exhibit4_20.htm


    
      

    


    Exhibit
      4.20

    


    FORM
      OF
      SUBORDINATE INDENTURE BETWEEN McMoRan AND

    ONE
      OR
      MORE TRUSTEE TO BE NAMED

    


    McMoRan
      EXPLORATION CO.

    


    INDENTURE

    


    Dated
      as
      of ____________________, 200_____

    


    [NAME
      OF TRUSTEE]

    Trustee


    
      
           

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

                                                            Page

     

    Article
      1

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	
              Section
                1.1

            	
              Definitions.                                                                                                                                                                                                                             
                1

            	
            


    

     

    
      	
              Section
                1.2

            	
              Other
                Definitions.                                                                                                                                                                                                                  
                5

            	
            


    

     

    
      	
              Section
                1.3

            	
              Incorporation
                by Reference of
                Trust Indenture Act.                                                                                                                                                      
                5

            	
            


    

     

    
      	
              Section
                1.4

            	
              Rules
                of
                Construction.                                                                                                                                                                                                         
                5

            	
            


    

     

    Article
      2

    THE
      SECURITIES

     

    
      	
              Section
                2.1

            	
              Issuable
                in
                Series.                                                                                                                                                                                                                
                6

            	
            


    

     

    
      	
              Section
                2.2

            	
              Establishment
                of Terms of
                Series of Securities.                                                                                                                                                              
                6

            	
            


    

     

    
      	
              Section
                2.3

            	
              Execution
                and
                Authentication.                                                                                                                                                                                         
                8

            	
            


    

     

    
      	
              Section
                2.4

            	
              Registrar
                and Paying
                Agent.                                                                                                                                                                                            
                9

            	
            


    

     

    
      	
              Section
                2.5

            	
              Paying
                Agent to Hold Money in
                Trust.                                                                                                                                                                         
9

            	
            


    

     

    
      	
              Section
                2.6

            	
              Securityholder
                Lists.                                                                                                                                                                                                         
                9

            	
            


    

     

    
      	
              Section
                2.7

            	
              Transfer
                and
                Exchange.                                                                                                                                                                                                   
                10

            	
            


    

     

    
      	
              Section
                2.8

            	
              Mutilated,
                Destroyed, Lost and
                Stolen Securities.                                                                                                                                                     
                10

            	
            


    

     

    
      	
              Section
                2.9

            	
              Outstanding
                Securities.                                                                                                                                                                                                   
                10

            	
            


    

     

    
      	
              Section 2.10

            	
              Treasury
                Securities.                                                                                                                                                                                                         
                11

            


    

     

    
      	
              Section 2.11

            	
              Temporary
                Securities.                                                                                                                                                                                                       11

            


    

     

    
      	
              Section 2.12

            	
              Cancellation.                                                                                                                                                                                                                      
                11

            


    

     

    
      	
              Section 2.13

            	
              Defaulted
                Interest.                                                                                                                                                                                                            
                11

            


    

     

    
      	
              Section 2.14

            	
              Global
                Securities.                                                                                                                                                                                                              
                11

            


    

     

    
      	
              Section 2.15

            	
              CUSIP
                Numbers.                                                                                                                                                                                                               
                12

            


    

     

    Article
      3

    REDEMPTION

     

    
      	
              Section
                3.1

            	
              Notice
                to
                Trustee.                                                                                                                                                                                                             
                12

            	
            


    

     

    
      	
              Section
                3.2

            	
              Selection
                of Securities to be
                Redeemed.                                                                                                                                                                       
13

            	
            


    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    
      	
              Section
                3.3

            	
              Notice
                of
                Redemption.                                                                                                                                                                                                    
                13

            	
            


    

     

    
      	
              Section
                3.4

            	
              Effect
                of Notice of
                Redemption.                                                                                                                                                                                    
                13

            	
            


    

     

    
      	
              Section
                3.5

            	
              Deposit
                of Redemption
                Price.                                                                                                                                                                                        
                14

            	
            


    

     

    
      	
              Section
                3.6

            	
              Securities
                Redeemed in
                Part.                                                                                                                                                                                          
                14

            	
            


    

     

    Article
      4

    COVENANTS

     

    
      	
              Section
                4.1

            	
              Payment
                of Principal and
                Interest.                                                                                                                                                                                  14

            	
            


    

     

    
      	
              Section
                4.2

            	
              SEC
                Reports.                                                                                                                                                                                                                     
                14

            	
            


    

     

    
      	
              Section
                4.3

            	
              Compliance
                Certificate.                                                                                                                                                                                                    
                14

            	
            


    

     

    
      	
              Section
                4.4

            	
              Stay,
                Extension and Usury
                Laws.                                                                                                                                                                                    14

            	
            


    

     

    
      	
              Section
                4.5

            	
              Corporate
                Existence.                                                                                                                                                                                                         
                14

            	
            


    

     

    
      	
              Section
                4.6

            	
              Taxes.                                                                                                                                                                                                                                  
                15

            	
            


    

     

    Article
      5

    SUCCESSORS

     

    
      	
              Section
                5.1

            	
              Company
                May Consolidate, Etc.,
                Only on Certain Terms.                                                                                                                                         
                15

            	
            


    

     

    
      	
              Section
                5.2

            	
              Successor
                Corporation
                Substituted.                                                                                                                                                                              
                15

            	
            


    

     

    Article
      6

    DEFAULTS
      AND REMEDIES

     

    
      	
              Section
                6.1

            	
              Events
                of
                Default.                                                                                                                                                                                                             
                15

            	
            


    

     

    
      	
              Section
                6.2

            	
              Acceleration
                of Maturity;
                Rescission and Annulment.                                                                                                                                              
                16

            	
            


    

     

    
      	
              Section
                6.3

            	
              Collection
                of Indebtedness and
                Suits for Enforcement by Trustee.                                                                                                                         
                17

            	
            


    

     

    
      	
              Section
                6.4

            	
              Trustee
                May File Proofs of
                Claim.                                                                                                                                                                                  
                18

            	
            


    

     

    
      	
              Section
                6.5

            	
              Trustee
                May Enforce Claims
                Without Possession of Securities.                                                                                                                              
                18

            


    

     

    
      	
              Section
                6.6

            	
              Application
                of Money
                Collected.                                                                                                                                                                                   
                18

            	
            


    

     

    
      	
              Section
                6.7

            	
              Limitation
                on
                Suits.                                                                                                                                                                                                           
                19

            	
            


    

     

    
      	
              Section
                6.8

            	
              Unconditional
                Right of Holders
                to Receive Principal and Interest.                                                                                                                           
                19

            	
            


    

     

    
      	
              Section
                6.9

            	
              Restoration
                of Rights and
                Remedies.                                                                                                                                                                             
                19

            	
            


    

     

    
      	
              Section 6.10

            	
              Rights
                and Remedies
                Cumulative.                                                                                                                                                                                   
                19

            


    

     

    
      	
              Section 6.11

            	
              Delay
                or Omission Not
                Waiver.                                                                                                                                                                                      
                19 

            


    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

    
      	
              Section 6.12

            	
              Control
                by
                Holders.                                                                                                                                                                                                          20

            


    

     

    
      	
              Section 6.13

            	
              Waiver
                of Past
                Defaults.                                                                                                                                                                                                
                20

            


    

     

    
      	
              Section 6.14

            	
              Undertaking
                for
                Costs.                                                                                                                                                                                                   
                20

            


    

     

    Article
      7

    TRUSTEE

     

    
      	
              Section
                7.1

            	
              Duties
                of
                Trustee.                                                                                                                                                                                                           
                20

            	
            


    

     

    
      	
              Section
                7.2

            	
              Rights
                of
                Trustee.                                                                                                                                                                                                           
                21

            	
            


    

     

    
      	
              Section
                7.3

            	
              Individual
                Rights of
                Trustee.                                                                                                                                                                                        
                22 

            	
            


    

     

    
      	
              Section
                7.4

            	
              Trustee’s
                Disclaimer.                                                                                                                                                                                                      
                22

            	
            


    

     

    
      	
              Section
                7.5

            	
              Notice
                of
                Defaults.                                                                                                                                                                                                            22

            	
            


    

     

    
      	
              Section
                7.6

            	
              Reports
                by Trustee to
                Holders.                                                                                                                                                                                      22

            	
            


    

     

    
      	
              Section
                7.7

            	
              Compensation
                and
                Indemnity.                                                                                                                                                                                      
                23

            	
            


    

     

    
      	
              Section
                7.8

            	
              Replacement
                of
                Trustee.                                                                                                                                                                                                 
                23

            	
            


    

     

    
      	
              Section
                7.9

            	
              Trustee
                by Merger,
                etc.                                                                                                                                                                                                    24

            	
            


    

     

    
      	
              Section 7.10

            	
              Eligibility;
                Disqualification.                                                                                                                                                                                            
                24

            


    

     

    
      	
              Section 7.11

            	
              Preferential
                Collection of
                Claims Against
                Company                                                                                                                                                   
                24

            


    

     

    Article
      8

    SATISFACTION
      AND DISCHARGE; DEFEASANCE

     

    
      	
              Section
                8.1

            	
              Satisfaction
                and Discharge of
                Indenture.                                                                                                                                                                    
24

            	
            


    

     

    
      	
              Section
                8.2

            	
              Application
                of Trust Funds;
                Indemnification.                                                                                                                                                            
                25

            	
            


    

     

    
      	
              Section
                8.3

            	
              Legal
                Defeasance of Securities
                of any Series.                                                                                                                                                            
                26

            	
            


    

     

    
      	
              Section
                8.4

            	
              Covenant
                Defeasance.                                                                                                                                                                                                    
                27

            	
            


    

     

    
      	
              Section
                8.5

            	
              Repayment
                to
                Company.                                                                                                                                                                                                
                27

            	
            


    

     

    
      	
              Section
                8.6

            	
              Reinstatement.                                                                                                                                                                                                                
                27

            	
            


    

     

    Article
      9

    AMENDMENTS
      AND WAIVERS

     

    
      	
              Section
                9.1

            	
              Without
                Consent of
                Holders.                                                                                                                                                                                      
                28

            	
            


    

     

    
      	
              Section
                9.2

            	
              With
                Consent of
                Holders.                                                                                                                                                                                            
                28

            	
            


    

     

    
      	
              Section
                9.3

            	
              Limitations.                                                                                                                                                                                                                     
                29

            	
            


    

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    
      	
              Section
                9.4

            	
              Compliance
                with Trust
                Indenture Act.                                                                                                                                                                      
29

            	
            


    

     

    
      	
              Section
                9.5

            	
              Revocation
                and Effect of
                Consents.                                                                                                                                                                         
29

            	
            


    

     

    
      	
              Section
                9.6

            	
              Notation
                on or Exchange of
                Securities.                                                                                                                                                                    
30

            	
            


    

     

    
      	
              Section
                9.7

            	
              Trustee
                Protected.                                                                                                                                                                                                       
                30

            	
            


    

     

    
      	
              Section
                9.8

            	
              Payment
                for
                Consent.                                                                                                                                                                                                
                30

            	
            


    

     

    Article
      10

    MISCELLANEOUS

     

    
      	
              Section 10.1

            	
              Trust
                Indenture Act
                Controls.                                                                                                                                                                                 
                30

            


    

     

    
      	
              Section 10.2

            	
              Notices.                                                                                                                                                                                                                       
                30

            


    

     

    
      	
              Section 10.3

            	
              Communication
                by Holders with
                Other Holders.                                                                                                                                                 
                31

            


    

     

    
      	
              Section 10.4

            	
              Certificate
                and Opinion as to
                Conditions Precedent.                                                                                                                                          
                31

            


    

     

    
      	
              Section 10.5

            	
              Statements
                Required in
                Certificate or Opinion.                                                                                                                                                    
                31

            


    

     

    
      	
              Section 10.6

            	
              Rules
                by Trustee and
                Agents.                                                                                                                                                                               
                31

            


    

     

    
      	
              Section 10.7

            	
              Legal
                Holidays.                                                                                                                                                                                                         
                31

            


    

     

    
      	
              Section 10.8

            	
              No
                Recourse Against
                Others.                                                                                                                                                                                
                32

            


    

     

    
      	
              Section 10.9

            	
              Counterparts.                                                                                                                                                                                                            
                32

            


    

     

    
      	
              Section 10.10

            	
              Governing
                Laws.                                                                                                                                                                                                      
                32

            


    

     

    
      	
              Section 10.11

            	
              No
                Adverse Interpretation of
                Other Agreements.                                                                                                                                             
                32

            


    

     

    
      	
              Section 10.12

            	
              Successors.                                                                                                                                                                                                              
                32

            


    

     

    
      	
              Section 10.13

            	
              Severability.                                                                                                                                                                                                             
                32

            


    

     

    
      	
              Section 10.14

            	
              Table
                of Contents, Headings,
                Etc.                                                                                                                                                                       
32

            


    

     

    
      	
              Section 10.15

            	
              Securities
                in a Foreign
                Currency or in ECU.                                                                                                                                                       
                32

            


    

     

    
      	
              Section 10.16

            	
              Judgment
                Currency.                                                                                                                                                                                                33

            


    

     

    Article
      11

    SINKING
      FUNDS

     

    
      	
              Section 11.1

            	
              Applicability
                of
                Article.                                                                                                                                                                                         
                33

            


    

     

    
      	
              Section 11.2

            	
              Satisfaction
                of Sinking Fund
                Payments with Securities.                                                                                                                                  
                33

            


    

     

    
      	
              Section 11.3

            	
              Redemption
                of Securities for
                Sinking Fund.                                                                                                                                                       
                34

            


    

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

     

    Article
      12

    SUBORDINATION
      OF SECURITIES

     

    
      	
              Section 12.1

            	
              Agreement
                of
                Subordination.                                                                                                                                                                             
                34

            


    

     

    
      	
              Section 12.2

            	
              Payments
                to
                Holders.                                                                                                                                                                                          
                34

            


    

     

    
      	
              Section 12.3

            	
              Subrogation
                of Securities and
                Relative Rights.                                                                                                                                               
                36

            


    

     

    
      	
              Section 12.4

            	
              Authorization
                to Effect
                Subordination.                                                                                                                                                             
                37

            


    

     

    
      	
              Section 12.5

            	
              Notice
                to
                Trustee.                                                                                                                                                                                                 
                37

            


    

     

    
      	
              Section 12.6

            	
              Trustee’s
                Relation to Senior
                Indebtedness.                                                                                                                                                     
                38

            


    

     

    
      	
              Section 12.7

            	
              No
                Impairment of
                Subordination.                                                                                                                                                                        
                38

            


    

     

    
      	
              Section 12.8

            	
              Article
                Applicable to Paying
                Agents.                                                                                                                                                                
                38

            


    

     

    
      	
              Section 12.9

            	
              Senior
                Indebtedness Entitled
                to Rely.                                                                                                                                                                
                38

            


    

     

    



    
      
           

        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    McMoRan
      EXPLORATION CO.

