seniorindenture.htm


    EXHIBIT
4.7


     

    


     

    
      


       

      


    

    M/I
HOMES, INC.

    


    TO

    


    _____________________________

                                                                              
Trustee

     

    


    


    


    Indenture

    


    


    


    Dated as of
_________________

    


    


     

    


     



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    __________

     

    


    
      	 
      	 
      	
              Page

            
	
              Parties

            	 
      	
              1

            
	
              Recitals
      of the Company

            	 
      	
              1

            


    

    


    
      	 
      	
              ARTICLE
      ONE

            	 
      
	 
      	 
      	 
      
	 
      	
              DEFINITIONS
      AND OTHER PROVISIONS

            	 
      
	 
      	 
      	 
      
	
              SECTION
      101.

            	
              Definitions

            	
              1

            
	 
      	
              Act

            	
              2

            
	 
      	
              Affiliate;
      control

            	
              2

            
	 
      	
              Authenticating
      Agent

            	
              2

            
	 
      	
              Board
      of Directors

            	
              2

            
	 
      	
              Board
      Resolution

            	
              2

            
	 
      	
              Business
      Day

            	
              2

            
	 
      	
              Commission

            	
              2

            
	 
      	
              Common
      Stock

            	
              2

            
	 
      	
              Company

            	
              2

            
	 
      	
              Company
      Request; Company Order

            	
              2

            
	 
      	
              Corporate
      Trust Office

            	
              3

            
	 
      	
              Corporation

            	
              3

            
	 
      	
              Covenant
      Defeasance

            	
              3

            
	 
      	
              Defaulted
      Interest

            	
              3

            
	 
      	
              Defeasance

            	
              3

            
	 
      	
              Depositary

            	
              3

            
	 
      	
              Event
      of Default

            	
              3

            
	 
      	
              Exchange
      Act

            	
              3

            
	 
      	
              Expiration
      Date

            	
              3

            
	 
      	
              Global
      Security

            	
              3

            
	 
      	
              Holder

            	
              3

            
	 
      	
              Indenture

            	
              3

            
	 
      	
              Interest

            	
              3

            
	 
      	
              Interest
      Payment Date

            	
              3

            
	 
      	
              Investment
      Company Act

            	
              3

            
	 
      	
              Lien

            	
              3

            
	 
      	
              Maturity

            	
              4

            
	 
      	
              Notice
      of Default

            	
              4

            
	 
      	
              Officers’
      Certificate

            	
              4

            
	 
      	
              Opinion
      of Counsel

            	
              4

            
	 
      	
              Original
      Issue Discount Security

            	
              4

            
	 
      	
              Outstanding

            	
              4

            
	 
      	
              Paying
      Agent

            	
              5

            
	 
      	
              Person

            	
              5

            
	 
      	
              Place
      of Payment

            	
              5

            
	 
      	
              Predecessor
      Security

            	
              5

            
	 
      	
              Redemption
      Date

            	
              5

            
	 
      	
              Redemption
      Price

            	
              5

            
	 
      	
              Regular
      Record Date

            	
              6

            
	 
      	
              Responsible
      Officer

            	
              6

            
	 
      	
              Securities

            	
              6

            
	 
      	
              Securities
      Act

            	
              6

            
	 
      	
              Security
      Register; Security Registrar

            	
              6

            
	 
      	
              Special
      Record Date

            	
              6

            
	 
      	
              Stated
      Maturity

            	
              6

            
	 
      	
              Subsidiary

            	
              6

            
	 
      	
              Trust
      Indenture Act

            	
              6

            
	 
      	
              Trustee

            	
              6

            
	 
      	
              U.S.
      Government Obligation

            	
              7

            
	 
      	
              Vice
      President

            	
              7

            
	
              SECTION
      102.

            	
              Compliance
      Certificates and Opinions

            	
              7

            
	
              SECTION
      103.

            	
              Form
      of Documents Delivered to Trustee

            	
              7

            
	
              SECTION
      104.

            	
              Acts
      of Holders; Record Dates

            	
              8

            
	
              SECTION
      105.

            	
              Notices,
      Etc., to Trustee and Company

            	
              10

            
	
              SECTION
      106.

            	
              Notice
      to Holders; Waiver

            	
              10

            
	
              SECTION
      107.

            	
              Conflict
      with Trust Indenture Act

            	
              10

            
	
              SECTION
      108.

            	
              Effect
      of Headings and Table of Contents

            	
              11

            
	
              SECTION
      109.

            	
              Successors
      and Assigns

            	
              11

            
	
              SECTION
      110.

            	
              Separability
      Clause

            	
              11

            
	
              SECTION
      111.

            	
              Benefits
      of Indenture

            	
              11

            
	
              SECTION
      112.

            	
              Governing
      Law

            	
              11

            
	
              SECTION
      113.

            	
              Legal Holiday

            	
              11

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      TWO

            	 
      
	 
      	 
      	 
      
	 
      	
              SECURITY
      FORMS

            	 
      
	 
      	 
      	 
      
	
              SECTION
      201.

            	
              Forms Generally

            	
              11

            
	
              SECTION
      202.

            	
              Form
      of Face of Security

            	
              12

            
	
              SECTION
      203.

            	
              Form
      of Reverse of Security

            	
              13

            
	
              SECTION
      204.

            	
              Form
      of Legend for Global Securities

            	
              17

            
	
              SECTION
      205.

            	
              Form
      of Trustee’s Certificate of Authentication

            	
              17

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      THREE

            	 
      
	 
      	 
      	 
      
	 
      	
              THE
      SECURITIES

            	 
      
	 
      	 
      	 
      
	
              SECTION
      301.

