Unassociated Document


    
       

      INDENTURE

      between

      ANTHRACITE
        CAPITAL, INC.

       

      and

      WELLS
        FARGO BANK, N.A.,

      as
        Trustee

      __________________

       

      Dated
        as of June 15, 2007

       

      __________________

       

       


      


       

      TABLE
        OF CONTENTS

       

      
        	
                 

              	
                 

              	
                 

              	
                Page

              
	
                ARTICLE
                  I

              	
                DEFINITIONS
                  AND OTHER PROVISIONS OF GENERAL
                  APPLICATION

              	
                
                  1

                

              
	
                 

              	
                Section
                  1.1

              	
                Definitions

              	
                1

              
	
                 

              	
                Section
                  1.2

              	
                Compliance
                  Certificate and Opinions

              	
                9

              
	
                 

              	
                Section
                  1.3

              	
                Forms
                  of Documents Delivered to Trustee

              	
                10

              
	
                 

              	
                Section
                  1.4

              	
                Acts
                  of Holders

              	
                11

              
	
                 

              	
                Section
                  1.5

              	
                Notices,
                  Etc. to Trustee and Company

              	
                13

              
	
                 

              	
                Section
                  1.6

              	
                Notice
                  to Holders; Waiver

              	
                13

              
	
                 

              	
                Section
                  1.7

              	
                Effect
                  of Headings and Table of Contents

              	
                13

              
	
                 

              	
                Section
                  1.8

              	
                Successors
                  and Assigns

              	
                13

              
	
                 

              	
                Section
                  1.9

              	
                Separability

              	
                14

              
	
                 

              	
                Section
                  1.10

              	
                Benefits
                  of Indenture

              	
                14

              
	
                 

              	
                Section
                  1.11

              	
                Governing
                  Law

              	
                14

              
	
                 

              	
                Section
                  1.12

              	
                Submission
                  to Jurisdiction

              	
                14

              
	
                 

              	
                Section
                  1.13

              	
                Non-Business
                  Days

              	
                14

              
	
                 

              	
                Section
                  1.14

              	
                Counterparts

              	
                15

              
	
                ARTICLE
                  II

              	
                SENIOR
                  NOTE FORMS

              	
                15

              
	
                 

              	
                Section
                  2.1

              	
                Form
                  of Senior Note

              	
                15

              
	
                 

              	
                Section
                  2.2

              	
                Restrictive
                  Legend

              	
                19

              
	
                 

              	
                Section
                  2.3

              	
                Form
                  of Trustee’s Certificate of Authentication

              	
                21

              
	
                 

              	
                Section
                  2.4

              	
                Temporary
                  Senior Notes

              	
                21

              
	
                 

              	
                Section
                  2.5

              	
                Definitive
                  Senior Notes

              	
                22

              
	
                ARTICLE
                  III

              	
                THE
                  SENIOR NOTES

              	
                22

              
	
                 

              	
                Section
                  3.1

              	
                Payment
                  of Principal and Interest

              	
                22

              
	
                 

              	
                Section
                  3.2

              	
                Denominations

              	
                24

              
	
                 

              	
                Section
                  3.3

              	
                Execution,
                  Authentication, Delivery and Dating

              	
                24

              
	
                 

              	
                Section
                  3.4

              	
                Global
                  Senior Notes

              	
                25

              
	
                 

              	
                Section
                  3.5

              	
                Registration,
                  Transfer and Exchange Generally

              	
                27

              
	
                 

              	
                Section
                  3.6

              	
                Mutilated,
                  Destroyed, Lost and Stolen Senior Notes

              	
                29

              
	
                 

              	
                Section
                  3.7

              	
                Persons
                  Deemed Owners

              	
                29

              
	
                 

              	
                Section
                  3.8

              	
                Cancellation

              	
                30

              
	
              	
              	
              	
              	
              


      

       

       


      


       

       

      
        	
                 

              	
                Section
                  3.9

              	
                Agreed
                  Tax Treatment

              	
                30

              
	
                 

              	
                Section
                  3.10

              	
                CUSIP
                  Numbers

              	
                30

              
	
                ARTICLE
                  IV

              	
                SATISFACTION
                  AND DISCHARGE

              	
                30

              
	
                 

              	
                Section
                  4.1

              	
                Satisfaction
                  and Discharge of Indenture

              	
                30

              
	
                 

              	
                Section
                  4.2

              	
                Application
                  of Trust Money

              	
                32

              
	
                ARTICLE
                  V

              	
                REMEDIES

              	
                32

              
	
                 

              	
                Section
                  5.1

              	
                Events
                  of Default

              	
                32

              
	
                 

              	
                Section
                  5.2

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                33

              
	
                 

              	
                Section
                  5.3

              	
                Collection
                  of Indebtedness and Suits for Enforcement by
                  Trustee

              	
                34

              
	
                 

              	
                Section
                  5.4

              	
                Trustee
                  May File Proofs of Claim

              	
                34

              
	
                 

              	
                Section
                  5.5

              	
                Trustee
                  May Enforce Claim Without Possession of Senior
                  Notes

              	
                35

              
	
                 

              	
                Section
                  5.6

              	
                Application
                  of Money Collected

              	
                35

              
	
                 

              	
                Section
                  5.7

              	
                Limitation
                  on Suits

              	
                35

              
	
                 

              	
                Section
                  5.8

              	
                Unconditional
                  Right of Holders to Receive Principal,
                  Premium,

              	
                 

              
	
                 

              	
                 

              	
                if
                  any, and Interest

              	
                36

              
	
                 

              	
                Section
                  5.9

              	
                Restoration
                  of Rights and Remedies

              	
                36

              
	
                 

              	
                Section
                  5.10

              	
                Rights
                  and Remedies Cumulative

              	
                36

              
	
                 

              	
                Section
                  5.11

              	
                Delay
                  or Omission Not Waiver

              	
                36

              
	
                 

              	
                Section
                  5.12

              	
                Control
                  by Holders

              	
                37

              
	
                 

              	
                Section
                  5.13

              	
                Waiver
                  of Past Defaults

              	
                37

              
	
                 

              	
                Section
                  5.14

              	
                Undertaking
                  for Costs

              	
                38

              
	
                 

              	
                Section
                  5.15

              	
                Waiver
                  of Usury, Stay or Extension Laws

              	
                38

              
	
                ARTICLE
                  VI

              	
                THE
                  TRUSTEE

              	
                38

              
	
                 

              	
                Section
                  6.1

              	
                Corporate
                  Trustee Required

              	
                38

              
	
                 

              	
                Section
                  6.2

              	
                Certain
                  Duties and Responsibilities

              	
                38

              
	
                 

              	
                Section
                  6.3

              	
                Notice
                  of Defaults

              	
                40

              
	
                 

              	
                Section
                  6.4

              	
                Certain
                  Rights of Trustee

              	
                40

              
	
                 

              	
                Section
                  6.5

              	
                May
                  Hold Senior Notes

              	
                42

              
	
                 

              	
                Section
                  6.6

              	
                Compensation;
                  Reimbursement; Indemnity

              	
                42

              
	
                 

              	
                Section
                  6.7

              	
                Resignation
                  and Removal; Appointment of Successor

              	
                43

              
	
                 

              	
                Section
                  6.8

              	
                Acceptance
                  of Appointment by Successor

              	
                44

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
              	
              	
              	
              	
              


      

       

       

      ii

       


      


       

       

      
        	
                 

              	
                Section
                  6.9

              	
                Merger,
                  Conversion, Consolidation or Succession to
                  Business

              	
                44

              
	
                 

              	
                Section
                  6.10

              	
                Not
                  Responsible for Recitals or Issuance of Senior
                  Notes

              	
                45

              
	
                 

              	
                Section
                  6.11

              	
                Appointment
                  of Authenticating Agent

              	
                45

              
	
                ARTICLE
                  VII

              	
                HOLDER’S
                  LISTS AND REPORTS BY COMPANY

              	
                46

              
	
                 

              	
                Section
                  7.1

              	
                Company
                  to Furnish Trustee Names and Addresses of
                  Holders

              	
                46

              
	
                 

              	
                Section
                  7.2

              	
                Preservation
                  of Information, Communications to
                  Holders

              	
                46

              
	
                 

              	
                Section
                  7.3

              	
                Reports
                  by Company

              	
                47

              
	
                ARTICLE
                  VIII

              	
                CONSOLIDATION,
                  MERGER, CONVEYANCE, TRANSFER OR
                  LEASE

              	
                46

              
	
                 

              	
                Section
                  8.1

              	
                Company
                  May Consolidate, Etc., Only on Certain
                  Terms

              	
                48

              
	
                 

              	
                Section
                  8.2

              	
                Successor
                  Company Substituted

              	
                48

              
	
                ARTICLE
                  IX

              	
                SUPPLEMENTAL
                  INDENTURES

              	
                49

              
	
                 

              	
                Section
                  9.1

              	
                Supplemental
                  Indentures without Consent of Holders

              	
                49

              
	
                 

              	
                Section
                  9.2

              	
                Supplemental
                  Indentures with Consent of Holders

              	
                50

              
	
                 

              	
                Section
                  9.3

              	
                Execution
                  of Supplemental Indentures

              	
                51

              
	
                 

              	
                Section
                  9.4

              	
                Effect
                  of Supplemental Indentures

              	
                51

              
	
                 

              	
                Section
                  9.5

              	
                Reference
                  in Senior Notes to Supplemental
                  Indentures

              	
                51

              
	
                ARTICLE
                  X

              	
                COVENANTS

              	
                51

              
	
                 

              	
                Section
                  10.1

              	
                Payment
                  of Principal, Premium, if any, and Interest

              	
                51

              
	
                 

              	
                Section
                  10.2

              	
                Money
                  for Senior Note Payments to Be Held in Trust

              	
                51

              
	
                 

              	
                Section
                  10.3

              	
                Statement
                  as to Compliance

              	
                53

              
	
                 

              	
                Section
                  10.4

              	
                Calculation
                  Agent

              	
                53

              
	
                 

              	
                Section
                  10.5

              	
                Additional
                  Covenants

              	
                54

              
	
                 

              	
                Section
                  10.6

              	
                Offer
                  to Repurchase upon Certain Change of Control
                  Events

              	
                54

              
	
                 

              	
                Section
                  10.7

              	
                Waiver
                  of Covenants

              	
                57

              
	
                 

              	
                Section
                  10.8

              	
                Treatment
                  of Senior Notes

              	
                57

              
	
                ARTICLE
                  XI

              	
                REDEMPTION
                  OF SENIOR NOTES

              	
                57

              
	
                 

              	
                Section
                  11.1

              	
                Optional
                  Redemption and Special Redemption

              	
                57

              
	
                 

              	
                Section
                  11.2

              	
                [Reserved]

              	
                57

              
	
                 

              	
                Section
                  11.3

              	
                Election
                  to Redeem; Notice to Trustee

              	
                57

              
	
                 

              	
                Section
                  11.4

              	
                Selection
                  of Senior Notes to Be Redeemed

              	
                58

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
              	
              	
              	
              	
              


      

       

       

      iii

       


      


       

       

      
        	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Section
                  11.5

              	
                Notice
                  of Redemption

              	
                58

              
	
                 

              	
                Section
                  11.6

              	
                Deposit
                  of Optional Redemption Price

              	
                59

              
	
                 

              	
                Section
                  11.7

              	
                Payment
                  of Senior Notes Called for Redemption

              	
                59

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                SCHEDULE
                  AND EXHIBITS

              	
                 

              
	
                Schedule
                  A

              	
                -

              	
                Determination
                  of LIBOR

              	
                 

              
	
                Exhibit
                  A

              	
                -

              	
                Form
                  of Officer’s Financial Certificate pursuant to Section 7.3(b)

              	
                 

              
	
                Exhibit
                  B

              	
                -

              	
                Form
                  of Officer’s Certificate pursuant to Section 10.3

              	
                 

              
	
              	
              	
              	
              	
              


      

       

       

      iv

       


      


       

      INDENTURE

       

      This
        INDENTURE, dated as of June 15, 2007, is between ANTHRACITE CAPITAL,
        INC., a Maryland corporation (the “Company”), and WELLS
        FARGO BANK, N.A.,
        as Trustee (in such capacity, the “Trustee”).

      RECITALS
        OF THE COMPANY

      WHEREAS,
        the Company has duly authorized the execution and delivery of
        this Indenture to provide for the issuance of its unsecured senior notes
        (the
“Senior Notes”), and to provide
        the terms and conditions upon which the Senior Notes are to be authenticated,
        issued and delivered; and

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

      NOW,
        THEREFORE, THIS INDENTURE WITNESSETH:

      For
        and in consideration of the premises and the purchase of the Senior
        Notes by the Holders (as hereinafter defined) thereof, it is mutually covenanted
        and agreed, for the equal and proportionate benefit of all Holders of the
        Senior
        Notes, as follows:

      ARTICLE
        I

       

      DEFINITIONS
        AND OTHER PROVISIONS OF GENERAL APPLICATION

      
        	
                 

              	
                Section
                  1.1

              	
                Definitions.

              


      

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

      (a)          the
        terms defined in this Article
        I have the meanings assigned to them in this
Article I;

      (b)          the
        words “include,” “includes” and “including” shall be deemed to be
        followed by the phrase “without limitation”;

      (c)          all
        accounting terms used but not defined herein have the meanings
        assigned to them in accordance with GAAP;

      (d)          unless
        the context otherwise requires, any reference to an “Article,” a
“Section,” a “Schedule” or an “Exhibit” refers to an Article, a Section, a
        Schedule or an Exhibit, as the case may be, of or to this
        Indenture;

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

       

       


      


       

      
        	
                 

              	
                (f)

              	
                a
                  reference to the singular includes the plural and vice versa;
                  and

              


      

      (g)          the
        masculine, feminine or neuter genders used herein shall include the
        masculine, feminine and neuter genders.

      “Act”
when
        used with
        respect to any Holder, has the meaning specified in Section 1.4(a).

      “Additional
        Interest”
means the interest, if any, that shall accrue
        on any amounts payable on the
        Senior Notes, the payment of which has not been made on the applicable Interest
        Payment Date and which shall accrue at the rate per annum specified or
        determined as specified in such Senior Note, in each case to the extent legally
        enforceable.

      “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; provided, that, with respect to the Company or any of its
        subsidiaries, no Person shall be deemed an Affiliate of the Company or any
        of
        its subsidiaries due to such Person’s having a BlackRock entity as such Person’s
        manager.

      “Applicable
        Depositary Procedures” means, with respect to any transfer or transaction
        involving a Global
        Senior Note or beneficial interest therein, the rules and procedures of the
        Depositary for such Senior Note, in each case to the extent applicable to
        such
        transaction and as in effect from time to time.

      “Authenticating
        Agent”
means any Person authorized by the Trustee pursuant
        to Section 6.11 to act on behalf of
        the Trustee to
        authenticate the Senior Notes.

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

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

      “Business
        Day” means any
        day other than (i) a Saturday or Sunday, (ii) a day on which banking
        institutions in the City of New York are authorized or required by law or
        executive order to remain closed or (iii) a day on which the Corporate Trust
        Office of the Trustee is closed for business.

      “Calculation
        Agent” has
        the meaning specified in Section 10.4.

      “Change
        of Control” means
        (i) the consummation of any transaction (including, without limitation, any
        merger or other business combination) the result of which is that any “person”
(as such term is used in Sections 13(d)(3) of the Exchange Act), including
        a
“group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a
        director or other fiduciary holding 

       

      2

       


      


       

      securities
        under an employee benefit plan of the Company), becomes as a
        result of such transaction the beneficial owner of Equity Interests of the
        Company having at least fifty percent (50%) of the total number of votes
        that
        are entitled to be cast for the election of directors of the Company; or
        (ii)
        the sale of all or substantially all of the assets of the Company and its
        subsidiaries, taken as a whole, to any “person” (as such term is used in
        Sections 13(d)(3) of the Exchange Act) other than the Company or one of its
        subsidiaries.

      “Change
        of Control Offer”
is defined in Section 10.6

      “Closing
        Date” means the
        date specified in the Purchase Agreement for the offer and sale of the Senior
        Notes issued pursuant to this Indenture.

      “Code”
means
        the Internal
        Revenue Code of 1986 or any successor statute thereto, in each case as amended
        from time to time.

      “Commission”
has
        the
        meaning specified in Section 7.3(c).

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

      “Company
        Request” and
“Company Order”
mean,
        respectively, the written request or order signed in the name of the Company
        by
        its Chairman of the Board of Directors, Chief Executive Officer, President,
        Chief Financial Officer, Treasurer, or any Vice President, and delivered
        to the
        Trustee.

      “Consolidated
        Capitalization” shall mean the sum of stockholders’ equity and total indebtedness as
        shown on the consolidated balance sheet of the Company and its subsidiaries
        included in the Company’s Annual Report on Form 10-K or Quarterly Report on Form
        10-Q, as applicable.

      “Consolidated
        Indebtedness” shall mean total indebtedness as shown on the
        consolidated balance
        sheet of the Company and its subsidiaries included in the Company’s Annual
        Report on Form 10-K or Quarterly Report on Form 10-Q, as
        applicable.

      “Corporate
        Trust Office”
means the principal office of the Trustee at which
        at any particular time its
        corporate trust business shall be administered, which office at the date
        of this
        Indenture is located at 919 North Market Street, Suite 1600, Wilmington,
        Delaware 19801, Attn: Corporate Trust Department—Anthracite Capital,
        Inc.

      “Debt”
means,
        with respect
        to any Person, whether recourse is to all or a portion of the assets of such
        Person, whether currently existing or hereafter incurred and whether or not
        contingent and without duplication, (i) every obligation of such Person for
        money borrowed; (ii) every obligation of such Person evidenced by bonds,
        debentures, notes or other similar instruments, including obligations incurred
        in connection with the acquisition of property, assets or businesses; (iii)
        every reimbursement obligation of such Person with respect to letters of
        credit,
        bankers’ acceptances or similar facilities issued for the account of such
        Person; (iv) every obligation of such Person issued or assumed as the deferred
        purchase price of property or 

       

      3

       


      


       

      services
        (but excluding trade accounts payable or other accrued
        liabilities arising in the ordinary course of business); (v) every capital
        lease
        obligation of such Person; (vi) all indebtedness of such Person, whether
        incurred on or prior to the date of this Indenture or thereafter incurred,
        for
        claims in respect of derivative products, including interest rate, foreign
        exchange rate and commodity forward contracts, options and swaps and similar
        arrangements; (vii) every obligation of the type referred to in clauses (i)
        through (vi) of another Person and all dividends of another Person the payment
        of which, in either case, such Person has guaranteed or is responsible or
        liable
        for, directly or indirectly, as obligor or otherwise; and (viii) any renewals,
        extensions, refundings, amendments or modifications of any obligation of
        the
        types referred to in clauses (i) through (vii).

      “Debt-to-Total
        Capitalization
        Ratio” shall mean the ratio of Consolidated Indebtedness
        to Consolidated Capitalization.

      “Defaulted
        Interest” has
        the meaning specified in Section 3.1(c).

      “Definitive
        Senior Note
        Certificates” means Senior Notes issued in certificated
        fully registered form that are not Global Senior Notes.

      “Depositary”
means
        an
        organization registered as a clearing agency under the Exchange Act that
        is
        designated as Depositary by the Company or any successor thereto. DTC will
        be
        the initial Depositary.