    Reconciliation
      and tie between Trust Indenture Act of 1939 and

    Indenture,
      dated as of ___________________, 200_____

    
      	
               

            	
               

            	
               

            
	
              Section
                310(a)(1)

            	
               

            	
              7.1

            
	
              (a)(2)

            	
               

            	
              7.1

            
	
              (a)(3)

            	
               

            	
              Not
                Applicable

            
	
              (a)(4)

            	
               

            	
              Not
                Applicable

            
	
              (a)(5)

            	
               

            	
              7.1

            
	
              (b)

            	
               

            	
              7.1

            
	
              Section
                311(a)

            	
               

            	
              7.11

            
	
              (b)

            	
               

            	
              7.11

            
	
              (c)

            	
               

            	
              Not
                Applicable

            
	
              Section
                312(a)

            	
               

            	
              2.6

            
	
              (b)

            	
               

            	
              10.3

            
	
              (c)

            	
               

            	
              10.3

            
	
              Section
                313(a)

            	
               

            	
              7.6

            
	
              (b)(1)

            	
               

            	
              7.6

            
	
              (b)(2)

            	
               

            	
              7.6

            
	
              (c)(1)

            	
               

            	
              7.6

            
	
              (d)

            	
               

            	
              7.6

            
	
              Section
                314(a)

            	
               

            	
              4.2,
                10.5

            
	
              (b)

            	
               

            	
              Not
                Applicable

            
	
              (c)(1)

            	
               

            	
              10.4

            
	
              (c)(2)

            	
               

            	
              10.4

            
	
              (c)(3)

            	
               

            	
              Not
                Applicable

            
	
              (d)

            	
               

            	
              Not
                Applicable

            
	
              (e)

            	
               

            	
              10.5

            
	
              (f)

            	
               

            	
              Not
                Applicable

            
	
              Section
                315(a)

            	
               

            	
              7.1

            
	
              (b)

            	
               

            	
              7.5

            
	
              (c)

            	
               

            	
              7.1

            
	
              (d)

            	
               

            	
              7.1

            
	
              (e)

            	
               

            	
              6.14

            
	
              Section
                316(a)

            	
               

            	
              2.1

            
	
              a)(1)(A)

            	
               

            	
              6.12

            
	
              a)(1)(B)

            	
               

            	
              6.13

            
	
              b)

            	
               

            	
              6.8

            
	
              Section
                317(a)(1)

            	
               

            	
              6.3

            
	
              (a)(2)

            	
               

            	
              6.4

            
	
              (b)

            	
               

            	
              2.5

            
	
              Section
                318(a)

            	
               

            	
              10.1

            


    

    


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

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    This
      INDENTURE dated as of ____________________, 200_____ between
McMoRan EXPLORATION CO., a Delaware corporation
      (“Company”), and [NAME OF TRUSTEE], a
      ____________________ (“Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of the Securities issued under this
      Indenture.

     

    ARTICLE
      1

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.1  Definitions.


     

    “Additional
      Amounts” means any additional amounts which are required hereby or by any
      Security, under circumstances specified herein or therein, to be paid by the
      Company in respect of certain taxes imposed on Holders specified therein and
      which are owing to such Holders.

     

    “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”
(including, with correlative meanings, the terms “controlled by” and “under
      common control with”), as used with respect to any Person, shall mean the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of such Person, whether through the
      ownership of voting securities or by agreement or otherwise.

     

    “Agent”
      means any Registrar, Paying Agent, Service Agent or authenticating
      agent.

     

    “Authorized
      Newspaper” means a newspaper in an official language of the country of
      publication customarily published at least once a day for at least five days
      in
      each calendar week and of general circulation in the place in connection with
      which the term is used.  If it shall be impractical to make any
      publication of any notice required hereby in an Authorized Newspaper, any
      publication or other notice in lieu thereof that is made or given by the Trustee
      shall constitute a sufficient publication of such notice.

     

    “Bearer”
      means anyone in possession from time to time of a Bearer Security.

     

    “Bearer
      Security” means any Security, including any interest coupon appertaining
      thereto, that does not provide for the identification of the Holder
      thereof.

     

    “Board
      Of Directors” means the Board of Directors of the Company or any duly
      authorized committee thereof.

     

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

     

    “Business
      Day” means, unless otherwise provided by Board Resolution, Officers’
Certificate or supplemental indenture hereto for a particular Series,
      any day
      except a Saturday, Sunday or a legal holiday in The City of New York or the
      City
      of New Orleans on which banking institutions are authorized or required by
      law,
      regulation or executive order to close.

     

    “Company”
      means the party named as such above until a successor replaces it and thereafter
      means the successor.

     

    “Company
      Order” means a written order signed in the name of the Company by two
      Officers, one of whom must be the Company’s chief executive officer, chief
      financial officer or principal accounting officer.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    “Company
      Request” means a written request signed in the name of the Company by its
      Chairman of the Board, its Chief Executive Officer, its President or a Vice
      President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
      Assistant Secretary, and delivered to the Trustee.

     

    “Corporate
      Trust Office” means the office of the Trustee at which at any particular
      time its corporate trust business shall be principally
      administered.

     

    “Debt”
      of any Person as of any date means, without duplication, all indebtedness of
      such Person in respect of borrowed money, including all interest, fees and
      expenses owed in respect thereto (whether or not the recourse of the lender
      is
      to the whole of the assets of such Person or only to a portion thereof), or
      evidenced by bonds, notes, debentures or similar instruments.

     

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

     

    “Depository”
      means, with respect to the Securities of any Series issuable or issued in whole
      or in part in the form of one or more Global Securities, the Person designated
      as Depository for such Series by the Company, which Depository shall be a
      clearing agency registered under the Exchange Act; and if at any time there
      is
      more than one such Person, “Depository” as used with respect to the Securities
      of any Series shall mean the Depository with respect to the Securities of such
      Series.

     

    “Designated
      Senior Indebtedness” means any of the Company’s Senior Indebtedness that
      expressly provides that it is “designated senior indebtedness” for
      purposes of this Indenture; provided that the instrument, agreement or other
      document creating or evidencing such Senior Indebtedness may place limitations
      and conditions on the right of such Senior Indebtedness to exercise the rights
      of Designated Senior Indebtedness.

     

    “Discount
      Security” means a Security which is issued at a price which is less than
      such Security’s stated principal amount at maturity.

     

    “Dollars”
      means the currency of The United States of America.

     

    “ECU”
      means the European Currency Unit as determined by the Commission of the European
      Union.

     

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

     

    “Foreign
      Currency” means any currency or currency unit issued by a government other
      than the government of The United States of America.

     

    “Foreign
      Government Obligations” means with respect to Securities of any Series that
      are denominated in a Foreign Currency, (i) direct obligations of the
      government that issued or caused to be issued such currency for the payment
      of
      which obligations its full faith and credit is pledged or (ii) obligations
      of a Person controlled or supervised by or acting as an agency or
      instrumentality of such government the timely payment of which is
      unconditionally guaranteed as a full faith and credit obligation by such
      government, which, in either case under clause (i) or (ii), are not
      callable or redeemable at the option of the issuer thereof.

     

    “Global
      Security” or “Global Securities” means a Security or Securities,
      as the case may be, in the form established pursuant to Section 2.14
      evidencing all or part of a Series of Securities, issued to the Depository
      for
      such Series or its nominee, and registered in the name of such Depository or
      nominee.

     

    “Holder”
      or “Securityholder” means a Person in whose name a Security is
      registered or the holder of a Bearer Security.

     

    “Indebtedness”
      means, with respect to any Person, and without duplication, (a) all
      indebtedness, obligations and other liabilities (contingent or otherwise) of
      such Person for borrowed money (including obligations of the Company in respect
      of overdrafts, foreign exchange contracts, currency exchange agreements,
      interest rate protection agreements, and any loans or advances from banks,
      whether or not evidenced by notes or similar 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    instruments)
      or evidenced by bonds, debentures, notes or similar instruments (whether or
      not
      the recourse of the lender is to the whole of the assets of such Person or
      to
      only a portion thereof) (other than any account payable or other accrued current
      liability or obligation incurred in the ordinary course of business in
      connection with the obtaining of materials or services), (b) all
      reimbursement obligations and other liabilities (contingent or otherwise) of
      such Person with respect to letters of credit, bank guarantees or bankers’
acceptances, (c) all obligations and liabilities (contingent or otherwise)
      in respect of leases of such Person required, in conformity with generally
      accepted accounting principles, to be accounted for as capitalized lease
      obligations on the balance sheet of such Person and all obligations and other
      liabilities (contingent or otherwise) under any lease or related document
      (including a purchase agreement) in connection with the lease of real property
      which provides that such Person is contractually obligated to purchase or cause
      a third party to purchase the leased property and thereby guarantee a minimum
      residual value of the leased property to the lessor and the obligations of
      such
      Person under such lease or related document to purchase or to cause a third
      party to purchase such leased property, (d) all obligations of such Person
      (contingent or otherwise) with respect to an interest rate or other swap, cap
      or
      collar agreement or other similar instrument or agreement or foreign currency
      hedge, exchange, purchase or similar instrument or agreement, (e) all
      direct or indirect guaranties or similar agreements by such Person in respect
      of, and obligations or liabilities (contingent or otherwise) such Person to
      purchase or otherwise acquire or otherwise assure a creditor against loss in
      respect of indebtedness, obligations or liabilities of another Person of the
      kind described in clauses (a) through (d), (f) any indebtedness or
      other obligations described in clauses (a) through (e) secured by any
      mortgage, pledge, lien or other encumbrance existing on property which is owned
      or held by such Person, regardless of whether the indebtedness or other
      obligation secured thereby shall have been assumed by such Person and
      (g) any and all refinancings, replacements, deferrals, renewals, extensions
      and refundings of, or amendments, modifications or supplements to, any
      indebtedness, obligation or liability of the kind described in clauses
      (a) through (g).

     

    “Indenture”
      means this Indenture as amended from time to time and shall include the form
      and
      terms of particular Series of Securities established as contemplated
      hereunder.

     

    “Maturity”
      means, when used with respect to any Security or installment of principal
      thereof, the date on which the principal of such Security or such 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, notice
      of option to elect repayment or otherwise.

     

    “Officer”
      means the Chairman of the Board, the Chief Executive Officer, the President,
      any
      Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
      Assistant Secretary of the Company.

     

    “Officers’
      Certificate” means a certificate signed by two Officers, one of whom must
      be the Company’s principal executive officer, principal financial officer or
      principal accounting officer.

     

    “Opinion
      of Counsel” means a written opinion of legal counsel who is acceptable to
      the Trustee.  The counsel may be an employee of or counsel to the
      Company.

     

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

     

    “Principal”
      of a Security means the principal of the Security plus, when appropriate, the
      premium, if any, on, and any Additional Amounts in respect of, the
      Security.

     

    “Representative”
      means the (a) indenture trustee or other trustee, agent or representative
      for any Senior Indebtedness or (b) with respect to any Senior Indebtedness
      that does not have any such trustee, agent or other representative, (i) in
      the case of such Senior Indebtedness issued pursuant to an agreement providing
      for voting arrangements as among the holders or owners of such Senior
      Indebtedness, any holder or owner of such Senior Indebtedness acting with the
      consent of the required Persons necessary to bind such holders or owners of
      such
      Senior Indebtedness and (ii) in the case of all other such Senior
      Indebtedness, the holder or owner of such Senior Indebtedness.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Responsible
      Officer” means any officer of the Trustee in its Corporate Trust Office and
      also means, with respect to a particular corporate trust matter, any other
      officer to whom any corporate trust matter is referred because of his or her
      knowledge of and familiarity with a particular subject.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Securities”
      means the debentures, notes or other debt instruments of the Company of any
      Series authenticated and delivered under this Indenture.

     

    “Senior
      Indebtedness” means the principal, premium, if any, interest, including any
      interest accruing after bankruptcy, and rent or termination payment on or other
      amounts due on the Company’s current or future Indebtedness, whether created,
      incurred, assumed, guaranteed or in effect guaranteed by the Company, including
      any deferrals, renewals, extensions, refundings, amendments, modifications
      or
      supplements to the above.  However, Senior Indebtedness does not
      include: (i) Indebtedness that expressly provides that it shall not be
      senior in right of payment to the Securities or expressly provides that it
      is on
      the same basis or junior to the Securities; (ii) the Company’s indebtedness
      to any of its majority-owned Subsidiaries; (iii) any liability for federal,
      state, local or other taxes owed or owing by the Company; (iv) accounts
      payable or any other obligations of the Company to trade creditors created
      or
      assumed by the Company in the ordinary course of business in connection with
      the
      obtaining of materials or services; and (v) the Securities.

     

    “Series”
      or “Series of Securities” means each series of debentures, notes or
      other Debt instruments of the Company created pursuant to Sections 2.1 and
      2.2 hereof.

     

    “Significant
      Subsidiary” means (i) any direct or indirect Subsidiary of the Company
      that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
      Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended,
      as such regulation is in effect on the date hereof, or (ii) any group of
      direct or indirect Subsidiaries of the Company that, taken together as a group,
      would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
      Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended,
      as such regulation is in effect on the date hereof.

     

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

     

    “Subsidiary”
      of any specified Person means any corporation of which at least a majority
      of
      the outstanding stock having by the terms thereof ordinary voting power for
      the
      election of directors of such corporation (irrespective of whether or not at
      the
      time stock of any other class or classes of such corporation shall have or
      might
      have voting power by reason of the happening of any contingency) is at the
      time
      directly or indirectly owned by such Person, or by one or more other
      Subsidiaries, or by such Person and one or more other Subsidiaries.

     

    “TIA”
      means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb)
      as in
      effect on the date of this Indenture; provided, however, that in the event
      the
      Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the
      extent required by any such amendment, the Trust Indenture Act as so
      amended.

     

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

     

    “U.
      S. Government Obligations” means securities which are (i) direct
      obligations of The United States of America for the payment of which its full
      faith and credit is pledged or (ii) obligations of a Person controlled or
      supervised by and acting as an agency or instrumentality of The United States
      of
      America the payment of which is unconditionally guaranteed as a full faith
      and
      credit obligation by The United States of America, and which in the case of
      (i) and (ii) are not callable or redeemable at the option of the
      issuer thereof, and shall also include a 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    depository
      receipt issued by a bank or trust company as custodian with respect to any
      such
      U.S. Government Obligation or a specific payment of interest on or principal
      of
      any such U.S. Government Obligation held by such custodian for the account
      of
      the holder of a depository receipt; provided that (except as required by law)
      such custodian is not authorized to make any deduction from the amount payable
      to the holder of such depository receipt from any amount received by the
      custodian in respect of the U. S. Government Obligation evidenced by such
      depository receipt.

     

    Section
      1.2  Other
      Definitions.

     

    
      	
              TERM

            	
              DEFINED
                IN 

              SECTION

            
	
              “Bankruptcy
                Law”

            	
              6.1

            
	
              “Custodian”

            	
              6.1

            
	
              “Event
                of Default”

            	
              6.1

            
	
              “Journal”

            	
              10.15

            
	
              “Judgment
                Currency”

            	
              10.16

            
	
              “Legal
                Holiday”

            	
              10.7

            
	
              “mandatory
                sinking fund payment”

            	
              11.1

            
	
              “Market
                Exchange Rate”

            	
              10.15

            
	
              “New
                York Banking Day”

            	
              10.16

            
	
              “optional
                sinking fund payment”

            	
              11.1

            
	
              “Paying
                Agent”

            	
              2.4

            
	
              “Payment
                Blockage Notice”

            	
              12.2

            
	
              “Registrar”

            	
              2.4

            
	
              “Required
                Currency”

            	
              10.16

            
	
              “Service
                Agent”

            	
              2.4

            
	
              “successor
                person”

            	
              5.1

            


    

    


     

    Section
      1.3  Incorporation
      by Reference of Trust Indenture Act.

     

      Whenever
      this Indenture refers to a provision of the TIA, the provision is incorporated
      by reference in and made a part of this Indenture.  The following TIA
      terms used in this Indenture have the following meanings:

     

    (a)  “Commission”
      means the SEC.

     

    (b)  “indenture
      securities” means the Securities.

     

    (c)  “indenture
      security holder” means a Securityholder.

     

    (d)  “indenture
      to be qualified” means this Indenture.

     

    (e)  “indenture
      trustee” or “institutional trustee” means the
      Trustee.

     

    (f)  “obligor”
      on the indenture securities means the Company and any successor obligor upon
      the
      Securities.

     

    All
      other
      terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by SEC rule under the TIA and not
      otherwise defined herein are used herein as so defined.

     

    Section
      1.4  Rules
      of Construction.

     

      Unless
      the context otherwise requires:

     

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

     

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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c)  references
      to “Generally Accepted Accounting Principles” shall mean generally
      accepted accounting principles in effect as of the time when and for the period
      as to which such accounting principles are to be applied;

     

    (d)  “or”
      is not exclusive;

     

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

     

    (f)  provisions
      apply to successive events and transactions.

     

    ARTICLE
      2

    THE
      SECURITIES

     

    Section
      2.1  Issuable
      in Series.