            	
              Amount
      Unlimited; Issuable in Series

            	
              18

            
	
              SECTION
      302.

            	
              Denominations

            	
              20

            
	
              SECTION
      303.

            	
              Execution,
      Authentication, Delivery and Dating

            	
              20

            
	
              SECTION
      304.

            	
              Temporary
      Securities

            	
              22

            
	
              SECTION
      305.

            	
              Registration,
      Registration of Transfer and Exchange

            	
              22

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      306.

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities

            	
              24

            
	
              SECTION
      307.

            	
              Payment
      of Interest; Interest Rights Preserved

            	
              25

            
	
              SECTION
      308.

            	
              Persons
      Deemed Owners

            	
              26

            
	
              SECTION
      309.

            	
              Cancellation

            	
              26

            
	
              SECTION
      310.

            	
              Computation
      of Interest

            	
              26

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      FOUR

            	 
      
	 
      	 
      	 
      
	 
      	
              SATISFACTION
      AND DISCHARGE

            	 
      
	 
      	 
      	 
      
	
              SECTION
      401.

            	
              Satisfaction
      and Discharge of Indenture

            	
              27

            
	
              SECTION
      402.

            	
              Application
      of Trust Money

            	
              28

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      FIVE

            	 
      
	 
      	 
      	 
      
	 
      	
              REMEDIES

            	 
      
	 
      	 
      	 
      
	
              SECTION
      501.

            	
              Events
      of Default

            	
              28

            
	
              SECTION
      502.

            	
              Acceleration
      of Maturity; Rescission and Annulment

            	
              30

            
	
              SECTION
      503.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee

            	
              31

            
	
              SECTION
      504.

            	
              Trustee
      May File Proofs of Claim

            	
              32

            
	
              SECTION
      505.

            	
              Trustee
      May Enforce Claims Without Possession of Securities

            	
              32

            
	
              SECTION
      506.

            	
              Application
      of Money Collected

            	
              32

            
	
              SECTION
      507.

            	
              Limitation
      on Suits

            	
              33

            
	
              SECTION
      508.

            	
              Unconditional
      Right of Holders to Receive Principal, remium and Interest

            	
              33

            
	
              SECTION
      509.

            	
              Restoration
      of Rights and Remedies

            	
              33

            
	
              SECTION
      510.

            	
              Rights
      and Remedies Cumulative

            	
              34

            
	
              SECTION
      511.

            	
              Delay
      or Omission Not Waiver

            	
              34

            
	
              SECTION
      512.

            	
              Control
      by Holders

            	
              34

            
	
              SECTION
      513.

            	
              Waiver
      of Past Defaults

            	
              34

            
	
              SECTION
      514.

            	
              Undertaking
      for Costs

            	
              35

            
	
              SECTION
      515.

            	
              Waiver
      of Usury, Stay or Extension Laws

            	
              35

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      SIX

            	 
      
	 
      	 
      	 
      
	 
      	
              THE
      TRUSTEE

            	 
      
	 
      	 
      	 
      
	
              SECTION
      601.

            	
              Certain
      Duties and Responsibilities

            	
              35

            
	
              SECTION
      602.

            	
              Notice
      of Defaults

            	
              35

            
	
              SECTION
      603.

            	
              Certain
      Rights of Trustee

            	
              36

            
	
              SECTION
      604.

            	
              Not
      Responsible for Recitals or Issuance of Securities

            	
              37

            
	
              SECTION
      605.

            	
              May
      Hold Securities

            	
              37

            
	
              SECTION
      606.

            	
              Money
      Held in Trust

            	
              37

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      607.

            	
              Compensation
      and Reimbursement

            	
              37

            
	
              SECTION
      608.

            	
              Conflicting
      Interests

            	
              38

            
	
              SECTION
      609.

            	
              Corporate
      Trustee Required; Eligibility

            	
              38

            
	
              SECTION
      610.

            	
              Resignation
      and Removal; Appointment of Successor

            	
              38

            
	
              SECTION
      611.

            	
              Acceptance
      of Appointment by Successor

            	
              40

            
	
              SECTION
      612.

            	
              Merger,
      Conversion, Consolidation or Succession to Business

            	
              41

            
	
              SECTION
      613.

            	
              Preferential
      Collection of Claims Against Company

            	
              41

            
	
              SECTION
      614.

            	
              Appointment
      of Authenticating Agent

            	
              41

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      SEVEN

            	 
      
	 
      	 
      	 
      
	 
      	
              HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	 
      
	 
      	 
      	 
      
	
              SECTION
      701.

            	
              Company
      to Furnish Trustee Names and Addresses of Holders

            	
              42

            
	
              SECTION
      702.

            	
              Preservation
      of Information; Communications to Holders

            	
              43

            
	
              SECTION
      703.

            	
              Reports
      by Trustee

            	
              43

            
	
              SECTION
      704.

            	
              Reports
      by Company

            	
              43

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      EIGHT

            	 
      
	 
      	 
      	 
      
	 
      	
              CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

            	 
      
	 
      	 
      	 
      
	
              SECTION
      801.

            	
              Company
      May Consolidate, Etc., Only on Certain Terms

            	
              44

            
	
              SECTION
      802.

            	
              Successor
      Substituted

            	
              45

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      NINE

            	 
      
	 
      	 
      	 
      
	 
      	
              SUPPLEMENTAL
      INDENTURES

            	 
      
	 
      	 
      	 
      
	
              SECTION
      901.

