in,
            accordance with the provisions of this Section, it shall resign immediately
            in
            the manner and with the effect hereinafter specified in this
            Article.

           

          Section
            609.          Resignation
            and Removal; Appointment of Successor.

           

          (1)           No
            resignation or removal of the Trustee and no appointment of a successor
            Trustee
            pursuant to this Article shall become effective until the acceptance
            of
            appointment by the successor Trustee pursuant to Section 610.

           

          (2)           The
            Trustee may resign at any time with respect to the Securities of one
            or more
            series by giving written notice thereof to the Company.  If the
            instrument of acceptance by a successor Trustee required by Section 610
            shall not have been delivered to the Trustee within 30 days after the
            giving of
            such notice of resignation, the resigning Trustee or the removed Trustee,
            as the
            case may be, may petition any court of competent jurisdiction for the
            appointment of a successor Trustee with respect to such series.

           

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

           

          (4)           If
            at any time:

           

          (a)           the
            Trustee shall fail to comply with the obligations imposed upon it under
            Section 310(b) of the Trust Indenture Act with respect to Securities of any
            series after written request therefor by the Company or any Holder of
            a Security
            of such series who has been a bona fide Holder of a Security of such
            series for
            at least six months, or

           

           

          
            
              
              

            

            
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          (b)           the
            Trustee shall cease to be eligible under Section 608 and shall fail to
            resign after written request therefor by the Company or any such Holder,
            or

           

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

           

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

           

          (5)           If
            the Trustee shall resign, be removed or become incapable of acting, or
            if a
            vacancy shall occur in the office of Trustee for any cause, with respect
            to the
            Securities of one or more series, the Company, by or pursuant to a Board
            Resolution, shall promptly appoint a successor Trustee or Trustees with
            respect
            to the Securities of that or those series (it being understood that any
            such
            successor Trustee may be appointed with respect to the Securities of
            one or more
            or all of such series and that at any time there shall be only one Trustee
            with
            respect to the Securities of any particular series) and shall comply
            with the
            applicable requirements of Section 610.  If, within one year
            after such resignation, removal or incapability, or the occurrence of
            such
            vacancy, a successor Trustee with respect to the Securities of any series
            shall
            be appointed by Act of the Holders of a majority in principal amount
            of the
            Outstanding Securities of such series delivered to the Company and the
            retiring
            Trustee, the successor Trustee so appointed shall, forthwith upon its
            acceptance
            of such appointment in accordance with the applicable requirements of
            Section 610, become the successor Trustee with respect to the Securities of
            such series and to that extent supersede the successor Trustee appointed
            by the
            Company. If no successor Trustee with respect to the Securities of any
            series
            shall have been so appointed by the Company or the Holders of Securities
            and
            accepted appointment in the manner required by Section 610, any Holder of a
            Security who has been a bona fide Holder of a Security of such series
            for at
            least six months may, on behalf of himself and all others similarly situated,
            petition any court of competent jurisdiction for the appointment of a
            successor
            Trustee with respect to the Securities of such series.

           

          (6)           The
            Company shall give notice of each resignation and each removal of the
            Trustee
            with respect to the Securities of any series and each appointment of
            a successor
            Trustee with respect to the Securities of any series by mailing written
            notice
            of such event by first-class mail, postage prepaid, to the Holders of
            Registered
            Securities, if any, of such series as their names and addresses appear
            in the
            Security Register and, if Securities of such series are issued as Bearer
            Securities, by publishing notice of such event once in an Authorized
            Newspaper
            in each Place of Payment located outside the United States. Each notice
            shall
            include the name of the successor Trustee with respect to the Securities
            of such
            series and the address of its Corporate Trust Office.

           

           

          
            
              
              

            

            
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          Section
            610.          Acceptance
            of Appointment by Successor.

           

          (1)           Upon
            the appointment hereunder of any successor Trustee with respect to all
            Securities, such successor Trustee so appointed shall execute, acknowledge
            and
            deliver to the Company and the retiring Trustee an instrument accepting
            such
            appointment, and thereupon the resignation or removal of the retiring
            Trustee
            shall become effective and such successor Trustee, without any further
            act, deed
            or conveyance, shall become vested with all the rights, powers, trusts
            and
            duties hereunder of the retiring Trustee; but, on the request of the
            Company or
            such successor Trustee, such retiring Trustee, upon payment of its charges,
            shall execute and deliver an instrument transferring to such successor
            Trustee
            all the rights, powers and trusts of the retiring Trustee and, subject
            to
            Section 1003, shall duly assign, transfer and deliver to such successor
            Trustee all property and money held by such retiring Trustee hereunder,
            subject
            nevertheless to its lien, if any, provided for in Section 607.

           

          (2)           Upon
            the appointment hereunder of any successor Trustee with respect to the
            Securities of one or more (but not all) series, the Company, the retiring
            Trustee and such successor Trustee shall execute and deliver an indenture
            supplemental hereto wherein each successor Trustee shall accept such
            appointment
            and which (a) shall contain such provisions as shall be necessary or
            desirable to transfer and confirm to, and to vest in, such successor
            Trustee all
            the rights, powers, trusts and duties of the retiring Trustee with respect
            to
            the Securities of that or those series to which the appointment of such
            successor Trustee relates, (b) if the retiring Trustee is not retiring with
            respect to all Securities, shall contain such provisions as shall be
            deemed
            necessary or desirable to confirm that all the rights, powers, trusts
            arid
            duties of the retiring Trustee with respect to the Securities of that
            or those
            series as to which the retiring Trustee is not retiring shall continue
            to be
            vested in the retiring Trustee, and (c) 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, that each such
            Trustee
            shall be trustee of a trust or trusts hereunder separate and apart from
            any
            trust or trusts hereunder administered by any other such Trustee and
            that no
            Trustee shall be responsible for any notice given to, or received by,
            or any act
            or failure to act on the part of any other Trustee hereunder, and, upon
            the
            execution and delivery of such supplemental indenture, the resignation
            or
            removal of the retiring Trustee shall become effective to the extent
            provided
            therein, such retiring Trustee shall have no further responsibility for
            the
            exercise of rights and powers or for the performance of the duties and
            obligations vested in the Trustee under this Indenture with respect to
            the
            Securities of that or those series to which the appointment of such successor
            Trustee relates other than as hereinafter expressly set forth, and such
            successor Trustee, without any further act, deed or conveyance, shall
            become
            vested with all the rights, powers, trusts and duties of the retiring
            Trustee
            with respect to the Securities of that or those series to which the appointment
            of such successor Trustee relates; but, on request of the Company or
            such
            successor Trustee, such retiring Trustee, upon payment of its charges
            with
            respect to the Securities of that or those series to which the appointment
            of
            such successor relates and subject to Section 1003 shall duly assign,
            transfer and deliver to such successor Trustee, to the extent contemplated
            by
            such supplemental indenture, the property and money held by such retiring
            Trustee hereunder with respect to the Securities of that or those series
            to
            which the appointment of such successor Trustee relates, subject to its
            claim,
            if any, provided for in Section 607.

           

           

          
            
              
              

            

            
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          (3)           Upon
            request of any Person appointed hereunder as a successor Trustee, the
            Company
            shall execute any and all instruments for more fully and certainly vesting
            in
            and confirming to such successor Trustee all such rights, powers and
            trusts
            referred to in paragraph (1) or (2) of this Section, as the case may
            be.

           

          (4)           No
            Person shall accept its appointment hereunder as a successor Trustee
            unless at
            the time of such acceptance such successor Person shall be qualified
            and
            eligible under this Article.

           

          Section
            611.          Merger,
            Conversion, Consolidation or Succession to Business.

           

          Any
            Person into which the Trustee may
            be merged or converted or with which it may be consolidated, or any Person
            resulting from any merger, conversion or consolidation to which the Trustee
            shall be a party, or any Person succeeding to all or substantially all
            of the
            corporate trust business of the Trustee, shall be the successor of the
            Trustee
            hereunder, provided such Person shall otherwise be eligible under
            Section 608, without the execution or filing of any paper or any further
            act on the part of any of the parties hereto.  In case any Securities
            shall have been authenticated but not delivered by the Trustee then in
            office,
            any successor by merger, conversion or consolidation to such authenticating
            Trustee may adopt such authentication and deliver the Securities so
            authenticated with the same effect as if such successor Trustee had itself
            authenticated such Securities.

           

          Section
            612.          Appointment
            of Authenticating Agent.