      “Depositary
        Participant”
means a broker, dealer, bank, other financial
        institution or other Person for
        whom from time to time a Depositary effects book-entry transfers and pledges
        of
        securities deposited with the Depositary.

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

      “DTC”
means
        The Depository
        Trust Company, a New York corporation, or any successor thereto.

      “EDGAR”
has
        the meaning
        specified in Section 7.3(c).

      “Equity
        Interests” means
        (a) the partnership interests (both common and preferred partnership interests)
        in a partnership (whether a general or limited partnership), (b) the membership
        interests in a limited liability company (both common and preferred membership
        interests) and (c) the shares or stock interest (both common stock and preferred
        stock) in a corporation.

      “ERISA”
means
        the Employee
        Retirement Income Security Act of 1974 or any successor statute thereto,
        in each
        case as amended from time to time.

      “Event
        of Default” has the
        meaning specified in Section 5.1.

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

       

      4

       


      


       

      “Expiration
        Date” has the
        meaning specified in Section 1.4(h).

      “GAAP”
means
        United States
        generally accepted accounting principles, consistently applied, from time
        to
        time in effect.

      “Global
        Senior Note” means
        a Senior Note that evidences all or part of the Senior Notes, the ownership
        and
        transfers of which shall be made through book entries by a
        Depositary.

      “Government
        Obligation”
means (a) any security that is (i) a direct obligation
        of the United States of
        America of which the full faith and credit of the United States of America
        is
        pledged or (ii) an obligation of a Person controlled or supervised by and
        acting
        as an agency or instrumentality of the United States of America or the payment
        of which is unconditionally guaranteed as a full faith and credit obligation
        by
        the United States of America, which, in either case of clause (i) or (ii),
        is
        not callable or redeemable at the option of the issuer thereof, and (b) any
        depositary receipt issued by a “bank” (as defined in Section 3(a)(2) of the
        Securities Act) as custodian with respect to any Government Obligation that
        is
        specified in clause (a) above and held by such bank for the account of the
        holder of such depositary receipt, or with respect to any specific payment
        of
        principal of or interest on any Government Obligation that is so specified
        and
        held; provided, that (except as
        required by law) such custodian is not authorized to make any deduction from
        the
        amount payable to the holder of such depositary receipt from any amount received
        by the custodian in respect of the Government Obligation or the specific
        payment
        of principal or interest evidenced by such depositary receipt.

      “Holder”
means
        a Person in
        whose name a Senior Note is registered in the Securities Register.

      “Indenture”
means
        this
        Indenture as originally executed or as it may from time to time be amended
        or
        supplemented by one or more amendments or indentures supplemental hereto
        entered
        into pursuant to the applicable provisions hereof.

      “Intangible
        Assets” shall
        mean the excess of the cost over book value of assets acquired, patents,
        trademarks, trade names, copyrights, franchises and other items treated as
        intangibles in accordance with GAAP (excluding in any event the value of
        any
        residual securities). 

      “Interest
        Payment Date”
means January 30, April 30, July 30 and October
        30 of each year, commencing on
        July 30, 2007, during the term of this Indenture.

      “Investment
        Company Act”
means the Investment Company Act of 1940 or any
        successor statute thereto, in
        each case as amended from time to time.

      “Investment
        Company Event”
means the receipt by the Company of an Opinion
        of Counsel experienced in such
        matters to the effect that, as a result of the occurrence of a change in
        law or
        regulation (including any announced prospective change) or a written change
        in
        interpretation or application of law or regulation by any legislative body,
        court, governmental agency or regulatory authority, there is more than an
        insubstantial risk that the Company is or, within ninety (90) days of the
        date
        of such opinion will be, considered an “investment company” that is required to
        be registered under the Investment Company Act, which change or prospective
        

       

      5

       


      


       

      change
        becomes effective or would become effective, as the case may be,
        on or after the date of the issuance of the Senior Notes.

      “LIBOR”
has
        the meaning
        specified in Schedule A.

      “LIBOR
        Business Day” has
        the meaning specified in Schedule A.

      “LIBOR
        Determination Date”
has the meaning specified in Schedule A.

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

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

      “Officers’
Certificate”
        means a certificate signed by the Chairman of the Board, a Vice Chairman
        of the
        Board, the Chief Executive Officer, the President or a Vice President, and
        by
        the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
        Secretary or an Assistant Secretary, of the Company and delivered to the
        Trustee.

      “Operative
        Documents”
means the Purchase Agreement, this Indenture and
        the Senior Notes.

      “Opinion
        of Counsel” means
        a written opinion of counsel, who may be counsel for or an employee of the
        Company or any Affiliate of the Company.

      “Optional
        Redemption Price” means the redemption price equal to one hundred
        percent (100%) of the
        principal amount of the Senior Notes plus accrued and unpaid interest, including
        any Additional Interest, to but excluding the date fixed as the Redemption
        Date.


      “Original
        Issue Date”
means the date of original issuance of each Senior
        Note.

      “Outstanding”
means,
        when
        used in reference to any Senior Notes, as of the date of determination, all
        Senior Notes theretofore authenticated and delivered under this Indenture,
        except:

      (i)
        Senior Notes theretofore canceled by the Trustee or delivered to the
        Trustee for cancellation;

      (ii)
        Senior Notes for whose payment or redemption money in the necessary
        amount has been theretofore deposited with the Trustee or any Paying Agent
        (other than the Company) in trust or set aside and segregated in trust by
        the
        Company (if the Company shall act as its own Paying Agent) for the Holders
        of
        such Senior Notes; provided, that
        if the Company is acting as Paying Agent, Senior Notes for which payment
        or
        redemption money has been so deposited in trust with the Paying Agent shall
        be
        considered to remain Outstanding until such time as such payment or redemption
        money has actually been paid in full to the 

       

      6

       


      


       

      Holders
        of such Senior Notes; and provided, further,
        that, if such Senior Notes are to be
        redeemed, notice of such redemption has been duly given pursuant to this
        Indenture or provision therefor satisfactory to the Trustee has been made;
        and

      (iii)
        Senior Notes that have been paid or in substitution for or in lieu
        of which other Senior Notes have been authenticated and delivered pursuant
        to
        the provisions of this Indenture, unless proof satisfactory to the Trustee
        is
        presented that any such Senior Notes are held by Holders in whose hands such
        Senior Notes are valid, binding and legal obligations of the
        Company;

      provided,
        that in determining whether the Holders
        of the requisite principal amount of Outstanding Senior Notes have given
        any
        request, demand, authorization, direction, notice, consent or waiver hereunder,
        Senior Notes owned by the Company or any other obligor upon the Senior Notes
        or
        any Affiliate of the Company or such other obligor shall be disregarded and
        deemed not to be Outstanding unless the Company shall hold all Outstanding
        Senior Notes, except that, in determining whether the Trustee shall be protected
        in relying upon any such request, demand, authorization, direction, notice,
        consent or waiver, only Senior Notes that a Responsible Officer of the Trustee
        actually knows to be so owned shall be so disregarded. Senior Notes so owned
        that have been pledged in good faith may be regarded as Outstanding if the
        pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
        act with respect to such Senior Notes and that the pledgee is not the Company
        or
        any other obligor upon the Senior Notes or any Affiliate of the Company or
        such
        other obligor.

      “Paying
        Agent” means the
        Trustee or any Person authorized by the Company to pay the principal of or
        any
        premium or interest on, or other amounts in respect of, any Senior Notes
        on
        behalf of the Company.

      “Person”
means
        a legal
        person, including any individual, corporation, estate, partnership (general
        or
        limited), joint venture, association, joint stock, limited liability or other
        company, trust, unincorporated association or government, or any agency or
        political subdivision thereof, or any other entity of whatever
        nature.

      “Place
        of Payment” means,
        with respect to the Senior Notes, the Corporate Trust Office of the Trustee.
        

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

      “Purchase
        Agreement” means
        the Note Purchase Agreement, dated as of the date hereof, between the Company
        and the Purchaser.

      “Purchaser”
means
        UBS
        Securities LLC, as purchaser of the Senior Notes pursuant to the Purchase
        Agreement.

       

      7

       


      


       

      “QIB”
means
        a “qualified
        institutional buyer” as defined in Rule 144A under the Securities
        Act.

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

      “Reference
        Banks” has the
        meaning specified in Schedule A.

      “Regular
        Record Date” for
        the interest payable on any Interest Payment Date with respect to the Senior
        Notes means the date that is fifteen (15) days preceding such Interest Payment
        Date (whether or not a Business Day).

      “Responsible
        Officer”
means, when used with respect to the Trustee,
        the officer in the corporate trust
        department of the Trustee having direct responsibility for the administration
        of
        this Indenture.

      “Rights
        Plan” means a plan
        of the Company providing for the issuance by the Company to all holders of
        its
        common Equity Interests of rights entitling the holders thereof to subscribe
        for
        or purchase shares or units of any class or series of Equity Interests in
        the
        Company which rights (i) are deemed to be transferred with such Equity Interests
        and (ii) are also issued in respect of future issuances of such Equity
        Interests, in each case until the occurrence of a specified event or
        events.

      “Securities
        Act” means the
        Securities Act of 1933 or any successor statute thereto, in each case as
        amended
        from time to time.

      “Senior
        Note” or
“Senior Notes”
shall
        have
        meanings specified in the first recital of this Indenture.

      “Senior
        Notes Certificate”
means a certificate evidencing ownership of the
        Senior Notes, substantially in
        the form provided in Article II.

      “Securities
        Register” and
“Securities Registrar”
have
        the
        respective meanings specified in Section
        3.5(a).

      “Special
        Event” means the
        occurrence of an Investment Company Event or a Tax Event.

      “Special
        Record Date” for
        the payment of any Defaulted Interest means a date fixed by the Trustee pursuant
        to Section 3.1(c).

      “Special
        Redemption Price”
has the meaning set forth in Section 11.1(b).

      “Stated
        Maturity” means
        July 30, 2017.

      “Subsidiary”
means
        a
        Person more than fifty percent (50%) of the outstanding voting stock or other
        voting interests of which is owned, directly or indirectly, by the Company
        or by
        one or more other Subsidiaries, or by the Company and one or more other
        Subsidiaries. For purposes of this definition, “voting
        stock” means stock that ordinarily has voting power for
        the 

       

      8

       


      


       

      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.

      “Tangible
        Net Worth” shall
        mean, as of a particular date, (i) all amounts that would be included under
        stockholders’ equity on the consolidated balance sheet of the Company and its
        subsidiaries at such date, determined in accordance with GAAP, less (ii)
        the sum
        of (A) amounts owing to the Company and its consolidated Subsidiaries from
        Affiliates and (B) Intangible Assets of Company and its consolidated
        Subsidiaries.

      “Tax
        Event” means the
        receipt by the Company of an Opinion of Counsel experienced in such matters
        to
        the effect that, as a result of (a) any amendment to or change (including
        any
        announced prospective change) in the laws or any regulations thereunder of
        the
        United States or any political subdivision or taxing authority thereof or
        therein or (b) any judicial decision or any official administrative
        pronouncement (including any private letter ruling, technical advice memorandum
        or field service advice) or regulatory procedure, including any notice or
        announcement of intent to adopt any such pronouncement or procedure (an
“Administrative Action”),
        regardless of whether such judicial decision or Administrative Action is
        issued
        to or in connection with a proceeding involving the Company and whether or
        not
        subject to review or appeal, which amendment, change, judicial decision or
        Administrative Action is enacted, promulgated or announced, in each case,
        on or
        after the date of issuance of the Senior Notes, there is more than an
        insubstantial risk that interest payable by the Company on the Senior Notes
        is
        not, or within ninety (90) days of the date of such opinion, will not be,
        deductible by the Company, in whole or in part, for United States federal
        income
        tax purposes.

      “Trustee”
means
        the Person
        named as the “Trustee” in the first paragraph of this Indenture, solely in its
        capacity as such and not in its individual capacity, until a successor Trustee
        shall have become such pursuant to the applicable provisions of this Indenture,
        and, thereafter, “Trustee” shall mean or include each Person who is then a
        Trustee hereunder.

      “Trust
        Indenture Act”
means the Trust Indenture Act of 1939 or any successor
        statute thereto, in each
        case as amended from time to time.

      
        	
                 

              	
                Section
                  1.2

              	
                Compliance
                  Certificate and Opinions.

              


      

      (a)          Upon
        any application or request by the Company to the Trustee to take any
        action under any provision of this Indenture, the Company shall, if requested
        by
        the Trustee, furnish to the Trustee an Officers’ Certificate stating that all
        conditions precedent (including covenants compliance with which constitutes
        a
        condition 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 (including
        covenants compliance with which constitutes a condition precedent), if any,
        have
        been complied with, except that, in the case of any application or request
        as to
        which the furnishing of such documents is specifically required by any provision
        of this Indenture relating to such particular application or request, no
        additional certificate or opinion need be furnished.

       

      9

       


      


       

      (b)          Every
        certificate or opinion with respect to compliance with a condition
        or covenant provided for in this Indenture (other than the certificate provided
        pursuant to Section 10.3) shall
        include:

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

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

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

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

      
        	
                 

              	
                Section
                  1.3

              	
                Forms
                  of Documents Delivered to Trustee.

              


      

      (a)          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.

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

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

      (d)          Whenever,
        subsequent to the receipt by the Trustee of any Board
        Resolution, Officers’ Certificate, Opinion of Counsel or other document or
        instrument, a clerical, typographical or other inadvertent or unintentional
        error or omission shall be discovered therein, a new document or instrument
        may
        be substituted therefor in corrected form with the same force and effect
        as if
        originally received in the corrected form and, irrespective of the date or
        dates
        of the actual execution and/or delivery thereof, such substitute document
        or
        instrument shall be deemed to have been executed and/or delivered as of the
        date
        or dates required with respect to 

       

      10

       


      


       

      the
        document or instrument for which it is substituted. Without limiting
        the generality of the foregoing, any Senior Notes issued under the authority
        of
        such defective document or instrument shall nevertheless be the valid
        obligations of the Company entitled to the benefits of this Indenture equally
        and ratably with all other Outstanding Senior Notes.

      
        	
                 

              	
                Section
                  1.4

              	
                Acts
                  of Holders.

              


      

      (a)          Any
        request, demand, authorization, direction, notice, consent, waiver or
        other action provided by this Indenture to be given to 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 thereof duly appointed
        in
        writing and, except as herein otherwise expressly provided, such action shall
        become effective when such instrument or instruments (including any appointment
        of an agent) is or are delivered to the Trustee and, where it is hereby
        expressly required, to the Company. Such instrument or instruments (and the
        action embodied therein and evidenced thereby) are herein sometimes referred
        to
        as the “Act” of the Holders
        signing such instrument or instruments. Proof of execution of any such
        instrument or of a writing appointing any such agent shall be sufficient
        for any
        purpose of this Indenture and conclusive in favor of the Trustee and the
        Company, if made in the manner provided in this Section
        1.4.

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

      
        	
                 

              	
                (c)

              	
                The
                  ownership of Senior Notes shall be proved by the Securities
                  Register.

              


      

      (d)          Any
        request, demand, authorization, direction, notice, consent, waiver or
        other action by the Holder of any Senior Note shall bind every future Holder
        of
        the same Senior Note and the Holder of every Senior Note 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 or the Company
        in
        reliance thereon, whether or not notation of such action is made upon such
        Senior Note.

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

      (f)           Except
        as set forth in paragraph (g) of this Section 1.4, the Company may set
        any day as a
        record date for the purpose of determining the Holders of Outstanding Senior
        Notes entitled to give, make or take any request, demand, authorization,
        direction, notice, consent, waiver or other action provided or permitted
        by this
        Indenture to be given, made or taken by 

       

      11

       


      


       

      Holders
        of Senior Notes. If any record date is set pursuant to this
        paragraph, the Holders of Outstanding Senior Notes on such record date, and
        no
        other Holders, shall be entitled to take the relevant action, whether or
        not
        such Holders remain Holders after such record date; provided, that no such action
        shall be effective
        hereunder unless taken on or prior to the applicable Expiration Date by Holders
        of the requisite principal amount of Outstanding Senior Notes on such record
        date. Nothing in this paragraph shall be construed to prevent the Company
        from
        setting a new record date for any action for which a record date has previously
        been set pursuant to this paragraph (whereupon the record date previously
        set
        shall automatically and with no action by any Person be canceled and of no
        effect). Promptly after any record date is set pursuant to this paragraph,
        the
        Company, at its own expense, shall cause notice of such record date, the
        proposed action by Holders and the applicable Expiration Date to be given
        to the
        Trustee in writing and to each Holder of Senior Notes in the manner set forth
        in
Section 1.6.

      (g)          The
        Trustee may set any day as a record date for the purpose of
        determining the Holders of Outstanding Senior Notes entitled to join in the
        giving or making of (i) any Notice of Default, (ii) any declaration of
        acceleration or rescission or annulment thereof referred to in Section 5.2, (iii) any request
        to institute
        proceedings referred to in Section 5.7(b) or (iv) any direction
        referred to in Section
        5.12. If any record date is set pursuant to this
        paragraph, the Holders of Outstanding Senior Notes on such record date, and
        no
        other Holders, shall be entitled to join in such notice, declaration, request
        or
        direction, whether or not such Holders remain Holders after such record date;
        provided, that no such action
        shall be effective hereunder unless taken on or prior to the applicable
        Expiration Date by Holders of the requisite principal amount of Outstanding
        Senior Notes on such record date. Nothing in this paragraph shall be construed
        to prevent the Trustee from setting a new record date for any action for
        which a
        record date has previously been set pursuant to this paragraph (whereupon
        the
        record date previously set shall automatically and with no action by any
        Person
        be canceled and of no effect). Promptly after any record date is set pursuant
        to
        this paragraph, the Trustee, at the Company’s expense, shall cause notice of
        such record date, the proposed action by Holders and the applicable Expiration
        Date to be given to the Company in writing and to each Holder of Senior Notes
        in
        the manner set forth in Section 1.6.

      (h)          With
        respect to any record date set pursuant to paragraph (f) or (g) of
        this Section 1.4, the party
        hereto that sets such record date may designate any day as the “Expiration Date” and from time to time
        may change
        the Expiration Date to any earlier or later day; provided, that no such change
        shall be effective
        unless notice of the proposed new Expiration Date is given to the other party
        hereto in writing, and to each Holder of Senior Notes in the manner set forth
        in
Section 1.6, on or prior to the
        existing Expiration Date. If an Expiration Date is not designated with respect
        to any record date set pursuant to this Section
        1.4, the party hereto that set such record date shall
        be
        deemed to have initially designated the ninetieth (90th) day after such record
        date as the Expiration Date with respect thereto, subject to its right to
        change
        the Expiration Date as provided in this paragraph. Notwithstanding the
        foregoing, no Expiration Date shall be later than the one hundred eightieth
        (180th) day after the applicable record date.

       

      12

       


      


       

      
        	
                 

              	
                Section
                  1.5

              	
                Notices,
                  Etc. to Trustee and Company.

              


      

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

      (a)          the
        Trustee by any Holder or the Company shall be sufficient for every
        purpose hereunder if made, given, furnished or filed in writing to or with
        and
        received by the Trustee at its Corporate Trust Office; or

      (b)          the
        Company by the Trustee or any Holder shall be sufficient for every
        purpose hereunder if in writing and mailed, first class, postage prepaid,
        to the
        Company addressed to it at 40 East 52nd Street, New York, New York 10022,
        Attention Chief Financial Officer or at any other address previously furnished
        in writing to the Trustee by the Company.