            	
              Supplemental
      Indentures Without Consent of Holders

            	
              45

            
	
              SECTION
      902.

            	
              Supplemental
      Indentures With Consent of Holders

            	
              46

            
	
              SECTION
      903.

            	
              Execution
      of Supplemental Indentures

            	
              47

            
	
              SECTION
      904.

            	
              Effect
      of Supplemental Indentures

            	
              47

            
	
              SECTION
      905.

            	
              Conformity
      with Trust Indenture Act

            	
              47

            
	
              SECTION
      906.

            	
              Reference
      in Securities to Supplemental Indentures

            	
              48

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      TEN

            	 
      
	 
      	 
      	 
      
	 
      	
              COVENANTS

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1001.

            	
              Payment
      of Principal, Premium and Interest

            	
              48

            
	
              SECTION
      1002.

            	
              Maintenance
      of Office or Agency

            	
              48

            
	
              SECTION
      1003.

            	
              Money
      for Securities Payments to Be Held in Trust

            	
              48

            
	
              SECTION
      1004.

            	
              Statement
      by Officers as to Default

            	
              49

            
	
              SECTION
      1005.

            	
              Existence

            	
              50

            
	
              SECTION
      1006.

            	
              Maintenance
      of Properties

            	
              50

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      1007.

            	
              Payment
      of Taxes and Other Claims

            	
              50

            
	
              SECTION
      1008.

            	
              Waiver
      of Certain Covenants

            	
              50

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      ELEVEN

            	 
      
	 
      	 
      	 
      
	 
      	
              REDEMPTION
      OF SECURITIES

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1101.

            	
              Applicability
      of Article

            	
              51

            
	
              SECTION
      1102.

            	
              Election
      to Redeem; Notice to Trustee

            	
              51

            
	
              SECTION
      1103.

            	
              Selection
      by Trustee of Securities to Be Redeemed

            	
              51

            
	
              SECTION
      1104.

            	
              Notice
      of Redemption

            	
              52

            
	
              SECTION
      1105.

            	
              Deposit
      of Redemption Price

            	
              53

            
	
              SECTION
      1106.

            	
              Securities
      Payable on Redemption Date

            	
              53

            
	
              SECTION
      1107.

            	
              Securities
      Redeemed in Part

            	
              53

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      TWELVE

            	 
      
	 
      	 
      	 
      
	 
      	
              SINKING
      FUNDS

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1201.

            	
              Applicability
      of Article

            	
              54

            
	
              SECTION
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with Securities

            	
              54

            
	
              SECTION
      1203.

            	
              Redemption
      of Securities for Sinking Fund

            	
              54

            
	 
      	 
      	 
      
	 
      	
              ARTICLE
      THIRTEEN

            	 
      
	 
      	 
      	 
      
	 
      	
              DEFEASANCE
      AND COVENANT DEFEASANCE

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1301.

            	
              Company’s
      Option to Effect Defeasance or Covenant Defeasance

            	
              55

            
	
              SECTION
      1302.

            	
              Defeasance
      and Discharge

            	
              55

            
	
              SECTION
      1303.

            	
              Covenant
      Defeasance

            	
              55

            
	
              SECTION
      1304.

            	
              Conditions
      to Defeasance or Covenant Defeasance

            	
              56

            
	
              SECTION
      1305.

            	
              Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions

            	
              58

            
	
              SECTION
      1306.

            	
              Reinstatement

            	
              58

            
	 
      	 
      	 
      


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Certain
Sections of this Indenture relating to Sections 310 through
318,

    inclusive,
of the Trust Indenture Act of 1939:

    
      	
              Trust
      Indenture

              Act
      Section

            	 
      	
              Indenture
      Section

            
	
              §
      310(a)(1)

            	 
      	
              609

            
	
              (a)(2)

            	 
      	
              609

            
	
              (a)(3)

            	 
      	
              Not
      Applicable

            
	
              (a)(4)

            	 
      	
              Not
      Applicable

            
	
              (b)

            	 
      	
              608

            
	 
      	 
      	
              610

            
	
              §
      311(a)

            	 
      	
              613

            
	
              (b)

            	 
      	
              613

            
	
              §
      312(a)

            	 
      	
              701

            
	 
      	 
      	
              702

            
	
              (b)

            	 
      	
              702

            
	
              (c)

            	 
      	
              702

            
	
              §
      313(a)

            	 
      	
              703

            
	
              (b)

            	 
      	
              703

            
	
              (c)

            	 
      	
              703

            
	
              (d)

            	 
      	
              703

            
	
              §
      314(a)

            	 
      	
              704

            
	
              (a)(4)

            	 
      	
              101

            
	 
      	 
      	
              1004

            
	
              (b)

            	 
      	
              Not
      Applicable

            
	
              (c)(1)

            	 
      	
              102

            
	
              (c)(2)

            	 
      	
              102

            
	
              (c)(3)

            	 
      	
              Not
      Applicable

            
	
              (d)

            	 
      	
              Not
      Applicable

            
	
              (e)

            	 
      	
              102

            
	
              §
      315(a)

            	 
      	
              601

            
	
              (b)

            	 
      	
              602

            
	
              (c)

            	 
      	
              601

            
	
              (d)

            	 
      	
              601

            
	
              (e)

            	 
      	
              514

            
	
              §
      316(a)

            	 
      	
              101

            
	
              (a)(1)(A)

            	 
      	
              502

            
	 
      	 
      	
              512

            
	
              (a)(1)(B)

            	 
      	
              513

            
	
              (a)(2)

            	 
      	
              Not
      Applicable

            
	
              (b)

            	 
      	
              508

            
	
              (c)

            	 
      	
              104

            
	
              §
      317(a)(1)

            	 
      	
              503

            
	
              (a)(2)

            	 
      	
              504

            
	
              (b)

            	 
      	
              1003

            
	
              §
      318(a)

            	 
      	
              107

            


    

    ___________________

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE,
dated as of _________________, between M/I HOMES, INC., a corporation duly
organized and existing under the laws of the State of Ohio (herein called the
“Company”), having its principal office at 3 Easton Oval, Suite 500, Columbus,
Ohio 43219, and ___________________________, a ________________________________,
with its principal office in ________, __________, as Trustee (herein called the
“Trustee”).