     

      The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited.  The Securities may be issued in
      one or more Series.  All Securities of a Series shall be identical
      except as may be set forth in a Board Resolution, a supplemental indenture
      hereto or an Officers’ Certificate detailing the adoption of the terms thereof
      pursuant to the authority granted under a Board Resolution.  In the
      case of Securities of a Series to be issued from time to time, the Board
      Resolution, supplemental indenture hereto or Officers’ Certificate may provide
      for the method by which specified terms (such as interest rate, maturity date,
      record date or date from which interest shall accrue) are to be
      determined.  Securities may differ between Series in respect of any
      matters; provided that all Series of Securities shall be equally and ratably
      entitled to the benefits of this Indenture and all Securities issued hereunder
      shall be subordinate and junior in right of payment, to the extent and in the
      manner set forth in ARTICLE 12, to all Senior Indebtedness of the
      Company.

     

    Section
      2.2  Establishment
      of Terms of Series of Securities.

     

      At
      or prior to the issuance of any Securities within a Series, the following shall
      be established by a Board Resolution, a supplemental indenture hereto or an
      Officers’ Certificate pursuant to authority granted under a Board
      Resolution:

     

    (a)  the
      title
      of the Series (which shall distinguish the Securities of that particular Series
      from the Securities of any other Series);

     

    (b)  the
      price
      or prices (expressed as a percentage of the principal amount thereof) at which
      the Securities of the Series will be issued;

     

    (c)  any
      limit
      upon the aggregate principal amount of the Securities of the Series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the Series pursuant to
Section 2.7, 2.8, 2.11, 3.6 or 9.6);

     

    (d)  the
      Stated Maturity or Maturity on which the principal of the Securities of the
      Series is payable or the method of determination thereof;

     

    (e)  the
      rate
      or rates (which may be fixed or variable) per annum or, if applicable, the
      method used to determine such rate or rates (including, but not limited to,
      any
      commodity, commodity index, stock exchange index or financial index) at which
      the Securities of the Series shall bear interest, if any;

     

    (f)  the
      date
      or dates from which such interest, if any, shall accrue, the date or dates
      on
      which such interest, if any, shall commence and be payable and any regular
      record date for the interest payable on any interest payment date or the manner
      of determination of such date and the record date for the determination of
      holders to whom interest is payable on such date;

     

    (g)  the
      Persons who shall be entitled to receive interest on the Series of Securities,
      if other than the record holder on the record date;

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (h)  the
      place
      or places where the principal of and interest, if any, on the Securities of
      the
      Series shall be payable, or the method of such payment, if by wire transfer,
      mail or other means;

     

    (i)  the
      right, if any, to extend or defer the payment of interest on the Securities
      of
      the Series and the duration of such extension;

     

    (j)  if
      applicable, the period or periods within which the price or prices at which
      and
      the terms and conditions upon which the Securities of the Series may be
      redeemed, in whole or in part, at the option of the Company;

     

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

     

    (l)  the
      dates, if any, on which, and the price or prices at which, the Securities of
      the
      Series will be repurchased by the Company at the option of the Holders thereof
      and other detailed terms and provisions of such repurchase
      obligations;

     

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

     

    (n)  the
      forms
      of the Securities of the Series in bearer or fully registered form (and, if
      in
      fully registered form, whether the Securities will be issuable as Global
      Securities);

     

    (o)  if
      other
      than the principal amount thereof, the portion of the principal amount of the
      Securities of the Series that shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 6.2;

     

    (p)  whether
      the Securities will be convertible into or exchangeable for shares of common
      stock or other securities of the Company and, if so, the terms and conditions
      upon which such Securities will be convertible or exchangeable, including the
      conversion or exchange price and the conversion or exchange period;

     

    (q)  the
      currency of denomination of the Securities of the Series, which may be Dollars
      or any Foreign Currency, including, but not limited to, the ECU, and if such
      currency of denomination is a composite currency other than the ECU, the agency
      or organization, if any, responsible for overseeing such composite
      currency;

     

    (r)  the
      designation of the currency, currencies or currency units in which payment
      of
      the principal of and interest, if any, on the Securities of the Series will
      be
      made;

     

    (s)  if
      payments of principal of or interest, if any, on the Securities of the Series
      are to be made in one or more currencies or currency units other than that
      or
      those in which such Securities are denominated, the manner in which the exchange
      rate with respect to such payments will be determined;

     

    (t)  the
      manner in which the amounts of payment of principal of or interest, if any,
      on
      the Securities of the Series will be determined, if such amounts may be
      determined by reference to an index based on a currency or currencies or by
      reference to a commodity, commodity index, stock exchange index or financial
      index;

     

    (u)  the
      provisions, if any, relating to any security provided for the Securities of
      the
      Series;

     

    (v)  any
      addition to or change in the Events of Default which apply to any Securities
      of
      the Series and any change in the right of the Trustee or the requisite Holders
      of such Securities to declare the principal amount thereof due and payable
      pursuant to Section 6.2;

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (w)  any
      addition to or change in the covenants set forth in ARTICLE 4 or 5 which
      applies to Securities of the Series;

     

    (x)  any
      addition to or change in the subordination provisions set forth in ARTICLE
      12 which applies to Securities of the Series;

     

    (y)  any
      other
      terms of the Securities of the Series (which terms shall not be inconsistent
      with the provisions of this Indenture, except as permitted by
Section 9.1, but which may modify or delete any provision of this
      Indenture insofar as it applies to such Series);

     

    (z)  any
      provisions granting special rights to holders when a specified event occurs;
      and

     

    (aa)  any
      depositories, interest rate calculation agents, exchange rate calculation agents
      or other agents with respect to Securities of such Series if other than those
      appointed herein.

     

    All
      Securities of any one Series need not be issued at the same time and may be
      issued from time to time, consistent with the terms of this Indenture, if so
      provided by or pursuant to the Board Resolution, supplemental indenture hereto
      or Officers’ Certificate referred to above, and the authorized principal amount
      of any Series may not be increased to provide for issuances of additional
      Securities of such Series, unless otherwise provided in such Board Resolution,
      supplemental indenture hereto or Officers’ Certificate.

     

    Section
      2.3  Execution
      and Authentication.


     

    (a)  Two
      Officers shall sign the Securities for the Company by manual or facsimile
      signature.

     

    (b)  If
      an
      Officer whose signature is on a Security no longer holds that office at the
      time
      the Security is authenticated, the Security shall nevertheless be
      valid.

     

    (c)  A
      Security shall not be valid until authenticated by the manual signature of
      the
      Trustee or an authenticating agent.  The signature shall be conclusive
      evidence that the Security has been authenticated under this
      Indenture.

     

    (d)  The
      Trustee shall at any time, and from time to time, authenticate Securities for
      original issue in the principal amount provided in the Board Resolution,
      supplemental indenture hereto or Officers’ Certificate, upon receipt by the
      Trustee of a Company Order.  Such Company Order may authorize
      authentication and delivery pursuant to oral or electronic instructions from
      the
      Company or its duly authorized agent or agents, which oral instructions shall
      be
      promptly confirmed in writing.

     

    (e)  Each
      Security shall be dated the date of its authentication unless otherwise provided
      by a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate.

     

    (f)  The
      aggregate principal amount of Securities of any Series outstanding at any time
      may not exceed any limit upon the maximum principal amount for such Series
      set
      forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

     

    (g)  Prior
      to
      the issuance of Securities of any Series, the Trustee shall have received and
      (subject to Section 7.2) shall be fully protected in relying on:
      (i) the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the form of the Securities of that Series or of
      Securities within that Series and the terms of the Securities of that Series
      or
      of Securities within that Series, (ii) an Officers’ Certificate complying
      with Section 10.4, and (iii) an Opinion of Counsel complying
      with Section 10.4.

     

    (h)  The
      Trustee shall have the right to decline to authenticate and deliver any
      Securities of such Series: (i) if the Trustee, being advised by counsel,
      determines that such action may not lawfully be taken; or (ii) if the
      Trustee in good faith by its board of directors or trustees, executive committee
      or a trust committee of 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    directors
      and/or vice-presidents shall determine that such action would expose the Trustee
      to personal liability to Holders of any then outstanding Series of
      Securities.

     

    (i)  The
      Trustee may appoint an authenticating agent acceptable to the Company to
      authenticate Securities.  An authenticating agent may authenticate
      Securities whenever the Trustee may do so.  Each reference in this
      Indenture to authentication by the Trustee includes authentication by such
      agent.  An authenticating agent has the same rights as an Agent to
      deal with the Company or an Affiliate.

     

    Section
      2.4  Registrar
      and Paying Agent.


     

    (a)  The
      Company shall maintain, with respect to each Series of Securities, at the place
      or places specified with respect to such Series pursuant to
Section 2.2, an office or agency where Securities of such Series may
      be presented or surrendered for payment (“Paying Agent”), where
      Securities of such Series may be surrendered for registration of transfer or
      exchange (“Registrar”) and where notices and demands to or upon the
      Company in respect of the Securities of such Series and this Indenture may
      be
      served (“Service Agent”).  The Registrar shall keep a
      register with respect to each Series of Securities and to their transfer and
      exchange.

     

    (b)  The
      Company will give prompt written notice to the Trustee of the name and address,
      and any change in the name or address, of each Registrar, Paying Agent or
      Service Agent.  If at any time the Company shall fail to maintain any
      such required Registrar, Paying Agent or Service Agent or shall fail to furnish
      the Trustee with the name and address thereof, such presentations, surrenders,
      notices and demands may be made or served at the Corporate Trust Office of
      the
      Trustee, and the Company hereby appoints the Trustee as its agent to receive
      all
      such presentations, surrenders, notices and demands.

     

    (c)  The
      Company may also from time to time designate one or more co-registrars,
      additional paying agents or additional service agents and may from time to
      time
      rescind such designations; provided, however, that no such designation or
      rescission shall in any manner relieve the Company of its obligations to
      maintain a Registrar, Paying Agent and Service Agent in each place so specified
      pursuant to Section 2.2 for Securities of any Series for such
      purposes.  The Company will give prompt written notice to the Trustee
      of any such designation or rescission and of any change in the name or address
      of any such co-registrar, additional paying agent or additional service
      agent.  The term “Registrar” includes any co-registrar; the
      term “Paying Agent” includes any additional paying agent; and the term
“Service Agent” includes any additional service agent.

     

    (d)  The
      Company hereby appoints the Trustee the initial Registrar, Paying Agent and
      Service Agent for each Series unless another Registrar, Paying Agent or Service
      Agent, as the case may be, is appointed prior to the time Securities of that
      Series are first issued.

     

    Section
      2.5  Paying
      Agent to Hold Money in Trust.

     

      The
      Company shall require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent will hold in trust, for the benefit of
      Securityholders of any Series of Securities, or the Trustee, all money held
      by
      the Paying Agent for the payment of principal or interest on the Series of
      Securities, and will notify the Trustee of any default by the Company in making
      any such payment.  While any such default continues, the Trustee may
      require a Paying Agent to pay all money held by it to the
      Trustee.  The Company at any time may require a Paying Agent to pay
      all money held by it to the Trustee.  Upon payment over to the
      Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
      have
      no further liability for the money.  If the Company or a Subsidiary
      acts as Paying Agent, it shall segregate and hold in a separate trust fund
      for
      the benefit of Securityholders of any Series of Securities all money held by
      it
      as Paying Agent.

     

    Section
      2.6  Securityholder
      Lists.

     

      The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of Securityholders
      of each Series of Securities and shall otherwise comply with TIA
      Section 312(a).  If the Trustee is not the Registrar, the Company
      shall furnish to the Trustee at least ten days before each interest payment
      date
      and at such other times as the Trustee may request in writing a list, in such
      form and as of such date as the Trustee may reasonably require, of the names
      and
      addresses of Securityholders of each Series of Securities.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Section
      2.7  Transfer
      and Exchange.


     

    (a)  Where
      Securities of a Series are presented to the Registrar or a co-registrar with
      a
      request to register a transfer or to exchange them for an equal principal amount
      of Securities of the same Series, the Registrar shall register the transfer
      or
      make the exchange if its requirements for such transactions are
      met.  To permit registrations of transfers and exchanges, the Trustee
      shall authenticate Securities at the Registrar’s request.  No service
      charge shall be made for any registration of transfer or exchange (except as
      otherwise expressly permitted herein), but the Company may require payment
      of a
      sum sufficient to cover any transfer tax or similar governmental charge payable
      in connection therewith (other than any such transfer tax or similar
      governmental charge payable upon exchanges pursuant to Section 2.11, 3.6
      or 9.6).

     

    (b)  Neither
      the Company nor the Registrar shall be required (a) to issue, register the
      transfer of, or exchange Securities of any Series for the period beginning
      at
      the opening of business fifteen days immediately preceding the mailing of a
      notice of redemption of Securities of that Series selected for redemption and
      ending at the close of business on the day of such mailing, or (b) to
      register the transfer of or exchange Securities of any Series selected, called
      or being called for redemption as a whole or the portion being redeemed of
      any
      such Securities selected, called or being called for redemption in
      part.

     

    Section
      2.8  Mutilated,
      Destroyed, Lost and Stolen Securities.


     

    (a)  If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      the Trustee shall authenticate and deliver in exchange therefor a new Security
      of the same Series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

     

    (b)  If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and
      (ii) such security or indemnity as may be required by them to save each of
      them and any agent of either of them harmless, then, in the absence of notice
      to
      the Company or the Trustee that such Security has been acquired by a bona fide
      purchaser, the Company shall execute and upon its request the Trustee shall
      authenticate and make available for delivery, in lieu of any such destroyed,
      lost or stolen Security, a new Security of the same Series and of like tenor
      and
      principal amount and bearing a number not contemporaneously
      outstanding.

     

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

     

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

     

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

     

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

     

    Section
      2.9  Outstanding
      Securities.


     

    (a)  The
      Securities outstanding at any time are all the Securities authenticated by
      the
      Trustee except for those canceled by it, those delivered to it for cancellation,
      those reductions in the interest on a Global Security effected by the Trustee
      in
      accordance with the provisions hereof and those described in this Section as
      not
      outstanding.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b)  If
      a
      Security is replaced pursuant to Section 2.8, it ceases to be
      outstanding until the Trustee receives proof satisfactory to it that the
      replaced Security is held by a bona fide purchaser.

     

    (c)  If
      the
      Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
      thereof) holds on the Maturity of Securities of a Series money sufficient to
      pay
      such Securities payable on that date, then on and after that date such
      Securities of the Series cease to be outstanding and interest on them ceases
      to
      accrue.

     

    (d)  A
      Security does not cease to be outstanding because the Company or an Affiliate
      of
      the Company holds the Security.

     

    (e)  In
      determining whether the Holders of the requisite principal amount of outstanding
      Securities have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, the principal amount of a Discount Security that
      shall be deemed to be outstanding for such purposes shall be the amount of
      the
      principal thereof that would be due and payable as of the date of such
      determination upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 6.2.

     

    Section
      2.10  Treasury
      Securities.

     

      In
      determining whether the Holders of the required principal amount of Securities
      of a Series have concurred in any request, demand, authorization, direction,
      notice, consent or waiver Securities of a Series owned by the Company or an
      Affiliate of the Company shall be disregarded, except that for the purposes
      of
      determining whether the Trustee shall be protected in relying on any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities of a Series that the Trustee knows are so owned shall be so
      disregarded.

     

    Section
      2.11  Temporary
      Securities.

     

      Until
      definitive Securities are ready for delivery, the Company may prepare and the
      Trustee shall authenticate temporary Securities upon a Company
      Order.  Temporary Securities shall be substantially in the form of
      definitive Securities but may have variations that the Company considers
      appropriate for temporary Securities.  Without unreasonable delay, the
      Company shall prepare and the Trustee upon request shall authenticate definitive
      Securities of the same Series and date of maturity in exchange for temporary
      Securities.  Until so exchanged, temporary securities shall have the
      same rights under this Indenture as the definitive Securities.

     

    Section
      2.12  Cancellation.

     

      The
      Company at any time may deliver Securities to the Trustee for
      cancellation.  The Registrar and the Paying Agent shall forward to the
      Trustee any Securities surrendered to them for registration of transfer,
      exchange or payment.  The Trustee shall cancel all Securities
      surrendered for transfer, exchange, payment, replacement or cancellation and
      shall destroy such canceled Securities (subject to the record retention
      requirement of the Exchange Act) and deliver a certificate of such destruction
      to the Company, unless the Company otherwise directs.  The Company may
      not issue new Securities to replace Securities that it has paid or delivered
      to
      the Trustee for cancellation.