      
        	
                 

              	
                Section
                  1.6

              	
                Notice
                  to Holders; Waiver.

              


      

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

      
        	
                 

              	
                Section
                  1.7

              	
                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 of this
        Indenture.

      
        	
                 

              	
                Section
                  1.8

              	
                Successors
                  and Assigns.

              


      

      This
        Indenture shall be binding upon and shall inure to the benefit of
        any successor to the Company and the Trustee, including any successor by
        operation of law. Except in connection with a transaction involving the Company
        that is permitted under Article VIII and pursuant to which
        the assignee agrees in writing to perform the
        Company’s obligations hereunder, the Company shall not assign its obligations
        hereunder.

       

      13

       


      


       

      
        	
                 

              	
                Section
                  1.9

              	
                Separability.

              


      

      If
        any provision in this Indenture or in the Senior Notes 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,
        and there shall be deemed substituted for the provision at issue a valid,
        legal
        and enforceable provision as similar as possible to the provision at
        issue.

      
        	
                 

              	
                Section
                  1.10

              	
                Benefits
                  of Indenture.

              


      

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

      
        	
                 

              	
                Section
                  1.11

              	
                Governing
                  Law.

              


      

      This
        Indenture and the rights and obligations of each of the Holders, the
        Company and the Trustee shall be construed and enforced in accordance with
        and
        governed by the laws of the State of New York without reference to its conflict
        of laws provisions (other than Section 5-1401 of the General Obligations
        Law).

      
        	
                 

              	
                Section
                  1.12

              	
                Submission
                  to Jurisdiction.

              


      

      ANY
        LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
        RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED
        TO THE
        COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF
        THE
        UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
        SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
        INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
        GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
        COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
        CONNECTION WITH THIS INDENTURE.

      
        	
                 

              	
                Section
                  1.13

              	
                Non-Business
                  Days.

              


      

      If
        any Interest Payment Date, Redemption Date or Stated Maturity of any
        Senior Note shall not be a Business Day, then (notwithstanding any other
        provision of this Indenture or the Senior Notes) payment of interest, premium,
        if any, or principal or other amounts in respect of such Senior Note shall
        not
        be made on such date, but shall be made on the next succeeding Business Day
        (and
        no interest shall accrue in respect of the amounts whose payment is so delayed
        for the period from and after such Interest Payment Date, Redemption Date
        or
        Stated Maturity, as the case may be, until such next succeeding Business
        Day)
        except that, if such Business Day falls in the next succeeding calendar year,
        such payment shall be made on the immediately preceding Business Day, in
        each
        case with the same force and effect as if made on the Interest Payment Date
        or
        Redemption Date or at the Stated Maturity.

       

      14

       


      


       

      
        	
                 

              	
                Section
                  1.14

              	
                Counterparts.

              


      

      This
        Indenture 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.

      ARTICLE
        II

       

      SENIOR
        NOTE FORMS

      
        	
                 

              	
                Section
                  2.1

              	
                Form
                  of Senior Note.

              


      

      Any
        Senior Note issued hereunder shall be in substantially the following
        form: 

      ANTHRACITE
        CAPITAL, INC.

      Senior
        Note due 2017

      
        	
                No.

              	
                 

              	
                 

              	
                $

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

      ANTHRACITE
        CAPITAL, INC., a Maryland corporation (hereinafter called the
“Company,” which term includes
        any successor Person under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Cede & Co.
        (the “Holder”) as nominee on behalf of The Depository Trust
        Company, or registered assigns, the principal sum
        of THIRTY-SEVEN MILLION FIVE HUNDRED
        THOUSAND ($37,500,000)
DOLLARS[IF
        THE SENIOR NOTE IS A
        GLOBAL SENIOR NOTE, THEN INSERT: or such other principal amount represented
        hereby as may be set forth in the records of the Securities Registrar
        hereinafter referred to in accordance with the Indenture] on July 30, 2017. The Company further promises
        to pay interest on said
        principal sum from and including June 15, 2007, or from and including the
        most
        recent Interest Payment Date to which interest has been paid or duly provided
        for, quarterly in arrears, to but excluding January 30, April 30, July 30
        and
        October 30 of each year, commencing July 30, 2007, or if any such day is
        not a
        Business Day, on the next succeeding Business Day (and no interest shall
        accrue
        in respect of the amounts whose payment is so delayed for the period from
        and
        after such Interest Payment Date until such next succeeding Business Day),
        except that, if such Business Day falls in the next succeeding calendar year,
        such payment shall be made on the immediately preceding Business Day, in
        each
        case, with the same force and effect as if made on the Interest Payment Date,
        at
        a fixed rate equal to 8.1275% per annum to, but excluding, the Interest Payment
        Date on July 30, 2012 and thereafter at a variable rate equal to 3-month
        LIBOR
        plus 2.55% per annum, until the principal hereof is paid or duly provided
        for or
        made available for payment; provided, that any overdue
        principal, premium, if any, and any overdue
        installment of interest shall bear Additional Interest at a fixed rate equal
        to
        8.1275% per annum through the interest payment date in July 2012 to, but
        excluding, the Interest Payment Date on July 30, 2012 and thereafter at a
        variable rate equal to 3-month LIBOR plus 2.55% per annum (to the extent
        that
        the payment of such Additional Interest shall be legally enforceable),
        compounded quarterly from and including the dates such amounts 

       

      15

       


      


       

      are
        due to but excluding the dates such amounts are paid or made
        available for payment, and such interest shall be payable on
        demand.

      The
        amount of interest payable for interest periods (i) to but excluding
        the Interest Payment Date on July 30, 2012, shall be computed on the basis
        of a
        360-day year of twelve 30-day months and (ii) from and including the Interest
        Payment Date on July 30, 2012 shall be computed on the basis of a 360-day
        year
        and the actual number of days elapsed in the relevant interest period. The
        interest so payable, and punctually paid or duly provided for, on any Interest
        Payment Date shall, as provided in the Indenture, be paid to the Person in
        whose
        name this Senior Note (or one or more Predecessor Senior Notes) is registered
        at
        the close of business on the Regular Record Date for such interest installment.
        Any such interest not so punctually paid or duly provided for shall forthwith
        cease to be payable to the Holder on such Regular Record Date and may either
        be
        paid to the Person in whose name this Senior Note (or one or more Predecessor
        Senior Notes) is registered at the close of business on a Special Record
        Date
        for the payment of such Defaulted Interest to be fixed by the Trustee, notice
        whereof shall be given to Holders of Senior Notes not less than ten (10)
        days
        prior to such Special Record Date, or be paid at any time in any other lawful
        manner not inconsistent with the requirements of any securities exchange
        on
        which the Senior Notes may be listed, and upon such notice as may be required
        by
        such exchange, all as more fully provided in the Indenture.

      During
        an Event of Default, the Company shall not (i) declare or pay any
        dividends or distributions on, or redeem, purchase, acquire or make a
        liquidation payment with respect to, any Equity Interests of the Company,
        (ii)
        vote in favor of or permit or otherwise allow any of its Subsidiaries to
        declare
        or pay any dividends or distributions on, or redeem, purchase, acquire or
        make a
        liquidation payment with respect to or otherwise retire, any preferred Equity
        Interests of such Subsidiaries or other Equity Interests entitling the holders
        thereof to a stated rate of return (for the avoidance of doubt, whether such
        preferred Equity Interests are perpetual or otherwise), or (iii) make any
        payment of principal of or any interest or premium, if any, on or repay,
        repurchase or redeem any debt securities of the Company that rank
pari passu in all respects with
        or junior in interest to the Senior Notes (other than (A) repurchases,
        redemptions or other acquisitions of Equity Interests of the Company in
        connection with any employment contract, benefit plan or other similar
        arrangement with or for the benefit of any one or more employees, officers,
        directors or consultants, in connection with a dividend reinvestment or Equity
        Interests purchase plan or in connection with the issuance of Equity Interests
        in the Company (or securities convertible into or exercisable for such Equity
        Interests) as consideration in an acquisition transaction entered into prior
        to
        the applicable Event of Default, (B) as a result of an exchange, conversion
        reclassification or combination of any class or series of the Company’s Equity
        Interests (or any Equity Interests in a Subsidiary of the Company) for any
        class
        or series of the Company’s Equity Interests or of any class or series of the
        Company’s indebtedness for any class or series of the Company’s Equity
        Interests, (C) the purchase of fractional interests in the Equity Interests
        of
        the Company pursuant to the conversion or exchange provisions of such Equity
        Interests or the security being converted or exchanged, (D) any declaration
        of a
        dividend in connection with any Rights Plan, the issuance of rights, Equity
        Interests or other property under any Rights Plan or the redemption or
        repurchase of rights pursuant thereto or (E) any dividend in the form of
        Equity
        Interests, warrants, options or other rights where the dividend Equity Interest
        or the Equity Interest issuable upon exercise of such warrants, options or
        other


       

      16

       


      


       

      rights
        is the same Equity Interest as that on which the dividend is being
        paid or ranks pari passu with or
        junior to such Equity Interest).

      Payment
        of principal of, premium, if any, and interest on this Senior
        Note shall be made in such coin or currency of the United States of America
        as
        at the time of payment is legal tender for payment of public and private
        debts.
        Payments of principal, premium, if any, and interest due at the Maturity
        of this
        Senior Note shall be made at the Place of Payment upon surrender of such
        Senior
        Notes to the Paying Agent, and payments of interest shall be made, subject
        to
        such surrender where applicable, by wire transfer at such place and to such
        account at a banking institution in the United States as may be designated
        in
        writing to the Paying Agent at least ten (10) Business Days prior to the
        date
        for payment by the Person entitled thereto unless proper written transfer
        instructions have not been received by the relevant record date, in which
        case
        such payments shall be made by check mailed to the address of such Person
        as
        such address shall appear in the Senior Note Register.

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

      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed on this [DAY]
        day of [MONTH],
[YEAR].

       

      
        	
                 

              	
                ANTHRACITE
                  CAPITAL, INC.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Name:

              	
                 

              
	
                 

              	
                Title:

              	
                 

              
	
              	
              	
              	
              	
              	
              


      

       

      [FORM
        OF REVERSE OF SECURITY]

      This
        Senior Note is one of a duly authorized issue of senior notes of the
        Company (the “Senior Notes”)
        issued under the Indenture, dated as of June 15, 2007 (the “Indenture”), between the Company
        and Wells Fargo
        Bank, N.A., as Trustee (in such capacity, the “Trustee,” which term includes
        any successor
        trustee under the Indenture), to which Indenture and all indentures supplemental
        thereto reference is hereby made for a statement of the respective rights,
        limitations of rights, duties and immunities thereunder of the Company, the
        Trustee and the Holders of the Senior Notes, and of the terms upon which
        the
        Senior Notes are, and are to be, authenticated and delivered. All terms used
        in
        this Senior Note that are defined in the Indenture shall have the meanings
        assigned to them in the Indenture.

      The
        Company may, on any date after July 30, 2012, at its option, upon not
        less than thirty (30) days’ nor more than sixty (60) days’ written notice to the
        Holders of the Senior Notes 

       

      17

       


      


       

      (unless
        a shorter notice period shall be satisfactory to the Trustee)
        subject to the terms and conditions of Article XI of the Indenture, redeem
        this
        Senior Note in whole at any time or in part from time to time at the Optional
        Redemption Price.

      In
        addition, upon the occurrence and during the continuation of a Special
        Event, the Company may, at its option and in accordance with the Indenture,
        redeem this Senior Note, in whole but not in part, subject to the terms and
        conditions of Article XI of the Indenture at a redemption price equal to
        one
        hundred and five percent (105%) of the principal amount hereof, together,
        in the
        case of any such redemption, with accrued and unpaid interest, including
        Additional Interest, if any, to but excluding the date fixed as the Redemption
        Date.

      In
        the event of redemption of this Senior Note in part only, a new Senior
        Note or Senior Notes for the unredeemed portion hereof will be issued in
        the
        name of the Holder hereof upon the cancellation hereof. If less than all
        the
        Senior Notes are to be redeemed, the particular Senior Notes to be redeemed
        shall be selected not more than sixty (60) days prior to the Redemption Date
        by
        the Trustee from the Outstanding Senior Notes 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 a portion of the principal
        amount of any Senior Note.

      The
        Indenture permits, with certain exceptions as therein provided, the
        Company and the Trustee at any time to enter into a supplemental indenture
        or
        indentures for the purpose of modifying in any manner the rights and obligations
        of the Company and of the Holders of the Senior Notes, with the consent of
        the
        Holders of not less than a majority in principal amount of the Outstanding
        Senior Notes. The Indenture also contains provisions permitting Holders of
        specified percentages in principal amount of the Senior Notes, on behalf
        of the
        Holders of all Senior Notes, to waive compliance by the Company with certain
        provisions of the Indenture and certain past defaults under the Indenture
        and
        their consequences. Any such consent or waiver by the Holder of this Senior
        Note
        shall be conclusive and binding upon such Holder and upon all future Holders
        of
        this Senior Note and of any Senior Note issued upon the registration of transfer
        hereof or in exchange herefor or in lieu hereof, whether or not notation
        of such
        consent or waiver is made upon this Senior Note.

      No
        reference herein to the Indenture and no provision of this Senior Note
        or of the Indenture shall alter or impair the obligation of the Company,
        which
        is absolute and unconditional, to pay the principal of and any premium, if
        any,
        and interest, including any Additional Interest (to the extent legally
        enforceable), on this Senior Note at the times, place and rate, and in the
        coin
        or currency, herein prescribed.

      As
        provided in the Indenture and subject to certain limitations therein
        set forth, the transfer of this Senior Note is restricted to transfers to
        “Qualified Purchasers” (as such term is defined in the Investment Company Act of
        1940, as amended) and is registrable in the Securities Register, upon surrender
        of this Senior Note for registration of transfer at the office or agency
        of the
        Company maintained for such purpose, duly endorsed by, or accompanied by
        a
        written instrument of transfer in form satisfactory to the Company and the
        Securities Registrar and duly executed by, the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Senior
        Notes,
        of like tenor, of authorized denominations and for the same aggregate principal
        amount, will be issued to the designated transferee or transferees.

       

      18

       


      


       

      The
        Senior Notes are issuable only in registered form without coupons in
        minimum denominations of $100,000 and any integral multiple of $1,000 in
        excess
        thereof. As provided in the Indenture and subject to certain limitations
        therein
        set forth, Senior Notes are exchangeable for a like aggregate principal amount
        of Senior Notes and of like tenor of a different authorized denomination,
        as
        requested by the Holder surrendering the same.

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

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

      The
        Company and, by its acceptance of this Senior Note or a beneficial
        interest herein, the Holder of, and any Person that acquires a beneficial
        interest in, this Senior Note agree that, for United States federal, state
        and
        local tax purposes, it is intended that this Senior Note constitute
        indebtedness.

      This
        Senior Note shall be construed and enforced in accordance with and
        governed by the laws of the State of New York without reference to its conflict
        of laws provisions (other than Section 5-1401 of the General Obligations
        Law).


      
        	
                 

              	
                Section
                  2.2

              	
                Restrictive
                  Legend.

              


      

      (a)          Any
        Senior Note issued hereunder shall bear a legend in substantially the
        following form:

      [IF
        THIS SECURITY IS A GLOBAL
        SECURITY INSERT:“THIS SECURITY IS A
        GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
        TO AND
        IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
        (“DTC”)
        OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SENIOR NOTES
        REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN
        THE
        LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
        SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
        OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
        REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 

      UNLESS
        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
        TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
        AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
        OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
        HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN


       

      19

       


      


       

      AUTHORIZED
        REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
        HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
        THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.]

      THE
        SENIOR NOTES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
        IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
        AS
        AMENDED (THE “SECURITIES ACT”),
        AND SUCH SENIOR NOTES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD
        OR
        OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
        EXEMPTION THEREFROM. EACH PURCHASER OF ANY SENIOR NOTES IS HEREBY NOTIFIED
        THAT
        THE SELLER OF THE SENIOR NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
        PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER
        THE
        SECURITIES ACT. 

      THE
        HOLDER OF THE SENIOR NOTES REPRESENTED BY THIS CERTIFICATE AGREES FOR
        THE BENEFIT OF THE COMPANY THAT (A) SUCH SENIOR NOTES MAY BE OFFERED, RESOLD
        OR
        OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY OR (II) TO A PERSON WHOM THE
        SELLER REASONABLY BELIEVES IS (a) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
        IN RULE 144A UNDER THE SECURITIES ACT) AND (b) A “QUALIFIED PURCHASER” (AS
        DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
        OR (III) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
        PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF
        1940, AS AMENDED), PROVIDED, IN THE CASE OF CLAUSE (III), THE ISSUER RECEIVES
        AN
        OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
        EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE
        STATE SECURITIES LAWS, AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
        SENIOR NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
        

      THE
        SENIOR NOTES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
        HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST
        EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SENIOR NOTES, OR ANY INTEREST
        THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000
        AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND
        OF NO
        LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH
        PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SENIOR
        NOTES
        FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL
        OF OR
        INTEREST ON SUCH SENIOR NOTES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED
        TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SENIOR
        NOTES.


       

      20

       


      


       

      THE
        HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
        HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
        EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
        ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF
        1974, AS AMENDED (“ERISA”), OR
        SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR SIMILAR LAW (EACH
        A
“PLAN”), OR AN ENTITY WHOSE
        UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN
        THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
        HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE
        SENIOR NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
        ITS
        PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
        THE
        MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE
        CODE IS
        APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
        PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
        BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.”

      (b)          The
        above legends shall not be removed from any Senior Note unless there
        is delivered to the Company satisfactory evidence, which may include an Opinion
        of Counsel, as may be reasonably required to ensure that any future transfers
        thereof may be made without restriction under or violation of the provisions
        of
        the Securities Act and other applicable law. Upon provision of such satisfactory
        evidence, the Company shall execute and deliver to the Trustee, and the Trustee
        shall deliver, upon receipt of a Company Order directing it to do so, a Senior
        Note that does not bear the legend.

      
        	
                 

              	
                Section
                  2.3

              	
                Form
                  of Trustee’s Certificate of Authentication.

              


      

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

      This
        is one of the Senior Notes referred to in the within-mentioned
        Indenture. 

      Dated:

      
        	
                 

              	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely
                  as Trustee

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Name:

              	
                 

              
	
                 

              	
                Title:

              	
                 

              
	
              	
              	
              	
              


      

       

      
        	
                 

              	
                Section
                  2.4

              	
                Temporary
                  Senior Notes.

              


      

      (a)          Pending
        the preparation of definitive Senior Notes, the Company may
        execute, and upon Company Order the Trustee shall authenticate and deliver,
        temporary Senior Notes that are printed, lithographed, typewritten, mimeographed
        or otherwise produced, in any 

       

      21

       


      


       

      denomination,
        substantially of the tenor of the definitive Senior Notes
        in lieu of which they are issued and with such appropriate insertions,
        omissions, substitutions and other variations as the officers executing such
        Senior Notes may determine, as evidenced by their execution of such Senior
        Notes.