     

    Recitals
of the Company

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the “Securities”), to be issued
in one or more series as provided in this Indenture.

     

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

     

    Now,
Therefore, This Indenture Witnesseth:

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of a series thereof, as
follows:

     

    ARTICLE
ONE

     

    Definitions
and Other Provisions

     

    of
General Application

     

    SECTION
101.                                Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities of one or more
series.

     

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

     

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

     

    “Business
Day”, when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.

     

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

     

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

     

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

     

    “Company
Request” or “Company Order“ means a written request or order signed in the name
of the Company by its Chairman of the Board, its Vice Chairman of the Board, 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 designated office of the Trustee at which at any
particular time its corporate trust business shall be administered.

     

    “Corporation”
means a corporation, association, company, joint-stock company, limited
liability company or business trust.

     

    “Covenant
Defeasance” has the meaning specified in Section 1303.

     

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

     

    “Defeasance”
has the meaning specified in Section 1302.

     

    “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301.

     

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

     

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

     

    “Expiration
Date” has the meaning specified in Section 104.

     

    “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as may
be specified as contemplated by Section 301 for such
Securities).

     

    “Holder”
means a Person in whose name a Security is registered in the Security
Register.

     

    “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.

     

    “interest”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

     

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

     

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

     

    “Lien”
means, with respect to any property or assets, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or
other security arrangement of any kind or nature whatsoever on or with respect
to such property or assets (including any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).

     

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

     

    “Notice
of Default” means a written notice of the kind specified in Section 501(4)
or 501(5).

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

     

    “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company, and who shall be acceptable to the Trustee.

     

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

     

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

     

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

     

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

     

    (3)           Securities
as to which Defeasance has been effected pursuant to Section 1302;
and

     

    (4)           Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall
be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

     

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

     

    “Person”
means any individual, corporation, bank, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     

    “Place of
Payment”, when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by
Section 301.

     

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

     

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

     

    “Redemption
Price”, when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.

     

    “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     

    “Responsible
Officer”, when used with respect to the Trustee, means the chairman or any vice
chairman of the board of directors, the chairman or any vice chairman of the
executive committee of the board of directors, the chairman of the trust
committee, the president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     

    “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.

     

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

     

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

     

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

     

    “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”
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any
contingency.

     

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed;  provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 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 Obligation” has the meaning specified in
Section 1304.

     

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

     

    SECTION
102.                                Compliance Certificates and
Opinions.

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this
Indenture.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in
Section 1004) shall include,

     

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

     

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

     

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

     

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

     

    SECTION
103.                                Form of Documents Delivered to
Trustee.

     

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

     

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

     

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

     

    SECTION
104.                                Acts of Holders; Record
Dates.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

     

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

     

    The
ownership of Securities shall be proved by the Security Register.

     

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

     

    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph.  If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided
that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     

    The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section
106.

     

    With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later
day;  provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

     

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

     

    SECTION
105.                                Notices, Etc., to Trustee and
Company.

     

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

     

    (1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Administration,
or

     

    (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at
any other address furnished in writing to the Trustee by the
Company.

     

    SECTION
106.                                Notice to Holders;
Waiver.

     

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

     

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

     

    SECTION
107.                                Conflict with Trust Indenture
Act.

     

    If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this
Indenture, the provision of the Trust Indenture Act shall control.  If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

     

    SECTION
108.                                Effect of Headings and Table of
Contents.

     

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

     

    SECTION
109.                                Successors and
Assigns.

     

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

     

    SECTION
110.                                Separability
Clause.

     

    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
111.                                Benefits of
Indenture.

     

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

     

    SECTION
112.                                Governing Law.

     

    This
Indenture and the Securities shall be governed by and construed in accordance
with the law of the State of _____________.

     

    SECTION
113.                                Legal Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

     

    ARTICLE
TWO

    


    Security
Forms

     

    SECTION
201.                                Forms Generally.

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution
thereof.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of
such Securities.

     

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

     

    SECTION
202.                                Form of Face of
Security.

     

    [Insert any legend required by
the Internal Revenue Code and the regulations thereunder.]

     

    M/I
Homes, Inc.

    __________________________________

    No.
______                                                                                     $ ______

     

    M/I Homes
Inc., a corporation duly organized and existing under the laws of Ohio (herein
called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _______________________, or registered assigns, the principal sum of
____________________________ Dollars on ________________ [if the Security is to bear interest
prior to Maturity, insert — , and to pay interest thereon from
____________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ___________ and ___________ in
each year, commencing ___________, at the rate of ____% per annum, until the
principal hereof is paid or made available for payment [if applicable, insert — ,
provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ____% per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand].  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
_________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     

    [If the Security is not to bear
interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment.  Interest on any overdue principal or
premium shall be payable on demand.  [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of _____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]]

     

    Payment
of the principal of (and premium, if any) and [if applicable, insert —
any such] interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in Columbus, Ohio, or New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts [if applicable, insert —
; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register].