           

          The
            Trustee may appoint one or more
            Authenticating Agents acceptable to the Company with respect to one or
            more
            series of Securities which shall be authorized to act on behalf of the
            Trustee
            to authenticate Securities of that or those series issued upon original
            issue,
            exchange, registration of transfer, partial redemption or partial repayment,
            or
            pursuant to Section 306, and Securities so authenticated shall be entitled
            to the benefits of this Indenture and shall be valid and obligatory for
            all
            purposes as if authenticated by the Trustee hereunder.  Wherever
            reference is made in this Indenture to the authentication and delivery
            of
            Securities by the Trustee or the Trustee’s certificate of authentication, such
            reference shall be deemed to include authentication and delivery on behalf
            of
            the Trustee by an Authenticating Agent and a certificate of authentication
            executed on behalf of the Trustee by an Authenticating Agent.

           

          Each
            Authenticating Agent shall be
            acceptable to the Company and, except as provided in or pursuant to this
            Indenture, shall at all times be a Corporation that would be permitted
            by the
            Trust Indenture Act to act as trustee under an indenture qualified under
            the
            Trust Indenture Act (including pursuant to Section 310(a)(1) thereof), is
            authorized under applicable law and by its charter to act as an Authenticating
            Agent and has a combined capital and surplus (computed in accordance
            with
            Section 310(a)(2) of the Trust Indenture Act) of at least
            $50,000,000.  If at any time an Authenticating Agent shall cease to be
            eligible in accordance with the provisions of this Section, it shall
            resign
            immediately in the manner and with the effect specified in this
            Section.

           

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

           

           

          
            
              
              

            

            
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          An
            Authenticating Agent may resign at
            any time by giving written notice thereof to the Trustee and the
            Company.  The Trustee may at any time terminate the agency of an
            Authenticating Agent by giving written notice thereof to such Authenticating
            Agent and the Company.  Upon receiving such a notice of resignation or
            upon such a termination, or in case at any time such Authenticating Agent
            shall
            cease to be eligible in accordance with the provisions of this Section,
            the
            Trustee may appoint a successor Authenticating Agent which shall be acceptable
            to the Company and shall (i) mail written notice of such appointment by
            first-class mail, postage prepaid, to all Holders of Registered Securities,
            if
            any, of the series with respect to which such Authenticating Agent shall
            serve,
            as their names and addresses appear in the Security Register, and (ii) if
            Securities of the series are issued as Bearer Securities, publish notice
            of such
            appointment at least once in an Authorized Newspaper in the place where
            such
            successor Authenticating Agent has its principal office if such office
            is
            located outside the United States. Any successor Authenticating Agent,
            upon
            acceptance of its appointment hereunder, shall become vested with all
            the
            rights, powers and duties of its predecessor hereunder, with like effect
            as if
            originally named as an Authenticating Agent.  No successor
            Authenticating Agent shall be appointed unless eligible under the provisions
            of
            this Section.

           

          The
            Company agrees to pay each
            Authenticating Agent from time to time reasonable compensation for its
            services
            under this Section.  If the Trustee makes such payments, it shall be
            entitled to be reimbursed for such payments, subject to the provisions
            of
            Section 607.

           

          The
            provisions of Sections 308, 604 and
            605 shall be applicable to each Authenticating Agent.

           

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

           

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

           

          
            	 	
                    The
                      Bank of New York Trust Company, N.A.,

                  	 
	 	
                    as
                      Trustee

                  
	 
	
                    By:

                  	 	 
	 	
                    As
                      Authenticating Agent

                  
	 	 	 
	
                    By:

                  	 	 
	 	
                    Authorized
                      Officer

                  


          

           

           

          
            
              
              

            

            
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          If
            all of the Securities of any series
            may not be originally issued at one time, and if the Trustee does not
            have an
            office capable of authenticating Securities upon original issuance located
            in a
            Place of Payment where the Company wishes to have Securities of such
            series
            authenticated upon original issuance, the Trustee, if so requested in
            writing
            (which writing need not be accompanied by or contained in an Officers’
Certificate by the Company), shall appoint in accordance with this Section
            an
            Authenticating Agent having an office in a Place of Payment designated
            by the
            Company with respect to such series of Securities.

           

          ARTICLE
            SEVEN

          HOLDERS
            LISTS AND REPORTS BY TRUSTEE AND COMPANY

           

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

           

          In
            accordance with Section 312(a)
            of the Trust Indenture Act, the Company shall furnish or cause to be
            furnished
            to the Trustee

           

          (1)           semi-annually
            with respect to Securities of each series not later than 15 days after
            each
            Regular Record Date for the payment of interest on such Securities or
            upon such
            other dates as are set forth in or pursuant to the Board Resolution or
            indenture
            supplemental hereto authorizing such series, a list, in each case in
            such form
            as the Trustee may reasonably require, of the names and addresses of
            Holders as
            of such applicable date, and

           

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

           

          provided,
            however, that so long as the Trustee is the Security Registrar no such
            list
            shall be required to be furnished.

           

          Section
            702.          Preservation
            of Information; Communications to Holders.

           

          The
            Trustee shall comply with the
            obligations imposed upon it pursuant to Section 312 of the Trust Indenture
            Act.

           

          Every
            Holder of Securities or Coupons,
            by receiving and holding the same, agrees with the Company and the Trustee
            that
            neither the Company, Guarantor, the Trustee, any Paying Agent or any
            Security
            Registrar shall be held accountable by reason of the disclosure of any
            such
            information as to the names and addresses of the Holders of Securities
            in
            accordance with Section 312(c) of the Trust Indenture Act, regardless of
            the source from which such information was derived, and that the Trustee
            shall
            not be held accountable by reason of mailing any material pursuant to
            a request
            made under Section 312(b) of the Trust Indenture Act.

           

           

          
            
              
              

            

            
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          Section
            703.          Reports by
            Trustee.

           

          (1)           Within
            60 days after July 15 of each year commencing with the first July 15
            following
            the first issuance of Securities pursuant to Section 301, if required by
            Section 313(a) of the Trust Indenture Act, the Trustee shall transmit,
            pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated
            as of such July 15 with respect to any of the events specified in said
            Section 313(a) which may have occurred since the later of the immediately
            preceding July 15 and the date of this Indenture.

           

          (2)           The
            Trustee shall transmit the reports required by Section 313(b) of the Trust
            Indenture Act at the times specified therein.

           

          (3)           Reports
            pursuant to this Section shall be transmitted in the manner and to the
            Persons
            required by Sections 313(c) and 313(d) of the Trust Indenture Act.

           

                        
            Section
            704.          Reports by
            Company.

           

          The
            Company shall:

           

          (1)           (i)
            deliver to the Trustee, within 30 days after the Company is required
            to file the
            same with the Commission, copies of the annual reports and of the information,
            documents and other reports (or copies of such portions of any of the
            foregoing
            as the Commission may from time to time by rules and regulations prescribe)
            which the Company may be required to file with the Commission pursuant
            to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
            amended; or, (ii) if the Company is not required to file information,
            documents
            or reports pursuant to either of said Sections, then it shall deliver
            to the
            Trustee audited annual and unaudited quarterly financial statements prepared
            in
            accordance with generally accepted accounting principles in the United
            States
            and, with respect to the unaudited quarterly financial statements, certified
            by
            an accounting officer of the Company, provided that the Company shall
            not be
            required to comply with the foregoing provisions of this clause (ii)
            with
            respect to any particular series of Securities issued hereunder so long
            as a
            Guarantee with respect to such series of Securities is in effect and
            the
            Guarantor files with the Commission its consolidated financial statements
            in
            compliance with Rule 3-10 (or any successor rule thereto) of Regulation
            S-X
            under the Securities Act;

           

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

           

          (3)           transmit
            to all Holders of Securities within 30 days after the delivery thereof
            to the
            Trustee, in the manner and to the extent provided in Section 313(c) of the
            Trust Indenture Act, such summaries of any information, documents and
            reports
            required to be delivered by the Company pursuant to paragraphs (1) and
            (2) of
            this Section as may be required by rules and regulations prescribed from
            time to
            time by the Commission; provided, that the Company shall not be so obligated
            to
            the extent any such information, documents or reports have been filed
            with the
            Commission or are otherwise publicly available.

           

           

          
            
              
              

            

            
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          Delivery
            of such documents, reports and
            information pursuant to this Section 704 is for information purposes only
            and the Trustee’s receipt of such shall not constitute constructive notice of
            any information contained therein or determinable from information contained
            therein, including the Company’s compliance with any of its covenants hereunder
            (as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).