      (b)          If
        temporary Senior Notes are issued, the Company will cause definitive
        Senior Notes to be prepared without unreasonable delay. After the preparation
        of
        definitive Senior Notes, the temporary Senior Notes shall be exchangeable
        for
        definitive Senior Notes upon surrender of the temporary Senior Notes at the
        office or agency of the Company designated for that purpose without charge
        to
        the Holder. Upon surrender for cancellation of any one or more temporary
        Senior
        Notes, the Company shall execute and, upon receipt of a Company Order, the
        Trustee shall authenticate and deliver in exchange therefor one or more
        definitive Senior Notes of any authorized denominations having the same Original
        Issue Date and Stated Maturity and having the same terms as such temporary
        Senior Notes. Until so exchanged, the temporary Senior Notes shall in all
        respects be entitled to the same benefits under this Indenture as definitive
        Senior Notes.

      
        	
                 

              	
                Section
                  2.5

              	
                Definitive
                  Senior Notes.

              


      

      The
        Senior Notes issued on the Original Issue Date shall be issued as
        directed by the Purchaser on or prior to the Closing Date, either (i) in
        the
        form of one or more Global Senior Notes or (ii) in the form of one or more
        Definitive Senior Note Certificates. Global Senior Notes shall be, except
        as
        provided in Section 3.4,
        book-entry Senior Notes issued in the form of one or more Global Senior Notes
        registered in the name of the Depositary, or its nominee and deposited with
        the
        Depositary or the Trustee as custodian for the Depositary for credit by the
        Depositary to the respective accounts of the Depositary Participants thereof
        (or
        such other accounts as they may direct). The definitive Senior Notes shall
        be
        printed, lithographed or engraved, or produced by any combination of these
        methods, if required by any securities exchange on which the Senior Notes
        may be
        listed, on a steel engraved border or steel engraved borders or may be produced
        in any other manner permitted by the rules of any securities exchange on
        which
        the Senior Notes may be listed, all as determined by the officers executing
        such
        Senior Notes, as evidenced by their execution of such Senior Notes.

      ARTICLE
        III

       

      THE
        SENIOR NOTES

      
        	
                 

              	
                Section
                  3.1

              	
                Payment
                  of Principal and Interest.

              


      

      (a)          The
        unpaid principal amount of the Senior Notes shall bear interest at
        the fixed rate equal to 8.1275% per annum to but excluding the Interest Payment
        Date on July 30, 2012 and thereafter at a variable rate equal to LIBOR plus
        2.55% per annum until paid or duly provided for, such interest to accrue
        from
        and including the Original Issue Date or the most recent Interest Payment
        Date
        to which interest has been paid or duly provided for, and any overdue principal,
        premium, if any, and any overdue installment of interest shall bear Additional
        Interest at the fixed rate equal to 8.1275% per annum to but excluding the
        Interest Payment Date on July 30, 2012 and thereafter at a variable rate
        equal
        to LIBOR plus 2.55% per annum (to the 

       

      22

       


      


       

      extent
        that the payment of such interest shall be legally enforceable),
        compounded quarterly from and including the dates such amounts are due to
        but
        excluding the dates such amounts are paid or funds for the payment thereof
        are
        made available for payment.

      (b)          Interest
        and Additional Interest on any Senior Note that is payable, and
        is punctually paid or duly provided for, on any Interest Payment Date shall
        be
        paid to the Person in whose name that Senior Note (or one or more Predecessor
        Senior Notes) is registered at the close of business on the Regular Record
        Date
        for such interest, except that interest and any Additional Interest payable
        on
        the Stated Maturity (or any date of principal repayment upon early maturity)
        of
        the principal of a Senior Note or on a Redemption Date shall be paid to the
        Person to whom principal is paid. The initial payment of interest on any
        Senior
        Note that is issued between a Regular Record Date and the related Interest
        Payment Date shall be payable as provided in such Senior Note.

      (c)          Any
        interest on any Senior Note that is due and payable, but is not
        timely paid or duly provided for, on any Interest Payment Date for Senior
        Notes
        (herein called “Defaulted Interest”) shall forthwith cease
        to be payable to the registered Holder on the
        relevant Regular Record Date by virtue of having been such Holder, and such
        Defaulted Interest may be paid by the Company, at its election in each case,
        as
        provided in paragraph (i) or (ii) below:

      (i)
        The Company may elect to make payment of any Defaulted Interest to
        the Persons in whose names the Senior Notes (or their respective Predecessor
        Senior Notes) are registered at the close of business on a special record
        date
        for the payment of such Defaulted Interest (a “Special
        Record Date”), which shall be fixed in the following
        manner. At least thirty (30) days prior to the date of the proposed payment,
        the
        Company shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each Senior Note and the date of the proposed payment,
        and at the same time the Company shall deposit with the Trustee an amount
        of
        money equal to the aggregate amount proposed to be paid in respect of such
        Defaulted Interest or shall make arrangements satisfactory to the Trustee
        for
        such deposit prior to the date of the proposed payment, such money when
        deposited to be held in trust for the benefit of the Persons entitled to
        such
        Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date
        for
        the payment of such Defaulted Interest, which shall be not more than fifteen
        (15) days and not less than ten (10) days prior to the date of the proposed
        payment and not less than ten (10) days after the receipt by the Trustee
        of the
        notice of the proposed payment. The Trustee shall promptly notify the Company
        of
        such Special Record Date and, in the name and at the expense of the Company,
        shall cause notice of the proposed payment of such Defaulted Interest and
        the
        Special Record Date therefor to be mailed, first class, postage prepaid,
        to each
        Holder of a Senior Note at the address of such Holder as it appears in the
        Securities Register not less than ten (10) days prior to such Special Record
        Date. Notice of the proposed payment of such Defaulted Interest and the Special
        Record Date therefor having been so mailed, such Defaulted Interest shall
        be
        paid to the Persons in whose names the Senior Notes (or their respective
        Predecessor Senior Notes) are registered on such Special Record Date;
        or

      (ii)
        The Company may make payment of any Defaulted Interest in any other
        lawful manner not inconsistent with the requirements of any securities exchange
        on 

       

      23

       


      


       

      which
        the Senior Notes may be listed and, upon such notice as may be
        required by such exchange (or by the Trustee if the Senior Notes are not
        listed), 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.

      (d)          Payments
        of interest on the Senior Notes shall include interest accrued
        to but excluding the respective Interest Payment Dates. The amount of interest
        payable for any interest period shall be computed on the basis of a (i) 360-day
        year of twelve 30-day months for interest periods to but excluding the Interest
        Payment Date on July 30, 2012 and (ii) a 360-day year and the actual number
        of
        days elapsed in the relevant interest period thereafter. 

      (e)          Payment
        of principal of, premium, if any, and interest on the Senior
        Notes shall be made in such coin or currency of the United States of America
        as
        at the time of payment is legal tender for payment of public and private
        debts.
        Payments of principal, premium, if any, and interest due at the Maturity
        of such
        Senior Notes shall be made at the Place of Payment upon surrender of such
        Senior
        Notes to the Paying Agent and payments of interest shall be made, subject
        to
        such surrender where applicable, by wire transfer at such place and to such
        account at a banking institution in the United States as may be designated
        in
        writing to the Paying Agent at least ten (10) Business Days prior to the
        date
        for payment by the Person entitled thereto unless proper written transfer
        instructions have not been received by the relevant record date, in which
        case
        such payments shall be made by check mailed to the address of such Person
        as
        such address shall appear in the Senior Note Register.

      (f)           Subject
        to the foregoing provisions of this Section 3.1, each Senior Note
        delivered under
        this Indenture upon transfer of or in exchange for or in lieu of any other
        Senior Note shall carry the rights to interest accrued and unpaid, and to
        accrue, that were carried by such other Senior Note.

      (g)          The
        Senior Notes will rank pari
        passu in right of payment with each other with other
        senior unsecured obligations of the Company from time to time
        outstanding.

      
        	
                 

              	
                Section
                  3.2

              	
                Denominations.

              


      

      The
        Senior Notes shall be in registered form without coupons and shall be
        issuable in minimum denominations of $100,000 and any integral multiple of
        $1,000 in excess thereof.

      
        	
                 

              	
                Section
                  3.3

              	
                Execution,
                  Authentication, Delivery and Dating.

              


      

      (a)          At
        any time and from time to time after the execution and delivery of
        this Indenture, the Company may deliver Senior Notes in an aggregate principal
        amount (including all then Outstanding Senior Notes) not in excess of
        Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000) executed
        by the
        Company to the Trustee for authentication, together with a Company Order
        for the
        authentication and delivery of such Senior Notes, and the Trustee in accordance
        with the Company Order shall authenticate and deliver such Senior Notes.
        In
        authenticating such Senior Notes, and accepting the additional responsibilities
        under this Indenture in relation to such Senior Notes, the Trustee shall
        be
        entitled to receive, and shall be fully protected in relying upon:

       

      24

       


      


       

      (i)
        a copy of any Board Resolution relating thereto; and

      (ii)
        an Opinion of Counsel stating that: (1) such Senior Notes, when
        authenticated and delivered by the Trustee and issued by the Company in the
        manner and subject to any conditions specified in such Opinion of Counsel,
        will
        constitute, and the Indenture constitutes, valid and legally binding obligations
        of the Company, each enforceable in accordance with its terms, subject to
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
        similar laws of general applicability relating to or affecting creditors’ rights
        and to general equity principles; (2) the Senior Notes have been duly authorized
        and executed by the Company and have been delivered to the Trustee for
        authentication in accordance with this Indenture; (3) the Senior Notes are
        not
        required to be registered under the Securities Act; and (4) the Indenture
        is not
        required to be qualified under the Trust Indenture Act.

      (b)          The
        Senior Notes shall be executed on behalf of the Company by its
        Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
        Officer, its President or one of its Vice Presidents. The signature of any
        of
        these officers on the Senior Notes may be manual or facsimile. Senior Notes
        bearing the manual or facsimile signatures of individuals who were at any
        time
        the proper officers of the Company shall bind the Company, notwithstanding
        that
        such individuals or any of them have ceased to hold such offices prior to
        the
        authentication and delivery of such Senior Notes or did not hold such offices
        at
        the date of such Senior Notes.

      (c)          No
        Senior Note shall be entitled to any benefit under this Indenture or
        be valid or obligatory for any purpose, unless there appears on such Senior
        Note
        a certificate of authentication substantially in the form provided for herein
        executed by the Trustee by the manual signature of one of its authorized
        signatories, and such certificate upon any Senior Note shall be conclusive
        evidence, and the only evidence, that such Senior Note has been duly
        authenticated and delivered hereunder. Notwithstanding the foregoing, if
        any
        Senior Note shall have been authenticated and delivered hereunder but never
        issued and sold by the Company, and the Company shall have delivered such
        Senior
        Note to the Trustee for cancellation as provided in Section 3.8, for all purposes
        of this Indenture
        such Senior Note shall be deemed never to have been authenticated and delivered
        hereunder and shall never be entitled to the benefits of this
        Indenture.

      
        	
                 

              	
                (d)

              	
                Each
                  Senior Note shall be dated the date of its
                  authentication.

              


      

      
        	
                 

              	
                Section
                  3.4

              	
                Global
                  Senior Notes.

              


      

      (a)          Each
        Global Senior Note issued under this Indenture shall be registered
        in the name of the Depositary designated by the Company for such Global Senior
        Note or a nominee thereof and delivered to such Depositary or a nominee thereof
        or a custodian therefor, and each such Global Senior Note shall constitute
        a
        single Senior Note for all purposes of this Indenture. 

      (b)          Notwithstanding
        any other provision in this Indenture, no Global Senior
        Note may be exchanged in whole or in part for registered Senior Notes, and
        no
        transfer of a Global Senior Note in whole or in part may be registered, in
        the
        name of any Person other than the Depositary for such Global Senior Note
        or a
        nominee thereof unless (i) such Depositary advises the Trustee 

       

      25

       


      


       

      and
        the Company in writing that such Depositary is no longer willing or
        able to properly discharge its responsibilities as Depositary with respect
        to
        such Global Senior Note, and no qualified successor is appointed by the Company
        within ninety (90) days of receipt by the Company of such notice, (ii) such
        Depositary ceases to be a clearing agency registered under the Exchange Act
        and
        no successor is appointed by the Company within ninety (90) days after obtaining
        knowledge of such event, (iii) the Company executes and delivers to the Trustee
        a Company Order stating that the Company elects to terminate the book-entry
        system through the Depositary or (iv) an Event of Default shall have occurred
        and be continuing. Upon the occurrence of any event specified in clause (i),
        (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct
        the Depositary to notify all owners of beneficial interests in such Global
        Senior Note of the occurrence of such event and of the availability of Senior
        Notes to such owners of beneficial interests requesting the same. The Trustee
        may conclusively rely, and be protected in relying, upon the written
        identification of the owners of beneficial interests furnished by the
        Depositary, and shall not be liable for any delay resulting from a delay
        by the
        Depositary. Upon the issuance of such Senior Notes and the registration in
        the
        Securities Register of such Senior Notes in the names of the Holders of the
        beneficial interests therein, the Trustee shall recognize such holders of
        beneficial interests as Holders. Notwithstanding the foregoing, if an owner
        of a
        beneficial interest in a Global Senior Note wishes at any time to transfer
        an
        interest in such Global Senior Note to a Person other than a QIB, such transfer
        shall be effected, subject to the Applicable Depositary Procedures, in
        accordance with the provisions of this Section
        3.4 and Section
        3.5, and the transferee shall receive a Definitive
        Senior Note Certificate in connection with such transfer. A holder of a
        Definitive Senior Note Certificate that is a QIB may, upon request, and in
        accordance with the provisions of this Section
        3.4 and Section
        3.5, exchange such Definitive Senior Note Certificate
        for a beneficial interest in a Global Senior Note.

      (c)          If
        any Global Senior Note is to be exchanged for other Senior Notes or
        canceled in part, or if another Senior Note is to be exchanged in whole or
        in
        part for a beneficial interest in any Global Senior Note, then either (i)
        such
        Global Senior Note shall be so surrendered for exchange or cancellation as
        provided in this Article III or
        (ii) the principal amount thereof shall be reduced or increased by an amount
        equal to (x) the portion thereof to be so exchanged or canceled or (y) the
        principal amount of such other Senior Note to be so exchanged for a beneficial
        interest therein, as the case may be, by means of an appropriate adjustment
        made
        on the records of the Securities Registrar, whereupon the Trustee, in accordance
        with the Applicable Depositary Procedures, shall instruct the Depositary
        or its
        authorized representative to make a corresponding adjustment to its records.
        Upon any such surrender or adjustment of a Global Senior Note by the Depositary,
        accompanied by registration instructions, the Company shall execute and,
        upon
        receipt of a Company Order, the Trustee shall authenticate and deliver any
        Senior Notes issuable in exchange for such Global Senior Note (or any portion
        thereof) in accordance with the instructions of the Depositary. The Trustee
        shall not be liable for any delay in delivery of such instructions and may
        conclusively rely on, and shall be fully protected in relying on, such
        instructions.

      (d)          Every
        Senior Note authenticated and delivered upon registration of
        transfer of, or in exchange for or in lieu of, a Global Senior Note or any
        portion thereof shall be authenticated and delivered in the form of, and
        shall
        be, a Global Senior Note, unless such Senior Note is 

       

      26

       


      


       

      registered
        in the name of a Person other than the Depositary for such
        Global Senior Note or a nominee thereof.

      (e)          The
        Depositary or its nominee, as the registered owner of a Global Senior
        Note, shall be the Holder of such Global Senior Note for all purposes under
        this
        Indenture and the Senior Notes, and owners of beneficial interests in a Global
        Senior Note shall hold such interests pursuant to the Applicable Depositary
        Procedures. Accordingly, any such owner’s beneficial interest in a Global Senior
        Note shall be shown only on, and the transfer of such interest shall be effected
        only through, records maintained by the Depositary or its nominee or its
        Depositary Participants. The Securities Registrar and the Trustee shall be
        entitled to deal with the Depositary for all purposes of this Indenture relating
        to a Global Senior Note (including the payment of principal and interest
        thereon
        and the giving of instructions or directions by owners of beneficial interests
        therein and the giving of notices) as the sole Holder of the Senior Note
        and
        shall have no obligations to the owners of beneficial interests therein.
        Neither
        the Trustee nor the Securities Registrar shall have any liability in respect
        of
        any transfers effected by the Depositary.

      (f)           The
        rights of owners of beneficial interests in a Global Senior Note
        shall be exercised only through the Depositary and shall be limited to those
        established by law and agreements between such owners and the Depositary
        and/or
        its Depositary Participants.

      (g)          No
        holder of any beneficial interest in any Global Senior Note held on
        its behalf by a Depositary shall have any rights under this Indenture with
        respect to such Global Senior Note, and such Depositary may be treated by
        the
        Company, the Trustee and any agent of the Company or the Trustee as the owner
        of
        such Global Senior Note for all purposes whatsoever. None of the Company,
        the
        Trustee nor any agent of the Company or the Trustee will have any responsibility
        or liability for any aspect of the records relating to or payments made on
        account of beneficial ownership interests of a Global Senior Note or
        maintaining, supervising or reviewing any records relating to such beneficial
        ownership interests. Notwithstanding the foregoing, nothing herein shall
        prevent
        the Company, the Trustee or any agent of the Company or the Trustee from
        giving
        effect to any written certification, proxy or other authorization furnished
        by a
        Depositary or impair, as between a Depositary and such holders of beneficial
        interests, the operation of customary practices governing the exercise of
        the
        rights of the Depositary (or its nominee) as Holder of any Senior
        Note.

      
        	
                 

              	
                Section
                  3.5

              	
                Registration,
                  Transfer and Exchange Generally.

              


      

      (a)          The
        Trustee shall cause to be kept at the Corporate Trust Office a
        register (the “Securities Register”) in which the registrar
        and transfer agent with respect to the Senior
        Notes (the “Securities Registrar”), subject to such
        reasonable regulations as it may prescribe, shall
        provide for the registration of Senior Notes and of transfers and exchanges
        of
        Senior Notes. The Trustee shall at all times also be the Securities Registrar.
        The provisions of Article VI
        shall apply to the Trustee in its role as Securities Registrar.

      (b)          Subject
        to compliance with Section
        2.2(b), upon surrender for registration of transfer
        of
        any Senior Note at the offices or agencies of the Company designated for
        that
        purpose the Company shall execute, and the Trustee, upon receipt of a Company
        Order, shall authenticate 

       

      27

       


      


       

      and
        deliver, in the name of the designated transferee or transferees, one
        or more new Senior Notes of any authorized denominations of like tenor and
        aggregate principal amount.

      (c)          At
        the option of the Holder, Senior Notes may be exchanged for other
        Senior Notes of any authorized denominations, of like tenor and aggregate
        principal amount, upon surrender of the Senior Notes to be exchanged at such
        office or agency. Whenever any Senior Notes are so surrendered for exchange,
        the
        Company shall execute, and the Trustee shall, upon receipt of a Company Order,
        authenticate and deliver, the Senior Notes that the Holder making the exchange
        is entitled to receive.

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

      (e)          Every
        Senior Note presented or surrendered for transfer or exchange shall
        be duly endorsed, or be accompanied by a written instrument of transfer in
        form
        satisfactory to the Company and the Securities Registrar, duly executed by
        the
        Holder thereof or such Holder’s attorney duly authorized in
        writing.