     

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

     

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

     

    In
Witness Whereof, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    Dated:

    


                    M/I Homes,
Inc.

    


                    By                                                      

    Attest:

    


    
__________________________________

    


    


    SECTION
203.                                Form of Reverse of
Security.

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of __________ (herein called the “Indenture”, which term
shall have the meaning assigned to it in such instrument), between the Company
and __________________, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof [if applicable, insert —,
limited in aggregate principal amount to $_________].

     

    [If applicable, insert —
The Securities of this series are subject to redemption upon not less than 30
days’ notice by mail, [if applicable, insert —
(1) on __________ in any year commencing with the year ____ and ending with
the year ____ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert —
on or after _________],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert —
on or before _____________, ___%, and if redeemed] during the 12-month period
beginning ____________ of the years indicated,

     

    
      	
              
                Year

              

            	 	
              
                Redemption

                Price

              

            	 	
              
                Year

              

            	 	
              
                Redemption

                Price

              

            
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


    

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

     

    [If applicable, insert —
The Securities of this series are subject to redemption upon not less than
30 days’ notice by mail, (1) on ___________ in any year commencing with the
year ___ and ending with the year ____ through operation of the sinking fund for
this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below, and (2) at any time [if applicable, insert —
on or after _______], as
a whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ___________ of the years
indicated,

     

    
      	
              Year

            	 	
              
                Redemption
      Price

                For
      Redemption

                Through
      Operation

                of
      the

                Sinking
      Fund

              

            	 	
              
                Redemption
      Price For

                Redemption
      Otherwise

                Than
      Through Operation

                of
      the Sinking Fund

              

            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


    

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

     

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

     

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

     

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

     

    [If applicable, insert —
The Indenture contains provisions for defeasance at any time of [the entire indebtedness of
this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain
conditions set forth in the Indenture.]

     

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

     

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

     

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

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     

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

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     

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

     

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

     

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

     

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

     

    SECTION
204.                                Form of Legend for Global
Securities.

     

    Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered 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 a Depositary or a nominee thereof.
This Security may not be exchanged in whole or in part for a Security
registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.

     

    SECTION
205.                                Form of Trustee’s Certificate of
Authentication.

     

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

     

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

     

    ___________________________,

     

    As
Trustee

     

    


     

    By_________________________

     

    Authorized
Officer

     

    
      
        
        

      

      
        
          

        

      

       

    

    ARTICLE
THREE

     

    The
Securities

     

    SECTION
301.                                Amount Unlimited; Issuable in
Series.

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

     

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

     

    (2)           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 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered
hereunder);

     

    (3)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

     

    (4)           the
date or dates on which the principal of any Securities of the series is
payable;

     

    (5)           the
rate or rates at which any Securities of the series shall bear interest, if any,
the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;

     

    (6)           the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable or where the Securities of the series
may be surrendered for conversion or exchange;

     

    (7)           the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;

     

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

     

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

     

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

     

    (11)           if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101;

     

    (12)           if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or
more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);

     

    (13)           if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to
Section 502;

     

    (14)           if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);

     

    (15)           if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

     

    (16)           if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 204 and any circumstances in addition to or in
lieu of those set forth in Clause (2) of the last paragraph of Section 305
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

     

    (17)           any
addition to or change in the Events of Default which applies 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 502;

     

    (18)           any
addition to or change in the covenants set forth in Article Ten which applies to
Securities of the series;

     

    (19)           any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5));
and

     

    (20)           the
terms of any right to convert or exchange Securities of the series, either at
the election of the Holder thereof or the Company, into or for shares of Common
Stock of the Company or other securities or property, including, without
limitation, the period or periods within which and the price or prices
(including adjustments thereto) at which any Securities of the series shall be
converted or exchanged, in whole or in part, and any other provision in addition
to or in lieu of those set forth in this Indenture.

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

     

    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.

     

    SECTION
302.                                Denominations.

     

    The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

     

    SECTION
303.                                Execution, Authentication, Delivery
and Dating.

     

    The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

     

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

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

     

    (1)           if
the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;

     

    (2)           if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and

     

    (3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.

     

    If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    SECTION
304.                                Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     

    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series and tenor.

     

    SECTION
305.                                Registration, Registration of
Transfer and Exchange.

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

     

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

     

    At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

     

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

     

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

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

     

    If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

    The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

     

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

     

    (2)           Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301.

     

    (3)           Subject
to Clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

     

    (4)           Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

     

    Neither
the Company nor the Trustee will have any responsibility or obligation to any
Depository, participant, or beneficial owner of any Global Security with respect
to (i) the accuracy of any records maintained by the Depository or any
Depository participant; (ii) the payment by the Depository or any Depository
participant of any amount due to any beneficial owner in respect of the
Securities; (iii) the delivery of any notice by the Depository or any Depository
participant to any beneficial owner; (iv) the selection of the beneficial owners
to receive payment in the event of any partial redemption of the Securities; or
(v) any other action taken by the Depository or any Depository
participant.

     

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

     

    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.

     

    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 the Trustee shall authenticate and
deliver, 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.

     

    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.

     

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

     

    Every new
Security 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.

     

    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
307.                                Payment of Interest; Interest Rights
Preserved.

     

    Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest.

     

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

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).

     

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

     

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

     

    SECTION
308.                                Persons Deemed
Owners.

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    SECTION
309.                                Cancellation.