           

          The
            Company shall reasonably promptly
            notify the Trustee when any Securities become listed on any national
            securities
            exchange and of any delisting therefrom.

           

          ARTICLE
            EIGHT

          CONSOLIDATION,
            MERGER, CONVEYANCE, TRANSFER OR LEASE

           

          Section
            801.          Company May
            Consolidate, etc., Only on Certain Terms.

           

          The
            Company shall not consolidate with
            or merge into any other Person or convey, transfer or lease its properties
            and
            assets substantially as an entirety to any Person, and no Person shall
            consolidate with or merge into the Company or convey, transfer or lease
            its
            properties and assets substantially as an entirety to the Company,
            unless:

           

          (1)           in
            case the Company shall consolidate with or merge into another Person
            or convey,
            transfer or lease its properties and assets substantially as an entirety
            to any
            Person, the Person formed by such consolidation or into which the Company
            is
            merged or the Person which acquired by conveyance, transfer or lease
            the
            properties and assets of the Company substantially as an entirety shall
            be a
            legal entity organized and existing under the laws of any domestic or
            foreign
            jurisdiction, and shall expressly assume, by an indenture supplemental
            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
            and
            Additional Amounts, if any, on all the Securities and the performance
            of every
            covenant of this Indenture on the part of the Company to be performed
            or
            observed;

           

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

           

          (3)           the
            Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
            Counsel each stating that such consolidation, merger, conveyance, transfer
            or
            lease and such supplemental indenture, if any, comply with this Article
            and that
            all conditions precedent herein provided for relating to such transaction
            have
            been complied with.

           

           

          
            
              
              

            

            
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          Section
            802.          Successor
            Person Substituted for Company.

           

          Upon
            any consolidation or merger by the
            Company with or into any other Person, or any conveyance, transfer or
            lease by
            the Company of its properties and assets substantially as an entirety
            to any
            Person in accordance with Section 801, the successor Person formed by such
            consolidation or into which the Company is merged or to which such conveyance,
            transfer or lease is made shall succeed to, and be substituted for, and
            may
            exercise every right and power of, the Company under this Indenture with
            the
            same effect as if such successor Person had been named as the Company
            herein;
            and in the event of any such conveyance, transfer or lease, the Company
            (which
            term shall for this purpose mean the Person named as the “Company” in the first
            paragraph of this Indenture or any other successor Person which shall
            become
            such in the manner described in Section 801) shall be discharged from all
            obligations and covenants under this Indenture, the Securities and the
            Coupons
            and may be dissolved and liquidated.  The successor Person may cause
            to be signed, and may issue either in its own name or in the name of
            the Company
            any or all of the Securities issuable hereunder which theretofore shall
            not have
            been signed by the Company and delivered to the Trustee; and, upon the
            Company
            Order of such successor Person instead of the Company and subject to
            all the
            terms, conditions and limitations in this Indenture prescribed, the Trustee,
            pursuant to the terms hereof, shall authenticate and shall deliver any
            Securities together with any Coupons appertaining thereto which previously
            shall
            have been signed and delivered by the Officers to the Trustee for
            authentication, and any Securities which such successor Person thereafter
            shall
            cause to be signed and delivered to the Trustee for that purpose.  All
            of the Securities so issued together with any Coupons appertaining thereto
            shall
            in all respects have the same legal rank and benefit under this Indenture
            as the
            Securities theretofore or thereafter issued in accordance with the terms
            of this
            Indenture as though all of such Securities had been issued at the date
            of the
            execution hereof.  In case of any such consolidation, merger,
            conveyance, transfer or lease, such changes in phrasing and form (but
            not in
            substance) may be made in the Securities and the Coupons thereafter to
            be issued
            as may be appropriate.

           

          ARTICLE
            NINE

          SUPPLEMENTAL
            INDENTURES

           

          Section
            901.          Supplemental
            Indentures without Consent of Holders.

           

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

           

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

           

          (2)           to
            add to the covenants of the Company for the benefit of the Holders of
            all or any
            series of Securities (as shall be specified in such supplemental indenture
            or
            indentures) or to surrender any right or power herein conferred upon
            the
            Company; or

           

          (3)           to
            add to or change any of the provisions of this Indenture to provide that
            Bearer
            Securities may be registrable as to principal, to change or eliminate
            any
            restrictions on the payment of principal of, any premium or interest
            on or any
            Additional Amounts with respect to Securities, to permit Bearer Securities
            to be
            issued in exchange for Registered Securities, to permit Bearer Securities
            to be
            exchanged for Bearer Securities of other authorized denominations or
            to permit
            or facilitate the issuance of Securities in uncertificated form, provided
            any
            such action shall not adversely affect the interests of the Holders of
            Securities of any series or any Coupons appertaining thereto in any material
            respect; or

           

           

          
            
              
              

            

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

           

          (5)           to
            evidence and provide for the acceptance of appointment hereunder by a
            successor
            Trustee with respect to the Securities of one or more series and to add
            to or
            change any of the provisions of this Indenture as shall be necessary
            to provide
            for or facilitate the administration of the trusts hereunder by more
            than one
            Trustee, pursuant to the requirements of Section 610; or

           

          (6)           to
            cure any ambiguity or to correct or supplement any provision herein which
            may be
            defective or inconsistent with any other provision herein, or to make
            any other
            provisions with respect to matters or questions arising under this Indenture
            which shall not adversely affect the interests of the Holders of Securities
            of
            any series then Outstanding or any Coupons appertaining thereto in any
            material
            respect; or

           

          (7)           to
            add to, delete from or revise the conditions, limitations and restrictions
            on
            the authorized amount, terms or purposes of issue, authentication and
            delivery
            of Securities, as herein set forth; or

           

          (8)           to
            add any additional Events of Default with respect to all or any series
            of
            Securities (as shall be specified in such supplemental indenture);
            or

           

          (9)           to
            supplement any of the provisions of this Indenture to such extent as
            shall be
            necessary to permit or facilitate the defeasance and discharge of any
            series of
            Securities pursuant to Article Four, provided that any such action shall
            not
            adversely affect the interests of any Holder of a Security of such series
            and
            any Coupons appertaining thereto or any other Security or Coupon in any
            material
            respect; or

           

          (10)           to
            secure the Securities; or

           

          (11)           to
            issue a Guarantee with respect to the Securities of any series; or

           

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

           

          (13)           to
            amend or supplement any provision contained herein or in any supplemental
            indenture (which amendment or supplement may apply to one or more series
            of
            Securities or to one or more Securities within any series as specified
            in such
            supplemental indenture or indentures), provided that such amendment or
            supplement does not apply to any Outstanding Security issued prior to
            the date
            of such supplemental indenture and entitled to the benefits of such
            provision.

           

           

          
            
              
              

            

            
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          Section
            902.          Supplemental
            Indentures with Consent of Holders.

           

          With
            the consent of the Holders of not
            less than a majority in aggregate principal amount of the Outstanding
            Securities
            of all series affected by such supplemental indenture (voting as one
            class), by
            Act of said Holders delivered to the Company and the Trustee, the Company
            (when
            authorized by or pursuant to a Board Resolution, which resolution may
            provide
            general terms or parameters for such action and may provide that the
            specific
            terms of such action may be determined in accordance with or pursuant
            to a
            Company Order), Guarantor and the Trustee may enter into an indenture
            or
            indentures supplemental hereto for the purpose of adding any provisions
            to or
            changing in any manner or eliminating any of the provisions of this Indenture
            or
            of the Securities of such series or of modifying in any manner the rights
            of the
            Holders of Securities of such series under this Indenture; provided,
            however,
            that no such supplemental indenture, without the consent of the Holder
            of each
            Outstanding Security affected thereby, shall

           

          (1)           change
            the Stated Maturity of the principal of, or any premium or installment
            of
            interest on or any Additional Amounts with respect to, any Security,
            or reduce
            the principal amount thereof or the rate (or modify the calculation of
            such
            rate) of interest thereon or any Additional Amounts with respect thereto,
            or any
            premium payable upon the redemption thereof or otherwise, or change the
            obligation of the Company to pay Additional Amounts pursuant to
            Section 1004 (except as contemplated by Section 801(1) and permitted
            by Section 901(1)), or reduce the amount of the principal of an Original
            Issue Discount Security that would be due and payable upon a declaration
            of
            acceleration of the Maturity thereof pursuant to Section 502 or the amount
            thereof provable in bankruptcy pursuant to Section 504, adversely affect
            the right of repayment at the option of any Holder as contemplated by
            Article
            Thirteen, or change the Place of Payment, Currency in which the principal
            of,
            any premium or interest on, or any Additional Amounts with respect to
            any
            Security is payable, or impair the right to institute suit for the enforcement
            of any such payment on or after the Stated Maturity thereof (or, in the
            ease of
            redemption, on or after the Redemption Date or, in the case of repayment
            at the
            option of the Holder, on or after the date for repayment), or

