ex4_22.htm


    
EXHIBIT 4.22


       

       

      
        

        

      

       

      TETRA
TECHNOLOGIES, INC.

       

      


       

      AND

       

      


       

      WELLS
FARGO BANK, NATIONAL ASSOCIATION

       

      Trustee

       

      ____________________________________________

       

      


       

      INDENTURE

       

      


       

      DATED
AS OF ________ __, 20__

       

      


       

      


       

      ____________________________________________

       

      


       

      SUBORDINATED
DEBT SECURITIES

       

       


      
        
          
             

          

           


        

        
           


          
          

          
            

            

          

        

        
           


        

      


      TETRA
TECHNOLOGIES, INC.

       

      RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,

       

      AND
INDENTURE, DATED AS OF ________ __, 20__

      
 

      
        
          	
                  TRUST
      INDENTURE ACT SECTION

                	
                  INDENTURE
      SECTION

                
	
                  Section
      310(a)(1)

                	
                  6.9

                
	
                      
      (a)(2)

                	
                  6.9

                
	
                      
      (a)(3)

                	
                  Not
      Applicable

                
	
                      
      (a)(4)

                	
                  Not
      Applicable

                
	
                      
      (a)(5)

                	
                  6.9

                
	
                      
      (b)

                	
                  6.8

                
	
                  Section
      311

                	
                  6.13

                
	
                  Section
      312(a)

                	
                  7.1,
      7.2(a)

                
	
                      
      (b)

                	
                  7.2(b)

                
	
                      
      (c)

                	
                  7.2(c)

                
	
                  Section
      313(a)

                	
                  7.3

                
	
                      
      (b)

                	
                  *

                
	
                      
      (c)

                	
                  *

                
	
                      
      (d)

                	
                  7.3

                
	
                  Section
      314(a)

                	
                  7.4

                
	
                      
      (a)(4)

                	
                  10.5

                
	
                      
      (b)

                	
                  Not
      Applicable

                
	
                      
      (c)(1)

                	
                  1.3

                
	
                      
      (c)(2)

                	
                  1.3

                
	
                      
      (c)(3)

                	
                  Not
      Applicable

                
	
                      
      (d)

                	
                  Not
      Applicable

                
	
                      
      (e)

                	
                  1.3

                
	
                  Section
      315(a)

                	
                  6.1(a)

                
	
                      
      (b)

                	
                  6.2

                
	
                      
      (c)

                	
                  6.1(b)

                
	
                      
      (d)

                	
                  6.1(c)

                
	
                      
      (d)(1)

                	
                  6.1(a)(1)

                
	
                      
      (d)(2)

                	
                  6.1(c)(2)

                
	
                      
      (d)(3)

                	
                  6.1(c)(3)

                
	
                      
      (e)

                	
                  5.14

                
	
                  Section
      316(a)

                	
                  1.1,
      1.2

                
	
                      
      (a)(1)(A)

                	
                  5.2,
      5.12

                
	
                      
      (a)(1)(B)

                	
                  5.13

                
	
                      
      (a)(2)

                	
                  Not
      Applicable

                
	
                      
      (b)

                	
                  5.8

                
	
                      
      (c)

                	
                  1.5(f)

                


           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          	  TRUST
      INDENTURE ACT SECTION	  INDENTURE
      SECTION
	
                  Section
      317(a)(1)

                	
                  5.3

                
	
                      
      (a)(2)

                	
                  5.4

                
	
                      
      (b)

                	
                  10.3

                
	
                  Section
      318(a)

                	
                  1.8

                


        

      

      


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

       

      * Deemed included
pursuant to Section 318(c) of the Trust Indenture Act

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      

        
          	
                  ARTICLE ONE
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                	
                  1

                
	
                  Section
      1.1.    

                	
                  Definitions

                	
                  1

                
	
                  Section
      1.2.    

                	
                  Incorporation
      by Reference of Trust Indenture Act

                	
                  8

                
	
                  Section
      1.3.    