     

    All
Securities surrendered for payment, redemption, purchase, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it.  The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities held by the Trustee shall be
disposed of in accordance with the Trustee’s standard procedures unless directed
otherwise by a Company Order.

     

    SECTION
310.                                Computation of
Interest.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

     

    
      
        
        

      

      
        
          

        

      

      ARTICLE
FOUR

    

     

    Satisfaction
and Discharge

     

    SECTION
401.                                Satisfaction and Discharge of
Indenture.

     

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

     

    (1)           either

     

    (A)           all
Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

     

    (B)           all
such Securities not theretofore delivered to the Trustee for
cancellation

     

    (i)           have
become due and payable, or

     

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

     

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

     

    and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

     

    SECTION
402.                                Application of Trust
Money.

     

    Subject
to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 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 any premium and
interest for whose payment such money has been deposited with the
Trustee.

     

    ARTICLE
FIVE

     

    Remedies

     

    SECTION
501.                                Events of
Default.

     

    “Event of
Default”, wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

     

    (1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days;
provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any Officers’ Certificate or indenture
supplemental hereto shall not constitute a default in the payment of interest
for this purpose; or

     

    (2)           default
in the payment of the principal of or any premium on any Security of that series
at its Maturity; or

     

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

     

    (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 10% 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

     

    (5)           a
default under any bond, debenture, note or other evidence of indebtedness for
money borrowed by the Company (including a default with respect to Securities of
any series other than that series), or under any mortgage, indenture or
instrument (including this Indenture) under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company, having an aggregate principal amount outstanding of at least $25
million, whether such indebtedness now exists or shall hereafter be created,
which default (A) shall constitute a failure to pay any portion of the principal
of such indebtedness when due and payable after the expiration of any applicable
grace period with respect thereto or (B) shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without, in the case of
Clause (A), such indebtedness having been discharged or without, in the case of
Clause (B), such indebtedness having been discharged or such acceleration
having been rescinded or annulled, in each such case within a period of
10 days after there shall have 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 10% in principal amount of the Outstanding Securities of that series
a written notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled, as the case may be, and stating that such notice is a “Notice of
Default” hereunder; provided,
however, that, subject to the provisions of Sections 601 and 602,
the Trustee shall not be deemed to have knowledge of such default unless either
(A) a Responsible Officer of the Trustee shall have actual knowledge of
such default or (B) the Trustee shall have received written notice thereof
from the Company, from any Holder, from the holder of any such indebtedness or
from the trustee under any such mortgage, indenture or other instrument;
or

     

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

     

    (7)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance
of any such action;

     

    (8)           any
other Event of Default provided with respect to Securities of that series;
or

     

    (9)           if
the Securities of that series are convertible or exchangeable into or for shares
of Common Stock of the Company or other Securities, cash or other property
pursuant to any supplemental indenture, Board Resolution or other instrument
authorizing Securities of that series, failure by the Company to convert such
Securities.

     

    SECTION
502.                                Acceleration of Maturity; Rescission
and Annulment.

     

    If an
Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, 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 of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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) shall become
immediately due and payable.  If an Event of Default specified in
Section 501(6) or 501 (7) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in 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

     

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

     

    (A)           all
overdue interest on all Securities of that series,

     

    (B)           the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any 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 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

     

    (2)           all
Events of Default with respect to Securities of that series, other than the
non-payment 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 513.

     

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

     

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

     

    The
Company covenants that if

     

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

     

    (2)           default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof,

     

    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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on 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 an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series under this
Indenture 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
504.                                Trustee May File Proofs of
Claim.

     

    In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
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 607.

     

    No
provision of this Indenture 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; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.

     

    SECTION
505.                                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
506.                                Application of Money
Collected.

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium 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 607;
and

     

    SECOND:  To
the payment of the amounts then due and unpaid for principal of and any premium
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 any premium and interest, respectively.

     

    SECTION
507.                                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

     

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

     

    (2)           the
Holders of 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;

     

    (3)           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;

     

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

     

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

     

    
      	
              SECTION
      508.

            	
              Unconditional Right of Holders
      to Receive Principal, Premium 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 any premium and (subject to Section 307) interest on such Security
on the respective 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
509.                                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
510.                                Rights and Remedies
Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, 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
511.                                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 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
512.                                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

     

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

     

    (2)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in connection therewith,
and

     

    (3)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

     

    SECTION
513.                                Waiver of Past
Defaults.

     

    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

     

    (1)           in
the payment of the principal of or any premium or interest on any Security of
such series, or

     

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

     

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

     

    SECTION
514.                                Undertaking for
Costs.

     

    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, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.

     

    SECTION
515.                                Waiver of Usury, Stay or Extension
Laws.

     

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

     

    ARTICLE
SIX

     

    The
Trustee

     

    SECTION
601.                                Certain Duties and
Responsibilities.

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     

    SECTION
602.                                Notice of
Defaults.

     

    If a
default occurs hereunder with respect to Securities of any series and is known
to the Trustee, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that
in the case of any default of the character specified in Section 501(3)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof.  For
the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

     

    SECTION
603.                                Certain Rights of
Trustee.

     

    Subject
to the provisions of Section 601:

     

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

     

    (2)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board
of Directors shall be sufficiently evidenced by a Board Resolution;

     

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

     

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

     

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

     

    (6)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;
and

     

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

     

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

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    SECTION
605.                                May Hold
Securities.

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

     

    SECTION
606.                                Money Held in
Trust.

     

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

     

    SECTION
607.                                Compensation and
Reimbursement.