     

    Section
      2.13  Defaulted
      Interest.

     

      If
      the Company defaults in a payment of interest on a Series of Securities, it
      shall pay the defaulted interest, plus, to the extent permitted by law, any
      interest payable on the defaulted interest, to the Persons who are
      Securityholders of the Series on a subsequent special record
      date.  The Company shall fix the record date and payment
      date.  At least 30 days before the record date, the Company shall mail
      to the Trustee and to each Securityholder of the Series a notice that states
      the
      record date, the payment date and the amount of interest to be
      paid.  The Company may pay defaulted interest in any other lawful
      manner.

     

    Section
      2.14  Global
      Securities.


     

    (a)  Terms
      of Securities.  A Board Resolution, a supplemental indenture
      hereto or an Officers’ Certificate shall establish whether the Securities of a
      Series shall be issued in whole or in part in the form of one or more Global
      Securities and the Depository for such Global Security or
      Securities.

     

    (b)  Transfer
      and Exchange.  Notwithstanding any provisions to the contrary
      contained in Section 2.7 and in addition thereto, any Global
      Security shall be exchangeable pursuant to Section 2.7 for
      Securities registered in the names of Holders other than the Depository for
      such
      Security or its nominee only if (i) such 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Depository
      notifies the Company that it is unwilling or unable to continue as Depository
      for such Global Security or if at any time such Depository ceases to be a
      clearing agency registered under the Exchange Act, and, in either case, the
      Company fails to appoint a successor Depository within 90 days of such event,
      (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable
      or
      (iii) an Event of Default with respect to the Securities represented by
      such Global Security shall have happened and be continuing.  Any
      Global Security that is exchangeable pursuant to the preceding sentence shall
      be
      exchangeable for Securities registered in such names as the Depository shall
      direct in writing in an aggregate principal amount equal to the principal amount
      of the Global Security with like tenor and terms.

     

    Except
      as
      provided in this Section 2.14(b), a Global Security may not be
      transferred except as a whole by the Depository with respect to such Global
      Security to a nominee of such Depository, by a nominee of such Depository to
      such Depository or another nominee of such Depository or by the Depository
      or
      any such nominee to a successor Depository or a nominee of such a successor
      Depository.

     

    (c)  Legend.  Unless
      otherwise provided pursuant to Section 2.2, any Global Security
      issued hereunder shall bear a legend in substantially the following
      form:

     

    “THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF
      THE
      DEPOSITORY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
      IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
      LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
      EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE
      OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR
      BY
      THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
      SUCH A SUCCESSOR DEPOSITORY.”

     

    (d)  Acts
      of Holders.  The Depository, as a Holder, may appoint agents and
      otherwise authorize participants to give or take any request, demand,
      authorization, direction, notice, consent, waiver or other action which a Holder
      is entitled to give or take under this Indenture.

     

    (e)  Payments.  Notwithstanding
      the other provisions of this Indenture, unless otherwise specified as
      contemplated by Section 2.2, payment of the principal of, premium,
      if any, and interest, if any, on any Global Security shall be made to the Holder
      thereof.

     

    (f)  Consents,
      Declaration and Directions.  Except as provided in
Section 2.14(e), the Company, the Trustee and any Agent shall treat
      a Person as the Holder of such principal amount of outstanding Securities of
      such Series represented by a Global Security as shall be specified in a written
      statement of the Depositary with respect to such Global Security, for purposes
      of obtaining any consents, declarations, waivers or directions required to
      be
      given by the Holders pursuant to this Indenture.

     

    Section
      2.15  CUSIP
      Numbers.

     

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

     

    ARTICLE
      3

    REDEMPTION

     

    Section
      3.1  Notice
      to Trustee.

     

      The
      Company may, with respect to any Series of Securities, reserve the right to
      redeem and pay the Series of Securities or may covenant to redeem and pay the
      Series of Securities or any part thereof prior to the 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Stated
      Maturity thereof at such time and on such terms as provided for in such
      Securities.  If a Series of Securities is redeemable and the Company
      wants or is obligated to redeem prior to the Stated Maturity thereof all or
      part
      of the Series of Securities pursuant to the terms of such Securities, it shall
      notify the Trustee of the redemption date and the principal amount of Series
      of
      Securities to be redeemed.  The Company shall give the notice at least
      45 days before the redemption date (or such shorter notice as may be acceptable
      to the Trustee).

     

    Section
      3.2  Selection
      of Securities to be Redeemed.

     

      Unless
      otherwise indicated for a particular Series by a Board Resolution, a
      supplemental indenture hereto or an Officers’ Certificate, if less than all the
      Securities of a Series are to be redeemed, the Trustee shall select the
      Securities of the Series to be redeemed in any manner that the Trustee deems
      fair and appropriate.  The Trustee shall make the selection from
      Securities of the Series outstanding not previously called for
      redemption.  The Trustee may select for redemption portions of the
      principal of Securities of the Series that have denominations larger than
      $1,000.  Securities of the Series and portions of them it selects
      shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect
      to
      Securities of any Series issuable in other denominations pursuant to
Section 2.2(m) the minimum principal denomination for each Series
      and integral multiples thereof.  Provisions of this Indenture that
      apply to Securities of a Series called for redemption also apply to portions
      of
      Securities of that Series called for redemption.

     

    Section
      3.3  Notice
      of Redemption.

     

      Unless
      otherwise indicated for a particular Series by Board Resolution, a supplemental
      indenture hereto or an Officers’ Certificate, at least 30 days but not more than
      90 days before a redemption date, the Company shall mail a notice of redemption
      by first-class mail to each Holder whose Securities are to be redeemed and
      if
      any Bearer Securities are outstanding, publish on one occasion a notice in
      an
      Authorized Newspaper.  The notice shall identify the Securities of the
      Series to be redeemed and shall state:

     

    (a)  the
      redemption date;

     

    (b)  the
      redemption price, or if not then ascertainable, the manner of calculation
      thereof;

     

    (c)  the
      name
      and address of the Paying Agent;

     

    (d)  that
      Securities of the Series called for redemption must be surrendered to the Paying
      Agent to collect the redemption price;

     

    (e)  if
      fewer
      than all the outstanding Securities of the Series are to be redeemed, the
      identification and principal amounts of the particular Securities of the Series
      to be redeemed;

     

    (f)  that
      interest on Securities of the Series called for redemption ceases to accrue
      on
      and after the redemption date;

     

    (g)  that
      no
      representation is made as to the correctness or accuracy of the CUSIP number,
      if
      any, listed in such notice or printed on the Securities; and

     

    (h)  any
      other
      information as may be required by the terms of the particular Series or the
      Securities of a Series being redeemed.

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at its expense.

     

    Section
      3.4  Effect
      of Notice of Redemption.

     

      Once
      notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption become due
      and payable on the redemption date and at the redemption price.  A
      notice of redemption may not be conditional.  If mailed in the manner
      provided for in Section 3.3, the notice of redemption shall be
      conclusively presumed to have been given whether or not the Holder receives
      such
      notice.  Failure to give such notice or any defect in the notice to
      any Holder shall not affect the validity of the notice or the
      redemption.  Upon surrender to the Paying Agent, such Securities shall
      be paid at the redemption price plus accrued interest to the redemption
      date.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Section
      3.5  Deposit
      of Redemption Price.

     

      On
      or before the redemption date, the Company shall deposit with the Paying Agent
      money sufficient to pay the redemption price of and accrued interest, if any,
      on
      all Securities to be redeemed on that date.

     

    Section
      3.6  Securities
      Redeemed in Part.

     

      Upon
      surrender of a Security that is redeemed in part, the Trustee shall authenticate
      for the Holder a new Security of the same Series and the same maturity equal
      in
      principal amount to the unredeemed portion of the Security
      surrendered.

     

    ARTICLE
      4

    COVENANTS

     

    Section
      4.1  Payment
      of Principal and Interest.

     

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

     

    Section
      4.2  SEC
      Reports.

     

      The
      Company shall deliver to the Trustee within 30 days after it files them with
      the
      SEC copies of the annual reports and of the information, documents, and other
      reports (or copies of such portions of any of the foregoing as the SEC may
      by
      rules and regulations prescribe) which the Company is required to file with
      the
      SEC pursuant to Section 13 or 15(d) of the Exchange Act.  The
      Company also shall comply with the other provisions of TIA
      Section 314(a).

     

    Section
      4.3  Compliance
      Certificate.


     

    (a)  The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company, an Officers’ Certificate stating that a review of
      the activities of the Company and its Subsidiaries during the preceding fiscal
      year has been made under the supervision of the signing Officers with a view
      to
      determining whether the Company has kept, observed, performed and fulfilled
      its
      obligations under this Indenture, and further stating, as to each such Officer
      signing such certificate, that to the best of his knowledge the Company has
      kept, observed, performed and fulfilled each and every covenant contained in
      this Indenture and is not in default in the performance or observance of any
      of
      the terms, provisions and conditions hereof (or, if a Default or Event of
      Default shall have occurred, describing all such Defaults or Events of Default
      of which he may have knowledge).

     

    (b)  The
      Company will, so long as any of the Securities are outstanding, deliver to
      the
      Trustee, forthwith upon becoming aware of any Default or Event of Default,
      an
      Officers’ Certificate specifying such Default or Event of Default and what
      action the Company is taking or proposes to take with respect
      thereto.

     

    Section
      4.4  Stay,
      Extension and Usury Laws.

     

      The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, extension or usury law wherever enacted,
      now
      or at any time hereafter in force, which may affect the covenants or the
      performance of this Indenture or the Securities; and the Company (to the extent
      it may lawfully do so) hereby expressly waives all benefit or advantage of
      any
      such law and covenants that it will not, by resort to any such law, 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
      has been enacted.

     

    Section
      4.5  Corporate
      Existence.

     

      Subject
      to ARTICLE 5, the Company will do or cause to be done all things
      necessary to preserve and keep in full force and effect its corporate existence
      and the corporate, partnership or other existence of each Subsidiary in
      accordance with the respective organizational documents of each Subsidiary
      and
      the rights (charter and statutory), licenses and franchises of the Company
      and
      its Subsidiaries; provided, however, that the Company shall not be required
      to
      preserve any such right, license or franchise, or the corporate, partnership
      or
      other existence of any Subsidiary, if the Company shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of
      the Company and its Subsidiaries taken as a whole and that the loss thereof
      is
      not adverse in any material respect to the Holders.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Section
      4.6  Taxes.

     

      The
      Company shall, and shall cause each of its Subsidiaries to, pay prior to
      delinquency all material taxes, assessments and governmental levies, except
      as
      contested in good faith and by appropriate proceedings.

     

    ARTICLE
      5

    SUCCESSORS

     

    Section
      5.1  Company
      May Consolidate, Etc., Only on Certain Terms.

     

      The
      Company shall not consolidate with, merge with or into any other person or
      convey, transfer or lease all or substantially all of its properties and assets
      to any Person, unless:

     

    (a)  either
      (i) the Company shall be the continuing corporation or (ii) the person (if
      other
      than the Company) formed by such consolidation or into which the Company is
      merged or the person which acquires by conveyance, transfer or lease all or
      substantially all of the properties and assets of the Company (A) shall be
      a
      corporation organized and validly existing under the laws of the United States
      or any State thereof or the District of Columbia and (B) shall expressly assume,
      by an indenture supplemental hereto, executed and delivered to the Trustee,
      in
      form satisfactory to the Trustee, all of the obligations of the Company under
      the Notes and this Indenture;

     

    (b)  at
      the
      time of such transaction, no Event of Default and no event which, after notice
      or lapse of time, would become an Event of Default, shall have happened and
      be
      continuing; and

     

    (c)  the
      Company shall have 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, such supplemental indenture, comply with this ARTICLE
      5 and that all conditions precedent herein provided for relating to such
      transaction have been satisfied.

     

    For
      purposes of the foregoing, the transfer (by lease, assignment, sale or
      otherwise) of the properties and assets of one or more Subsidiaries (other
      than
      to the Company or another Subsidiary), which, if such assets were owned by
      the
      Company, would constitute all or substantially all of the properties and assets
      of the Company, shall be deemed to be the transfer of all or substantially
      all
      of the properties and assets of the Company.

     

    Section
      5.2  Successor
      Corporation Substituted.

     

      The
      successor person formed by such consolidation or into which the Company is
      merged or the successor person 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 had been named as the Company herein; and thereafter, except in the
      case of a lease, the Company shall be discharged from all obligations and
      covenants under this Indenture.  The Company, the Trustee and the
      successor person shall enter into a supplemental indenture to evidence the
      succession and substitution of such successor person and such discharge and
      release of the Company.

     

    ARTICLE
      6

    DEFAULTS
      AND REMEDIES

     

    Section
      6.1  Events
      of Default.

     

      “Event
      of Default”, wherever used herein with respect to Securities of any Series,
      means any one of the following events, unless in the establishing Board
      Resolution, supplemental indenture hereto or Officers’ Certificate, it is
      provided that such Series shall not have the benefit of said Event of
      Default:

     

    (a)  default
      in the payment of any interest on any Security of that Series when it becomes
      due and payable, and continuance of such default for a period of 30 days (unless
      the entire amount of such payment is deposited by the Company with the Trustee
      or with a Paying Agent prior to the expiration of such period of 30 days);
      or

     

    (b)  default
      in the payment of the principal of any Security of that Series at its Maturity;
      or

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (c)  default
      in the deposit of any sinking fund payment, when and as due in respect of any
      Security of that Series; or

     

    (d)  default
      in the performance or breach of any covenant or warranty of the Company in
      this
      Indenture (other than a covenant or warranty that has been included in this
      Indenture solely for the benefit of a Series of Securities other than that
      Series), which default continues uncured for a period of 60 days after there
      has
      been given, by registered or certified mail, to the Company by the Trustee
      or to
      the Company and the Trustee by the Holders of at least 25% in principal amount
      of the outstanding Securities of that Series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such notice
      is a “NOTICE OF DEFAULT” hereunder; or

     

    (e)  the
      Company or any of its Significant Subsidiaries pursuant to or within the meaning
      of any Bankruptcy Law:

     

    (i)  commences
      a voluntary case,

     

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

     

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

     

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

     

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

     

    (i)  is
      for
      relief against the Company or any of its Significant Subsidiaries in an
      involuntary case,

     

    (ii)  appoints
      a Custodian of the Company or any of its Significant Subsidiaries or for all
      or
      substantially all of its property, or

     

    (iii)  orders
      the liquidation of the Company or any of its Significant Subsidiaries, and
      the
      order or decree remains unstayed and in effect for 90 days; or

     

    (g)  any
      other
      Event of Default provided with respect to Securities of that Series, which
      is
      specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.2.

     

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

     

    Section
      6.2  Acceleration
      of Maturity; Rescission and Annulment.


     

    (a)  If
      an
      Event of Default with respect to Securities of any Series at the time
      outstanding occurs and is continuing (other than an Event of Default referred
      to
      in Section 6.1(e) or (f)), then in every such case the Trustee or
      the Holders of not less than 25% in principal amount of the outstanding
      Securities of that Series may declare the principal amount (or, if any
      Securities of that Series are Discount Securities, such portion of the principal
      amount as may be specified in the terms of such Securities) of and accrued
      and
      unpaid interest, if any, on all of the Securities of that Series to be due
      and
      payable immediately, by a notice in writing to the Company (and to the Trustee
      if given by Holders), and upon any such declaration such principal amount (or
      specified amount) and accrued and unpaid interest, if any, shall become
      immediately due and payable.  If an Event of Default specified in
Section 6.1(e) or (f) shall occur, the principal amount (or
      specified amount) of and accrued and unpaid interest, if 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    any,
      on
      all outstanding Securities shall ipso facto become and be immediately due and
      payable without any declaration or other act on the part of the Trustee or
      any
      Holder.