                	
                  Compliance
      Certificates and Opinions

                	
                  8

                
	
                  Section
      1.4.    

                	
                  Form of
      Documents Delivered to Trustee

                	
                  9

                
	
                  Section
      1.5.    

                	
                  Acts of
      Holders; Record Dates

                	
                  9

                
	
                  Section
      1.6.    

                	
                  Notices,
      Etc., to Trustee, Company and Guarantors

                	
                  10

                
	
                  Section
      1.7.    

                	
                  Notice to
      Holders; Waiver

                	
                  11

                
	
                  Section
      1.8.    

                	
                  Conflict with
      Trust Indenture Act

                	
                  11

                
	
                  Section
      1.9.    

                	
                  Effect of
      Headings and Table of Contents

                	
                  12

                
	
                  Section
      1.10.    

                	
                  Successors
      and Assigns

                	
                  12

                
	
                  Section
      1.11.    

                	
                  Separability
      Clause

                	
                  12

                
	
                  Section
      1.12.    

                	
                  Benefits of
      Indenture

                	
                  12

                
	
                  Section
      1.13.    

                	
                  Force
      Majeure

                	
                  12

                
	
                  Section
      1.14.    

                	
                  Waiver of
      Jury Trial

                	
                  12

                
	
                  Section
      1.15.    

                	
                  Governing
      Law

                	
                  12

                
	
                  Section
      1.16.    

                	
                  Legal
      Holidays

                	
                  12

                
	
                  Section
      1.17.    

                	
                  Securities in
      a Composite Currency, Currency Unit or Foreign Currency

                	
                  13

                
	
                  Section
      1.18.    

                	
                  Payment in
      Required Currency; Judgment Currency

                	
                  13

                
	
                  Section
      1.19.    

                	
                  Language of
      Notices, Etc.

                	
                  14

                
	
                  Section
      1.20.    

                	
                  Incorporators,
      Shareholders, Officers and Directors of the Company and the Guarantors
      Exempt from Individual Liability

                	
                  14

                
	
                  ARTICLE TWO
      SECURITY FORMS

                	
                  14

                
	
                  Section
      2.1.    

                	
                  Forms
      Generally

                	
                  14

                
	
                  Section
      2.2.    

                	
                  Form of Face
      of Security

                	
                  14

                
	
                  Section
      2.3.    

                	
                  Form of
      Reverse of Security

                	
                  17

                
	
                  Section
      2.4.    

                	
                  Global
      Securities

                	
                  21

                
	
                  Section
      2.5.    

                	
                  Form of
      Trustee’s Certificate of Authentication

                	
                  22

                
	
                  ARTICLE THREE
      THE SECURITIES

                	
                  22

                
	
                  Section
      3.1.    

                	
                  Amount
      Unlimited; Issuable in Series

                	
                  22

                
	
                  Section
      3.2.    

                	
                  Denominations

                	
                  24

                
	
                  Section
      3.3.    

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  25

                
	
                  Section
      3.4.    

                	
                  Temporary
      Securities

                	
                  26

                
	
                  Section
      3.5.    

                	
                  Registration,
      Registration of Transfer and Exchange

                	
                  27

                
	
                  Section
      3.6.    

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  29

                
	
                  Section
      3.7.    

                	
                  Payment of
      Interest; Interest Rights Preserved

                	
                  30

                
	
                  Section
      3.8.    

                	
                  Persons
      Deemed Owners

                	
                  30

                
	
                  Section
      3.9.    

                	
                  Cancellation

                	
                  31

                
	
                  Section
      3.10.    

                	
                  Computation
      of Interest

                	
                  31

                
	
                  Section
      3.11.    

                	
                  CUSIP or CINS
      Numbers

                	
                  31

                
	
                  ARTICLE FOUR
      SATISFACTION AND DISCHARGE

                	
                  31

                
	
                  Section
      4.1.    

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  31

                
	
                  Section
      4.2.    