           

          (2)           reduce
            the percentage in principal amount of the Outstanding Securities of any
            one or
            more series, the consent of whose Holders is required for any such supplemental
            indenture, or the consent of whose Holders is required for any waiver
            (of
            compliance with certain provisions of this Indenture or certain defaults
            hereunder and their consequences) provided for in this Indenture, or
            reduce the
            requirements of Section 1504 for quorum or voting, or

           

          (3)           change
            any obligation of the Company to maintain an office or agency in the
            places and
            for the purposes specified in Section 1002, or

           

          (4)           release
            Guarantor from any Guarantee, except as may be provided in the supplemental
            indenture establishing the terms of a series of Securities subject to
            such
            Guarantee, or

           

          (5)           modify
            any of the provisions of this Section or Section 513 or 1007, except to
            increase any such percentage or to provide that certain other provisions
            of this
            Indenture cannot be modified or waived without the consent of the Holder
            of each
            Outstanding Security affected thereby, or

           

           

          
            
              
              

            

            
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          (6)           make
            any change that adversely affects the right to convert or exchange any
            Security
            for Common Stock or other securities in accordance with its terms.

           

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

           

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

           

          Section
            903.          Execution of
            Supplemental Indentures.

           

          As
            a condition to executing, or
            accepting the additional trusts created by, any supplemental indenture
            permitted
            by this Article or the modifications thereby of the trust created by
            this
            Indenture, the Trustee shall be entitled to receive, and (subject to
            Section 601) shall be fully protected in relying upon, an Opinion of
            Counsel stating that the execution of such supplemental indenture is
            authorized
            or permitted by this Indenture and that it constitutes the legal, valid
            and
            binding obligation of the Company subject to customary
            exceptions.  The Trustee may, but shall not be obligated to, enter
            into any such supplemental indenture which affects the Trustee’s own rights,
            duties or immunities under this Indenture or otherwise.

           

          Section
            904.          Effect of
            Supplemental Indentures.

           

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

           

          Section
            905.          Reference in
            Securities to Supplemental Indentures.

           

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

           

          Section
            906.          Conformity
            with Trust Indenture Act.

           

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

           

           

          
            
              
              

            

            
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          ARTICLE
            TEN

          COVENANTS

           

          Section
            1001.        Payment of Principal,
            Any Premium, Interest and Additional Amounts.

           

          The
            Company covenants and agrees for
            the benefit of the Holders of the Securities of each series that it will
            duly
            and punctually pay the principal of, any premium and interest on and
            any
            Additional Amounts with respect to the Securities of such series in accordance
            with the terms thereof, any Coupons appertaining thereto and this
            Indenture.  Any interest due on any Bearer Security on or before the
            Maturity thereof, and any Additional Amounts payable with respect to
            such
            interest, shall be payable only upon presentation and surrender of the
            Coupons
            appertaining thereto for such interest as they severally mature.

           

          Section
            1002.        Maintenance of Office
            or Agency.

           

          The
            Company shall maintain in each
            Place of Payment for any series of Securities an Office or Agency where
            Securities of such series (but not Bearer Securities, except as otherwise
            provided below, unless such Place of Payment is located outside the United
            States) may be presented or surrendered for payment, where Securities
            of such
            series may be surrendered for registration of transfer or exchange, where
            Securities of such series that are convertible or exchangeable may be
            surrendered for conversion or exchange, and where notices and demands
            to or upon
            the Company in respect of the Securities of such series relating thereto
            and
            this Indenture may be served.  If Securities of a series are issuable
            as Bearer Securities, the Company shall maintain, subject to any laws
            or
            regulations applicable thereto, an Office or Agency in a Place of Payment
            for
            such series which is located outside the United States where Securities
            of such
            series and any Coupons appertaining thereto may be presented and surrendered
            for
            payment; provided, however, that if the Securities of such series are
            listed on
            The International Stock Exchange of the United Kingdom and the Republic
            of
            Ireland or the Luxembourg Stock Exchange or any other stock exchange
            located
            outside the United States and such stock exchange shall so require, the
            Company
            shall maintain a Paying Agent in London, Luxembourg or any other required
            city
            located outside the United States, as the case may be, so long as the
            Securities
            of such series are listed on such exchange.  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,
            except that Bearer Securities of such series and any Coupons appertaining
            thereto may be presented and surrendered for payment at the place specified
            for
            the purpose with respect to such Securities as provided in or pursuant
            to this
            Indenture, and the Company hereby appoints the Trustee as its agent to
            receive
            all such presentations, surrenders, notices and demands.

           

          Except
            as otherwise provided in or
            pursuant to this Indenture, no payment of principal, premium, interest
            or
            Additional Amounts with respect to Bearer Securities shall be made at
            any Office
            or Agency in the United States or by check mailed to any address in the
            United
            States or by transfer to an account maintained with a bank located in
            the United
            States; provided, however, if amounts owing with respect to any Bearer
            Securities shall be payable in Dollars, payment of principal of, any
            premium or
            interest on and any Additional Amounts with respect to any such Security
            may be
            made at the Corporate Trust Office of the Trustee or any Office or Agency
            designated by the Company in the Borough of Manhattan, The City of New
            York, if
            (but only if) payment of the full amount of such principal, premium,
            interest or
            Additional Amounts at all offices outside the United States maintained
            for such
            purpose by the Company in accordance with this Indenture is illegal or
            effectively precluded by exchange controls or other similar
            restrictions.

           

           

          
            
              
              

            

            
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          The
            Company may also from time to time
            designate one or more other Offices or Agencies where the Securities
            of one or
            more series may be presented or surrendered for any or all such purposes
            and may
            from time to time rescind such designations; provided, however, that
            no such
            designation or rescission shall in any manner relieve the Company of
            its
            obligation to maintain an Office or Agency in each Place of Payment for
            Securities of any series for such purposes.  The Company shall give
            prompt written notice to the Trustee of any such designation or rescission
            and
            of any change in the location of any such other Office or
            Agency.  Unless otherwise provided in or pursuant to this Indenture,
            the Company hereby designates as the Place of Payment for each series
            of
            Securities the Borough of Manhattan, The City of New York, and initially
            appoints the Corporate Trust Office of the Trustee as the Company’s Office or
            Agency in the Borough of Manhattan, The City of New York for such
            purpose.  The Company may subsequently appoint a different Office or
            Agency in the Borough of Manhattan, The City of New York for the Securities
            of
            any series.

           

          Section
            1003.        Money for Securities
            Payments to be Held in Trust.

           

          If
            the Company shall at any time act as
            its own Paying Agent with respect to any series of Securities, it shall,
            on or
            before each due date of the principal of, any premium or interest on
            or
            Additional Amounts with respect to any of the Securities of such series,
            segregate and hold in trust for the benefit of the Persons entitled thereto
            a
            sum in the Currency or Currencies in which the Securities of such series
            are
            payable (except as otherwise specified pursuant to Section 301 for the
            Securities of such series) sufficient to pay the principal or any premium,
            interest or Additional Amounts so becoming due until such sums shall
            be paid to
            such Persons or otherwise disposed of as herein provided, and shall promptly
            notify the Trustee of its action or failure so to act.

           

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

           

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

           

          (1)           hold
            all sums held by it for the payment of the principal of, any premium
            or interest
            on or any Additional Amounts with respect to Securities of such series
            in trust
            for the benefit of the Persons entitled thereto until such sums shall
            be paid to
            such Persons or otherwise disposed of as provided in or pursuant to this
            Indenture;

           

           

          
            
              
              

            

            
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          (2)           give
            the Trustee notice of any default by the Company in the making of any
            payment of
            principal, any premium or interest on or any Additional Amounts with
            respect to
            the Securities of such series; and

           

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

           

          The
            Company may at any time, for the
            purpose of obtaining the satisfaction and discharge of this Indenture
            or for any
            other purpose, pay, or by Company Order direct any Paying Agent to pay,
            to the
            Trustee all sums held in trust by the Company or such Paying Agent, such
            sums to
            be held by the Trustee upon the same terms 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 sums.