      (f)           No
        service charge shall be made to a Holder for any transfer or exchange
        of Senior Notes, but the Company may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Senior Notes.

      (g)          Neither
        the Company nor the Trustee shall be required pursuant to the
        provisions of this Section 3.5:
        (i) to issue, register the transfer of or exchange any Senior Note during
        a
        period beginning at the opening of business fifteen (15) days before the
        day of
        selection for redemption of Senior Notes pursuant to Article XI and ending at the
        close of business on
        the day of mailing of the notice of redemption or (ii) to register the transfer
        of or exchange any Senior Note so selected for redemption in whole or in
        part,
        except, in the case of any such Senior Note to be redeemed in part, any portion
        thereof not to be redeemed.

      (h)          The
        Company shall designate an office or offices or agency or agencies
        where Senior Notes may be surrendered for registration or transfer or exchange.
        The Company initially designates the Corporate Trust Office as its office
        and
        agency for such purposes. The Company shall give prompt written notice to
        the
        Trustee and to the Holders of any change in the location of any such office
        or
        agency.

      (i)           The
        Senior Notes may only be transferred to a “Qualified Purchaser” as
        such term is defined in Section 2(a)(51) of the Investment Company Act and,
        if
        the qualified purchaser is not also a qualified institutional buyer (as defined
        in Rule 144A(a)(1) of the Securities Act), the Senior Notes may be transferred
        to such person only if the Company receives an opinion of counsel in form
        and
        substance satisfactory to the Company to the effect that registration is
        not
        required under the Securities Act and applicable state securities
        laws.

      (j)           Neither
        the Trustee nor the Securities Registrar shall be responsible for
        ascertaining whether any transfer hereunder complies with the registration
        provisions of or any exemptions from the Securities Act, applicable state
        securities laws or the applicable laws of any 

       

      28

       


      


       

      other
        jurisdiction, ERISA, the Code or the Investment Company Act;
provided, that if a certificate
        is specifically required by the express terms of this Section 3.5 to be delivered to
        the Trustee or the
        Securities Registrar by a Holder or transferee of a Senior Note, the Trustee
        and
        the Securities Registrar shall be under a duty to receive and examine the
        same
        to determine whether or not the certificate substantially conforms on its
        face
        to the requirements of this Indenture and shall promptly notify the party
        delivering the same if such certificate does not comply with such
        terms.

      
        	
                 

              	
                Section
                  3.6

              	
                Mutilated,
                  Destroyed, Lost and Stolen Senior Notes.

              


      

      (a)          If
        any mutilated Senior Note is surrendered to the Trustee together with
        such security or indemnity as may be required by the Company or the Trustee
        to
        save each of them harmless, the Company shall execute and upon receipt of
        a
        Company Order the Trustee shall authenticate and deliver in exchange therefor
        a
        new Senior Note of like tenor and aggregate principal amount and bearing
        a
        number not contemporaneously outstanding.

      (b)          If
        there shall be delivered to the Trustee (i) evidence to its
        satisfaction of the destruction, loss or theft of any Senior Note and (ii)
        such
        security or indemnity as may be required by it to save each of the Company
        and
        the Trustee harmless, then, in the absence of notice to the Company or the
        Trustee that such Senior Note has been acquired by a bona
        fide purchaser, the Company shall execute and, upon
        receipt of a Company Order, the Trustee shall authenticate and deliver, in
        lieu
        of any such destroyed, lost or stolen Senior Note, a new Senior Note of like
        tenor and aggregate principal amount as such destroyed, lost or stolen Senior
        Note, and bearing a number not contemporaneously outstanding.

      (c)          If
        any such mutilated, destroyed, lost or stolen Senior Note has become
        or is about to become due and payable, the Company in its discretion may,
        instead of issuing a new Senior Note, pay such Senior Note.

      (d)          Upon
        the issuance of any new Senior Note under this Section 3.6, the Company may require
        the payment
        of a sum sufficient to cover any expense, 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.

      (e)          Every
        new Senior Note issued pursuant to this Section 3.6 in lieu of any mutilated,
        destroyed,
        lost or stolen Senior Note shall constitute an original additional contractual
        obligation of the Company, whether or not the mutilated, destroyed, lost
        or
        stolen Senior Note 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 Senior Notes duly issued hereunder.

      (f)           The
        provisions of this Section 3.6 are exclusive and
        shall preclude (to the extent lawful) all other rights
        and remedies with respect to the replacement or payment of mutilated, destroyed,
        lost or stolen Senior Notes.

      
        	
                 

              	
                Section
                  3.7

              	
                Persons
                  Deemed Owners.

              


      

      The
        Company, the Trustee and any agent of the Company or the Trustee
        shall treat the Person in whose name any Senior Note is registered as the
        owner
        of such Senior Note for the 

       

      29

       


      


       

      purpose
        of receiving payment of principal of and any interest on such
        Senior Note and for all other purposes whatsoever, and neither the Company,
        the
        Trustee nor any agent of the Company or the Trustee shall be affected by
        notice
        to the contrary.

      
        	
                 

              	
                Section
                  3.8

              	
                Cancellation.

              


      

      All
        Senior Notes surrendered for payment, redemption, transfer or
        exchange shall, if surrendered to any Person other than the Trustee, be
        delivered to the Trustee, and any such Senior Notes and Senior Notes surrendered
        directly to the Trustee for any such purpose shall be promptly canceled by
        it.
        The Company may at any time deliver to the Trustee for cancellation any Senior
        Notes previously authenticated and delivered hereunder that the Company may
        have
        acquired in any manner whatsoever, and all Senior Notes so delivered shall
        be
        promptly canceled by the Trustee. No Senior Notes shall be authenticated
        in lieu
        of or in exchange for any Senior Notes canceled as provided in this
Section 3.8, except as expressly
        permitted by this Indenture. All canceled Senior Notes shall be retained
        or
        disposed of by the Trustee in accordance with its customary practices and
        the
        Trustee shall deliver to the Company a certificate of such
        disposition.

      
        	
                 

              	
                Section
                  3.9

              	
                Agreed
                  Tax Treatment.

              


      

      Each
        Senior Note issued hereunder shall provide that the Company and, by
        its acceptance or acquisition of a Senior Note or a beneficial interest therein,
        the Holder of, and any Person that acquires a direct or indirect beneficial
        interest in, such Senior Note, intend and agree to treat such Senior Note
        as
        indebtedness of the Company for United States federal, state and local tax
        purposes. The provisions of this Indenture shall be interpreted to further
        this
        intention and agreement of the parties.

      
        	
                 

              	
                Section
                  3.10

              	
                CUSIP
                  Numbers.

              


      

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

      ARTICLE
        IV

       

      SATISFACTION
        AND DISCHARGE

      
        	
                 

              	
                Section
                  4.1

              	
                Satisfaction
                  and Discharge of Indenture.

              


      

      This
        Indenture shall, upon Company Request, cease to be of further effect
        (except as to any surviving rights of registration of transfer or exchange
        of
        Senior Notes herein expressly provided for and as otherwise provided in this
        Section 4.1) and the Trustee,
        on
        demand of and at the expense of the Company, shall execute proper instruments
        acknowledging satisfaction and discharge of this Indenture, when

       

      30

       


      


       

      
        	
                 

              	
                (a)

              	
                either

              


      

      (i)
        all Senior Notes theretofore authenticated and delivered (other than
        (A) Senior Notes that have been mutilated, destroyed, lost or stolen and
        that
        have been replaced or paid as provided in Section
        3.6 and (B) Senior Notes 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 10.2) have
        been delivered to the Trustee for cancellation; or

      (ii)
        all such Senior Notes not theretofore delivered to the Trustee for
        cancellation

      
        	
                 

              	
                (A)

              	
                have
                  become due and payable;
                  or

              


      

      (B)         will
        become due and payable at their Stated Maturity within one (1) year
        of the date of deposit; or

      (C)         are
        to be called for redemption within one (1) 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 subclause (ii)(A), (B) or (C) above, has
        deposited or caused to be deposited with the Trustee as trust funds in trust
        for
        such purpose (x) an amount in the currency or currencies in which the Senior
        Notes are payable, (y) Government Obligations which through the scheduled
        payment of principal and interest in respect thereof in accordance with their
        terms will provide, not later than the due date of any payment, money in
        an
        amount or (z) a combination thereof, in each case sufficient, in the opinion
        of
        a nationally recognized firm of independent public accountants expressed
        in a
        written certification thereof delivered to the Trustee, to pay and discharge
        the
        entire indebtedness on such Senior Notes not theretofore delivered to the
        Trustee for cancellation, for principal, premium, if any, and interest
        (including any Additional Interest) to the date of such deposit (in the case
        of
        Senior Notes that have become due and payable) or to the Stated Maturity
        (or any
        date of principal repayment upon early maturity) or Redemption Date, as the
        case
        may be;

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

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

      Notwithstanding
        the satisfaction and discharge of this Indenture, the
        obligations of the Company to the Trustee under Section
        6.6, the obligations of the Company to any
        Authenticating Agent under Section 6.11 and, if money shall
        have been deposited with the Trustee pursuant to
        subclause (a)(ii) of this Section 4.1, the obligations of
        the Trustee under Section
        4.2 and Section
        10.2(e) shall survive.

       

      31

       


      


       

      
        	
                 

              	
                Section
                  4.2

              	
                Application
                  of Trust Money.

              


      

      Subject
        to the provisions of Section
        10.2(e), all money deposited with the Trustee pursuant
        to Section 4.1 shall be held in
        trust and applied by the Trustee, in accordance with the provisions of the
        Senior Notes and this Indenture, to the payment in accordance with
Section 3.1, either directly or
        through any Paying Agent (including the Company acting as its own Paying
        Agent)
        as the Trustee may determine, to the Persons entitled thereto, of the principal
        and any premium and interest (including any Additional Interest) for the
        payment
        of which such money or obligations have been deposited with or received by
        the
        Trustee. 

      ARTICLE
        V

       

      REMEDIES

      
        	
                 

              	
                Section
                  5.1

              	
                Events
                  of Default.

              


      

      “Event
        of Default” means,
        wherever used herein with respect to the Senior Notes, 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):

      (a)          default
        in the payment of any interest upon any Senior Note, including
        any Additional Interest in respect thereof, when it becomes due and payable,
        and
        continuance of such default for a period of thirty (30) days; or

      (b)          default
        in the payment of the principal of or any premium on any Senior
        Note at its Maturity; or

      (c)          default
        in the performance, or breach, of any covenant or warranty of the
        Company in this Indenture and continuance of such default or breach for a
        period
        of thirty (30) 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 twenty-five percent (25%) in aggregate principal amount of the
        Outstanding Senior Notes 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 (a “Notice of Default”); or

      (d)          the
        entry by a court having jurisdiction in the premises of a decree or
        order adjudging the Company a bankrupt or insolvent, or approving as properly
        filed a petition seeking reorganization, arrangement, adjustment or composition
        of or in respect of the Company under any applicable federal or state
        bankruptcy, insolvency, reorganization or other similar law, or appointing
        a
        custodian, receiver, liquidator, assignee, trustee, sequestrator or other
        similar official of the Company or of any substantial part of its property,
        or
        ordering the winding up or liquidation of its affairs, and the continuance
        of
        any such decree or order for relief or any such other decree or order unstayed
        and in effect for a period of sixty (60) consecutive days; or

       

      32

       


      


       

      (e)          the
        institution by the Company of proceedings to be adjudicated a
        bankrupt or insolvent, or the consent by the Company to the institution of
        bankruptcy or insolvency proceedings against it, or the filing by the Company
        of
        a petition or answer or consent seeking reorganization or relief under any
        applicable federal or state bankruptcy, insolvency, reorganization or other
        similar law, or the consent by it to the filing of such petition or to the
        appointment of or taking possession by a custodian, receiver, liquidator,
        assignee, trustee, sequestrator or other similar official of the Company
        or of
        any substantial part of its property, or the making by it of an assignment
        for
        the benefit of creditors, or the admission by it in writing of its inability
        to
        pay its debts generally as they become due and its willingness to be adjudicated
        a bankrupt or insolvent, or the taking of corporate action by the Company
        in
        furtherance of any such action.

      
        	
                 

              	
                Section
                  5.2

              	
                Acceleration
                  of Maturity; Rescission and Annulment.

              


      

      (a)          If
        an Event of Default occurs and is continuing, then and in every such
        case the Trustee or the Holders of not less than twenty-five percent (25%)
        in
        aggregate principal amount of the Outstanding Senior Notes may declare the
        principal amount of all the Senior Notes to be immediately due and payable,
        by a
        notice in writing to the Company (and to the Trustee if given by
        Holders).

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

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

      
        	
                 

              	
                (A)

              	
                all
                  overdue installments of interest on all Senior
                  Notes;

              


      

      
        	
                 

              	
                (B)

              	
                any
                  accrued Additional Interest on all Senior
                  Notes;

              


      

      (C)         the
        principal of and any premium on any Senior Notes that have become due
        otherwise than by such declaration of acceleration and interest (including
        any
        Additional Interest) thereon at the rate borne by the Senior Notes;
        and

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

      (ii)
        all Events of Default with respect to Senior Notes, other than the
        non-payment of the principal of Senior Notes that has become due solely by
        such
        acceleration, have been cured or waived as provided in Section 5.13;

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

       

      33

       


      


       

      
        	
                 

              	
                Section
                  5.3

              	
                Collection
                  of Indebtedness and Suits for Enforcement by
                  Trustee.

              


      

      
        	
                 

              	
                (a)

              	
                The
                  Company covenants that
                  if:

              


      

      (i)
        default is made in the payment of any installment of interest
        (including any Additional Interest) on any Senior Note when such interest
        becomes due and payable and such default continues for a period of thirty
        (30)
        days; or

      (ii)
        default is made in the payment of the principal of and any premium
        on any Senior Note at the Maturity thereof;

      the
        Company will, upon demand of the Trustee, pay to the Trustee, for the
        benefit of the Holders of such Senior Notes, the whole amount then due and
        payable on such Senior Notes for principal and any premium and interest
        (including any Additional Interest) and, in addition thereto, all amounts
        owing
        the Trustee under Section 6.6.

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

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

      
        	
                 

              	
                Section
                  5.4

              	
                Trustee
                  May File Proofs of Claim.

              


      

      In
        case of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or similar judicial
        proceeding relative to the Company (or any other obligor upon the Senior
        Notes),
        its property or its creditors, the Trustee shall be entitled and empowered,
        by
        intervention in such proceeding or otherwise, to take any and all actions
        authorized hereunder in order to have claims of the Holders and the Trustee
        allowed in any such proceeding. In particular, the Trustee shall be authorized
        to collect and receive any moneys or other property payable or deliverable
        on
        any such claims and to distribute the same; and any custodian, receiver,
        assignee, trustee, liquidator, sequestrator or other similar official in
        any
        such judicial proceeding is hereby authorized by each Holder to make such
        payments to the Trustee and, in the event that the Trustee shall consent
        to the
        making of such payments directly to the Holders, to first pay to the Trustee
        any
        amount due it for the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel, and any other amounts owing
        the
        Trustee, any predecessor Trustee and other Persons under Section 6.6.

       

      34

       


      


       

      
        	
                 

              	
                Section
                  5.5

              	
                Trustee
                  May Enforce Claim Without Possession of Senior
                  Notes.

              


      

      All
        rights of action and claims under this Indenture or the Senior Notes
        may be prosecuted and enforced by the Trustee without the possession of any
        of
        the Senior Notes or the production thereof in any proceeding relating thereto,
        and any such proceeding instituted by the Trustee shall be brought in its
        own
        name as trustee of an express trust, and any recovery of judgment shall after
        provision for the payment of all the amounts owing the Trustee, any predecessor
        Trustee and other Persons under Section
        6.6, be for the ratable benefit of the Holders of
        the
        Senior Notes in respect of which such judgment has been recovered.

      
        	
                 

              	
                Section
                  5.6

              	
                Application
                  of Money Collected.

              


      

      Any
        money or property collected or to be applied by the Trustee with
        respect to the Senior Notes pursuant to this Article
        V 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
        or
        property on account of principal or any premium or interest (including any
        Additional Interest), upon presentation of the Senior Notes 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, any predecessor
        Trustee and other Persons under Section
        6.6;

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

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

      
        	
                 

              	
                Section
                  5.7

              	
                Limitation
                  on Suits.

              


      

      Subject
        to Section 5.8, no
        Holder of any Senior Notes shall have any right to institute any proceeding,
        judicial or otherwise, with respect to this Indenture or for the appointment
        of
        a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
        similar official) or for any other remedy hereunder, unless:

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

      (b)          the
        Holders of not less than a majority in aggregate principal amount of
        the Outstanding Senior Notes 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;

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

       

      35

       


      


       

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

      (e)          no
        direction inconsistent with such written request has been given to the
        Trustee during such sixty (60)-day period by the Holders of a majority in
        aggregate principal amount of the Outstanding Senior Notes;

      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
        itself
        of, any provision of this Indenture to affect, disturb or prejudice the rights
        of any other Holders of Senior Notes, or to obtain or to seek to obtain priority
        or preference over any other of such Holders or to enforce any right under
        this
        Indenture, except in the manner herein provided and for the equal and ratable
        benefit of all such Holders.

      Section
        5.8        Unconditional Right of
        Holders to Receive Principal, Premium, if any, and
        Interest.

      Notwithstanding
        any other provision in this Indenture, the Holder of any
        Senior Note shall have the right, which is absolute and unconditional, to
        receive payment of the principal of and premium, if any, on such Senior Note
        at
        its Maturity and payment of interest (including any Additional Interest)
        on such
        Senior Note when due and payable 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
                  5.9

              	
                Restoration
                  of Rights and Remedies.

              


      

      If
        the Trustee or any Holder has instituted any proceeding to enforce any
        right or remedy under this Indenture and such proceeding has been discontinued
        or abandoned for any reason, or has been determined adversely to the Trustee
        or
        such Holder, then and in every such case the Company, the Trustee and 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, the Company and such Holder shall
        continue as though no such proceeding had been instituted.

      
        	
                 

              	
                Section
                  5.10

              	
                Rights
                  and Remedies Cumulative.

              


      

      Except
        as otherwise provided in Section
        3.6(f), no right or remedy herein conferred upon or
        reserved to the Trustee or the Holders is intended to be exclusive of any
        other
        right or remedy, and every right and remedy shall, to the extent permitted
        by
        law, be cumulative and in addition to every other right and remedy given
        hereunder or now or hereafter existing at law or in equity or otherwise.
        The
        assertion or employment of any right or remedy hereunder, or otherwise, shall
        not prevent the concurrent assertion or employment of any other appropriate
        right or remedy.

      
        	
                 

              	
                Section
                  5.11

              	
                Delay
                  or Omission Not Waiver.

              


      

      No
        delay or omission of the Trustee or any Holder of any Senior Notes 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 

       

      36

       


      


       

      remedy
        given by this Article V or by law to the Trustee
        or to the Holders may be exercised from time to
        time, and as often as may be deemed expedient, by the Trustee or the Holders,
        as
        the case may be.

      
        	
                 

              	
                Section
                  5.12

              	
                Control
                  by Holders.