                	
                  Application
      of Trust Money

                	
                  32

                


           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

           

          	
                  ARTICLE FIVE
      REMEDIES

                	
                  33

                
	
                  Section
      5.1.    

                	
                  Events of
      Default

                	
                  33

                
	
                  Section
      5.2.    

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  34

                
	
                  Section
      5.3.    

                	
                  Collection of
      Indebtedness and Suits for Enforcement by Trustee

                	
                  34

                
	
                  Section
      5.4.    

                	
                  Trustee May
      File Proofs of Claim

                	
                  35

                
	
                  Section
      5.5.    

                	
                  Trustee May
      Enforce Claims Without Possession of Securities

                	
                  36

                
	
                  Section
      5.6.    

                	
                  Application
      of Money Collected

                	
                  36

                
	
                  Section
      5.7.    

                	
                  Limitation on
      Suits

                	
                  36

                
	
                  Section
      5.8.    

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                	
                  37

                
	
                  Section
      5.9.    

                	
                  Restoration
      of Rights and Remedies

                	
                  37

                
	
                  Section
      5.10.    

                	
                  Rights and
      Remedies Cumulative

                	
                  37

                
	
                  Section
      5.11.    

                	
                  Delay or
      Omission Not Waiver

                	
                  37

                
	
                  Section
      5.12.    

                	
                  Control by
      Holders

                	
                  37

                
	
                  Section
      5.13.    

                	
                  Waiver of
      Past Defaults

                	
                  38

                
	
                  Section
      5.14.    

                	
                  Undertaking
      for Costs

                	
                  38

                
	
                  Section
      5.15.    

                	
                  Waiver of
      Stay or Extension Laws

                	
                  38

                
	
                  ARTICLE SIX
      THE TRUSTEE

                	
                  39

                
	
                  Section
      6.1.    

                	
                  Certain
      Duties and Responsibilities

                	
                  39

                
	
                  Section
      6.2.    

                	
                  Notice of
      Defaults

                	
                  40

                
	
                  Section
      6.3.    

                	
                  Certain
      Rights of Trustee

                	
                  40

                
	
                  Section
      6.4.    

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  41

                
	
                  Section
      6.5.    

                	
                  May Hold
      Securities

                	
                  41

                
	
                  Section
      6.6.    

                	
                  Money Held in
      Trust

                	
                  41

                
	
                  Section
      6.7.    

                	
                  Compensation
      and Reimbursement

                	
                  42

                
	
                  Section
      6.8.    

                	
                  Disqualification;
      Conflicting Interests

                	
                  42

                
	
                  Section
      6.9.    

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  42

                
	
                  Section
      6.10.    

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  43

                
	
                  Section
      6.11.    

                	
                  Acceptance of
      Appointment by Successor

                	
                  44

                
	
                  Section
      6.12.    

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  45

                
	
                  Section
      6.13.    

                	
                  Preferential
      Collection of Claims Against Company

                	
                  45

                
	
                  Section
      6.14.    

                	
                  Appointment
      of Authenticating Agent

                	
                  45

                
	
                  ARTICLE SEVEN
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	
                  47

                
	
                  Section
      7.1.    

                	
                  Company to
      Furnish Trustee Names and Addresses of Holders

                	
                  47

                
	
                  Section
      7.2.    

                	
                  Preservation
      of Information; Communications to Holders

                	
                  47

                
	
                  Section
      7.3.    

                	
                  Reports by
      Trustee

                	
                  48

                
	
                  Section
      7.4.    

                	
                  Reports by
      Company

                	
                  48

                
	
                  ARTICLE EIGHT
      CONSOLIDATION, AMALGAMATION, MERGER AND SALE

                	
                  49

                
	
                  Section
      8.1.    

                	
                  Company May
      Consolidate, Etc., Only on Certain Terms

                	
                  49

                
	
                  Section
      8.2.    

                	
                  Successor
      Substituted

                	
                  49

                
	
                  ARTICLE NINE
      AMENDMENT, SUPPLEMENT AND WAIVER

                	
                  49

                
	
                  Section
      9.1.    