           

          Except
            as otherwise provided herein or
            pursuant hereto, any money deposited with the Trustee or any Paying Agent,
            or
            then held by the Company, in trust for the payment of the principal of,
            any
            premium or interest on or any Additional Amounts with respect to any
            Security of
            any series or any Coupon appertaining thereto and remaining unclaimed
            for two
            years after such principal or any such premium or interest or any such
            Additional Amounts shall have become due and payable shall be paid to
            the
            Company on Company Request, or (if then held by the Company) shall be
            discharged
            from such trust; and the Holder of such Security or any Coupon appertaining
            thereto shall thereafter, as an unsecured general creditor, look only
            to the
            Company for payment thereof, and all liability of the Trustee or such
            Paying
            Agent with respect to such trust money, and all liability of the Company
            as
            trustee thereof, shall thereupon cease; provided, however, that the Trustee
            or
            such Paying Agent, before being required to make any such repayment,
            may at the
            expense of the Company cause to be published once, in an Authorized Newspaper
            in
            each Place of Payment for such series or to be mailed to Holders of Registered
            Securities of such series, or both, notice that such money remains unclaimed
            and
            that, after a date specified therein, which shall not be less than 30
            days from
            the date of such publication or mailing nor shall it be later than two
            years
            after such principal and any premium or interest or Additional Amounts
            shall
            have become due and payable, any unclaimed balance of such money then
            remaining
            will be repaid to the Company.

           

          Section
            1004.        Additional
            Amounts.

           

          If
            any Securities of a series provide
            for the payment of Additional Amounts, the Company agrees to pay to the
            Holder
            of any such Security or any Coupon appertaining thereto Additional Amounts
            as
            provided in or pursuant to this Indenture or such
            Securities.  Whenever in this Indenture there is mentioned, in any
            context, the payment of the principal of or any premium or interest on,
            or in
            respect of, any Security of any series or any Coupon or the net proceeds
            received on the sale or exchange of any Security of any series, such
            mention
            shall be deemed to include mention of the payment of Additional Amounts
            provided
            by the terms of such series established hereby or pursuant hereto to
            the extent
            that, in such context, Additional Amounts are, were or would be payable
            in
            respect thereof pursuant to such terms, and express mention of the payment
            of
            Additional Amounts (if applicable) in any provision hereof shall not
            be
            construed as excluding Additional Amounts in those provisions hereof
            where such
            express mention is not made.

           

           

          
            
              
              

            

            
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          Except
            as otherwise provided in or
            pursuant to this Indenture or the Securities of any series, if the Securities
            of
            a series provide for the payment of Additional Amounts, at least 10 days
            prior
            to the first Interest Payment Date with respect to such series of Securities
            (or
            if the Securities of such series shall not bear interest prior to Maturity,
            the
            first day on which a payment of principal is made), and at least 10 days
            prior
            to each date of payment of principal or interest if there has been any
            change
            with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the principal
            Paying
            Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate
            instructing the Trustee and such Paying Agent or Paying Agents whether
            such
            payment of principal of and premium, if any, or interest, if any, on
            the
            Securities of such series shall be made to Holders of Securities of such
            series
            or the Coupons appertaining thereto who are United States Aliens without
            withholding for or on account of any tax, assessment or other governmental
            charge described in the Securities of such series.  If any such
            withholding shall be required, then such Officers’ Certificate shall specify by
            country the amount, if any, required to be withheld on such payments
            to such
            Holders of Securities or Coupons, and the Company agrees to pay to the
            Trustee
            or such Paying Agent the Additional Amounts required by the terms of
            such
            Securities.  The Company covenants to indemnify the Trustee and any
            Paying Agent for, and to hold them harmless against, any 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.

           

          Section
            1005.        Company Statement as to
            Compliance.

           

          The
            Company will deliver to the
            Trustee, within 120 days after the end of each fiscal year, an Officer’s
            Certificate, stating as to each signer, that

           

          (1)           a
            review of the activities of the Company during such year and of performance
            under this Indenture has been made under his or her supervision;
            and

           

          (2)           to
            the best of his or her knowledge, based on such review, (a) the Company has
            fulfilled all its obligations under this Indenture throughout such year,
            or, if
            there has been a material default in the fulfillment of any such obligation,
            specifying each such default known to him or her and the nature and status
            thereof, and (b) no event has occurred and is continuing which is, or after
            notice or lapse of time or both would become, an Event of Default under
            Section 501, or, if such an event has occurred and is continuing,
            specifying each such event known to him or her and the nature and status
            thereof.

           

          Section
            1006.        Limitation on Liens on
            Stock of the Principal Subsidiaries.

           

          Neither
            the Company nor Guarantor will,
            nor will the Company or Guarantor permit any of its Subsidiaries to,
            create,
            assume, incur or suffer to exist any Lien upon any stock or indebtedness,
            whether owned on the date of this Indenture or hereafter acquired, of
            any
            Principal Subsidiary, to secure any Obligation (other than the Securities)
            of
            the Company or Guarantor, any of their respective Subsidiaries or any
            other
            Person, without in any such case making effective provision whereby all
            of the
            Outstanding Securities shall be directly secured equally and ratably
            with such
            Obligation for so long as such Obligation (other than the Securities)
            shall be
            so secured.

           

           

          
            
              
              

            

            
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          Section
            1007.        Waiver of Certain
            Covenants.

           

          The
            Company or Guarantor may omit in
            any particular instance to comply with any term, provision or condition
            set
            forth in Sections 1006 and 1008 with respect to the Securities of any
            series if
            before the time for such compliance the Holders of not less than a majority
            in
            principal amount of the Outstanding Securities of such series shall,
            by Act of
            such Holders, either waive such compliance in such instance or generally
            waive
            compliance with such term, provision or condition, but no such waiver
            shall
            extend to or affect such term, provision or condition except to the extent
            so
            expressly waived and, until such waiver shall become effective, the obligations
            of the Company and Guarantor and the duties of the Trustee in respect
            of any
            such term, provision or condition shall remain in full force and
            effect.

           

          Section
            1008.        Existence; Conduct of
            Business.

           

          The
            Company will do or cause to be done
            all things necessary to preserve, renew and keep in full force and effect
            its
            legal corporate existence and the rights, licenses, permits, privileges
            and
            franchises it reasonably deems necessary to the conduct of its business;
            provided that the foregoing shall not prohibit any merger, consolidation,
            conveyance, transfer or lease not prohibited under Article Eight.

           

          ARTICLE
            ELEVEN

          REDEMPTION
            OF SECURITIES

           

          Section
            1101.        Applicability of
            Article.

           

          Redemption
            of Securities of any series
            at the option of the Company as permitted or required by the terms of
            such
            Securities shall be made in accordance with the terms of such Securities
            and
            (except as otherwise provided herein or pursuant hereto) this
            Article.

           

          Section
            1102.        Election to Redeem;
            Notice to Trustee.

           

          The
            election of the Company to redeem
            any Securities shall be evidenced by or pursuant to a Board
            Resolution.  In case of any redemption at the election of the Company
            of less than all of the Securities of any series, the Company shall,
            not less
            than 20 nor more than 60 days prior to the Redemption Date fixed by the
            Company
            (unless a shorter notice shall be satisfactory to the Trustee), notify
            the
            Trustee of such Redemption Date and of the principal amount of Securities
            of
            such series to be redeemed and, in the event that the Company shall determine
            that the Securities of any series to be redeemed shall be selected from
            Securities of such series having the same issue date, interest rate or
            interest
            rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the
            Company shall notify the Trustee of such Equivalent Terms.

           

           

          
            
              
              

            

            
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          Section
            1103.        Selection by Trustee of
            Securities to be Redeemed.

           

          If
            less than all of the Securities of
            any series are to be redeemed or if less than all of the Securities of
            any
            series with Equivalent Terms are to be redeemed, the particular Securities
            to be
            redeemed shall be selected not more than 60 days prior to the Redemption
            Date by
            the Trustee from the Outstanding Securities of such series or from the
            Outstanding Securities of such series with Equivalent Terms, as the case
            may be,
            not previously called for redemption, by such method as the Trustee shall
            deem
            fair and appropriate and which may provide for the selection for redemption
            of
            portions of the principal amount of Registered Securities of such series;
            provided, however, that no such partial redemption shall reduce the portion
            of
            the principal amount of a Registered Security of such series not redeemed
            to
            less than the minimum denomination for a Security of such series established
            herein or pursuant hereto.