              


      

      The
        Holders of not less than a majority in aggregate principal amount of
        the Outstanding Senior Notes 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; provided, that:

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

      (b)          the
        Trustee may take any other action deemed proper by the Trustee that
        is not inconsistent with such direction; and

      (c)          subject
        to the provisions of Section
        6.2, the Trustee shall have the right to decline
        to
        follow such direction if a Responsible Officer or Officers of the Trustee
        shall,
        in good faith, reasonably determine that the proceeding so directed would
        be
        unjustly prejudicial to the Holders not joining in any such direction or
        would
        involve the Trustee in personal liability.

      
        	
                 

              	
                Section
                  5.13

              	
                Waiver
                  of Past Defaults.

              


      

      (a)          The
        Holders of not less than a majority in aggregate principal amount of
        the Outstanding Senior Notes may waive any past Event of Default hereunder
        and
        its consequences except an Event of Default:

      (i)
        in the payment of the principal of, premium, if any, or interest
        (including any Additional Interest) on any Outstanding Senior Note (unless
        such
        Event of Default has been cured and the Company has paid to or deposited
        with
        the Trustee a sum sufficient to pay all installments of interest (including
        any
        Additional Interest) due and past due and all principal of and premium, if
        any,
        on all Senior Notes due otherwise than by acceleration); or

      (ii)
        in respect of a covenant or provision hereof that under
Article IX cannot be modified
        or
        amended without the consent of each Holder of any Outstanding Senior
        Note.

      (b)          Any
        such waiver shall be deemed to be on behalf of the Holders of all the
        Senior Notes.

      (c)          Upon
        any such waiver, such Event of 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 Event of Default or impair any right consequent thereon.

       

      37

       


      


       

      
        	
                 

              	
                Section
                  5.14

              	
                Undertaking
                  for Costs.

              


      

      All
        parties to this Indenture agree, and each Holder of any Senior Note
        by his or her acceptance thereof shall be deemed to have agreed, that any
        court
        may in its discretion require, in any suit for the enforcement of any right
        or
        remedy under this Indenture, or in any suit against the Trustee for any action
        taken or omitted by it as Trustee, the filing by any party litigant in such
        suit
        of an undertaking to pay the costs of such suit, and that such court may
        in its
        discretion assess reasonable costs, including reasonable attorneys’ fees and
        expenses, against any party litigant in such suit, having due regard to the
        merits and good faith of the claims or defenses made by such party litigant;
        provided, however,
        that the provisions of this
Section 5.14 shall not apply to
        any suit instituted by the Trustee, to any suit instituted by any Holder,
        or
        group of Holders, holding in the aggregate more than ten percent (10%) in
        aggregate principal amount of the Outstanding Senior Notes, or to any suit
        instituted by any Holder for the enforcement of the payment of the principal
        of
        or premium, if any, on the Senior Note after the Stated Maturity or any interest
        (including any Additional Interest) on any Senior Note after it is due and
        payable.

      
        	
                 

              	
                Section
                  5.15

              	
                Waiver
                  of Usury, Stay or Extension Laws.

              


      

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

      ARTICLE
        VI

       

      THE
        TRUSTEE

      
        	
                 

              	
                Section
                  6.1

              	
                Corporate
                  Trustee Required.

              


      

      There
        shall at all times be a Trustee hereunder with respect to the
        Senior Notes. The Trustee shall be a corporation or national banking association
        organized and doing business under the laws of the United States or of any
        state
        thereof, authorized to exercise corporate trust powers, having a combined
        capital and surplus of at least $50,000,000, subject to supervision or
        examination by federal or state authority and having an office within the
        United
        States. If such entity publishes reports of condition at least annually,
        pursuant to law or to the requirements of such supervising or examining
        authority, then, for the purposes of this Section
        6.1, the combined capital and surplus of such entity
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of condition so published. If at any time the Trustee shall
        cease
        to be eligible in accordance with the provisions of this Section 6.1, it shall resign immediately
        in the
        manner and with the effect hereinafter specified in this Article VI.

      
        	
                 

              	
                Section
                  6.2

              	
                Certain
                  Duties and Responsibilities.

              


      

      
        	
                 

              	
                (a)

              	
                Except
                  during the continuance of an Event of
                  Default:

              


      

       

      38

       


      


       

      (i)
        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

      (ii)
        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; provided, that in the case
        of any such
        certificates or opinions that by any provision hereof are specifically required
        to be furnished to the Trustee, the Trustee shall be under a duty to examine
        the
        same to determine whether or not they substantially conform on their face
        to the
        requirements of this Indenture.

      (b)          If
        an Event of Default known to the Trustee has occurred and is
        continuing, the Trustee shall, prior to the receipt of directions, if any,
        from
        the Holders of at least a majority in aggregate principal amount of the
        Outstanding Senior Notes, exercise such of the rights and powers vested in
        it by
        this Indenture, and use the same degree of care and skill in its exercise,
        as a
        prudent person would exercise or use under the circumstances in the conduct
        of
        such person’s own affairs.

      (c)          Notwithstanding
        the foregoing, 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. 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
        6.2. To the extent that, at law or in equity, the
        Trustee has duties and liabilities relating to the Holders, the Trustee shall
        not be liable to any Holder for the Trustee’s good faith reliance on the
        provisions of this Indenture. The provisions of this Indenture, to the extent
        that they restrict the duties and liabilities of the Trustee otherwise existing
        at law or in equity, are agreed by the Company and the Holders to replace
        such
        other duties and liabilities of the Trustee.

      (d)          No
        provisions of this Indenture shall be construed to relieve the Trustee
        from liability with respect to matters that are within the authority of the
        Trustee under this Indenture for its own negligent action, negligent failure
        to
        act or willful misconduct, except that:

      (i)
        the Trustee shall not be liable for any error or judgment made in
        good faith by an authorized officer of the Trustee, unless it shall be proved
        that the Trustee was negligent in ascertaining the pertinent facts;

      (ii)
        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 at least a majority in aggregate principal amount of the Outstanding
        Senior Notes (or such other percentage as may be required by the terms hereof)
        relating to the time, method and place of conducting any proceeding for any
        remedy available to the Trustee under this Indenture; and

       

      39

       


      


       

      (iii)
        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
        and money held by the Trustee in trust hereunder need not be segregated from
        other funds except to the extent required by law.

      
        	
                 

              	
                Section
                  6.3

              	
                Notice
                  of Defaults.

              


      

      Within
        ninety (90) days after the occurrence of any default actually
        known to the Trustee, the Trustee shall give the Holders notice of such default
        unless such default shall have been cured or waived; provided, that except in the
        case of a default in
        the payment of the principal of or any premium or interest on any Senior
        Notes,
        the Trustee shall be fully protected in withholding the 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 determines
        that withholding the notice is in the interest of Holders; and provided, further,
        that in the case of any default of the
        character specified in Section 5.1(c), no such notice to
        Holders shall be given until at least thirty (30)
        days after the occurrence thereof. For the purpose of this Section 6.3, the term “default”
means
        any event which is, or after
        notice or lapse of time or both would become, an Event of Default.

      
        	
                 

              	
                Section
                  6.4

              	
                Certain
                  Rights of Trustee.
                   

              


      

      Subject
        to the provisions of Section
        6.2:

      (a)          the
        Trustee may conclusively rely and shall be fully protected in acting
        or refraining from acting in good faith and in accordance with the terms
        hereof
        upon any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture, note 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;

      (b)          if
        (i) in performing its duties under this Indenture the Trustee is
        required to decide between alternative courses of action, (ii) in construing
        any
        of the provisions of this Indenture the Trustee finds ambiguous or inconsistent
        with any other provisions contained herein or (iii) the Trustee is unsure
        of the
        application of any provision of this Indenture, then, except as to any matter
        as
        to which the Holders are entitled to decide under the terms of this Indenture,
        the Trustee shall deliver a notice to the Company requesting the Company’s
        written instruction as to the course of action to be taken and the Trustee
        shall
        take such action, or refrain from taking such action, as the Trustee shall
        be
        instructed in writing to take, or to refrain from taking, by the Company;
        provided, that if the Trustee
        does not receive such instructions from the Company within ten (10) Business
        Days after it has delivered such notice or such reasonably shorter period
        of
        time set forth in such notice the Trustee may, but shall be under no duty
        to,
        take such action, or refrain from taking such action, as the Trustee shall
        deem
        advisable and in the best interests of the Holders, in which event the Trustee
        shall have no liability except for its own negligence, bad faith or willful
        misconduct;

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

       

      40

       


      


       

      (d)          the
        Trustee may consult with counsel (which counsel may be counsel to the
        Trustee, the Company or any of its Affiliates, and may include any of its
        employees) and the advice of such counsel or any Opinion of Counsel shall
        be
        full and complete authorization and protection in respect of any action taken,
        suffered or omitted by it hereunder in good faith and in reliance
        thereon;

      (e)          the
        Trustee shall be under no obligation to exercise any of the rights or
        powers vested in it by this Indenture at the request or direction of any
        of the
        Holders pursuant to this Indenture, unless such Holders shall have offered
        to
        the Trustee security or indemnity reasonably satisfactory to it against the
        costs, expenses (including reasonable attorneys’ fees and expenses) and
        liabilities that might be incurred by it in compliance with such request
        or
        direction, including reasonable advances as may be requested by the
        Trustee;

      (f)           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, indenture,
        note or other paper or document, but the Trustee in its discretion may make
        such
        inquiry or investigation into such facts or matters as it may see fit, and,
        if
        the Trustee shall determine to make such inquiry or investigation, it shall
        be
        entitled to examine the books, records and premises of the Company, personally
        or by agent or attorney;

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

      (h)          whenever
        in the administration of this Indenture the Trustee shall deem
        it desirable to receive instructions with respect to enforcing any remedy
        or
        right or taking any other action with respect to enforcing any remedy or
        right
        hereunder, the Trustee (i) may request instructions from the Holders (which
        instructions may only be given by the Holders of the same aggregate principal
        amount of Outstanding Senior Notes as would be entitled to direct the Trustee
        under this Indenture in respect of such remedy, right or action), (ii) may
        refrain from enforcing such remedy or right or taking such action until such
        instructions are received and (iii) shall be protected in acting in accordance
        with such instructions;

      (i)           except
        as otherwise expressly provided by this Indenture, the Trustee
        shall not be under any obligation to take any action that is discretionary
        under
        the provisions of this Indenture;

      (j)           without
        prejudice to any other rights available to the Trustee under
        applicable law, when the Trustee incurs expenses or renders services in
        connection with any bankruptcy, insolvency or other proceeding referred to
        in
        clauses (d) or (e) of the definition of Event of Default specified in
Section 5.1, such expenses
        (including legal fees and expenses of its agents and counsel) and the
        compensation for such services are intended to constitute expenses of
        administration under any bankruptcy laws or law relating to creditors rights
        generally;

      (k)          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 

       

      41

       


      


       

      hereunder,
        the Trustee (unless other evidence be herein specifically
        prescribed) may, in the absence of bad faith on its part, conclusively rely
        upon
        an Officers’ Certificate addressing such matter, which, upon receipt of such
        request, shall be promptly delivered by the Company;

      (l)           the
        Trustee shall not be charged with knowledge of any Event of Default
        unless either (i) a Responsible Officer of the Trustee shall have actual
        knowledge or (ii) the Trustee shall have received written notice thereof
        from
        the Company or a Holder; and

      (m)         in
        the event that the Trustee is also acting as Paying Agent,
        Authenticating Agent, Calculation Agent or Securities Registrar hereunder,
        the
        rights and protections afforded to the Trustee pursuant to this Article VI shall also be afforded
        such Paying
        Agent, Authenticating Agent, Calculation Agent or Securities
        Registrar.

      
        	
                 

              	
                Section
                  6.5

              	
                May
                  Hold Senior Notes.

              


      

      The
        Trustee, any Authenticating Agent, any Paying Agent, any Securities
        Registrar or any other agent of the Company, in its individual or any other
        capacity, may become the owner or pledgee of Senior Notes and may otherwise
        deal
        with the Company with the same rights it would have if it were not Trustee,
        Authenticating Agent, Paying Agent, Securities Registrar or such other
        agent.

      
        	
                 

              	
                Section
                  6.6

              	
                Compensation;
                  Reimbursement; Indemnity.
                   

              


      

      
        	
                 

              	
                (a)

              	
                The
                  Company agrees:

              


      

      (i)
        to pay to the Trustee from time to time reasonable compensation for
        all services rendered by it hereunder in such amounts as the Company and
        the
        Trustee shall agree from time to time (which compensation shall not be limited
        by any provision of law in regard to the compensation of a trustee of an
        express
        trust);

      (ii)
        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
        its
        negligence, bad faith or willful misconduct; and

      (iii)
        to the fullest extent permitted by applicable law, to indemnify the
        Trustee (including in its individual capacity) and its Affiliates, and their
        officers, directors, shareholders, agents, representatives and employees
        for,
        and to hold them harmless against, any loss, damage, liability, tax (other
        than
        income, franchise or other taxes imposed on amounts paid pursuant to clause
        (i)
        or (ii) of this Section 6.6(a)),
        penalty, expense or claim of any kind or nature whatsoever incurred without
        negligence, bad faith or willful misconduct on its part arising out of or
        in
        connection with the acceptance or administration of this trust or the
        performance of the Trustee’s duties hereunder, including the costs and expenses
        of defending itself against any claim or liability in connection with the
        exercise or performance of any of its powers or duties hereunder.

       

      42

       


      


       

      (b)          To
        secure the Company’s payment obligations in this Section 6.6, the Company hereby
        grants and
        pledges to the Trustee and the Trustee shall have a lien prior to the Senior
        Notes on all money or property held or collected by the Trustee, other than
        money or property held in trust to pay principal and interest on particular
        Senior Notes. Such lien shall survive the satisfaction and discharge of this
        Indenture or the resignation or removal of the Trustee.

      (c)          The
        obligations of the Company under this Section
        6.6 shall survive the satisfaction and discharge
        of this
        Indenture and the earlier resignation or removal of the Trustee.

      (d)          In
        no event shall the Trustee be liable for any indirect, special,
        punitive or consequential loss or damage of any kind whatsoever, including,
        but
        not limited to, lost profits, even if the Trustee has been advised of the
        likelihood of such loss or damage and regardless of the form of
        action.

      (e)          In
        no event shall the Trustee be liable for any failure or delay in the
        performance of its obligations hereunder because of circumstances beyond
        its
        control, including, but not limited to, acts of God, flood, war (whether
        declared or undeclared), terrorism, fire, riot, embargo, government action,
        including any laws, ordinances, regulations, governmental action or the like
        which delay, restrict or prohibit the providing of the services contemplated
        by
        this Indenture.

      
        	
                 

              	
                Section
                  6.7

              	
                Resignation
                  and Removal; Appointment of Successor.

              


      

      (a)          No
        resignation or removal of the Trustee and no appointment of a
        successor Trustee pursuant to this Article
        VI shall become effective until the acceptance of
        appointment by the successor Trustee under Section
        6.8.

      (b)          The
        Trustee may resign at any time by giving written notice thereof to
        the Company.

      (c)          Unless
        an Event of Default shall have occurred and be continuing, the
        Trustee may be removed at any time by the Company by a Board Resolution.
        If an
        Event of Default shall have occurred and be continuing, the Trustee may be
        removed by an Act of the Holders of a majority in aggregate principal amount
        of
        the Outstanding Senior Notes, delivered to the Trustee and to the
        Company.

      (d)          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 reason, at a time
        when
        no Event of Default shall have occurred and be continuing, the Company, by
        a
        Board Resolution, shall promptly appoint a successor Trustee, and such successor
        Trustee and the retiring Trustee shall comply with the applicable requirements
        of Section 6.8. 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 reason, at a time when an Event of
        Default shall have occurred and be continuing, the Holders, by an Act of
        the
        Holders of a majority in aggregate principal amount of the Outstanding Senior
        Notes, shall promptly appoint a successor Trustee, and such successor Trustee
        and the retiring Trustee shall comply with the applicable requirements of
        Section 6.8. If no successor
        Trustee shall have been so appointed by the Company or the Holders and accepted
        appointment within sixty (60) days after the giving of a notice of resignation
        by the Trustee or the removal of the Trustee in the 

       

      43

       


      


       

      manner
        required by Section 6.8, any Holder who has
        been a bona
        fide Holder of a Senior Note for at least six (6)
        months
        may, on behalf of such Holder and all others similarly situated, and any
        resigning Trustee may, at the expense of the Company, petition any court
        of
        competent jurisdiction for the appointment of a successor Trustee.

      (e)          The
        Company shall give notice to all Holders in the manner provided in
Section 1.6 of each resignation
        and each removal of the Trustee and each appointment of a successor Trustee.
        Each notice shall include the name of the successor Trustee and the address
        of
        its Corporate Trust Office.

      
        	
                 

              	
                Section
                  6.8

              	
                Acceptance
                  of Appointment by Successor.

              


      

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

      (b)          Upon
        request of any such successor Trustee, the Company shall execute any
        and all instruments for more fully and certainly vesting in and confirming
        to
        such successor Trustee all rights, powers and trusts referred to in paragraph
        (a) of this Section 6.8.

      (c)          No
        successor Trustee shall accept its appointment unless at the time of
        such acceptance such successor Trustee shall be qualified and eligible under
        this Article VI.

      
        	
                 

              	
                Section
                  6.9

              	
                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, without the execution
        or filing of any paper or any further act on the part of any of the parties
        hereto; provided, that such
        Person shall be otherwise qualified and eligible under this Article VI. In case any Senior
        Notes shall have
        been authenticated, but not delivered, by the Trustee then in office, any
        successor by merger, conversion or consolidation or as otherwise provided
        above
        in this Section 6.9 to such
        authenticating Trustee may adopt such authentication and deliver the Senior
        Notes so authenticated, and in case any Senior Notes shall not have been
        authenticated, any successor to the Trustee may authenticate such Senior
        Notes
        either in the name of any predecessor Trustee or in the name of such successor
        Trustee, and in all cases the certificate of authentication shall have the
        full
        force which it is provided anywhere in the Senior Notes or in this Indenture
        that the certificate of the Trustee shall have.

       

      44

       


      


       

      
        	
                 

              	
                Section
                  6.10

              	
                Not
                  Responsible for Recitals or Issuance of Senior
                  Notes.

              


      

      The
        recitals contained herein and in the Senior Notes, except the
        Trustee’s certificates of authentication, 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 of the Senior Notes. Neither
        the Trustee nor any Authenticating Agent shall be accountable for the use
        or
        application by the Company of the Senior Notes or the proceeds
        thereof.

      
        	
                 

              	
                Section
                  6.11

              	
                Appointment
                  of Authenticating Agent.

              


      

      (a)          The
        Trustee may appoint an Authenticating Agent or Agents with respect to
        the Senior Notes, which shall be authorized to act on behalf of the Trustee
        to
        authenticate Senior Notes issued upon original issue and upon exchange,
        registration of transfer or partial redemption thereof or pursuant to
Section 3.6, and Senior Notes
        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 Senior Notes 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. Each
        Authenticating Agent shall be acceptable to the Company and shall at all
        times
        be an entity organized and doing business under the laws of the United States
        of
        America, or of any State or Territory thereof or the District of Columbia,
        authorized under such laws to act as Authenticating Agent, having a combined
        capital and surplus of not less than $50,000,000 and subject to supervision
        or
        examination by federal or state authority. If such Authenticating Agent
        publishes reports of condition at least annually pursuant to law or to the
        requirements of said supervising or examining authority, then for the purposes
        of this Section 6.11 the combined
        capital and surplus of such Authenticating Agent shall be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition
        so published. If at any time an Authenticating Agent shall cease to be eligible
        in accordance with the provisions of this Section
        6.11, such Authenticating Agent shall resign immediately
        in the manner and with the effect specified in this Section 6.11.