     

    (b)  At
      any
      time after such a declaration of acceleration with respect to any Series has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as hereinafter in this ARTICLE provided, the Holders
      of
      a majority in principal amount of the outstanding Securities of that Series,
      by
      written notice to the Company and 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 interest, if any, on all Securities of that Series,

     

    (B)  the
      principal of any Securities of that Series which have become due otherwise
      than
      by such declaration of acceleration and interest thereon at the rate or rates
      prescribed therefor in such Securities,

     

    (C)  to
      the
      extent that payment of such interest is lawful, interest upon any overdue
      principal and overdue interest at the rate or rates prescribed therefor in
      such
      Securities, and

     

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

     

    (ii)  all
      Events of Default with respect to Securities of that Series, other than the
      non-payment of the principal (or a specified portion of the principal) of
      Securities of that Series which have become due solely by such declaration
      of
      acceleration, have been cured or waived as provided in
Section 6.13.

     

    (c)  No
      such
      rescission shall affect any subsequent Default or impair any right consequent
      thereon.

     

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

     

      The
      Company covenants that if

     

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

     

    (b)  default
      is made in the payment of principal of any Security at the Maturity thereof,
      or

     

    (c)  default
      is made in the deposit of any sinking fund payment when and as due by the terms
      of a Security,

     

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

     

    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, may prosecute
      such
      proceeding to judgment or final decree and may enforce the same against the
      Company or any other obligor upon such Securities and collect the moneys
      adjudged or deemed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon such Securities, wherever
      situated.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    If
      an
      Event of Default with respect to any Securities of any Series occurs and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      its
      rights and the rights of the Holders of Securities of such Series 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
      6.4  Trustee
      May File Proofs of Claim.

     

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

     

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

     

    (b)  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 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 due the Trustee under
      Section 7.7.

     

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

     

    Section
      6.5  Trustee
      May Enforce Claims Without Possession of Securities.

     

      All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities 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 the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, be for the ratable benefit
      of
      the Holders of the Securities in respect of which such judgment has been
      recovered.

     

    Section
      6.6  Application
      of Money Collected.

     

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

     

    First:           To
      the payment of all amounts due the Trustee under Section 7.7;
      and

     

    Second:                      To
      the payment of the amounts then due and unpaid for principal of and interest
      on
      the Securities 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 such Securities for principal and interest,
      respectively; and

     

    Third:                      To
      the Company.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    The
      Trustee may fix a record date and payment date for any payment to
      Securityholders pursuant to this Section 6.6.  At least 15
      days before such record date, the Company shall mail to each Securityholder
      and
      the Trustee a notice that states the record date, the payment date and the
      amount to be paid.

     

    Section
      6.7  Limitation
      on Suits.

     

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

     

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

     

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

     

    (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;

     

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

     

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

     

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

     

    Section
      6.8  Unconditional
      Right of Holders to Receive Principal and Interest.

     

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

     

    Section
      6.9  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
      to
      such Holder, then and in every such case, subject to any determination in such
      proceeding, the Company, the Trustee and the Holders shall be restored severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding had been instituted.

     

    Section
      6.10  Rights
      and Remedies Cumulative.

     

      Except
      as otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in Section 2.8, no right or
      remedy herein conferred upon or reserved to the Trustee or to 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
      6.11  Delay
      or Omission Not Waiver.

     

      No
      delay or omission of the Trustee or of any Holder of any Securities to exercise
      any right or remedy accruing upon any Event of Default shall impair any such
      right or remedy or constitute a waiver of any such Event of Default or an
      acquiescence therein.  Every right and remedy 

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    given
      by
      this ARTICLE 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 by
      the
      Holders, as the case may be.

     

    Section
      6.12  Control
      by Holders.

     

      The
      Holders of a majority in principal amount of the outstanding Securities of
      any
      Series shall have the right to direct the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any trust
      or power conferred on the Trustee, with respect to the Securities of such
      Series; 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 which is not
      inconsistent with such direction, and

     

    (c)  subject
      to the provisions of Section 6.1, the Trustee shall have the right
      to decline to follow any such direction if the Trustee in good faith shall,
      by a
      Responsible Officer of the Trustee, determine that the proceeding so directed
      would involve the Trustee in personal liability.

     

    Section
      6.13  Waiver
      of Past Defaults.

     

      Subject
      to Section 6.2, the Holders of not less than a majority in principal
      amount of the outstanding Securities of any Series may on behalf of the Holders
      of all the Securities of such Series waive any past Default hereunder with
      respect to such Series and its consequences, except a Default in the payment
      of
      the principal of or interest on any Security of such Series; provided, however,
      that the Holders of a majority in principal amount of the outstanding Securities
      of any Series may rescind an acceleration of the Securities of such Series
      and
      its consequences, including any related payment default that resulted from
      such
      acceleration.  Upon any such waiver, such Default shall cease to
      exist, and any Event of Default arising therefrom shall be deemed to have been
      cured, for every purpose of this Indenture; but no such waiver shall extend
      to
      any subsequent or other Default or impair any right consequent
      thereon.

     

    Section
      6.14  Undertaking
      for Costs.

     

      All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken,
      suffered 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,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section shall not apply to any suit instituted by the
      Company, to any suit instituted by the Trustee, to any suit instituted by any
      Holder, or group of Holders, holding in the aggregate more than 10% in principal
      amount of the outstanding Securities of any Series, or to any suit instituted
      by
      any Holder for the enforcement of the payment of the principal of or interest
      on
      any Security on or after the Stated Maturity or Stated Maturities expressed
      in
      such Security (or, in the case of redemption, on the redemption
      date).

     

    ARTICLE
      7

    TRUSTEE

     

    Section
      7.1  Duties
      of Trustee.


     

    (a)  If
      an
      Event of Default has occurred and is continuing, the Trustee shall exercise
      the
      rights and powers vested in it by this Indenture and use the same degree of
      care
      and skill in their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  The
      Trustee need perform only those duties that are specifically set forth in this
      Indenture and no others.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee and
      conforming to the requirements of this Indenture; however, in the case of any
      such Officers’ Certificates or Opinions of Counsel which by any provisions
      hereof are specifically required to be furnished to the Trustee, the Trustee
      shall examine such Officers’ Certificates and Opinions of Counsel to determine
      whether or not they conform to the requirements of this Indenture.

     

    (c)  The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act or its own willful misconduct, except
      that:

     

    (i)  This
      paragraph does not limit the effect of paragraph (b) of this
      Section.

     

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

     

    (iii)  The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it with respect to Securities of any Series in good
      faith
      in accordance with the direction of the Holders of a majority in principal
      amount of the outstanding Securities of such Series relating to the time, method
      and place of conducting any proceeding for any remedy available to the Trustee,
      or exercising any trust or power conferred upon the Trustee, under this
      Indenture with respect to the Securities of such Series.

     

    (d)  Every
      provision of this Indenture that in any way relates to the Trustee is subject
      to
      paragraphs (a), (b) and (c) of this Section.

     

    (e)  The
      Trustee may refuse to perform any duty or exercise any right or power unless
      it
      receives indemnity satisfactory to it against any loss, liability or
      expense.

     

    (f)  The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company.  Money held in
      trust by the Trustee need not be segregated from other funds except to the
      extent required by law.

     

    (g)  No
      provision of this Indenture shall require the Trustee to risk its own funds
      or
      otherwise incur any financial liability in the performance of any of its duties,
      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 is not reasonably assured to it.

     

    (h)  The
      Paying Agent, the Registrar and any authenticating agent shall be entitled
      to
      the protections and immunities as are set forth in paragraphs (a), (b) and
      (c) of this Section with respect to the Trustee.

     

    (i)  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 and to the provisions of the TIA and the provisions of this
ARTICLE 7 shall apply to the Trustee in its role as Registrar, Paying
      Agent and Service Agent.

     

    Section
      7.2  Rights
      of Trustee.


     

    (a)  The
      Trustee may rely on and shall be protected in acting or refraining from acting
      upon any document believed by it to be genuine and to have been signed or
      presented by the proper Person.  The Trustee need not investigate any
      fact or matter stated in the document.  The Trustee may, however, in
      its discretion make such further inquiry or investigation into such facts or
      matters as it may see fit.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on such
      Officers’ Certificate or Opinion of Counsel.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    (c)  The
      Trustee may act through agents and shall not be responsible for the misconduct
      or negligence of any agent appointed with due care.  No Depository
      shall be deemed an agent of the Trustee and the Trustee shall not be responsible
      for any act or omission by any Depository.

     

    (d)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it believes to be authorized or within its rights or powers;
      provided that the Trustee’s conduct does not constitute willful misconduct or
      negligence.

     

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

     

    (f)  The
      permissive rights of the Trustee to do things enumerated in this Indenture
      shall
      not be construed as a duty unless so specified herein.

     

    (g)  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
      of Securities unless such Holders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which might
      be
      incurred by it in compliance with such request or direction.

     

    (h)  In
      addition, the Trustee shall not be deemed to have knowledge of any Default
      or
      Event of Default except (i) any Event of Default occurring pursuant to
Sections 6.1(a), 6.1(b), 6.1(c) and 4.3 hereof or (ii) any Default
      or Event of Default of which the Trustee shall have received written
      notification in the manner set forth in this Indenture or a Responsible Officer
      of the Trustee shall have obtained actual knowledge.  Delivery of
      reports, information and documents to the Trustee under Section 4.2
      is for informational purposes only and the information and the Trustee’s receipt
      of the foregoing shall not constitute constructive notice of any information
      contained therein, or determinable from information contained therein including
      the Company’s compliance with any of their covenants thereunder (as to which the
      Trustee is entitled to rely exclusively on an Officers’
Certificate).

     

    Section
      7.3  Individual
      Rights of Trustee.

     

      The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Securities and may otherwise deal with the Company or an Affiliate with
      the
      same rights it would have if it were not Trustee.  Any Agent may do
      the same with like rights.  The Trustee is also subject to Sections
      7.10 and 7.11.

     

    Section
      7.4  Trustee’s
      Disclaimer.

     

      The
      Trustee makes no representation as to the validity or adequacy of this Indenture
      or the Securities, it shall not be accountable for the Company’s use of the
      proceeds from the Securities, and it shall not be responsible for any statement
      in any Security other than its authentication.

     

    Section
      7.5  Notice
      of Defaults.

     

      If
      a Default or Event of Default occurs and is continuing with respect to the
      Securities of any Series and if it is known to a Responsible Officer of the
      Trustee, the Trustee shall mail to each Securityholder of the Securities of
      that
      Series and, if any Bearer Securities are outstanding, publish on one occasion
      in
      an Authorized Newspaper, notice of a Default or Event of Default within 90
      days
      after it occurs or, if later, after a Responsible Officer of the Trustee has
      knowledge of such Default or Event of Default.  Except in the case of
      a Default or Event of Default in payment of principal of or interest on any
      Security of any Series, the Trustee may withhold the notice if and so long
      as
      its corporate trust committee or a committee of its Responsible Officers in
      good
      faith determines that withholding the notice is in the interests of
      Securityholders of that Series.

     

    Section
      7.6  Reports
      by Trustee to Holders.


     

    (a)  Within
      60
      days after May 15 in each year, the Trustee shall transmit by mail to all
      Securityholders, as their names and addresses appear on the register kept by
      the
      Registrar and, if any Bearer Securities are outstanding, publish in an
      Authorized Newspaper, a brief report dated as of such May 15, in accordance
      with, and to the extent required under, TIA Section 313.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    (b)  A
      copy of
      each report at the time of its mailing to Securityholders of any Series shall
      be
      filed with the SEC and each stock exchange on which the Securities of that
      Series are listed.  The Company shall promptly notify the Trustee when
      Securities of any Series are listed on any stock exchange and of any delisting
      thereof.

     

    Section
      7.7  Compensation
      and Indemnity.


     

    (a)  The
      Company shall pay to the Trustee from time to time reasonable compensation
      for
      its services.  The Trustee’s compensation shall not be limited by any
      law on compensation of a trustee of an express trust.  The Company
      shall reimburse the Trustee upon request for all reasonable out-of-pocket
      expenses incurred by it.  Such expenses shall include the reasonable
      compensation and expenses of the Trustee’s agents and counsel.

     

    (b)  The
      Company shall indemnify the Trustee (including the cost of defending itself)
      against any loss, liability or expense incurred by it except as set forth in
      the
      next paragraph in the performance of its duties under this Indenture as Trustee
      or Agent.  The Trustee shall notify the Company promptly of any claim
      for which it may seek indemnity.  The Company shall defend the claim
      and the Trustee shall cooperate in the defense.  The Trustee may have
      separate counsel and the Company shall pay the reasonable fees and expenses
      of
      such counsel.  The Company need not pay for any settlement made
      without its consent, which consent shall not be unreasonably
      withheld.  This indemnification shall apply to officers, directors,
      employees, shareholders, agents, successors and assigns of the
      Trustee.

     

    (c)  The
      Company need not reimburse any expense or indemnify against any loss or
      liability incurred by the Trustee or by any officer, director, employee,
      shareholder or agent of the Trustee through willful misconduct, negligence
      or
      bad faith.

     

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

     

    (e)  When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.1(e) or (f) occurs, the expenses and the
      compensation for the services are intended to constitute expenses of
      administration under any Bankruptcy Law.

     

    (f)  The
      provisions of this Section 7.7 shall survive the resignation or
      removal of the Trustee and the termination of this Indenture.

     

    Section
      7.8  Replacement
      of Trustee.


     

    (a)  A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section.

     

    (b)  The
      Trustee may resign with respect to the Securities of one or more Series by
      so
      notifying the Company.  The Holders of a majority in principal amount
      of the Securities of any Series may remove the Trustee with respect to that
      Series by so notifying the Trustee and the Company.  The Company may
      remove the Trustee with respect to Securities of one or more Series
      if:

     

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

     

    (ii)  the
      Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
      with respect to the Trustee under any Bankruptcy Law;

     

    (iii)  a
      Custodian or public officer takes charge of the Trustee or its property;
      or

     

    (iv)  the
      Trustee becomes incapable of acting.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (c)  If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason, the Company shall promptly appoint a successor
      Trustee.  Within one year after the successor Trustee takes office,
      the Holders of a majority in principal amount of the then outstanding Securities
      may appoint a successor Trustee to replace the successor Trustee appointed
      by
      the Company.

     

    (d)  If
      a
      successor Trustee with respect to the Securities of any one or more Series
      does
      not take office within 60 days after the retiring Trustee resigns or is removed,
      the retiring Trustee, the Company or the Holders of at least 10% in principal
      amount of the Securities of the applicable Series may petition any court of
      competent jurisdiction for the appointment of a successor Trustee.

     

    (e)  If
      the
      Trustee with respect to the Securities of any one or more Series fails to comply
      with Section 7.10, any Securityholder who has been a bona fide
      Holder of a Security of the applicable Series for at least six months may
      petition any court of competent jurisdiction for the removal of the Trustee
      and
      the appointment of a successor Trustee.

     

    (f)  A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company.  Immediately after that, the
      retiring Trustee shall transfer all property held by it as Trustee to the
      successor Trustee subject to the lien provided for in Section 7.7,
      the resignation or removal of the retiring Trustee shall become effective,
      and
      the successor Trustee shall have all the rights, powers and duties of the
      Trustee with respect to each Series of Securities for which it is acting as
      Trustee under this Indenture.  A successor Trustee shall mail a notice
      of its succession to each Securityholder of each such Series and, if any Bearer
      Securities are outstanding, publish such notice on one occasion in an Authorized
      Newspaper.  Notwithstanding replacement of the Trustee pursuant to
      this Section 7.8, the Company’s obligations under
Section 7.7 hereof shall continue for the benefit of the retiring
      trustee with respect to expenses and liabilities incurred by it prior to such
      replacement.

     

    Section
      7.9  Trustee
      by Merger, etc.


     

    (a)  If
      the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all of its corporate trust business to, another corporation,
      the
      successor corporation without any further act shall be the successor
      Trustee.