           

          The
            Trustee shall promptly notify the
            Company and the Security Registrar (if other than itself) in writing
            of the
            Securities selected for redemption and, in the case of any Securities
            selected
            for partial redemption, the principal amount thereof to be
            redeemed.

           

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

           

          Unless
            otherwise specified in or
            pursuant to this Indenture or the Securities of any series, if any Security
            selected for partial redemption is converted or exchanged for Common
            Stock or
            other securities in part before termination of the conversion or exchange
            right
            with respect to the portion of the Security so selected, the converted
            or
            exchanged portion of such Security shall be deemed (so far as may be)
            to be the
            portion selected for redemption.  Securities which have been converted
            or exchanged during a selection of Securities to be redeemed shall be
            treated by
            the Trustee as Outstanding for the purpose of such selection.

           

          Section
            1104.        Notice of
            Redemption.

           

          Notice
            of redemption shall be given in
            the manner provided in Section 106, not less than 20 nor more than 60 days
            prior to the Redemption Date, unless a shorter period is specified in
            the
            Securities to be redeemed, to the Holders of Securities to be
            redeemed.  Failure to give notice by mailing in the manner herein
            provided to the Holder of any Registered Securities designated for redemption
            as
            a whole or in part, or any defect in the notice to any such Holder, shall
            not
            affect the validity of the proceedings for the redemption of any other
            Securities or portion thereof.

           

          Any
            notice that is mailed to the Holder
            of any Registered Securities in the manner herein provided shall be conclusively
            presumed to have been duly given, whether or not such Holder receives
            the
            notice.

           

          All
            notices of redemption shall
            state:

           

          (1)           the
            Redemption Date,

           

          (2)           the
            Redemption Price,

           

           

          
            
              
              

            

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

           

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

           

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

           

          (6)           the
            place or places where such Securities, together (in the case of Bearer
            Securities) with all Coupons appertaining thereto, if any, maturing after
            the
            Redemption Date, are to be surrendered for payment of the Redemption
            Price and
            any accrued interest and Additional Amounts pertaining thereto,

           

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

           

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

           

          (9)           if
            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
            Redemption
            Date pursuant to Section 305 or otherwise, the last date, as determined by
            the Company, on which such exchanges may be made,

           

          (10)           in
            the case of Securities of any series that are convertible or exchangeable
            into
            Common Stock or other securities, the conversion or exchange price or
            rate, the
            date or dates on which the right to convert or exchange the principal
            of the
            Securities of such series to be redeemed will commence or terminate and
            the
            place or places where such Securities may be surrendered for conversion
            or
            exchange, and

           

          (11)           the
            CUSIP number or Euroclear or Clearstream reference numbers of such Securities,
            if any (or any other numbers used by a Depository to identify such
            Securities).

           

          A
            notice of redemption published as
            contemplated by Section 106 need not identify particular Registered
            Securities to be redeemed.

           

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

           

           

          
            
              
              

            

            
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          Section
            1105.        Deposit of Redemption
            Price.

           

          On
            or prior to any Redemption Date, the
            Company shall deposit, with respect to the Securities of any series called
            for
            redemption pursuant to Section 1104, with the Trustee or with a Paying
            Agent (or, if the Company is acting as its own Paying Agent, segregate
            and hold
            in trust as provided in Section 1003) an amount of money in the applicable
            Currency sufficient to pay the Redemption Price of, and (except if the
            Redemption Date shall be an Interest Payment Date, unless otherwise specified
            pursuant to Section 301 for or in the Securities of such series) any
            accrued interest on and Additional Amounts with respect thereto, all
            such
            Securities or portions thereof which are to be redeemed on that
            date.

           

          Section
            1106.        Securities Payable on
            Redemption Date.

           

          Notice
            of redemption having been given
            as aforesaid, the Securities so to be redeemed shall, on the Redemption
            Date,
            become due and payable at the Redemption Price therein specified, and
            from and
            after such date (unless the Company shall default in the payment of the
            Redemption Price and accrued interest) such Securities shall cease to
            bear
            interest and the Coupons for such interest appertaining to any Bearer
            Securities
            so to be redeemed, except to the extent provided below, shall be
            void.  Upon surrender of any such Security for redemption in
            accordance with said notice, together with all Coupons, if any, appertaining
            thereto maturing after the Redemption Date, such Security shall be paid
            by the
            Company at the Redemption Price, together with any accrued interest and
            Additional Amounts to the Redemption Date; provided, however, that, except
            as
            otherwise provided in or pursuant to this Indenture or the Bearer Securities
            of
            such series, installments of interest on Bearer Securities whose Stated
            Maturity
            is on or prior to the Redemption Date shall be payable only upon presentation
            and surrender of Coupons for such interest (at an Office or Agency located
            outside the United States except as otherwise provided in Section 1002),
            and provided, further, that, except as otherwise specified in or pursuant
            to
            this Indenture or the Registered Securities of such series, installments
            of
            interest on Registered Securities whose Stated Maturity is on or prior
            to the
            Redemption Date shall be payable to the Holders of such Securities, or
            one or
            more Predecessor Securities, registered as such at the close of business
            on the
            Regular Record Dates therefor according to their terms and the provisions
            of
            Section 307.

           

          If
            any Bearer Security surrendered for
            redemption shall not be accompanied by all appurtenant Coupons maturing
            after
            the Redemption Date, such Security may be paid after deducting from the
            Redemption Price an amount equal to the face amount of all such missing
            Coupons,
            or the surrender of such missing Coupon or Coupons may be waived by the
            Company
            and the Trustee if there be furnished to them such security or indemnity
            as they
            may require to save each of them and any Paying Agent harmless.  If
            thereafter the Holder of such Security shall surrender to the Trustee
            or any
            Paying Agent any such missing Coupon in respect of which a deduction
            shall have
            been made from the Redemption Price, such Holder shall be entitled to
            receive
            the amount so deducted; provided, however, that any interest or Additional
            Amounts represented by Coupons shall be payable only upon presentation
            and
            surrender of those Coupons at an Office or Agency for such Security located
            outside of the United States except as otherwise provided in
            Section 1002.

           

           

          
            
              
              

            

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

           

          Section
            1107.        Securities Redeemed in
            Part.

           

          Any
            Registered Security which is to be
            redeemed only in part shall be surrendered at any Office or Agency for
            such
            Security (with, if the Company or the Trustee so requires, due endorsement
            by,
            or a written instrument of transfer in form satisfactory to the Company
            and the
            Trustee duly executed by, the Holder thereof or his attorney duly authorized
            in
            writing) and the Company shall execute and the Trustee shall authenticate
            and
            deliver to the Holder of such Security without service charge, a new
            Registered
            Security or Securities of the same series, containing identical terms
            and
            provisions, of any authorized denomination as requested by such Holder
            in
            aggregate principal amount equal to and in exchange for the unredeemed
            portion
            of the principal of the Security so surrendered.  If a Security in
            global form is so surrendered, the Company shall execute, and the Trustee
            shall
            authenticate and deliver to the Depository for such Security in global
            form as
            shall be specified in the Company Order with respect thereto to the Trustee,
            without service charge, a new Security in global form in a denomination
            equal to
            and in exchange for the unredeemed portion of the principal of the Security
            in
            global form so surrendered

           

          ARTICLE
            TWELVE

          SINKING
            FUNDS

           

          Section
            1201.        Applicability of
            Article.

           

          The
            provisions of this Article shall be
            applicable to any sinking fund for the retirement of Securities of a
            series,
            except as otherwise permitted or required in or pursuant to this Indenture
            or
            any Security of such series issued pursuant to this Indenture.

           

          The
            minimum amount of any sinking fund
            payment provided for by the terms of Securities of any series is herein
            referred
            to as a “mandatory sinking fund payment”, and any payment in excess of such
            minimum amount provided for by the terms of Securities of such series
            is herein
            referred to as an “optional sinking fund payment”.  If provided for by
            the terms of Securities of any series, the cash amount of any sinking
            fund
            payment may be subject to reduction as provided in
            Section 1202.  Each sinking fund payment shall be applied to the
            redemption of Securities of any series as provided for by the terms of
            Securities of such series and this Indenture.

           

          Section
            1202.        Satisfaction of Sinking
            Fund Payments with Securities.