                	
                  Without
      Consent of Holders

                	
                  49

                
	
                  Section
      9.2.    

                	
                  With Consent
      of Holders

                	
                  51

                
	
                  Section
      9.3.    

                	
                  Execution of
      Amendments and Supplemental Indentures

                	
                  52

                
	
                  Section
      9.4.    

                	
                  Effect of
      Amendments and Supplemental Indentures

                	
                  53

                
	
                  Section
      9.5.    

                	
                  Conformity
      with Trust Indenture Act

                	
                  53

                
	
                  Section
      9.6.    

                	
                  Reference in
      Securities to Amendments or Supplemental Indentures

                	
                  53

                


           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

           

          	
                  ARTICLE TEN
      COVENANTS

                	
                  53

                
	
                  Section
      10.1.    

                	
                  Payment of
      Principal, Premium and Interest

                	
                  53

                
	
                  Section
      10.2.    

                	
                  Maintenance
      of Office or Agency

                	
                  53

                
	
                  Section
      10.3.    

                	
                  Money for
      Securities Payments to Be Held in Trust

                	
                  54

                
	
                  Section
      10.4.    

                	
                  Existence

                	
                  55

                
	
                  Section
      10.5.    

                	
                  Statement by
      Officers as to Default

                	
                  55

                
	
                  ARTICLE
      ELEVEN REDEMPTION OF SECURITIES

                	
                  55

                
	
                  Section
      11.1.    

                	
                  Applicability
      of Article

                	
                  55

                
	
                  Section
      11.2.    

                	
                  Election to
      Redeem; Notice to Trustee

                	
                  55

                
	
                  Section
      11.3.    

                	
                  Selection by
      Trustee of Securities to Be Redeemed

                	
                  55

                
	
                  Section
      11.4.    

                	
                  Notice of
      Redemption

                	
                  56

                
	
                  Section
      11.5.    

                	
                  Deposit of
      Redemption Price

                	
                  56

                
	
                  Section
      11.6.    

                	
                  Securities
      Payable on Redemption Date

                	
                  57

                
	
                  Section
      11.7.    

                	
                  Securities
      Redeemed in Part

                	
                  57

                
	
                  ARTICLE
      TWELVE SINKING FUNDS

                	
                  57

                
	
                  Section
      12.1.    

                	
                  Applicability
      of Article

                	
                  57

                
	
                  Section
      12.2.    

                	
                  Satisfaction
      of Sinking Fund Payments with Securities

                	
                  57

                
	
                  Section
      12.3.    

                	
                  Redemption of
      Securities for Sinking Fund

                	
                  58

                
	
                  ARTICLE
      THIRTEEN DEFEASANCE

                	
                  58

                
	
                  Section
      13.1.    

                	
                  Option to
      Effect Legal Defeasance or Covenant Defeasance

                	
                  58

                
	
                  Section
      13.2.    

                	
                  Legal
      Defeasance and Discharge

                	
                  58

                
	
                  Section
      13.3.    

                	
                  Covenant
      Defeasance

                	
                  59

                
	
                  Section
      13.4.    

                	
                  Conditions to
      Legal or Covenant Defeasance

                	
                  59

                
	
                  Section
      13.5.    

                	
                  Deposited
      Money and U.S. Government Obligations to be Held in Trust, Other
      Miscellaneous Provisions

                	
                  60

                
	
                  Section
      13.6.    

                	
                  Repayment

                	
                  61

                
	
                  Section
      13.7.    

                	
                  Reinstatement

                	
                  61

                
	
                  ARTICLE
      FOURTEEN GUARANTEE OF SECURITIES

                	
                  61

                
	
                  Section
      14.1.    

                	
                  Securities
      Guarantee

                	
                  61

                
	
                  Section
      14.2.    

                	
                  Limitation on
      Guarantor Liability

                	
                  63

                
	
                  Section
      14.3.    