     

    (b)  In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Trustee shall succeed to the trusts created by this Indenture any of
      the
      Securities shall have been authenticated but not delivered; any such successor
      to the Trustee may adopt the certificate of authentication of any predecessor
      trustee, and deliver such Securities so authenticated; and in case at that
      time
      any of the Securities shall not have been authenticated, any such successor
      to
      the Trustee may authenticate such Securities either in the name of any
      predecessor hereunder or in the name of the successor to the Trustee; and in
      all
      such cases such certificates shall have the full force that it is anywhere
      in
      the Securities or in this Indenture provided that the certificate of the Trustee
      shall have.

     

    Section
      7.10  Eligibility;
      Disqualification.

     

      This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
      Section 310(a)(1), (2) and (5).  The Trustee shall always
      have a combined capital and surplus of at least $25,000,000 as set forth in
      its
      most recent published annual report of condition.  The Trustee shall
      comply with TIA Section 310(b).

     

    Section
      7.11  Preferential
      Collection of Claims Against Company.

     

      The
      Trustee is subject to TIA Section 311(a), excluding any creditor
      relationship listed in TIA Section 311(b).  A Trustee who has
      resigned or been removed shall be subject to TIA Section 311(a) to the
      extent indicated.

     

    ARTICLE
      8

    SATISFACTION
      AND DISCHARGE; DEFEASANCE

     

    Section
      8.1  Satisfaction
      and Discharge of Indenture.

     

      This
      Indenture shall upon Company Order cease to be of further effect (except as
      hereinafter provided in this Section 8.1) as it relates to all
      Securities of any 

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    Series,
      and the Trustee, at the expense of the Company, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture as it relates to
      all
      Securities of any Series, when

     

    (a)  either

     

    (i)  all
      Securities of such Series theretofore authenticated and delivered (other than
      Securities that have been destroyed, lost or stolen and that have been replaced
      or paid) have been delivered to the Trustee for cancellation; or

     

    (ii)  all
      such
      Securities 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 year, or

     

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

     

    (D)  are
      deemed paid and discharged pursuant to Section 8.3, as
      applicable;

     

    and
      the
      Company, in the case of (A), (B) or (C) above, has deposited or caused
      to be deposited with the Trustee as trust funds in trust an amount sufficient
      for the purpose of paying and discharging the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and interest to the date of such deposit (in the case of Securities
      which have become due and payable on or prior to the date of such deposit)
      or to
      the Stated 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.

     

    (d)  Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 7.7, and, if money shall have been
      deposited with the Trustee pursuant to clause (a) of this Section, the
      provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
      survive.

     

    Section
      8.2  Application
      of Trust Funds; Indemnification.


     

    (a)  Subject
      to the provisions of Section 8.5, all money deposited with the
      Trustee pursuant to Section 8.1, all money and U.S. Government
      Obligations or Foreign Government Obligations deposited with the Trustee
      pursuant to Section 8.3 or 8.4 and all money received by the Trustee
      in respect of U.S. Government Obligations or Foreign Government Obligations
      deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be
      held in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as its own Paying Agent) as the
      Trustee may determine, to the Persons entitled thereto, of the principal and
      interest for whose payment such money has been deposited with or received by
      the
      Trustee or to make Mandatory Sinking Fund Payments or analogous payments as
      contemplated by Section 8.3 or 8.4.

     

    (b)  The
      Company shall pay and shall indemnify the Trustee against any tax, fee or other
      charge imposed on or assessed against U.S. Government Obligations or Foreign
      Government Obligations deposited pursuant to Section 8.3 or 8.4 or
      the interest and principal received in respect of such obligations other than
      any payable by or on behalf of Holders.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    (c)  The
      Trustee shall deliver or pay to the Company from time to time upon Company
      Request any U.S. Government Obligations or Foreign Government Obligations or
      money held by it as provided in Section 8.3 or 8.4 which, in the
      opinion of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to the
      Trustee, are then in excess of the amount thereof which then would have been
      required to be deposited for the purpose for which such U.S. Government
      Obligations or Foreign Government Obligations or money were deposited or
      received.  This provision shall not authorize the sale by the Trustee
      of any U.S. Government Obligations or Foreign Government Obligations held under
      this Indenture.

     

    Section
      8.3  Legal
      Defeasance of Securities of any Series.

     

      Unless
      this Section 8.3 is otherwise specified pursuant to
Section 2.2 to be inapplicable to Securities of any Series, the
      Company shall be deemed to have paid and discharged the entire indebtedness
      on
      all the outstanding Securities of such Series on the 91st day after the date
      of
      the deposit referred to in subparagraph (d) hereof, and the provisions of
      this Indenture, as it relates to such outstanding Securities of such Series,
      shall no longer be in effect (and the Trustee, at the expense of the Company,
      shall, at Company Request, execute proper instruments acknowledging the same),
      except as to:

     

    (a)  the
      rights of Holders of Securities of such Series to receive, from the trust funds
      described in subparagraph (d) hereof, (i) payment of the principal of
      and each installment of principal of and interest on the outstanding Securities
      of such Series on the Stated Maturity of such principal or installment of
      principal or interest and (ii) the benefit of any Mandatory Sinking Fund
      Payments applicable to the Securities of such Series on the day on which such
      payments are due and payable in accordance with the terms of this Indenture
      and
      the Securities of such Series;

     

    (b)  the
      provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5;

     

    (c)  the
      rights, powers, trust and immunities of the Trustee hereunder; provided that
      the
      following conditions shall have been satisfied:

     

    (d)  the
      Company shall have deposited or caused to be deposited irrevocably with the
      Trustee as trust funds in trust for the purpose of making the following
      payments, specifically pledged as security for and dedicated solely to the
      benefit of the Holders of such Securities (i) in the case of Securities of
      such Series denominated in Dollars, cash in Dollars (or such other money or
      currencies as shall then be legal tender in the United States) and/or U.S.
      Government Obligations, or (ii) in the case of Securities of such Series
      denominated in a Foreign Currency (other than a composite currency), money
      and/or Foreign Government Obligations, which through the payment of interest
      and
      principal in respect thereof, in accordance with their terms, will provide
      (and
      without reinvestment and assuming no tax liability will be imposed on such
      Trustee), not later than one day before the due date of any payment of money,
      an
      amount in cash, 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 each installment of principal
      (including mandatory sinking fund or analogous payments) of and interest, if
      any, on all the Securities of such Series on the dates such installments of
      interest or principal are due;

     

    (e)  such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture or any other agreement or instrument to which the Company
      is a party or by which it is bound;

     

    (f)  no
      Default or Event of Default with respect to the Securities of such Series shall
      have occurred and be continuing on the date of such deposit or during the
      preference period applicable to the Company;

     

    (g)  the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel to the effect that (i) the Company has received from, or
      there has been published by, the Internal Revenue Service a ruling, or (ii)
      there has been a change in the applicable Federal income tax law, in either
      case
      to the effect that, and based thereon such Opinion of Counsel shall confirm
      that, the Holders of the Securities of such Series will not recognize income,
      gain or loss for Federal income tax purposes as a result of such deposit,
      defeasance and discharge and will be subject to Federal income tax on the same
      amount and in the same manner and at the same times as would have been the
      case
      if such deposit, defeasance and discharge had not occurred;

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    (h)  such
      deposit shall not result in the trust arising from such deposit constituting
      an
      investment company (as defined in the Investment Company Act of 1940, as
      amended), or such trust shall be qualified under such Act or exempt from
      regulation thereunder; and

     

    (i)  the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      relating to the defeasance contemplated by this Section have been complied
      with.

     

    Section
      8.4  Covenant
      Defeasance.

     

      Unless
      this Section 8.4 is otherwise specified pursuant to
Section 2.2 to be inapplicable to Securities of any Series, on and
      after the 91st day after the date of the deposit referred to in subparagraph
      (a) hereof, the Company may omit to comply with any term, provision or
      condition set forth under Sections 4.2, 4.3, 4.4, 4.5 (other than with
      respect to the Company) and 4.6, as well as any additional covenants
      contained in a supplemental indenture hereto for a particular Series of
      Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
      to Section 2.2 (and the failure to comply with any such covenants
      shall not constitute a Default or Event of Default under
Section 6.1) and the occurrence of any event described in clause
      (e) of Section 6.1 shall not constitute a Default or Event of
      Default hereunder, with respect to the Securities of such Series; provided
      that
      the following conditions shall have been satisfied:

     

    (a)  with
      reference to this Section 8.4, the Company has deposited or caused
      to be irrevocably deposited (except as provided in Section 8.2(c))
      with the Trustee as trust funds in trust, specifically pledged as security
      for,
      and dedicated solely to, the benefit of the Holders of such Securities
      (i) in the case of Securities of such Series denominated in Dollars, cash
      in Dollars (or such other money or currencies as shall then be legal tender
      in
      the United States) and/or U.S. Government Obligations, or (ii) in the case
      of Securities of such Series denominated in a Foreign Currency (other than
      a
      composite currency), money and/or Foreign Government Obligations, which through
      the payment of interest and principal in respect thereof, in accordance with
      their terms, will provide (and without reinvestment and assuming no tax
      liability will be imposed on such Trustee), not later than one day before the
      due date of any payment of money, an amount in cash, sufficient, in the opinion
      of a nationally recognized firm of independent certified public accountants
      expressed in a written certification thereof delivered to the Trustee, to pay
      principal and interest, if any, on and any mandatory sinking fund in respect
      of
      the Securities of such Series on the dates such installments of interest or
      principal are due;

     

    (b)  such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture or any other agreement or instrument to which the Company
      is a party or by which it is bound;

     

    (c)  no
      Default or Event of Default with respect to the Securities of such Series shall
      have occurred and be continuing on the date of such deposit or during the
      preference period applicable to the Company;

     

    (d)  the
      Company shall have delivered to the Trustee an Opinion of Counsel confirming
      that Holders of the Securities of such Series will not recognize income, gain
      or
      loss for federal income tax purposes as a result of such deposit and defeasance
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such deposit and
      defeasance had not occurred; and

     

    (e)  The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein provided
      for relating to the defeasance contemplated by this Section have been complied
      with.

     

    Section
      8.5  Repayment
      to Company.

     

      The
      Trustee and the Paying Agent shall pay to the Company upon request any money
      held by them for the payment of principal and interest that remains unclaimed
      for two years.  After that, Securityholders entitled to the money must
      look to the Company for payment as general creditors unless an applicable
      abandoned property law designates another Person.

     

    Section
      8.6  Reinstatement.

     

      If
      the Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations in accordance with Section 8.1, 8.3 or 8.4, as the case
      may be, by reason of any legal proceeding or by reason of any order or judgment
      of any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, the Company’s obligations under this Indenture and
      the Securities shall be 

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    revived
      and reinstated as though no deposit had occurred pursuant to
Section 8.1, 8.3 or 8.4, as the case may be, until such time as the
      Trustee or Paying Agent is permitted to apply all such money or U.S. Government
      Obligations in accordance with Section 8.1, 8.3 or 8.4, as the case
      may be; provided, however, that if the Company makes any payment of principal
      of, premium, if any, or interest on any Securities because of reinstatement
      of
      its obligations, the Company shall be subrogated to the rights of the holders
      of
      such Securities to receive such payment from the money or U.S. Government
      Obligations held by the Trustee or Paying Agent.

     

    ARTICLE
      9

    AMENDMENTS
      AND WAIVERS

     

    Section
      9.1  Without
      Consent of Holders.

     

      The
      Company and the Trustee may amend or supplement this Indenture or the Securities
      of one or more Series without the consent of any Securityholder:

     

    (a)  to
      cure
      any ambiguity, omission, defect or inconsistency;

     

    (b)  to
      comply
      with ARTICLE 5;

     

    (c)  to
      provide for uncertificated Securities in addition to or in place of certificated
      Securities;

     

    (d)  to
      secure
      the Securities or any Series;

     

    (e)  to
      add to
      the covenants of the Company for the benefit of the Holders or to surrender
      any
      right or power herein conferred upon the Company;

     

    (f)  to
      make
      any change that does not adversely affect the rights of any Securityholder
      in
      any material respect;

     

    (g)  to
      provide for the issuance of and establish the form and terms and conditions
      of
      Securities of any Series as permitted by this Indenture;

     

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

     

    (i)  to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the TIA.

     

    Section
      9.2  With
      Consent of Holders.


     

    (a)  The
      Company and the Trustee may enter into a supplemental indenture hereto with
      the
      written consent of the Holders of at least a majority in principal amount of
      the
      outstanding Securities of each Series affected by such supplemental indenture
      (including consents obtained in connection with a tender offer or exchange
      offer
      for the Securities of such Series), for the purpose of adding any provisions
      to
      or changing in any manner or eliminating any of the provisions of this Indenture
      or of any supplemental indenture hereto or of modifying in any manner the rights
      of the Securityholders of each such Series.  Except as provided in
Section 6.13, the Holders of at least a majority in principal amount
      of the outstanding Securities of each Series affected by such waiver by notice
      to the Trustee (including consents obtained in connection with a tender offer
      or
      exchange offer for the Securities of such Series) may waive compliance by the
      Company with any provision of this Indenture or the Securities with respect
      to
      such Series.

     

    (b)  It
      shall
      not be necessary for the consent of the Holders of Securities under this
Section 9.2 to approve the particular form of any proposed
      supplemental indenture hereto or waiver, but it shall be sufficient if such
      consent approves the substance thereof.  After a supplemental
      indenture hereto or waiver under this Section becomes effective, the Company
      shall mail to the Holders of Securities affected thereby and, if any Bearer
      

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    Securities
      affected thereby are outstanding, publish on one occasion in an Authorized
      Newspaper, a notice briefly describing the supplemental indenture or
      waiver.  Any failure by the Company to mail or publish such notice, or
      any defect therein, shall not, however, in any way impair or affect the validity
      of any such supplemental indenture or waiver.

     

    Section
      9.3  Limitations.

     

      Without
      the consent of each Securityholder affected, an amendment or waiver may
      not:

     

    (a)  change
      the amount of Securities whose Holders must consent to an amendment, supplement
      or waiver;

     

    (b)  reduce
      the rate of or extend the time for payment of interest (including default
      interest) on any Security;

     

    (c)  reduce
      the principal or change the Stated Maturity of any Security or reduce the amount
      of, or postpone the date fixed for, the payment of any sinking fund or analogous
      obligation;

     

    (d)  reduce
      the principal amount of a Security issued with original issue discount or any
      other Security payable upon acceleration of the maturity thereof;

     

    (e)  waive
      a
      Default or Event of Default in the payment of the principal of or interest,
      if
      any, on any Security (except a rescission of acceleration of the Securities
      of
      any Series by the Holders of at least a majority in principal amount of the
      outstanding Securities of such Series and a waiver of the payment default that
      resulted from such acceleration);

     

    (f)  make
      the
      principal of or interest, if any, on any Security payable in any currency other
      than that stated in the Security;

     

    (g)  make
      any
      change in Section 6.8, 6.13, 9.3 (this sentence), 10.15 or
      10.16;

     

    (h)  waive
      a
      redemption payment with respect to any Security or change any of the provisions
      with respect to the redemption of any Securities;

     

    (i)  make
      any
      change in ARTICLE 12 that would adversely affect the rights of any
      Securityholder in any material respect;

     

    (j)  release
      any security interest that may have been granted in favor of the Securityholder;
      or

     

    (k)  make
      any
      change in a Securityholder’s ability to convert or exchange Securities in any
      material respect.

     

    Section
      9.4  Compliance
      with Trust Indenture Act.

     

      Every
      amendment to this Indenture or the Securities of one or more Series shall be
      set
      forth in a supplemental indenture hereto that complies with the TIA as then
      in
      effect.

     

    Section
      9.5  Revocation
      and Effect of Consents.


     

    (a)  Until
      an
      amendment or waiver becomes effective, a consent to it by a Holder of a Security
      is a continuing consent by the Holder and every subsequent Holder of a Security
      or portion of a Security that evidences the same Debt as the consenting Holder’s
      Security, even if notation of the consent is not made on any
      Security.  However, any such Holder or subsequent Holder may revoke
      the consent as to his Security or portion of a Security if the Trustee receives
      the notice of revocation before the date the amendment or waiver becomes
      effective.