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

      (c)          An
        Authenticating Agent may resign at any time by giving written notice
        thereof to the Trustee and to 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 to the Company. Upon receiving such a notice of
        resignation or upon such a termination, or in case at any time such
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section 6.11,
        the Trustee may appoint a successor Authenticating Agent eligible under the
        provisions of this Section 6.11,
        which shall be acceptable to the Company, and shall give notice 

       

      45

       


      


       

      of
        such appointment to all Holders. 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.

      (d)          The
        Company agrees to pay to each Authenticating Agent from time to time
        reasonable compensation for its services under this Section 6.11 in such amounts as
        the Company and
        the Authenticating Agent shall agree from time to time.

      (e)          If
        an appointment of an Authenticating Agent is made pursuant to this
Section 6.11, the Senior Notes
        may have endorsed thereon, in addition to the Trustee’s certificate of
        authentication, an alternative certificate of authentication in the following
        form:

      This
        is one of the Senior Notes referred to in the within mentioned
        Indenture. 

      Dated:

      
        	
                 

              	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely
                  as Trustee

              
	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Authenticating
                  Agent

              
	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Authorized
                  Signatory

              
	
                 

              	
                 

              


      

      ARTICLE
        VII

       

      HOLDER'S
        LISTS AND REPORTS BY COMPANY

      
        	
                 

              	
                Section
                  7.1

              	
                Company
                  to Furnish Trustee Names and Addresses of
                  Holders.
 

              


      

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

      (a)          semiannually,
        on or before June 30 and December 31 of each year, a list,
        in such form as the Trustee may reasonably require, of the names and addresses
        of the Holders as of a date not more than fifteen (15) days prior to the
        delivery thereof; and

      (b)          at
        such other times as the Trustee may request in writing, within thirty
        (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 fifteen (15) days prior
        to
        the time such list is furnished;

      in
        each case to the extent such information is in the possession or
        control of the Company and has not otherwise been received by the Trustee
        in its
        capacity as Securities Registrar.

      
        	
                 

              	
                Section
                  7.2

              	
                Preservation
                  of Information, Communications to
                  Holders.

              


      

      (a)          The
        Trustee shall preserve, in as current a form as is reasonably
        practicable, the names and addresses of Holders contained in the most recent
        list furnished to the Trustee as 

       

      46

       


      


       

      provided
        in Section 7.1
        and the names and addresses of Holders received by the Trustee in its capacity
        as Securities Registrar. The Trustee may destroy any list furnished to it
        as
        provided in Section 7.1 upon
        receipt of a new list so furnished.

      (b)          The
        rights of Holders to communicate with other Holders with respect to
        their rights under this Indenture or under the Senior Notes, and the
        corresponding rights and privileges of the Trustee, shall be as provided
        in the
        Trust Indenture Act.

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

      
        	
                 

              	
                Section
                  7.3

              	
                Reports
                  by Company.

              


      

      (a)          The
        Company shall furnish to the Holders and to prospective purchasers of
        Senior Notes, upon their request, the information required to be furnished
        pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement
        set forth in the preceding sentence may be satisfied by compliance with
Section 7.3(b).

      (b)          The
        Company shall furnish to each of (i) the Trustee, (ii) the Holders
        and to subsequent holders of Senior Notes, (iii) any beneficial owner of
        the
        Senior Notes reasonably identified to and confirmed by the Company (which
        identification may be made either by such beneficial owner or by the Purchaser)
        and (iv) any designee of (i), (ii) or (iii) above, a duly completed and executed
        officer’s financial certificate substantially and substantively in the form
        attached hereto as Exhibit A,
        including the financial statements referenced in such Exhibit, which certificate
        and financial statements shall be so furnished by the Company not later than
        forty-five (45) days after the end of each of the first three (3) fiscal
        quarters of each fiscal year of the Company and not later than ninety (90)
        days
        after the end of each fiscal year of the Company, to the extent such financial
        statements are not publicly available by such dates via EDGAR.

      (c)          If
        the Company intends to file its annual and quarterly information with
        the Securities and Exchange Commission (the “Commission”) in electronic form
        pursuant to
        Regulation S-T of the Commission using the Commission’s Electronic Data
        Gathering, Analysis and Retrieval (“EDGAR”) system, the Company
        shall notify the Trustee in the manner prescribed
        herein of each such annual and quarterly filing. The Trustee is hereby
        authorized and directed to access the EDGAR system for purposes of retrieving
        the financial information so filed. Compliance with the foregoing shall
        constitute delivery by the Company of its financial statements to the Trustee
        in
        compliance with the provisions of Section 314(a) of the Trust Indenture Act,
        if
        applicable. The Trustee shall have no duty to search for or obtain any
        electronic or other filings that the Company makes with the Commission,
        regardless of whether such filings are periodic, supplemental or otherwise.
        Delivery of reports, information and documents to the Trustee pursuant to
        this
Section 7.3(c) shall be solely
        for purposes of compliance with this Section
        7.3(c) and, if applicable, with Section 314(a) of the
        Trust Indenture Act, and shall not relieve the Company of the requirement
        to
        deliver the certificate referred to in Section
        7.3(b). The Trustee’s receipt of such reports,
        information and documents shall not 

       

      47

       


      


       

      constitute
        notice to it of the content thereof or any matter determinable
        from the content thereof, including the Company’s compliance with any of its
        covenants hereunder, as to which the Trustee is entitled to rely upon Officers’
Certificates. 

      (d)          The
        Trustee shall deliver, following its receipt thereof, a copy of all
        reports, certificates and information which it is entitled to receive under
        each
        of the Operative Documents, to (i) each Purchaser and (ii) a designee of
        (i)
        above, as identified in writing to the Trustee.

      ARTICLE
        VIII

       

      CONSOLIDATION,
        MERGER, CONVEYANCE, TRANSFER OR LEASE

      
        	
                 

              	
                Section
                  8.1

              	
                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:

      (a)          if
        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 entity formed by such consolidation or into which the
        Company
        is merged or the Person that acquires by conveyance or transfer, or that
        leases,
        the properties and assets of the Company substantially as an entirety shall
        be
        an entity organized and existing under the laws of the United States of America
        or any State or Territory thereof or the District of Columbia and shall
        expressly assume, by an indenture supplemental hereto, executed and delivered
        to
        the Trustee, in form reasonably satisfactory to the Trustee, the due and
        punctual payment of the principal of and any premium and interest (including
        any
        Additional Interest) on all the Senior Notes and the performance of every
        covenant of this Indenture on the part of the Company to be performed or
        observed; 

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

      (c)          the
        Company has delivered to the Trustee an Officers’ Certificate and an
        Opinion of Counsel, each stating that such consolidation, merger, conveyance,
        transfer or lease and, if a supplemental indenture is required in connection
        with such transaction, any such supplemental indenture, comply with this
        Article VIII and that all
        conditions precedent herein provided for relating to such transaction have
        been
        complied with; and the Trustee may rely upon such Officers’ Certificate and
        Opinion of Counsel as conclusive evidence that such transaction complies
        with
        this Section 8.1.

      
        	
                 

              	
                Section
                  8.2

              	
                Successor
                  Company Substituted.

              


      

      (a)          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 8.1 and the execution
        and
        delivery to the 

       

      48

       


      


       

      Trustee
        of the supplemental indenture described in Section 8.1(a), the successor entity
        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 or transfer, following the
        execution and delivery of such supplemental indenture, the Company shall
        be
        discharged from all obligations and covenants under the Indenture and the
        Senior
        Notes.

      (b)          Such
        successor Person to the Company may cause to be executed, and may
        issue either in its own name or in the name of the Company, any or all of
        the
        Senior Notes issuable hereunder that theretofore shall not have been signed
        by
        the Company and delivered to the Trustee; and, upon the order of such successor
        Person instead of the Company and subject to all the terms, conditions and
        limitations in this Indenture prescribed, the Trustee shall authenticate
        and
        shall deliver any Senior Notes that previously shall have been signed and
        delivered by the officers of the Company to the Trustee for authentication,
        and
        any Senior Notes that such successor Person thereafter shall cause to be
        executed and delivered to the Trustee on its behalf. All the Senior Notes
        so
        issued shall in all respects have the same legal rank and benefit under this
        Indenture as the Senior Notes theretofore or thereafter issued in accordance
        with the terms of this Indenture.

      (c)          In
        case of any such consolidation, merger, sale, conveyance or lease,
        such changes in phraseology and form may be made in the Senior Notes thereafter
        to be issued as may be appropriate to reflect such occurrence.

      ARTICLE
        IX

       

      SUPPLEMENTAL
        INDENTURES

      
        	
                 

              	
                Section
                  9.1

              	
                Supplemental
                  Indentures without Consent of Holders.

              


      

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

      (a)          to
        evidence the succession of another Person to the Company, and the
        assumption by any such successor of the covenants of the Company herein and
        in
        the Senior Notes; or

      (b)          to
        evidence and provide for the acceptance of appointment hereunder by a
        successor trustee; or

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

       

      49

       


      


       

      (d)          to
        comply with the rules and regulations of any securities exchange or
        automated quotation system on which any of the Senior Notes may be listed,
        traded or quoted; or

      (e)          to
        add to the covenants, restrictions or obligations of the Company or to
        add to the Events of Default; provided, that such action
        pursuant to this clause (e) shall not adversely affect
        in any material respect the interests of any Holders; or

      (f)           to
        modify, eliminate or add to any provisions of the Indenture or the
        Senior Notes to such extent as shall be necessary to ensure that the Senior
        Notes are treated as indebtedness of the Company for United States federal
        income tax purposes; provided,
        that such action pursuant to this clause (f) shall not adversely affect in
        any
        material respect the interests of any Holders.

      
        	
                 

              	
                Section
                  9.2

              	
                Supplemental
                  Indentures with Consent of Holders.

              


      

      (a)          Subject
        to Section 9.1,
        with the consent of the Holders of not less than a majority in aggregate
        principal amount of the Outstanding Senior Notes, by Act of said Holders
        delivered to the Company and the Trustee, the Company, when authorized by
        a
        Board Resolution, and the Trustee may enter into an indenture or indentures
        supplemental hereto for the purpose of adding any provisions to or changing
        in
        any manner or eliminating any of the provisions of this Indenture or of
        modifying in any manner the rights of the Holders of Senior Notes under this
        Indenture; provided, that no such
        supplemental indenture shall, without the consent of the Holder of each
        Outstanding Senior Note:

      (i)
        change the Stated Maturity of the principal or any premium of any
        Senior Note or change the date of payment of any installment of interest
        (including any Additional Interest) on any Senior Note, or reduce the principal
        amount thereof or the rate of interest thereon or any premium payable upon
        the
        redemption thereof or change the place of payment where, or the coin or currency
        in which, any Senior Note or interest thereon is payable, or restrict or
        impair
        the right to institute suit for the enforcement of any such payment on or
        after
        such date; or

      (ii)
        reduce the percentage in aggregate principal amount of the
        Outstanding Senior Notes, 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 any provision of this Indenture or of defaults
        hereunder and their consequences provided for in this Indenture; or

      (iii)
        modify any of the provisions of this Section
        9.2, Section 5.13
        or Section 10.7, except
        to increase any percentage in aggregate principal amount of the Outstanding
        Senior Notes, the consent of whose Holders is required for any reason, or
        to
        provide that certain other provisions of this Indenture cannot be modified
        or
        waived without the consent of the Holder of each Senior Note.

      (b)          It
        shall not be necessary for any Act of Holders under this
Section 9.2 to approve the
        particular form of any proposed supplemental indenture, but it shall be
        sufficient if such Act shall approve the substance thereof.

       

      50

       


      


       

      
        	
                 

              	
                Section
                  9.3

              	
                Execution
                  of Supplemental Indentures.

              


      

      In
        executing or accepting the additional trusts created by any
        supplemental indenture permitted by this Article
        IX or the modifications thereby of the trusts created
        by
        this Indenture, the Trustee shall be entitled to receive, and shall be fully
        protected in conclusively relying upon, an Officers’ Certificate and an Opinion
        of Counsel stating that the execution of such supplemental indenture is
        authorized or permitted by this Indenture, and that all conditions precedent
        herein provided for relating to such action have been complied with. The
        Trustee
        may, but shall not be obligated to, enter into any such supplemental indenture
        that affects the Trustee’s own rights, duties, indemnities or immunities under
        this Indenture or otherwise. Copies of the final form of each supplemental
        indenture shall be delivered by the Trustee at the expense of the Company
        to
        each Holder promptly after the execution thereof.

      
        	
                 

              	
                Section
                  9.4

              	
                Effect
                  of Supplemental Indentures.

              


      

      Upon
        the execution of any supplemental indenture under this
Article IX, 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 Senior Notes
        theretofore or thereafter authenticated and delivered hereunder shall be
        bound
        thereby.

      
        	
                 

              	
                Section
                  9.5

              	
                Reference
                  in Senior Notes to Supplemental
                  Indentures.

              


      

      Senior
        Notes authenticated and delivered after the execution of any
        supplemental indenture pursuant to this Article
        IX may, and shall if required by the Company, bear
        a
        notation in form approved by the Company as to any matter provided for in
        such
        supplemental indenture. If the Company shall so determine, new Senior Notes
        so
        modified as to conform, in the opinion of 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 Senior Notes.

      ARTICLE
        X

       

      COVENANTS

      
        	
                 

              	
                Section
                  10.1

              	
                Payment
                  of Principal, Premium, if any, and Interest.

              


      

      The
        Company covenants and agrees for the benefit of the Holders of the
        Senior Notes that it will duly and punctually pay the principal of and any
        premium and interest (including any Additional Interest) on the Senior Notes
        in
        accordance with the terms of the Senior Notes and this Indenture.

      
        	
                 

              	
                Section
                  10.2

              	
                Money
                  for Senior Note Payments to Be Held in Trust.

              


      

      (a)          If
        the Company shall at any time act as its own Paying Agent with respect
        to the Senior Notes, it will, on or before each due date of the principal
        of and
        any premium or interest (including any Additional Interest) on the Senior
        Notes,
        segregate and hold in trust for the benefit of the Persons entitled thereto
        a
        sum sufficient to pay the principal and any premium or interest (including
        Additional Interest) so becoming due until such sums shall be paid to such
        

       

      51

       


      


       

      Persons
        or otherwise disposed of as herein provided, and will promptly
        notify the Trustee in writing of its failure so to act.

      (b)          Whenever
        the Company shall have one or more Paying Agents, it will, prior
        to 10:00 a.m., New York City time, on each due date of the principal of and
        any
        premium or interest (including any Additional Interest) on any Senior Notes,
        deposit with a Paying Agent a sum sufficient to pay such amount, such sum
        to be
        held as provided in the Trust Indenture Act and (unless such Paying Agent
        is the
        Trustee) the Company will promptly notify the Trustee of its failure so to
        act.

      (c)          The
        Company will cause each Paying Agent for the Senior Notes 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 10.2, that such Paying
        Agent will (i) comply with the provisions of this Indenture and the Trust
        Indenture Act applicable to it as a Paying Agent and (ii) during the continuance
        of any default by the Company (or any other obligor upon the Senior Notes)
        in
        the making of any payment in respect of the Senior Notes, upon the written
        request of the Trustee, forthwith pay to the Trustee all sums held in trust
        by
        such Paying Agent for payment in respect of the Senior Notes.

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

      (e)          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 and any premium
        or
        interest (including any Additional Interest) on any Senior Note and remaining
        unclaimed for two (2) years after such principal and any premium or interest
        has
        become due and payable shall (unless otherwise required by mandatory provision
        of applicable escheat or abandoned or unclaimed property law) be paid on
        Company
        Request to the Company, or (if then held by the Company) shall (unless otherwise
        required by mandatory provision of applicable escheat or abandoned or unclaimed
        property law) be discharged from such trust; and the Holder of such Senior
        Note
        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, that the Trustee
        or such Paying Agent, before being required to make
        any such repayment, may at the expense of the Company cause to be published
        once, in a newspaper published in the English language, customarily published
        on
        each Business Day and of general circulation in the Borough of Manhattan,
        The
        City of New York, notice that such money remains unclaimed and that, after
        a
        date specified therein, which shall not be less than thirty (30) days from
        the
        date of such publication, any unclaimed balance of such money then remaining
        will be repaid to the Company.

       

      52

       


      


       

      
        	
                 

              	
                Section
                  10.3

              	
                Statement
                  as to Compliance.

              


      

      The
        Company shall deliver to the Trustee, within one hundred twenty (120)
        days after the end of each fiscal year of the Company ending after the date
        hereof, an Officers’ Certificate (substantially in the form attached hereto as
Exhibit B) covering the preceding
        calendar year, stating whether or not to the knowledge of the signers thereof
        the Company is in default in the performance or observance of any of the
        terms,
        provisions and conditions of this Indenture (without regard to any period
        of
        grace or requirement of notice provided hereunder), and if the Company shall
        be
        in default, specifying all such defaults and the nature and status thereof
        of
        which they may have knowledge.

      
        	
                 

              	
                Section
                  10.4

              	
                Calculation
                  Agent.

              


      

      (a)          The
        Company hereby agrees that for so long as any of the Senior Notes
        remain Outstanding, there will at all times be an agent appointed to calculate
        LIBOR in respect of each Interest Payment Date in accordance with the terms
        of
Schedule A (the “Calculation
        Agent”). The Company has initially
        appointed the Trustee as Calculation Agent for purposes of determining LIBOR
        for
        each Interest Payment Date. The Calculation Agent may be removed by the Company
        at any time. If the Calculation Agent is unable or unwilling to act as such
        or
        is removed by the Company, the Company will promptly appoint as a replacement
        Calculation Agent the London office of a leading bank which is engaged in
        transactions in Eurodollar deposits in the international Eurodollar market
        and
        which does not control or is not controlled by or under common control with
        the
        Company or its Affiliates. The Calculation Agent may not resign its duties
        without a successor having been duly appointed. However, if no successor
        Calculation Agent shall have been so appointed by the Company and accepted
        appointment within sixty (60) days after the Company’s receipt written notice of
        resignation by the Calculation Agent, the Calculation Agent may petition
        any
        court of competent jurisdiction for the appointment of a successor Calculation
        Agent and shall be reimbursed by the Company for reasonable costs and expenses
        incurred by such petition.