                	
                  Execution and
      Delivery of Securities Guarantee Notation

                	
                  63

                
	
                  ARTICLE
      FIFTEEN SUBORDINATION OF SECURITIES

                	
                  63

                
	
                  Section
      15.1.    

                	
                  Securities
      Subordinated to Senior Debt

                	
                  63

                
	
                  Section
      15.2.    

                	
                  No Payment on
      Securities in Certain Circumstances

                	
                  63

                
	
                  Section
      15.3.    

                	
                  Payment over
      of Proceeds upon Dissolution, Etc

                	
                  64

                
	
                  Section
      15.4.    

                	
                  Subrogation

                	
                  66

                
	
                  Section
      15.5.    

                	
                  Obligations
      of Company Unconditional

                	
                  66

                
	
                  Section
      15.6.    

                	
                  Notice to
      Trustee

                	
                  67

                
	
                  Section
      15.7.    

                	
                  Reliance on
      Judicial Order or Certificate of Liquidating Agent

                	
                  67

                
	
                  Section
      15.8.    

                	
                  Trustee’s
      Relation to Senior Debt

                	
                  67

                
	
                  Section
      15.9.    

                	
                  Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of
      Senior Debt

                	
                  68

                
	
                  Section
      15.10.    

                	
                  Holders
      Authorize Trustee to Effectuate Subordination of
Securities

                	
                  68

                
	
                  Section
      15.11.    

                	
                  Not to
      Prevent Events of Default

                	
                  68

                
	
                  Section
      15.12.    

                	
                  Trustee’s
      Compensation Not Prejudiced

                	
                  68

                
	
                  Section
      15.13.    

                	
                  No Waiver of
      Subordination Provisions

                	
                  68

                


           

           

          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

            

          

           

           

          	
                  Section
      15.14.    

                	
                  Payments May
      Be Paid Prior to Dissolution

                	
                  69

                
	
                  Section
      15.15.    

                	
                  Trust Moneys
      Not Subordinated

                	
                  69

                
	
                  ARTICLE
      SIXTEEN SUBORDINATION OF SECURITIES GUARANTEES

                	
                  69

                
	
                  Section
      16.1.    

                	
                  Securities
      Guarantees Subordinated to Guarantor Senior Debt

                	
                  69

                
	
                  Section
      16.2.    

                	
                  No Payment on
      Securities Guarantees in Certain Circumstances

                	
                  69

                
	
                  Section
      16.3.    

                	
                  Payment over
      of Proceeds upon Dissolution, Etc

                	
                  70

                
	
                  Section
      16.4.    

                	
                  Subrogation

                	
                  72

                
	
                  Section
      16.5.    

                	
                  Obligations
      of Guarantor Unconditional

                	
                  72

                
	
                  Section
      16.6.    

                	
                  Notice to
      Trustee

                	
                  72

                
	
                  Section
      16.7.    

                	
                  Reliance on
      Judicial Order or Certificate of Liquidating Agent

                	
                  73

                
	
                  Section
      16.8.    

                	
                  Trustee's
      Relation to Guarantor Senior Debt

                	
                  73

                
	
                  Section
      16.9.    

                	
                  Subordination
      Rights Not Impaired by Acts or Omissions of a Guarantor or Holders of
      Guarantor Senior Debt

                	
                  74

                
	
                  Section
      16.10.    

                	
                  Holders
      Authorize Trustee to Effectuate Subordination of Securities
      Guarantees

                	
                  74

                
	
                  Section
      16.11.    

                	
                  Not to
      Prevent Events of Default

                	
                  74

                
	
                  Section
      16.12.    

                	
                  Trustee's
      Compensation Not Prejudiced

                	
                  74

                
	
                  Section
      16.13.    

                	
                  No Waiver of
      Subordination Provisions

                	
                  74

                
	
                  Section
      16.14.    