     

    The
Company agrees

     

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

     

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

     

    (3)           to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except any such loss,
liability or expense as may be attributable to the Trustee’s failure to act in
accordance with its obligations under the Trust Indenture Act or its bad
faith.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
or funds collected by it pursuant to Article V, except funds held in trust for
the benefit of the Holders of particular Securities.  Any compensation
or expense incurred by the Trustee after a default specified by Section 501(6)
or Section 501(7) is intended to constitute an expense of administration under
any then applicable bankruptcy or insolvency law.  “Trustee” for
purposes of this Section includes any predecessor Trustee, and, if there are
separate Trustees for various series of Securities, such term shall refer to
each Trustee, but shall not be construed to attribute the negligence or bad
faith of any Trustee to the rights of any other Trustee
hereunder.  The provisions of this Section shall survive the
satisfaction and discharge of this Indenture, and the resignation or removal of
the Trustee.

     

    SECTION
608.                                Conflicting
Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.  To the extent permitted
by such Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of
more than one series.

     

    SECTION
609.                                Corporate Trustee Required;
Eligibility.

     

    There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series.  Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000.  If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at
any time the Trustee with respect to the Securities of any series shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     

    SECTION
610.                                Resignation and Removal; Appointment
of Successor.

     

    No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     

    The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     

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

     

    If at any
time:

     

    (1)           the
Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or

     

    (2)           the
Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder,
or

     

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

     

    then, in
any such case, (A) the Company may remove the Trustee with respect to all
Securities, or (B) subject to Section 514, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.

     

    If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section
611.  If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company.  If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     

    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in
Section 106.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

     

    SECTION
611.                                Acceptance of Appointment by
Successor.

     

    In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of all sums owed
the Trustee under Section 607, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and, unless applied to the payment of sums owed the Trustee under Section 607,
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     

    In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an instrument or indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such instrument or supplemental indenture
shall constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

    Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

     

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

     

    SECTION
612.                                Merger, Conversion, Consolidation or
Succession to Business.

     

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

     

    SECTION
613.                                Preferential Collection of Claims
Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    SECTION
614.                                Appointment of Authenticating
Agent.

     

    The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     

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

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     

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

     

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

     

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

     

     

    
    

     

    
      	 	
               

            	, 
	 	As Trustee	 
	 	 	 
	 By	 	, 
	 	
              As Authenticating
      Agent 

            	 
	 	 	 
	 By	 	, 
	 	
              Authorized Officer 

            	 


    

     

    


    ARTICLE
SEVEN

     

    Holders’
Lists and Reports by Trustee and Company

     

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

     

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

     

    (1)           semi-annually,
not later than __________ and __________ in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Securities of each series as of the preceding __________ or __________, as the
case may be, and

     

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

     

    excluding from any such list
names and addresses received by the Trustee in its capacity as Security
Registrar.  If there are no names or addresses in addition to those
received by the Trustee in its capacity as Security Registrar, the Company need
not furnish any list pursuant to this Section 701.

     

    SECTION
702.                                Preservation of Information;
Communications to Holders.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so
furnished.

     

    The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture
Act.

     

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

     

    


    


    


    


    SECTION
703.                                Reports by
Trustee.

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company.  The Company will notify the
Trustee when any Securities are listed on any stock exchange.

     

    SECTION
704.                                Reports by
Company.

     

    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

     

    ARTICLE
EIGHT

     

    Consolidation,
Merger, Conveyance, Transfer or Lease

     

    SECTION
801.                                Company May Consolidate, Etc., Only
on Certain Terms.

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

     

    (1)           in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and any premium and interest on all
the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed;

     

    (2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing;

     

    (3)           if,
as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a Lien which
would not be permitted by this Indenture, the Company or such successor Person,
as the case may be, shall take such steps as shall be necessary effectively to
secure the Securities equally and ratably with (or prior to) all indebtedness
secured thereby; and

     

    (4)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture complies with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    SECTION
802.                                Successor
Substituted.

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     

    ARTICLE
NINE

     

    Supplemental
Indentures

     

    SECTION
901.                                Supplemental Indentures Without
Consent of Holders.

     

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

     

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

     

    (2)           to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

     

    (3)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or

     

    (4)           to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form; or

     

    (5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities,  provided that any such
addition, change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no such Security Outstanding;
or

     

    (6)           to
secure the Securities;

     

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

     

    (8)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or

     

    (9)           to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this
Indenture,  provided that such action
pursuant to this Clause (9) shall not adversely affect the interests of the
Holders of Securities of any series in any material respect; or

     

    (10)           to
make provision with respect to the conversion rights of Holders, including
providing for the conversion of the Securities into any security or property
(other than the Common Stock of the Company).

     

    SECTION
902.                                Supplemental Indentures With Consent
of Holders.

     

    With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

     

    (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date); or

     

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

     

    (3)           modify
any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(8); or

     

    (4)           make
any change that adversely affects the right to convert any Security of any
series pursuant to Section 301 (except as permitted by Section 901) or decrease
the conversion rate or increase the conversion price of any such Security of
such series.

     

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

     

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

     

    SECTION
903.                                Execution of Supplemental
Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture 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 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    SECTION
904.                                Effect of Supplemental
Indentures.

     

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

     

    SECTION
905.                                Conformity with Trust Indenture
Act.

     

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

     

    SECTION
906.                                Reference in Securities to
Supplemental Indentures.

     

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

     

    ARTICLE
TEN

     

    Covenants

     

    SECTION
1001.                                Payment of Principal, Premium and
Interest.

     

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

     

    SECTION
1002.                                Maintenance of Office or
Agency.

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer, exchange, or conversion and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served.  The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     

    SECTION
1003.                                Money for Securities Payments to Be
Held in Trust.