     

    (b)  Any
      amendment or waiver once effective shall bind every Securityholder of each
      Series affected by such amendment or waiver unless it is of the type described
      in any of clauses (a) through (k) of 

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    Section 9.3.  In
      that case, the amendment or waiver shall bind each Holder of a Security who
      has
      consented to it and every subsequent Holder of a Security or portion of a
      Security that evidences the same Debt as the consenting Holder’s
      Security.

     

    (c)  The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Securityholders entitled to give their consent or take any
      other
      action described above or required or permitted to be taken pursuant to this
      Indenture.  If a record date is fixed, then notwithstanding the
      immediately preceding paragraph, those Persons who were Securityholders at
      such
      record date (or their duly assigned proxies), and only those Persons, shall
      be
      entitled to give such consent or to revoke any consent previously given or
      to
      take any such action, whether or not such Persons continue to be Holders after
      such record date.

     

    Section
      9.6  Notation
      on or Exchange of Securities.

     

      If
      an amendment changes the terms of any Security of any Series, the Trustee may
      require the Holder of the Security to deliver such Security to the
      Trustee.  The Trustee may place an appropriate notation on the
      Security regarding the changed terms and return such Security to the
      Holder.  Alternatively, the Company in exchange for Securities of any
      Series may issue and the Trustee shall authenticate upon request new Securities
      of that Series that reflect the amendment or waiver.

     

    Section
      9.7  Trustee
      Protected.

     

      In
      executing, or accepting the additional trusts created by, any supplemental
      indenture hereto permitted by this ARTICLE or the modifications thereby of
      the
      trusts created by this Indenture, the Trustee shall be entitled to receive,
      and
      (subject to Section 7.1) shall be fully protected in relying upon,
      an Opinion of Counsel stating that the execution of such supplemental indenture
      is authorized or permitted by this Indenture.  The Trustee shall sign
      all supplemental indentures hereto, except that the Trustee need not sign any
      supplemental indenture hereto that adversely affects its rights.

     

    Section
      9.8  Payment
      for Consent.

     

      Neither
      the Company nor any Affiliate of the Company shall, directly or indirectly,
      pay
      or cause to be paid any consideration, whether by way of interest, fee or
      otherwise, to any Holder for or as an inducement to any consent, waiver or
      amendment of any of the terms or provisions of this Indenture applicable to
      the
      Securities of any Series or the Securities of any Series unless such
      consideration is offered to be paid to all Holders of the Securities of such
      Series that so consent, waive or agree to amend in the time frame set forth
      in
      solicitation documents relating to such consent.

     

    ARTICLE
      10

    MISCELLANEOUS

     

    Section
      10.1  Trust
      Indenture Act Controls.

     

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

     

    Section
      10.2  Notices.

     

    


     

    (a)  Any
      notice or communication by the Company or the Trustee to the other is duly
      given
      if in writing and delivered in person or mailed by first-class
      mail:

     

    
      	
              if
                to the Company:

            	
              McMoRan
                Exploration Co.

              1615
                Poydras Street

              New
                Orleans, Louisiana 70112

              Attention:
                Kathleen L. Quirk

               

            
	
              if
                to the Trustee:

            	
              [Name
                of Trustee]

              [Address]

              _______________________

              _______________________

              Attention:
                ______________

               

            


    

    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    (b)  The
      Company or the Trustee by notice to the other may designate additional or
      different addresses for subsequent notices or communications.

     

    (c)  Any
      notice or communication to a Securityholder shall be mailed by first-class
      mail
      to his address shown on the register kept by the Registrar and, if any Bearer
      Securities are outstanding, published in an Authorized
      Newspaper.  Failure to mail a notice or communication to a
      Securityholder of any Series or any defect in it shall not affect its
      sufficiency with respect to other Securityholders of that or any other
      Series.

     

    (d)  If
      a
      notice or communication is mailed or published in the manner provided above,
      within the time prescribed, it is duly given, whether or not the Securityholder
      receives it.

     

    (e)  If
      the
      Company mails a notice or communication to Securityholders, it shall mail a
      copy
      to the Trustee and each Agent at the same time.

     

    Section
      10.3  Communication
      by Holders with Other Holders.

     

      Securityholders
      of any Series may communicate pursuant to TIA Section 312(b) with other
      Securityholders of that Series or any other Series with respect to their rights
      under this Indenture or the Securities of that Series or all
      Series.  The Company, the Trustee, the Registrar and anyone else shall
      have the protection of TIA Section 312(c).

     

    Section
      10.4  Certificate
      and Opinion as to Conditions Precedent.

     

      Upon
      any request or application by the Company to the Trustee to take any action
      under this Indenture, the Company shall furnish to the Trustee:

     

    (a)  an
      Officers’ Certificate stating that, in the opinion of the signers, all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with; and

     

    (b)  an
      Opinion of Counsel stating that, in the opinion of such counsel, all such
      conditions precedent have been complied with.

     

    Section
      10.5  Statements
      Required in Certificate or Opinion.

     

      Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA Section 314(a)(4)) shall comply with the provisions of TIA
      Section 314(e) and shall include:

     

    (a)  a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

     

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

     

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

     

    (d)  a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been complied with.

     

    Section
      10.6  Rules
      by Trustee and Agents.

     

      The
      Trustee may make reasonable rules for action by or a meeting of Securityholders
      of one or more Series.  Any Agent may make reasonable rules and set
      reasonable requirements for its functions.

     

    Section
      10.7  Legal
      Holidays.

     

      Unless
      otherwise provided by Board Resolution, supplemental indenture hereto or
      Officers’ Certificate for a particular Series, a “Legal Holiday” is any
      day that is not a Business Day.  If a payment date is a Legal Holiday
      at a place of payment, payment may be made at that place on the next succeeding
      day that is not a Legal Holiday, and no interest shall accrue for the
      intervening period.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    Section
      10.8  No
      Recourse Against Others.

     

      A
      director, officer, employee or stockholder, as such, of the Company shall not
      have any liability for any obligations of the Company under the Securities
      or
      this Indenture or for any claim based on, in respect of or by reason of such
      obligations or their creation.  Each Securityholder by accepting a
      Security waives and releases all such liability.  The waiver and
      release are part of the consideration for the issue of the
      Securities.

     

    Section
      10.9  Counterparts.

     

      This
      Indenture may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

    Section
      10.10  Governing
      Laws.

     

      THIS
      INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
      REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     

    Section
      10.11  No
      Adverse Interpretation of Other Agreements.

     

      This
      Indenture may not be used to interpret another indenture, loan or Debt agreement
      of the Company or a Subsidiary.  Any such indenture, loan or Debt
      agreement may not be used to interpret this Indenture.

     

    Section
      10.12  Successors.

     

      All
      agreements of the Company in this Indenture and the Securities shall bind its
      successor.  All agreements of the Trustee in this Indenture shall bind
      its successor.

     

    Section
      10.13  Severability.

     

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

     

    Section
      10.14  Table
      of Contents, Headings, Etc.

     

      The
      Table of Contents, Cross Reference Table, and headings of the ARTICLES and
      Sections of this Indenture have been inserted for convenience of reference
      only,
      are not to be considered a part hereof, and shall in no way modify or restrict
      any of the terms or provisions hereof.

     

    Section
      10.15  Securities
      in a Foreign Currency or in ECU.


     

    (a)  Unless
      otherwise specified in a Board Resolution, a supplemental indenture hereto
      or an
      Officers’ Certificate delivered pursuant to Section 2.2 with respect
      to a particular Series of Securities, whenever for purposes of this Indenture
      any action may be taken by the Holders of a specified percentage in aggregate
      principal amount of Securities of all Series or all Series affected by a
      particular action at the time outstanding and, at such time, there are
      outstanding Securities of any Series which are denominated in a coin or currency
      other than Dollars (including ECUs), then the principal amount of Securities
      of
      such Series which shall be deemed to be outstanding for the purpose of taking
      such action shall be that amount of Dollars that could be obtained for such
      amount at the Market Exchange Rate at such time.  For purposes of this
Section 10.15, “Market Exchange Rate” shall mean the noon
      Dollar buying rate in New York City for cable transfers of that currency as
      published by the Federal Reserve Bank of New York; provided, however, in the
      case of ECUs, Market Exchange Rate shall mean the rate of exchange determined
      by
      the Commission of the European Union (or any successor thereto) as published
      in
      the Official Journal of the European Union (such publication or any successor
      publication, the “Journal”).  If such Market Exchange Rate is
      not available for any reason with respect to such currency, the Trustee shall
      use, in its sole discretion and without liability on its part, such quotation of
      the Federal Reserve Bank of New York or, in the case of ECUs, the rate of
      exchange as published in the Journal, as of the most recent available date,
      or
      quotations or, in the case of ECUs, rates of exchange from one or more major
      banks in The City of New York or in the country of issue of the currency in
      question or, in the case of ECUs, in Luxembourg or such other quotations or,
      in
      the case of ECUs, rates of exchange as the Trustee, upon consultation with
      the
      Company, shall deem appropriate.  The provisions of this paragraph
      shall apply in determining the equivalent principal amount in respect of
      Securities of a Series denominated in currency other than Dollars in connection
      with any action taken by Holders of Securities pursuant to the terms of this
      Indenture.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    (b)  All
      decisions and determinations of the Trustee regarding the Market Exchange Rate
      or any alternative determination provided for in the preceding paragraph shall
      be in its sole discretion and shall, in the absence of manifest error, be
      conclusive to the extent permitted by law for all purposes and irrevocably
      binding upon the Company and all Holders.

     

    Section
      10.16  Judgment
      Currency.

     

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

     

    ARTICLE
      11

    SINKING
      FUNDS

     

    Section
      11.1  Applicability
      of Article.


     

    (a)  The
      provisions of this ARTICLE shall be applicable to any sinking fund for the
      retirement of the Securities of a Series, except as otherwise permitted or
      required by any form of Security of such Series issued pursuant to this
      Indenture.

     

    (b)  The
      minimum amount of any sinking fund payment provided for by the terms of the
      Securities of any Series is herein referred to as a “Mandatory Sinking Fund
      Payment” and any other amount provided for by the terms of Securities of
      such Series is herein referred to as an “OPTIONAL SINKING FUND
      PAYMENT”.  If provided for by the terms of Securities of any
      Series, the cash amount of any sinking fund payment may be subject to reduction
      as provided in Section 11.2.  Each sinking fund payment
      shall be applied to the redemption of Securities of any Series as provided
      for
      by the terms of the Securities of such Series.

     

    Section
      11.2  Satisfaction
      of Sinking Fund Payments with Securities.

     

      The
      Company may, in satisfaction of all or any part of any sinking fund payment
      with
      respect to the Securities of any Series to be made pursuant to the terms of
      such
      Securities (1) deliver outstanding Securities of such Series to which such
      sinking fund payment is applicable (other than any of such Securities previously
      called for mandatory sinking fund redemption) and (2) apply as credit
      Securities of such Series to which such sinking fund payment is applicable
      and
      which have been redeemed either at the election of the Company pursuant to
      the
      terms of such Series of Securities (except pursuant to any mandatory sinking
      fund) or through the application of permitted Optional Sinking Fund Payments
      or
      other optional redemptions pursuant to the terms of such Securities; provided
      that such Securities have not been previously so credited.  Such
      Securities shall be received by the Trustee, together with an Officers’
Certificate with respect thereto, not later than 15 days prior to the date
      on
      which the Trustee begins the process of selecting Securities for redemption,
      and
      shall be credited for such purpose by the Trustee at the price specified in
      such
      Securities for redemption through operation of the sinking fund and the amount
      of such sinking fund payment shall be reduced accordingly.  If as a
      result of the delivery or credit of Securities in lieu of cash payments pursuant
      to this Section 11.2, the principal amount of Securities of such
      Series to be redeemed in order to exhaust the aforesaid cash payment shall
      be
      less than $100,000, the Trustee need not call Securities of such Series for
      redemption, except upon 

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    receipt
      of a Company Order that such action be taken, and such cash payment shall be
      held by the Trustee or a Paying Agent and applied to the next succeeding sinking
      fund payment; provided, however, that the Trustee or such Paying Agent shall
      from time to time upon receipt of a Company Order pay over and deliver to the
      Company any cash payment so being held by the Trustee or such Paying Agent
      upon
      delivery by the Company to the Trustee of Securities of that Series purchased
      by
      the Company having an unpaid principal amount equal to the cash payment required
      to be released to the Company.

     

    Section
      11.3  Redemption
      of Securities for Sinking Fund.

     

      Not
      less than 45 days (unless otherwise indicated in the Board Resolution,
      supplemental indenture hereto or Officers’ Certificate in respect of a
      particular Series of Securities) prior to each sinking fund payment date for
      any
      Series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing Mandatory Sinking Fund
      Payment for that Series pursuant to the terms of that Series, the portion
      thereof, if any, which is to be satisfied by payment of cash and the portion
      thereof, if any, which is to be satisfied by delivering and crediting of
      Securities of that Series pursuant to Section 11.2, and the optional
      amount, if any, to be added in cash to the next ensuing Mandatory Sinking Fund
      Payment, and the Company shall thereupon be obligated to pay the amount therein
      specified.  Not less than 30 days (unless otherwise indicated in the
      Board Resolution, supplemental indenture hereto or Officers’ Certificate in
      respect of a particular Series of Securities) before each such sinking fund
      payment date the Trustee shall select the Securities to be redeemed upon such
      sinking fund payment date in the manner specified in Section 3.2 and
      cause notice of the redemption thereof to be given in the name of and at the
      expense of the Company in the manner provided in
Section 3.3.  Such notice having been duly given, the
      redemption of such Securities shall be made upon the terms and in the manner
      stated in Sections 3.4, 3.5 and 3.6.

     

    ARTICLE
      12

    SUBORDINATION
      OF SECURITIES

     

    Section
      12.1  Agreement
      of Subordination.


     

    (a)  The
      Company covenants and agrees, and each Holder of Securities issued hereunder
      by
      his acceptance thereof likewise covenants and agrees, that all Securities shall
      be issued subject to the provisions of this ARTICLE 12; and each Person
      holding any Security, whether upon original issue or upon transfer, assignment
      or exchange thereof, accepts and agrees to be bound by such
      provisions.

     

    (b)  The
      payment of the principal of, premium, if any, and interest on all Securities
      (including, but not limited to, the redemption price with respect to the
      Securities called for redemption in accordance with ARTICLE 3 as provided
      in this Indenture) issued hereunder shall, to the extent and in the manner
      hereinafter set forth, be subordinated and subject in right of payment to the
      prior payment in full of all Senior Indebtedness, whether outstanding at the
      date of this Indenture or thereafter incurred.

     

    (c)  No
      provision of this ARTICLE 12 shall prevent the occurrence of any Default
      or Event of Default hereunder.

     

    Section
      12.2  Payments
      to Holders.


     

    (a)  No
      payment shall be made with respect to the principal of, or premium, if any,
      or
      interest on the Securities (including, but not limited to, the redemption price
      with respect to the Securities to be called for redemption in accordance with
      ARTICLE 3 as provided in this Indenture), except payments and
      distributions made by the Trustee as permitted by the first or second paragraph
      of Section 12.5, if:

     

    (i)  a
      default
      in the payment of principal, premium, interest, rent or other obligations due
      on
      any Senior Indebtedness occurs and is continuing (or, in the case of Senior
      Indebtedness for which there is a period of grace, in the event of such a
      default that continues beyond the period of grace, if any, specified in the
      instrument or lease evidencing such Senior Indebtedness), unless and until
      such
      default shall have been cured or waived or shall have ceased to exist;
      or

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    (ii)  a
      default, other than a payment default, on Designated Senior Indebtedness occurs
      and is continuing that then permits holders of such Designated Senior
      Indebtedness to accelerate its maturity and the Trustee receives a notice of
      the
      default (a “Payment Blockage Notice”) from a Representative or the
      Company.

     

    (b)  If
      the
      Trustee receives any Payment Blockage Notice pursuant to clause (ii) above,
      no subsequent Payment Blockage Notice shall be effective for purposes of this
      Section unless and until (A) at least 365 days shall have elapsed since the
      initial effectiveness of the immediately prior Payment Blockage Notice, and
      (B) all scheduled payments of principal, premium, if any, and interest on
      the Securities that have come due have been paid in full in cash.  No
      nonpayment default that existed or was continuing on the date of delivery of
      any
      Payment Blockage Notice to the Trustee shall be, or be made, the basis for
      a
      subsequent Payment Blockage Notice.