                	
                  Payments May
      Be Paid Prior to Dissolution

                	
                  75

                


        

        
 

      

      NOTE:  This
table of contents shall not, for any purpose, be deemed to be a part of the
Indenture.

      

        
          
             


          

          
            iv 


            
              

            

          

          
             


          

        



      PARTIES

       

      INDENTURE, dated as
of _________ __, 20__, among TETRA TECHNOLOGIES, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the “Company”), the Guarantors (as defined hereinafter) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).

       

      RECITALS
OF THE COMPANY:

       

      The Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured subordinated debentures, notes or
other evidences of indebtedness (herein called the “Securities”), which may but
are not required to be guaranteed by the Guarantors, 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 and of the
Guarantors, in accordance with its terms, have been done.

       

      This Indenture is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Indenture and, to the extent applicable, shall be governed by such
provisions.

       

      NOW, THEREFORE,
THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE ONE

      DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

       

      Section 1.1. Definitions.

       

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

       

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

       

      (b) all accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP;

       

      (c) 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;

       

      (d) the words “Article”
and “Section” refer to an Article and Section, respectively, of this
Indenture;

       

      (e) the word “includes”
and its derivatives means “includes, but is not limited to” and corresponding
derivative definitions; and

       

      (f) references to any
officer of any partnership or limited liability company that does not have
officers but is managed or controlled, directly or indirectly, by an entity that
does have officers, shall be deemed to be references to the officers of such
managing or controlling entity.

       

      Certain terms, used
principally in Article Six, are defined in that Article.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Act,” when used
with respect to any Holder, has the meaning specified in
Section 1.5.

       

      “Additional
Defeasible Provision” means a covenant or other provision that is (a) made part
of this Indenture pursuant to an indenture supplemental hereto, a Board
Resolution or an Officer’s Certificate delivered pursuant to Section 3.1,
and (b) pursuant to the terms set forth in such supplemental indenture, Board
Resolution or Officer’s Certificate, made subject to the provisions of
Article Thirteen.

       

      “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 purposes of this definition, “control,” as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.  For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative
meanings.

       

      “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.

       

      “Banking Day”
means, in respect of any city, any date on which commercial banks are open for
business in that city.

       

      “Bankruptcy Law”
means any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law.

       

      “Board of
Directors” means:

       

      (a) with respect to
a corporation, the board of directors of the corporation or any committee
thereof duly authorized to act on behalf of such board;

       

      (b) with respect to
a partnership, the Board of Directors of the general partner of the
partnership;

       

      (c) with respect to
a limited liability company, the managing member or members or any controlling
committee of managers or members thereof or any board or committee serving a
similar management function; and

       

      (d) with respect to
any other Person, the individual or board or committee of such Person serving a
management function similar to those described in clauses (a), (b) or (c) of
this definition.

       

      “Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or a Guarantor, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, 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.  Where any provision of this Indenture refers to action to be
taken pursuant to a Board Resolution (including the establishment of any series
of the Securities and the forms and terms thereof), such action may be taken by
any committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors, as evidenced by a
Board Resolution.

       

      “Business Day”,
when used with respect to any Place of Payment or other location, means, except
as otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment or other
location are authorized or obligated by law, executive order or regulation to
close.

       

      “CINS” means CUSIP
International Numbering System.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Code” means the
United States Internal Revenue Code of 1986, as amended.

       

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

       

      “Company Request”
or “Company Order” means, in the case of the Company, a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its Chief Financial Officer, its President, any of its Vice
Presidents or any other duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the
Trustee.

       

      “Corporate Trust
Office” means the office of the Trustee at the address specified in
Section 3.5 or such other address as to which the Trustee may give notice
to the Company.

       

      “corporation,” when
used in reference to the Trustee or any prospective Trustee, shall include any
corporation, company, association, partnership, limited partnership, limited
liability company, joint-stock company and trust, in each case, satisfying the
requirements of Section 310(a)(1) of the Trust Indenture Act.

       

      “Covenant
Defeasance” has the meaning specified in Section 13.3.