           

          The
            Company may, in satisfaction of all
            or any part of any sinking fund payment with respect to the Securities
            of any
            series to be made pursuant to the terms of such Securities (1) deliver
            Outstanding Securities of such series (other than any of such Securities
            previously called for redemption or any of such Securities in respect
            of which
            cash shall have been released to the Company (as described below)), together
            in
            the case of any Bearer Securities of such series with all unmatured Coupons
            appertaining thereto, and (2) apply as a credit Securities of such series
            which have been redeemed either at the election of the Company pursuant
            to the
            terms of such series of Securities or through the application of permitted
            optional sinking fund payments pursuant to the terms of such Securities,
            provided that such Securities have not been previously so
            credited.  Such Securities shall be received and credited for such
            purpose by the Trustee at the Redemption Price specified in such Securities
            for
            redemption through operation of the sinking fund and the amount of such
            sinking
            fund payment shall be reduced accordingly.  If as a result of the
            delivery or credit of Securities of any series in lieu of cash payments
            pursuant
            to this Section 1202, the principal amount of Securities of such series to
            be redeemed in order to exhaust the aforesaid cash payment shall be less
            than
            $100,000, the Trustee need not call Securities of such series for redemption,
            except upon Company Request, and such cash payment shall be held by the
            Trustee
            or a Paying Agent and applied to the next succeeding sinking fund payment,
            provided, however, that the Trustee or such Paying Agent shall at the
            request of
            the Company from time to time pay over and deliver to the Company any
            cash
            payment so being held by the Trustee or such Paying Agent upon delivery
            by the
            Company to the Trustee of Securities of that series purchased by the
            Company
            having an unpaid principal amount equal to the cash payment requested
            to be
            released to the Company.

           

           

          
            
              
              

            

            
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          Section
            1203.        Redemption of
            Securities for Sinking Fund.

           

          Not
            less than 75 days prior to each
            sinking fund payment date for any series of Securities, the Company shall
            deliver to the Trustee an Officers’ Certificate specifying the amount of the
            next ensuing mandatory sinking fund payment for that series pursuant
            to the
            terms of that series, the portion thereof, if any, which is to be satisfied
            by
            payment of cash and the portion thereof, if any, which is to be satisfied
            by
            delivering and crediting of Securities of that series pursuant to
            Section 1202, and the optional amount, if any, to be added in cash to the
            next ensuing mandatory sinking fund payment, and will also deliver to
            the
            Trustee any Securities to be so credited and not theretofore
            delivered.  If such Officers’ Certificate shall specify an optional
            amount to be added in cash to the next ensuing mandatory sinking fund
            payment,
            the Company shall thereupon be obligated to pay the amount therein
            specified.  Not less than 45 days before each such sinking fund
            payment date the Trustee shall select the Securities to be redeemed upon
            such
            sinking fund payment date in the manner specified in Section 1103 and cause
            notice of the redemption thereof to be given in the name of and at the
            expense
            of the Company in the manner provided in Section 1104.  Such
            notice having been duly given, the redemption of such Securities shall
            be made
            upon the terms and in the manner stated in Sections 1106 and 1107.

           

          ARTICLE
            THIRTEEN

          REPAYMENT
            AT THE OPTION OF HOLDERS

           

          Section
            1301.        Applicability of
            Article.

           

          Securities
            of any series which are
            repayable at the option of the Holders thereof before their Stated Maturity
            shall be repaid in accordance with the terms of the Securities of such
            series.  The repayment of any principal amount of Securities pursuant
            to such option of the Holder to require repayment of Securities before
            their
            Stated Maturity, for purposes of Section 309, shall not operate as a
            payment, redemption or satisfaction of the indebtedness represented by
            such
            Securities unless and until the Company, at its option, shall deliver
            or
            surrender the same to the Trustee with a directive that such Securities
            be
            cancelled.  Notwithstanding anything to the contrary contained in this
            Section 1301, in connection with any repayment of Securities, the Company
            may arrange for the purchase of any Securities by an agreement with one
            or more
            investment bankers or other purchasers to purchase such Securities by
            paying to
            the Holders of such Securities on or before the close of business on
            the
            repayment date an amount not less than the repayment price payable by
            the
            Company on repayment of such Securities, and the obligation of the Company
            to
            pay the repayment price of such Securities shall be satisfied and discharged
            to
            the extent such payment is so paid by such purchasers.

           

          ARTICLE
            FOURTEEN

          SECURITIES
            IN FOREIGN CURRENCIES

           

          Section
            1401.        Applicability of
            Article.

           

          Whenever
            this Indenture provides for
            any distribution to Holders of Securities of any series in which not
            all of such
            Securities are denominated in the same Currency, in the absence of any
            provision
            to the contrary in or pursuant to this Indenture or the Securities of
            such
            series, any amount in respect of any Security denominated in a Currency
            other
            than Dollars shall be treated for any such distribution as that amount
            of
            Dollars that could be obtained for such amount on such reasonable basis
            of
            exchange and as of the record date with respect to Registered Securities
            of such
            series (if any) for such distribution (or, if there shall be no applicable
            record date, such other date reasonably proximate to the date of such
            distribution) as the Company may specify in a written notice to the Trustee
            or,
            in the absence of such written notice, as the Trustee may
            determine.

           

           

          
            
              
              

            

            
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          ARTICLE
            FIFTEEN

          MEETINGS
            OF HOLDERS OF SECURITIES

           

          Section
            1501.        Purposes for Which
            Meetings may be Called.

           

          A
            meeting of Holders of Securities of
            any one or more series may be called at any time and from time to time
            pursuant
            to this Article to make, give or take any request, demand, authorization,
            direction, notice, consent, waiver or other Act provided by this Indenture
            to be
            made, given or taken by Holders of Securities of the relevant
            series.

           

          Section
            1502.        Call, Notice and Place
            of Meetings.

           

          (1)           The
            Trustee may at any time call a meeting of Holders of Securities of any
            one or
            more series for any purpose specified in Section 1501, to be held at such
            time and at such place in the Borough of Manhattan, The City of New York,
            or, if
            Securities of such one or more series have been issued in whole or in
            part as
            Bearer Securities, in London or in such place outside the United States
            as the
            Trustee shall determine.  Notice of every meeting of Holders of
            Securities of any one or more series, setting forth the time and the
            place of
            such meeting and in general terms the action proposed to be taken at
            such
            meeting, shall be given to the Holders of Securities of the relevant
            series, in
            the manner provided in Section 106, not less than 21 nor more than 180 days
            prior to the date fixed for the meeting.

           

          (2)           In
            case at any time the Company (by or pursuant to a Board Resolution) or
            the
            Holders of at least 10% in principal amount of the Outstanding Securities
            of any
            one or more series entitled to vote on a matter as a group shall have
            requested
            the Trustee to call a meeting of the Holders of Securities of the applicable
            series for any purpose specified in Section 1501, by written request
            setting forth in reasonable detail the action proposed to be taken at
            the
            meeting, and the Trustee shall not have mailed notice of or made the
            first
            publication of the notice of such meeting within 21 days after receipt
            of such
            request (whichever shall be required pursuant to Section 106) or shall not
            thereafter proceed to cause the meeting to be held as provided herein,
            then the
            Company or the Holders of Securities of such series in the amount above
            specified, as the case may be, may determine the time and the place in
            the
            Borough of Manhattan, The City of New York, or, if Securities of such
            applicable
            series are to be issued as Bearer Securities, in London for such meeting
            and may
            call such meeting for such purposes by giving notice thereof as provided
            in
            clause (1) of this Section.

           

           

          
            
              
              

            

            
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          Section
            1503.        Persons Entitled to
            Vote at Meetings.

           

          To
            be entitled to vote at any meeting
            of Holders of Securities of any one or more series, as appropriate, a
            Person
            shall be (1) a Holder of one or more Outstanding Securities of such series,
            or (2) a Person appointed by an instrument in writing as proxy for a Holder
            or Holders of one or more Outstanding Securities of the applicable series
            by
            such Holder or Holders.  The only Persons who shall be entitled to be
            present or to speak at any meeting of Holders of Securities of any one
            or more
            series shall be the Persons entitled to vote at such meeting and their
            counsel,
            any representatives of the Trustee and its counsel, any representatives
            of the
            Company and its counsel and any representatives of Guarantor and its
            counsel.

           

          Section
            1504.        Quorum;
            Action.