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

     

    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

     

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

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

     

    SECTION
1004.                                Statement by Officers as to
Default.

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate complying with Section 314(a)(4) of the Trust Indenture Act, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

     

    SECTION
1005.                                Existence.

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the
Holders.

     

    SECTION
1006.                                Maintenance of
Properties.

     

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

     

    SECTION
1007.                                Payment of Taxes and Other
Claims.

     

    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     

    SECTION
1008.                                Waiver of Certain
Covenants.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(18), 901(2) or
901(7) for the benefit of the Holders of such series or in any of
Sections 1006 to 1007, inclusive, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

     

    ARTICLE
ELEVEN

     

    Redemption
of Securities

     

    SECTION
1101.                                Applicability of
Article.

     

    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for such Securities) in accordance with this
Article.

     

    SECTION
1102.                                Election to Redeem; Notice to
Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.  In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be
redeemed.  In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such
restriction.

     

    SECTION
1103.                                Selection by Trustee of Securities
to Be Redeemed.

     

    If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.  If less than all the Securities of such series and
of a specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

     

    The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

     

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

     

    If
Securities of any series selected for partial redemption are converted in part
before termination of the conversion right with respect to the portion of the
Securities of such series so selected, the converted portion of the Securities
of such series shall be deemed (so far as may be) to be the portion selected for
redemption.  Securities (or portions thereof) which have been
converted during a selection of Securities of such series to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such
selection.  In any case where more than one Security of such series of
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security of such series.

     

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

     

    SECTION
1104.                                Notice of
Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date,

     

    (2)           the
Redemption Price,

     

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

     

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

     

    (5)           the
place or places where each such Security is to be surrendered for payment of the
Redemption Price, and

     

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

     

    (7)           if
applicable, the conversion rate or price, the date on which the right to convert
the Securities of such series to be redeemed will terminate and the place or
places where such Securities may be surrendered for conversion.

     

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

     

    SECTION
1105.                                Deposit of Redemption
Price.

     

    Prior to
any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

     

    If any
Security called for redemption is converted into Common Stock of the Company,
any money deposited with the Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Security shall be paid to the
Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

     

    SECTION
1106.                                Securities Payable on Redemption
Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by
Section 301, installments of interest whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 307.

     

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

     

    SECTION
1107.                                Securities Redeemed in
Part.

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

     

    


    


    


    ARTICLE
TWELVE

     

    Sinking
Funds

     

    SECTION
1201.                                Applicability of Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

     

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

     

    SECTION
1202.                                Satisfaction of Sinking Fund
Payments with Securities.

     

    The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed or purchased by the Company pursuant to any
sinking fund or analogous provisions or at the option of the Holder, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided
that the Securities to be so credited have not been previously so
credited.  The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     

    SECTION
1203.                                Redemption of Securities for Sinking
Fund.

     

    Not less
than 45 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner
provided in Section 1104.  Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

     

    ARTICLE
THIRTEEN

     

    Defeasance
and Covenant Defeasance

     

    SECTION
1301.                                Company’s Option to Effect
Defeasance or Covenant Defeasance.

     

    The
Company may elect, at its option at any time, to have Section 1302 or Section
1303 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article.  Any such election shall be evidenced by a
Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities.

     

    SECTION
1302.                                Defeasance and
Discharge.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called
“Defeasance”).  For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of such Securities to receive, solely from the trust fund described
in Section 1304 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article.  Subject to compliance with this Article, the Company
may exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

     

    SECTION
1303.                                Covenant
Defeasance.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Section 801(3),
Sections 1006 through 1007, inclusive, and any covenants provided pursuant
to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in
Sections 501(4) (with respect to any of Section 801(3),
Sections 1006 through 1007, inclusive, and any such covenants provided
pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be
deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of
Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected
thereby.

     

    SECTION
1304.                                Conditions to Defeasance or Covenant
Defeasance.

     

    The
following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may
be:

     

    (1)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the terms of
this Indenture and such Securities.  As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of
the United States of America for the payment of which the full faith and credit
of the United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
U.S. Government Obligation which is specified in Clause (x) above and held by
such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary
receipt.

     

    (2)           In
the event of an election to have Section 1302 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

     

    (3)           In
the event of an election to have Section 1303 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

     

    (4)           The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

     

    (5)           No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(6) and (7), at any time on or prior to
the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).

     

    (6)           Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

     

    (7)           Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.

     

    (8)           Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.

     

    (9)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

     

    
      	
              SECTION
      1305.

            	
              Deposited Money and U.S.
      Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

     

    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     

    SECTION
1306.                                Reinstatement.

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Securities in
accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    M/I
HOMES, INC.

    


    


    By:                                                           

    Print
Name:                                                           

    Title:                                                           

    


     

    Attest:

    


    


    _________________________________
Print
Name:                                      

    Title:                                                

    


    [Trustee]

    


    


    By:                                                           

    Print
Name:                                                           

    Title:                                                           


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    State of
Ohio                )

    )  ss.:

    County of
Franklin        )

    


    


    On the
____ day of _____________, before me personally came __________________, to me
known, who, being by me duly sworn, did depose and say that he/she is
________________ of M/I Homes, Inc., one of the corporations described in and
which executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like
authority.

     

    


    State
of                     )

    )  ss.:

    County
of                  )

    


    


    On the
____ day of ______________, before me personally came __________________, to me
known, who, being by me duly sworn, did depose and say that he/she is
__________________ of [Name of Trustee], one of the corporations described in
and which executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like
authority.