      (b)          The
        Calculation Agent will, as soon as practicable after 11:00 a.m.
        (London time) on each LIBOR Determination Date (as defined in Schedule A), but in no event
        later than 11:00
        a.m. (London time) on the Business Day immediately following each LIBOR
        Determination Date, the Calculation Agent will calculate the interest rate
        (the
        Interest Payment shall be rounded to the nearest cent, with half a cent being
        rounded upwards) for the related Interest Payment Date, and will communicate
        such rate and amount to the Company, the Trustee, each Paying Agent and the
        Depositary. The Calculation Agent will also specify to the Company the
        quotations upon which the foregoing rates and amounts are based and, in any
        event, the Calculation Agent shall notify the Company before 5:00 p.m. (London
        time) on each LIBOR Determination Date that either: (i) it has determined
        or is
        in the process of determining the foregoing rates and amounts or (ii) it
        has not
        determined and is not in the process of determining the foregoing rates and
        amounts, together with its reasons therefor. The Calculation Agent’s
        determination of the foregoing rates and amounts for any Interest Payment
        Date
        will (in the absence of manifest error) be final and binding upon all parties.
        For the sole purpose of calculating the interest rate for the Senior Notes,
        “Business Day” shall be defined
        as any day on which dealings in deposits in Dollars are transacted in the
        London
        interbank market.

       

      53

       


      


       

      
        	
                 

              	
                Section
                  10.5

              	
                Additional
                  Covenants.

              


      

      (a)          The
        Company covenants and agrees with each Holder of Senior Notes that if
        an Event of Default shall have occurred and be continuing, it shall not (i)
        declare or pay any dividends or distributions on, or redeem, purchase, acquire
        or make a liquidation payment with respect to, any Equity Interests of the
        Company, (ii) vote in favor of or permit or otherwise allow any of its
        Subsidiaries to declare or pay any dividends or distributions on, or redeem,
        purchase, acquire or make a liquidation payment with respect to or otherwise
        retire, any preferred Equity Interests of such Subsidiaries or other Equity
        Interests entitling the holders thereof to a stated rate of return (for the
        avoidance of doubt, whether such preferred Equity Interests are perpetual
        or
        otherwise), or (iii) make any payment of principal of or any interest or
        premium, if any, on or repay, repurchase or redeem any debt securities of
        the
        Company that rank pari passu in
        all respects with or junior in interest to the Senior Notes (other than (A)
        repurchases, redemptions or other acquisitions of Equity Interests of the
        Company in connection with any employment contract, benefit plan or other
        similar arrangement with or for the benefit of any one or more employees,
        officers, directors or consultants, in connection with a dividend reinvestment
        or Equity Interests purchase plan or in connection with the issuance of Equity
        Interests in the Company (or securities convertible into or exercisable for
        such
        Equity Interests) as consideration in an acquisition transaction entered
        into
        prior to the applicable Event of Default, (B) as a result of an exchange,
        conversion reclassification or combination of any class or series of the
        Company’s Equity Interests (or any Equity Interests in a Subsidiary of the
        Company) for any class or series of the Company’s Equity Interests or of any
        class or series of the Company’s indebtedness for any class or series of the
        Company’s Equity Interests, (C) the purchase of fractional interests in the
        Equity Interests of the Company pursuant to the conversion or exchange
        provisions of such Equity Interests or the security being converted or
        exchanged, (D) any declaration of a dividend in connection with any Rights
        Plan,
        the issuance of rights, Equity Interests or other property under any Rights
        Plan
        or the redemption or repurchase of rights pursuant thereto or (E) any dividend
        in the form of Equity Interests, warrants, options or other rights where
        the
        dividend Equity Interest or the Equity Interest issuable upon exercise of
        such
        warrants, options or other rights is the same Equity Interest as that on
        which
        the dividend is being paid or ranks pari
        passu with or junior to such Equity
        Interest).

      (b)          The
        Company also agrees to use its reasonable best efforts to meet the
        requirements to qualify, effective for the fiscal year ending December 31,
        2007,
        and all future fiscal years for as long as the Senior Notes are Outstanding,
        as
        a real estate investment trust under the Code so long as the Company determines
        that it is in its best interest to remain qualified as a real estate investment
        trust.

      (c)          The
        Company hereby covenants and agrees that it shall maintain, as of the
        end of each fiscal quarter during which the Senior Notes are Outstanding,
        (i)
        Tangible Net Worth of at least $400,000,000 and (ii) a Debt-to-Total
        Capitalization Ratio of 95% or less.

      
        	
                 

              	
                Section
                  10.6

              	
                Offer
                  to Repurchase upon Certain Change of Control
                  Events.

              


      

      Upon
        the occurrence of a Change of Control, the Company will make an
        offer (a “Change of Control Offer”) to each Holder to
        purchase all or a portion (in integral multiples of
        $1,000) of such Holder’s Outstanding Senior Notes at a purchase price in cash,
        and in 

       

      54

       


      


       

      immediately
        available funds, equal to 101% of the principal amount
        thereof purchased and Outstanding on the date of purchase, plus accrued and
        unpaid interest and Additional Interest, if any, on the principal amount
        thereof
        purchased to but excluding the date of purchase. Each such purchase shall
        be
        made in accordance with and each such right of purchase shall be subject
        to the
        terms of this Section 10.6.

      Within
        twenty (20) days following the date upon which the Change of
        Control occurred, the Company shall send, by first-class mail, a notice to
        each
        Holder, with a copy to the Trustee, which notice shall govern the terms of
        any
        purchase made in accordance with this Section
        10.6. The notice to the Holders shall contain all
        instructions and materials necessary to enable such Holders to tender such
        Holders’ Outstanding Senior Notes pursuant to the Change of Control Offer. Such
        notice shall state:

      (a)          that
        the Change of Control Offer is being made pursuant to this
Section 10.6 and that, to the
        extent lawful, all Senior Notes validly tendered and not withdrawn shall
        be
        accepted for payment;

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

      (c)          that
        any Senior Note not tendered shall continue to accrue interest and,
        if applicable, Additional Interest;

      (d)          that,
        unless the Company defaults in making payment therefor, any Senior
        Note accepted for payment pursuant to the Change of Control Offer shall cease
        to
        accrue interest and Additional Interest, if applicable, after the Change
        of
        Control Payment Date;

      (e)          that
        Holders electing, in their sole discretion, to have a Senior Notes
        or any portion thereof purchased pursuant to a Change of Control Offer will
        be
        required to surrender the Senior Note, with the form entitled “Option of Holder
        to Elect Purchase” on the reverse of the Senior Notes completed (or, in the case
        of an interest in a Global Senior Note, to provide written notice of such
        election) to the Paying Agent at the address specified in the notice prior
        to
        the close of business on the third (3rd) Business Day prior to the Change
        of
        Control Payment Date;

      (f)           that
        Holders shall be entitled to withdraw their election if the Paying
        Agent receives, not later than five (5) Business Days prior to the Change
        of
        Control Payment Date, a telegram, telex, facsimile transmission or letter
        setting forth the name of the Holder, the principal amount of the Senior
        Notes
        the Holder delivered for purchase and a statement that such Holder is
        withdrawing its election to have such Senior Notes purchased;

      (g)          that
        Holders whose Senior Notes are purchased only in part shall be
        issued new Senior Notes in a principal amount equal to the unpurchased portion
        of the Senior Notes surrendered; provided that each Senior Note purchased
        and
        each new Senior Note issued shall be in an original principal amount of $100,000
        or integral multiples of $1,000 in excess thereof, and such new Senior Notes
        will be issued in the name of the Holder thereof upon cancellation of the
        original Senior Notes (or appropriate adjustments to the amount and beneficial
        interests in a Global Senior Note will be made); and

       

      55

       


      


       

      (h)          other
        circumstances and facts reasonably deemed relevant by the Company
        regarding such Change of Control.

      If
        any of the Senior Notes subject to the Change of Control Offer is in
        the form of a Global Security, then the Company shall modify such notice
        to the
        extent necessary to comply with the procedures of the Depositary applicable
        to
        repurchases.

      On
        the Change of Control Payment Date, the Company shall, to the extent
        lawful (i) accept for payment Senior Notes or portions thereof properly tendered
        pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
        an
        amount of money sufficient to pay the purchase price plus accrued interest
        and
        Additional Interest, if any, of all Senior Notes or portions thereof so properly
        tendered and (iii) deliver or cause to be delivered to the Trustee the Senior
        Notes so accepted together with an Officers’ Certificate stating the aggregate
        principal amount of Senior Notes or portions thereof being purchased by the
        Company. 

      The
        Paying Agent shall promptly mail to the Holders of Notes properly
        tendered the purchase price for such Senior Notes and the Company shall promptly
        issue and the Trustee shall promptly (but in any case not later than five
        (5)
        Business Days after the Change of Control Payment Date) authenticate and
        mail
        (or cause to be transferred by book entry) to each Holder a new Senior Note
        equal in principal amount to any unpurchased portion of the Senior Notes
        surrendered; provided that each such new Senior Note shall be in a principal
        amount of $100,000 or an integral multiple of $1,000 in excess thereof. Any
        Senior Notes not so accepted shall be promptly mailed by the Company to the
        Holders thereof. For purposes of this Section
        10.6, the Trustee shall act as the Paying
        Agent.

      Any
        amounts remaining after the purchase of Senior Notes pursuant to a
        Change of Control Offer shall be returned by the Trustee to the
        Company.

      Neither
        the Board of Directors of the Company nor the Trustee may waive
        the Company’s obligation to offer to purchase the Senior Notes pursuant to this
Section 10.6.

      The
        Company will comply with the requirements of Rule 14e-1 under the
        Exchange Act and any other securities laws and regulations thereunder to
        the
        extent such laws and regulations are applicable in connection with the
        repurchase of Senior Notes pursuant to a Change of Control Offer. To the
        extent
        that the provisions of any securities laws or regulations conflict with the
        provisions of this Section 10.6,
        the Company shall comply with the applicable securities laws and regulations
        and
        shall not be deemed to have breached its obligations under the provisions
        of
        this Section 10.6 by virtue of
        such compliance.

      The
        Company will not be required to make a Change of Control Offer upon a
        Change of Control if a third party makes the Change of Control Offer in the
        manner, at the times and otherwise in compliance with the requirements set
        forth
        in this Indenture applicable to a Change of Control Offer made by the Company
        and purchases all Senior Notes validly tendered and not properly withdrawn
        under
        such Change of Control Offer.

       

      56

       


      


       

      
        	
                 

              	
                Section
                  10.7

              	
                Waiver
                  of Covenants.

              


      

      The
        Company may omit in any particular instance to comply with any
        covenant or condition contained in Section
        10.5 if, before or after the time for such compliance,
        the Holders of at least a majority in aggregate principal amount of the
        Outstanding Senior Notes shall, by Act of such Holders, either waive such
        compliance in such instance or generally waive compliance with such covenant
        or
        condition, but no such waiver shall extend to or affect such covenant or
        condition except to the extent so expressly waived, and, until such waiver
        shall
        become effective, the obligations of the Company in respect of any such covenant
        or condition shall remain in full force and effect. 

      
        	
                 

              	
                Section
                  10.8

              	
                Treatment
                  of Senior Notes.

              


      

      The
        Company will treat the Senior Notes as indebtedness, and the amounts,
        other than payments of principal, payable in respect of the principal amount
        of
        such Senior Notes as interest, for all U.S. federal income tax purposes.
        All
        payments in respect of the Senior Notes will be made free and clear of U.S.
        withholding tax to any beneficial owner thereof that has provided an Internal
        Revenue Service Form W-9 or W-8BEN or any other applicable form (or any
        substitute or successor form) establishing a complete exemption from U.S.
        withholding tax.

      ARTICLE
        XI

       

      REDEMPTION
        OF SENIOR NOTES

      
        	
                 

              	
                Section
                  11.1

              	
                Optional
                  Redemption and Special
                  Redemption.

              


      

      (a)          The
        Company may, at its option, on any date on or after July 30, 2012, no
        less than thirty (30) days and no more than sixty (60) days after receipt
        by the
        Trustee and the Holders of written notice of its election pursuant to this
        Section 11.1, redeem the Senior
        Notes in whole at any time or in part from time to time, at a redemption
        price equal to the Optional Redemption Price.

      (b)          Prior
        to July 30, 2012, upon the occurrence and during the continuation
        of a Special Event, the Company may, at its option, redeem the Senior Notes,
        in
        whole but not in part, at a redemption price equal to one hundred and five
        percent (105%) of the principal amount thereof, together, in the case of
        any
        such redemption, with accrued and unpaid interest, including any Additional
        Interest, to but excluding the date fixed as the Redemption Date (the “Special
        Redemption Price”).

      
        	
                 

              	
                Section
                  11.2

              	
                [Reserved].

              


      

      
        	
                 

              	
                Section
                  11.3

              	
                Election
                  to Redeem; Notice to Trustee.

              


      

      The
        election of the Company to redeem any Senior Notes, in whole or in
        part, shall be evidenced by or pursuant to a Board Resolution. In case of
        any
        redemption at the election of the Company, the Company shall, not less than
        forty-five (45) days and not more than seventy-five (75) days prior to the
        Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
        notify the Trustee in writing of such date and of the principal amount of
        the
        Senior 

       

      57

       


      


       

      Notes
        to be redeemed and provide the additional information required to
        be included in the notice or notices contemplated by Section 11.5. In the case of any
        redemption of
        Senior Notes, in whole or in part, (a) prior to the expiration of any
        restriction on such redemption provided in this Indenture or the Senior Notes
        or
        (b) pursuant to an election of the Company which is subject to a condition
        specified in this Indenture or the Senior Notes, the Company shall furnish
        the
        Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing
        compliance with such restriction or condition.

      
        	
                 

              	
                Section
                  11.4

              	
                Selection
                  of Senior Notes to Be Redeemed.

              


      

      (a)          If
        less than all the Senior Notes are to be redeemed, the particular
        Senior Notes to be redeemed shall be selected and redeemed on a pro rata basis not more than
        sixty (60) days
        prior to the Redemption Date by the Trustee from the Outstanding Senior Notes
        not previously called for redemption; provided, that the unredeemed
        portion of the
        principal amount of any Senior Note shall be in an authorized denomination
        (which shall not be less than the minimum authorized denomination) for such
        Senior Note.

      (b)          The
        Trustee shall promptly notify the Company in writing of the Senior
        Notes selected for redemption and, in the case of any Senior Notes 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 Senior Notes shall relate, in the
        case
        of any Senior Note redeemed or to be redeemed only in part, to the portion
        of
        the principal amount of such Senior Note that has been or is to be
        redeemed.

      (c)          The
        provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply with
        respect to any
        redemption affecting only a single Senior Note, whether such Senior Note
        is to
        be redeemed in whole or in part. In the case of any such redemption in part,
        the
        unredeemed portion of the principal amount of the Senior Note shall be in
        an
authorized denomination (which shall not be less than the minimum authorized
        denomination) for such Senior Note.

      
        	
                 

              	
                Section
                  11.5

              	
                Notice
                  of Redemption.

              


      

      (a)          Notice
        of redemption shall be given not later than the thirtieth (30th)
        day, and not earlier than the sixtieth (60th) day, prior to the Redemption
        Date
        to each Holder of Senior Notes to be redeemed, in whole or in part.

      (b)          With
        respect to Senior Notes to be redeemed, in whole or in part, each
        notice of redemption shall state:

      (i)
        the Redemption Date;

      (ii)
        the Optional Redemption Price or, if the Optional Redemption Price
        cannot be calculated prior to the time the notice is required to be sent,
        the
        estimate of the Optional Redemption Price, as calculated by the Company,
        together with a statement that it is an estimate and that the actual Optional
        Redemption Price will be calculated on the fifth Business Day prior to the
        Redemption Date (and if an estimate is provided, a further notice shall be
        sent
        of the actual Optional Redemption Price on the date that such Optional
        Redemption Price is calculated);

       

      58

       


      


       

      (iii)
        if less than all Outstanding Senior Notes are to be redeemed, the
        identification (and, in the case of partial redemption, the respective principal
        amounts) of the amount of and particular Senior Notes to be
        redeemed;

      (iv)
        that on the Redemption Date, the Redemption Price will become due
        and payable upon each such Senior Note or portion thereof, and that any interest
        (including any Additional Interest) on such Senior Note or such portion,
        as the
        case may be, shall cease to accrue on and after said date; and

      (v)
        the place or places where such Senior Notes are to be surrendered for
        payment of the Optional Redemption Price.

      (c)          Notice
        of redemption of Senior Notes to be redeemed, in whole or in part,
        at the election of the Company shall be given by the Company or, at the
        Company’s request, by the Trustee in the name and at the expense of the Company
        and shall be irrevocable. The notice if mailed in the manner provided above
        shall be conclusively presumed to have been duly given, whether or not the
        Holder receives such notice. In any case, a failure to give such notice by
        mail
        or any defect in the notice to the Holder of any Senior Note designated for
        redemption as a whole or in part shall not affect the validity of the
        proceedings for the redemption of any other Senior Note.

      
        	
                 

              	
                Section
                  11.6

              	
                Deposit
                  of Optional Redemption Price.

              


      

      Prior
        to 10:00 a.m., New York City time, on the Redemption Date specified
        in the notice of redemption given as provided in Section
        11.5, the Company will deposit with the Trustee or
        with
        one or more Paying Agents (or if the Company is acting as its own Paying
        Agent,
        the Company will segregate and hold in trust as provided in Section 10.2) an amount of money
        sufficient to
        pay the Optional Redemption Price of, and any accrued interest (including
        any
        Additional Interest) on, all the Senior Notes (or portions thereof) that
        are to
        be redeemed on that date.

      
        	
                 

              	
                Section
                  11.7

              	
                Payment
                  of Senior Notes Called for Redemption.

              


      

      (a)          If
        any notice of redemption has been given as provided in Section 11.5, the Senior Notes
        or portion of
        Senior Notes with respect to which such notice has been given shall become
        due
        and payable on the date and at the place or places stated in such notice
        at the
        applicable Optional Redemption Price. On presentation and surrender of such
        Senior Notes at a Place of Payment specified in such notice, the Senior Notes
        or
        the specified portions thereof shall be paid and redeemed by the Company
        at the
        applicable Optional Redemption Price.

      (b)          Upon
        presentation of any Senior Note redeemed in part only, the Company
        shall execute and the Trustee, upon receipt of a Company Order, shall
        authenticate and deliver to the Holder thereof, at the expense of the Company,
        a
        new Senior Note or Senior Notes, of authorized denominations, in aggregate
        principal amount equal to the unredeemed portion of the Senior Note so presented
        and having the same Original Issue Date, Stated Maturity and terms.

       

      59

       


      


       

      (c)          If
        any Senior Note called for redemption shall not be so paid upon
        surrender thereof for redemption, the principal of and any premium on such
        Senior Note shall, until paid, bear interest from and including the Redemption
        Date at the rate prescribed therefor in the Senior Note.

       

      60

       


      


       

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

       

      
        	
                 

              	
                ANTHRACITE
                  CAPITAL, INC.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                /s/
                  Richard Shea

              
	
                 

              	
                Name:

              	
                Richard
                  Shea

              
	
                 

              	
                Title:

              	
                President
                  and Chief Executive Officer

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                WELLS
                  FARGO BANK, N.A., as Trustee

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                /s/
                  Tracy McLamb

              
	
                 

              	
                Name:

              	
                Tracy
                  McLamb

              
	
                 

              	
                Title:

              	
                Vice
                  President

              


      

       

       

       

       

       

       

       

      [Signature
        page to Indenture]

       

       


      


       

      Schedule
        A

       

      DETERMINATION
        OF LIBOR

       


      


       

      Exhibit
        A

       

      FORM
        OF OFFICER’S FINANCIAL CERTIFICATE

      


       

      Exhibit
        B

       

      FORM
        OF

      OFFICERS’
CERTIFICATE

      PURSUANT
        TO SECTION 10.3