           

          The
            Persons entitled to vote a majority
            in principal amount of the Outstanding Securities of a series shall constitute
            a
            quorum for a meeting of Holders of Securities of such series; provided,
            however,
            that with respect to a consent or waiver as contemplated in Section 902,
            the Persons entitled to vote a majority in aggregate principal amount
            of the
            Outstanding Securities of all series affected by any such supplemental
            indenture
            shall constitute a quorum for a meeting of Holders of Securities of all
            such
            series; provided, further, however, if any action is to be taken at such
            meeting
            with respect to a consent or waiver which this Indenture expressly provides
            may
            be given by the Holders of not less than a specified percentage in principal
            amount of the Outstanding Securities of one or more series, the Persons
            holding
            or representing such specified percentage in principal amount of the
            Outstanding
            Securities of the applicable series shall constitute a quorum.  In the
            absence of a quorum within 30 minutes after the time appointed for any
            such
            meeting, the meeting shall, if convened at the request of Holders of
            Securities
            of such applicable series, be dissolved.  In any other case the
            meeting may be adjourned for a period of not less than 10 days as determined
            by
            the chairman of the meeting prior to the adjournment of such
            meeting.  In the absence of a quorum at any such adjourned meeting,
            such adjourned meeting may be further adjourned for a period of not less
            than 10
            days as determined by the chairman of the meeting prior to the adjournment
            of
            such adjourned meeting.  Notice of the reconvening of any adjourned
            meeting shall be given as provided in Section 1502(1), except that such
            notice need be given only once not less than five days prior to the date
            on
            which the meeting is scheduled to be reconvened.  Notice of the
            reconvening of an adjourned meeting shall state expressly the percentage,
            as
            provided above, of the principal amount of the Outstanding Securities
            of such
            applicable series which shall constitute a quorum.

           

           

          
            
              
              

            

            
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          Except
            as limited by the proviso to
            Section 902, any resolution presented to a meeting or adjourned meeting
            duly reconvened at which a quorum is present as aforesaid may be adopted
            only by
            the affirmative vote of the Holders of a majority in principal amount
            of the
            Outstanding Securities of that series; provided, however, that, with
            respect to
            a consent or waiver contemplated in Section 902, any resolution presented
            to a meeting or adjourned meeting duly reconvened at which a quorum is
            present
            as aforesaid may be adopted only by the affirmative vote of the Holders
            of a
            majority in aggregate principal amount of the Outstanding Securities
            of all
            series affected by any such supplemental indenture (voting as a single
            class);
            provided, however, that, except as limited by the proviso to Section 902,
            any resolution with respect to any consent or waiver which this Indenture
            expressly provides may be given by the Holders of not less than a specified
            percentage in principal amount of the Outstanding Securities of one or
            more
            series may be adopted at a meeting or an adjourned meeting duly convened
            and at
            which a quorum is present as aforesaid only by the affirmative vote of
            the
            Holders holding or representing such specified percentage in principal
            amount of
            the Outstanding Securities of the applicable series; and provided, further,
            that, except as limited by the proviso to Section 902, any resolution with
            respect to any request, demand, authorization, direction, notice, consent,
            waiver or other Act which this Indenture expressly provides may be made,
            given
            or taken by the Holders of a specified percentage, which is less than
            a majority
            in principal amount of the Outstanding Securities of one or more series
            may be
            adopted at a meeting or an adjourned meeting duly reconvened and at which
            a
            quorum is present as aforesaid by the affirmative vote of the Holders
            of such
            specified percentage in principal amount of the Outstanding Securities
            of the
            applicable series.

           

          Any
            resolution passed or decision taken
            at any meeting of Holders of Securities of any one or more series duly
            held in
            accordance with this Section shall be binding on all the Holders of Securities
            of such applicable series and the Coupons appertaining thereto, whether
            or not
            such Holders were present or represented at the meeting.

           

          Section
            1505.        Determination of Voting
            Rights; Conduct and Adjournment of Meetings.

           

          (1)           Notwithstanding
            any other provisions of this Indenture, the Trustee may make such reasonable
            regulations as it may deem advisable for any meeting of Holders of Securities
            of
            any applicable series in regard to proof of the holding of Securities
            of such
            series and of the appointment of proxies and in regard to the appointment
            and
            duties of inspectors of votes, the submission and examination of proxies,
            certificates and other evidence of the right to vote, and such other
            matters
            concerning the conduct of the meeting as it shall deem
            appropriate.  Except as otherwise permitted or required by any such
            regulations, the holding of Securities shall be proved in the manner
            specified
            in Section 104 and the appointment of any proxy shall be proved in the
            manner specified in Section 104 or by having the signature of the person
            executing the proxy witnessed or guaranteed by any trust company, bank
            or banker
            authorized by Section 104 to certify to the holding of Bearer
            Securities.  Such regulations may provide that written instruments
            appointing proxies, regular on their face, may be presumed valid and
            genuine
            without the proof specified in Section 104 or other proof.

           

          (2)           The
            Trustee shall, by an instrument in writing, appoint a temporary chairman
            of the
            meeting, unless the meeting shall have been called by the Company or
            by Holders
            of Securities as provided in Section 1502(2), in which case the Company or
            the Holders of Securities of the one or more series calling the meeting,
            as the
            case may be, shall in like manner appoint a temporary chairman.  A
            permanent chairman and a permanent secretary of the meeting shall be
            elected by
            vote of the Persons entitled to vote a majority in principal amount of
            the
            Outstanding Securities of such applicable series represented at the
            meeting.

           

           

          
            
              
              

            

            
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          (3)           Unless
            otherwise provided in or pursuant to a Security, at any meeting, each
            Holder of
            a Security of such applicable series or proxy shall be entitled to one
            vote for
            each $1,000 principal amount of Securities of such applicable series
            held or
            represented by him; provided, however, that no vote shall be cast or
            counted at
            any meeting in respect of any Security challenged as not Outstanding
            and ruled
            by the chairman of the meeting to be not Outstanding.  The chairman of
            the meeting shall have no right to vote, except as a Holder of a Security
            of
            such applicable series or proxy.

           

          (4)           Any
            meeting of Holders of Securities of any one or more series duly called
            pursuant
            to Section 1502 at which a quorum is present may be adjourned from time to
            time by Persons entitled to vote a majority in principal amount of the
            Outstanding Securities of such applicable series represented at the meeting;
            and
            the meeting may be held as so adjourned without further notice.

           

          Section
            1506.        Counting Votes and
            Recording Action of Meetings.

           

          The
            vote upon any resolution submitted
            to any meeting of Holders of Securities of any one or more series shall
            be by
            written ballots on which shall be subscribed the signatures of the Holders
            of
            Securities of the applicable series or of their representatives by proxy
            and the
            principal amounts and serial numbers of the Outstanding Securities of
            the
            applicable series held or represented by them.  The permanent chairman
            of the meeting shall appoint two inspectors of votes who shall count
            all votes
            cast at the meeting for or against any resolution and who shall make
            and file
            with the secretary of the meeting their verified written reports in triplicate
            of all votes cast at the meeting.  A record, at least in triplicate,
            of the proceedings of each meeting of Holders of Securities of any one
            or more
            series shall be prepared by the secretary of the meeting and there shall
            be
            attached to said record the original reports of the inspectors of votes
            on any
            vote by ballot taken thereat and affidavits by one or more persons having
            knowledge of the facts setting forth a copy of the notice of the meeting
            and
            showing that said notice was given as provided in Section 1502 and, if
            applicable, Section 1504.  Each copy shall be signed and verified
            by the affidavits of the permanent chairman and secretary of the meeting
            and one
            such copy shall be delivered to the Company, and another to the Trustee
            to be
            preserved by the Trustee, the latter to have attached thereto the ballots
            voted
            at the meeting.  Any record so signed and verified shall be conclusive
            evidence of the matters therein stated.

           

          *
            * * *
            *

           

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

           

           

          
            
              
              

            

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

           

          
            	
                    CSX
                      TRANSPORTATION, INC.

                  
	 
	
                    By:

                  	 /s/ 
                    Carolyn T. Sizemore
	 	
                    Name:  Carolyn
                      T. Sizemore

                  
	 	
                    Title:    Vice
                      President and Controller

                  
	 
	
                    THE
                      BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

                  
	 
	
                    By:

                  	 /s/ 
                    Geraldine Creswell
	 	
                    Name: 
                      Geraldine Creswell

                  
	 	
                    Title:   
                      Assistant Treasurer

                  


          

           

           

           

           

           

           

           

           CSX
            Transportation, Inc. –
Base Indenture
–
            Signature
            Page