     

    (c)  The
      Company may and shall resume payments on and distributions in respect of the
      Securities upon the earlier of:

     

    (i)  the
      date
      upon which the default is cured or waived or ceases to exist, or

     

    (ii)  in
      the
      case of a default referred to in clause (a)(ii) above, 179 days pass after
      notice is received if the maturity of such Designated Senior Indebtedness has
      not been accelerated, unless this ARTICLE 12 otherwise prohibits the
      payment or distribution at the time of such payment or
      distribution.

     

    (d)  Upon
      any
      payment by the Company, or distribution of assets of the Company of any kind
      or
      character, whether in cash, property or securities, to creditors upon any
      dissolution or winding-up or liquidation or reorganization of the Company,
      whether voluntary or involuntary or in bankruptcy, insolvency, receivership
      or
      other proceedings, all amounts due or to become due upon all Senior Indebtedness
      shall first be paid in full in cash or other payment satisfactory to the holders
      of such Senior Indebtedness, or payment thereof in accordance with its terms
      provided for in cash or other payment satisfactory to the holders of such Senior
      Indebtedness, before any payment is made on account of the principal of,
      premium, if any, or interest on the Securities (except payments made pursuant
      to
ARTICLE 6 from monies deposited with the Trustee pursuant thereto prior
      to commencement of proceedings for such dissolution, winding-up, liquidation
      or
      reorganization); and upon any such dissolution or winding-up or liquidation
      or
      reorganization of the Company or bankruptcy, insolvency, receivership or other
      proceeding, any payment by the Company, or distribution of assets of the Company
      of any kind or character, whether in cash, property or securities, to which
      the
      Holders of the Securities or the Trustee would be entitled, except for the
      provision of this ARTICLE 12, shall (except as aforesaid) be paid by the
      Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
      or
      other Person making such payment or distribution, or by the Holders of the
      Securities or by the Trustee under this Indenture if received by them or it,
      directly to the holders of Senior Indebtedness (pro rata to such holders on
      the
      basis of the respective amounts of Senior Indebtedness held by such holders,
      or
      as otherwise required by law or a court order) or their representative or
      representatives, or to the trustee or trustees under any indenture pursuant
      to
      which any instruments evidencing any Senior Indebtedness may have been issued,
      as their respective interests may appear, to the extent necessary to pay all
      Senior Indebtedness in full, in cash or other payment satisfactory to the
      holders of such Senior Indebtedness, after giving effect to any concurrent
      payment or distribution to or for the holders of Senior Indebtedness, before
      any
      payment or distribution or provision therefor is made to the Holders of the
      Securities or to the Trustee.

     

    (e)  For
      purposes of this ARTICLE 12, the words, “cash, property or
      securities” shall not be deemed to include shares of stock of the Company
      as reorganized or readjusted, or securities of the Company or any other
      corporation provided for by a plan of reorganization or readjustment, the
      payment of which is subordinated at least to the extent provided in this
ARTICLE 12 with respect to the Securities to the payment of all Senior
      Indebtedness which may at the time be outstanding; provided that (i) the
      Senior Indebtedness is assumed by the new corporation, if any, resulting from
      any reorganization or readjustment, and (ii) the rights of the holders of
      Senior Indebtedness (other than leases which are not assumed by the Company
      or
      the new corporation, as the case may be) are not, without the consent of such
      holders, altered by such reorganization or readjustment.  The
      consolidation of the Company with, or the merger of the Company into, another
      corporation or the liquidation or dissolution of the Company following the
      conveyance or transfer of its property as an entirety, or substantially as
      an
      entirety, to another corporation upon the terms and conditions provided for
      in
ARTICLE 5 shall not be deemed a dissolution, 

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    winding-up,
      liquidation or reorganization for the purposes of this Section 12.2
      if such other corporation shall, as a part of such consolidation, merger,
      conveyance or transfer, comply with the conditions stated in ARTICLE
      5.

     

    (f)  In
      the
      event of the acceleration of the Securities because of an Event of Default,
      no
      payment or distribution shall be made to the Trustee or any Holder of Securities
      in respect of the principal of, premium, if any, or interest on the Securities
      (including, but not limited to, the redemption price with respect to the
      Securities called for redemption in accordance with ARTICLE 3 as provided
      in this Indenture), except payments and distributions made by the Trustee as
      permitted by the first or second paragraph of Section 12.5, until
      all Senior Indebtedness has been paid in full in cash or other payment
      satisfactory to the holders of Senior Indebtedness or such acceleration is
      rescinded in accordance with the terms of this Indenture.  If payment
      of the Securities is accelerated because of an Event of Default, the Company
      shall promptly notify holders of Senior Indebtedness of the acceleration at
      the
      address set forth in the notice from the Agent (or successor agent) to the
      Trustee as being the address to which the Trustee should send its notice
      pursuant to this Section 12.2, unless there are no payment
      obligations of the Company thereunder and all obligations thereunder to extend
      credit have been terminated or expired.

     

    (g)  In
      the
      event that, notwithstanding the foregoing provisions, any payment or
      distribution of assets of the Company of any kind or character, whether in
      cash,
      property or securities (including, without limitation, by way of setoff or
      otherwise), prohibited by the foregoing, shall be received by the Trustee or
      the
      Holders of the Securities before all Senior Indebtedness is paid in full in
      cash
      or other payment satisfactory to the holders of such Senior Indebtedness, or
      provision is made for such payment thereof in accordance with its terms in
      cash
      or other payment satisfactory to the holders of such Senior Indebtedness, such
      payment or distribution shall be held in trust for the benefit of and shall
      be
      paid over or delivered to the holders of Senior Indebtedness or their
      representative or representatives, or to the trustee or trustees under any
      indenture pursuant to which any instruments evidencing any Senior Indebtedness
      may have been issued, as their respective interests may appear, as calculated
      by
      the Company, for application to the payment of all Senior Indebtedness remaining
      unpaid to the extent necessary to pay all Senior Indebtedness in full in cash
      or
      other payment satisfactory to the holders of such Senior Indebtedness, after
      giving effect to any concurrent payment or distribution to or for the holders
      of
      such Senior Indebtedness.

     

    (h)  Nothing
      in this Section 12.2 shall apply to claims of, or payments to, the
      Trustee under or pursuant to Section 7.7.  This
Section 12.2 shall be subject to the further provisions of
Section 12.5.

     

    Section
      12.3  Subrogation
      of Securities and Relative Rights.


     

    (a)  Subject
      to the payment in full of all Senior Indebtedness, the rights of the Holders
      of
      the Securities shall be subrogated to the extent of the payments or
      distributions made to the holders of such Senior Indebtedness pursuant to the
      provisions of this ARTICLE 12 (equally and ratably with the holders of
      all indebtedness of the Company which by its express terms is subordinated
      to
      other indebtedness of the Company to substantially the same extent as the
      Securities are subordinated and is entitled to like rights of subrogation)
      to
      the rights of the holders of Senior Indebtedness to receive payments or
      distributions of cash, property or securities of the Company applicable to
      the
      Senior Indebtedness until the principal, premium, if any, and interest on the
      Securities shall be paid in full; and, for the purposes of such subrogation,
      no
      payments or distributions to the holders of the Senior Indebtedness of any
      cash,
      property or securities to which the Holders of the Securities or the Trustee
      would be entitled except for the provisions of this ARTICLE 12, and no
      payment over pursuant to the provisions of this ARTICLE 12, to or for the
      benefit of the holders of Senior Indebtedness by Holders of the Securities
      or
      the Trustee, shall, as between the Company, its creditors other than holders
      of
      Senior Indebtedness, and the Holders of the Securities, be deemed to be a
      payment by the Company to or on account of the Senior Indebtedness; and no
      payments or distributions of cash, property or securities to or for the benefit
      of the Holders of the Securities pursuant to the subrogation provisions of
      this
ARTICLE 12, which would otherwise have been paid to the holders of Senior
      Indebtedness shall be deemed to be a payment by the Company to or for the
      account of the Securities.  It is understood that the provisions of
      this ARTICLE 12 are and are intended solely for the purposes of defining
      the relative rights of the Holders of the Securities, on the one hand, and
      the
      holders of the Senior Indebtedness, on the other hand.

     

    (b)  Nothing
      contained in this ARTICLE 12 or elsewhere in this Indenture or in the
      Securities is intended to or shall impair, as among the Company, its creditors
      other than the holders of Senior Indebtedness, 

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    and
      the
      Holders of the Securities, the obligation of the Company, which is absolute
      and
      unconditional, to pay to the Holders of the Securities the principal of (and
      premium, if any) and interest on the Securities as and when the same shall
      become due and payable in accordance with their terms, or is intended to or
      shall affect the relative rights of the Holders of the Securities and creditors
      of the Company other than the holders of the Senior Indebtedness, nor shall
      anything herein or therein prevent the Trustee or the Holder of any Security
      from exercising all remedies otherwise permitted by applicable law upon default
      under this Indenture, subject to the rights, if any, under this ARTICLE
      12 of the holders of Senior Indebtedness in respect of cash, property or
      securities of the Company received upon the exercise of any such
      remedy.

     

    (c)  Upon
      any
      payment or distribution of assets of the Company referred to in this ARTICLE
      12, the Trustee, subject to the provisions of Section 7.1, and
      the Holders of the Securities shall be entitled to rely upon any order or decree
      made by any court of competent jurisdiction in which such bankruptcy,
      dissolution, winding-up, liquidation or reorganization proceedings are pending,
      or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
      agent or other Person making such payment or distribution, delivered to the
      Trustee or to the Holders of the Securities, for the purpose of ascertaining
      the
      Persons entitled to participate in such distribution, the holders of the Senior
      Indebtedness and other indebtedness of the Company, the amount thereof or
      payable thereon and all other facts pertinent thereto or to this ARTICLE
      12.

     

    Section
      12.4  Authorization
      to Effect Subordination.

     

      Each
      Holder of a Security by the holder’s acceptance thereof authorizes and directs
      the Trustee on the holder’s behalf to take such action as may be necessary or
      appropriate to effectuate the subordination as provided in this ARTICLE
      12 and appoints the Trustee to act as the holder’s attorney-in-fact for any
      and all such purposes.  If the Trustee does not file a proper proof of
      claim or proof of Debt in the form required in any proceeding referred to in
      Section 6.3 hereof at least 30 days before the expiration of the
      time to file such claim, the holders of any Senior Indebtedness or their
      representatives are hereby authorized to file an appropriate claim for and
      on
      behalf of the Holders of the Securities.

     

    Section
      12.5  Notice
      to Trustee.


     

    (a)  The
      Company shall give prompt written notice in the form of an Officers’ Certificate
      to a Responsible Officer of the Trustee and to any paying agent of any fact
      known to the Company which would prohibit the making of any payment of monies
      to
      or by the Trustee or any paying agent in respect of the Securities pursuant
      to
      the provisions of this ARTICLE 12.  Notwithstanding the
      provisions of this ARTICLE 12 or any other provision of this Indenture,
      the Trustee shall not be charged with knowledge of the existence of any facts
      which would prohibit the making of any payment of monies to or by the Trustee
      in
      respect of the Securities pursuant to the provisions of this ARTICLE 12,
      unless and until a Responsible Officer of the Trustee shall have received
      written notice thereof at the Corporate Trust Office from the Company (in the
      form of an Officers’ Certificate) or a Representative or a holder or holders of
      Senior Indebtedness or from any trustee thereof; and before the receipt of
      any
      such written notice, the Trustee, subject to the provisions of
Section 7.1, shall be entitled in all respects to assume that no
      such facts exist; provided that if on a date not fewer than two Business Days
      prior to the date upon which by the terms hereof any such monies may become
      payable for any purpose (including, without limitation, the payment of the
      principal of, or premium, if any, or interest on any Security) the Trustee
      shall
      not have received, with respect to such monies, the notice provided for in
      this
Section 12.5, then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      monies and to apply the same to the purpose for which they were received, and
      shall not be affected by any notice to the contrary which may be received by
      it
      on or after such prior date.

     

    (b)  Notwithstanding
      anything in this ARTICLE 12 to the contrary, nothing shall prevent any
      payment by the Trustee to the Holders of monies deposited with it pursuant
      to
Section 8.1, 8.3 or 8.4 and any such payment shall not be subject to
      the provisions of Section 12.1 or 12.2.

     

    (c)  The
      Trustee, subject to the provisions of Section 7.1, shall be entitled
      to rely on the delivery to it of a written notice by a Representative or a
      Person representing himself to be a holder of Senior Indebtedness (or a trustee
      on behalf of such holder) to establish that such notice has been given by a
      Representative or a holder of Senior Indebtedness or a trustee on behalf of
      any
      such holder or holders.  In the event that the Trustee determines in
      good faith that further evidence is required with respect to the right of any
      Person as a holder of Senior Indebtedness to participate in any payment or
      distribution pursuant to this ARTICLE 12, the Trustee may request


     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    such
      Person to furnish evidence to the reasonable satisfaction of the Trustee as
      to
      the amount of Senior Indebtedness held by such Person, the extent to which
      such
      Person is entitled to participate in such payment or distribution and any other
      facts pertinent to the rights of such Person under this ARTICLE 12, and
      if such evidence is not furnished the Trustee may defer any payment to such
      Person pending judicial determination as to the right of such Person to receive
      such payment.

     

    Section
      12.6  Trustee’s
      Relation to Senior Indebtedness.


     

    (a)  The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this ARTICLE 12 in respect of any Senior Indebtedness at any time held
      by it, to the same extent as any other holder of Senior Indebtedness, and
      nothing in Section 7.11 or elsewhere in this Indenture shall deprive
      the Trustee of any of its rights as such holder.

     

    (b)  With
      respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
      or to observe only such of its covenants and obligations as are specifically
      set
      forth in this ARTICLE 12, and no implied covenants or obligations with
      respect to the holders of Senior Indebtedness shall be read into this Indenture
      against the Trustee.  The Trustee shall not be deemed to owe any
      fiduciary duty to the holders of Senior Indebtedness and, subject to the
      provisions of Section 7.1, the Trustee shall not be liable to any
      holder of Senior Indebtedness if it shall pay over or deliver to Holders of
      Securities, the Company or any other Person money or assets to which any holder
      of Senior Indebtedness shall be entitled by virtue of this ARTICLE 12 or
      otherwise.

     

    Section
      12.7  No
      Impairment of Subordination.

     

      No
      right of any present or future holder of any Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be prejudiced
      or
      impaired by any act or failure to act on the part of the Company or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Company with the terms, provisions and covenants of this Indenture,
      regardless of any knowledge thereof which any such holder may have or otherwise
      be charged with.

     

    Section
      12.8  Article
      Applicable to Paying Agents.

     

      If
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term “Trustee” as used in this
      ARTICLE shall (unless the context otherwise requires) be construed as extending
      to and including such Paying Agent within its meaning as fully for all intents
      and purposes as if such Paying Agent were named in this ARTICLE in addition
      to
      or in place of the Trustee; provided, however, that the first paragraph of
      Section 12.5 shall not apply to the Company or any Affiliate of the
      Company if it or such Affiliate acts as Paying Agent.

     

    Section
      12.9  Senior
      Indebtedness Entitled to Rely.

     

      The
      holders of Senior Indebtedness (including, without limitation, Designated Senior
      Indebtedness) shall have the right to rely upon this ARTICLE 12, and no
      amendment or modification of the provisions contained herein shall diminish
      the
      rights of such holders unless such holders shall have agreed in writing
      thereto.

     

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

     

    
      	 	
              McMoRan
                EXPLORATION CO.

               

              By:           __________________________________________

              Name:                      Kathleen
                L. Quirk

              Title:           Senior
                Vice President and Treasurer

            
	 	
              [NAME
                OF TRUSTEE]

               

              By:           __________________________________________

              Name:       __________________________________________

              Title:         __________________________________________

            


    

    

      
        
              

          
          

        

        
          38