       

      “CUSIP” means the
Committee on Uniform Securities Identification Procedures.

       

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

       

      “Debt” means any
obligation created or assumed by any Person for the repayment of money borrowed
and any purchase money obligation created or assumed by such Person and any
guarantee of the foregoing.

       

      “Default” means,
with respect to a series of Securities, any event that is, or after notice or
lapse of time or both would be, an Event of Default.

       

      “Defaulted
Interest” has the meaning specified in Section 3.7.

       

      “Definitive
Security” means a security other than a Global Security or a temporary
Security.

       

      “Depositary” means,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Securities as contemplated by Section 3.1, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is a Depositary
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

       

      “Designated
Guarantor Senior Debt” shall have the meaning given to such term in a Board
Resolution, Officer’s Certificate or indenture supplemental hereto delivered
pursuant to Section 3.1.

       

      “Designated Senior
Debt” shall have the meaning given to such term in a Board Resolution, Officer’s
Certificate or indenture supplemental hereto delivered pursuant to
Section 3.1.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      “Foreign Currency”
means a currency used by the government of a country other than the United
States of America.

       

      “GAAP” means
generally accepted accounting principles in the United States of America as in
effect from time to time, including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.  All
ratios and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP.

       

      “Global Security”
means a Security in global form that evidences all or part of a series of
Securities and is authenticated and delivered to, and registered in the name of,
the Depositary for the Securities of such series or its nominee.

       

      “Guaranteed
Securities” has the meaning specified in Section 14.1.

       

      “Guarantor” means
each Person that becomes a guarantor of any Securities pursuant to the
applicable provisions of this Indenture.

       

      “Guarantor Senior
Debt” means, unless otherwise provided with respect to the Securities of a
series as contemplated by Section 3.1, (a) all Debt of a Guarantor, whether
currently outstanding or hereafter issued, unless, by the terms of the
instrument creating or evidencing such Debt, it is provided that such Debt is
not superior in right of payment to the Securities Guarantee or to other Debt
which is pari passu
with or subordinated to the Securities Guarantee, and (b) any modifications,
refunding, deferrals, renewals or extensions of any such Debt or securities,
notes or other evidence of Debt issued in exchange for such Debt; provided that in no event
shall “Guarantor Senior Debt” include (i) Debt of a Guarantor owed or owing to
any Subsidiary of such Guarantor or any officer, director or employee of such
Guarantor or any Subsidiary of such Guarantor, (ii) Debt to trade creditors or
(iii) any liability for taxes owed or owing by a Guarantor.

       

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

       

      “Indenture” means
this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such amendment or supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be part
of and govern this instrument and any such amendment or supplemental indenture,
respectively.  The term “Indenture” also shall include the terms of
particular series of Securities established as contemplated by
Section 3.1.

       

      “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.

       

      “Judgment Currency”
has the meaning specified in Section 1.18.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Legal Defeasance”
has the meaning specified in Section 13.2.

       

      “mandatory sinking
fund payment” has the meaning specified in Section 12.1.

       

      “Market Exchange
Rate” has the meaning specified in Section 1.17.

       

      “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 5.1(c) or
Section 5.1(d). 

       

      “Officer’s
Certificate” means, in the case of the Company, a certificate signed by the
Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President or any other duly authorized officer of the
Company, or a person duly authorized by any of them, and delivered to the
Trustee and, in the case of a Guarantor, a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President, any Vice President or any
other duly authorized officer of such Guarantor, or a person duly authorized by
any of them, and delivered to the Trustee.

       

      “Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or a Guarantor, as the case may be, and who shall be
reasonably acceptable to the Trustee.

       

      “optional sinking
fund payment” has the meaning specified in Section 12.1.

       

      “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 5.2.

       

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

       

      (a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

       

      (b)           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, however, that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

       

      (c)           Securities
which have been paid pursuant to Section 3.6 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; and

       

      (d)           Securities,
except to the extent provided in Section 13.2 and Section 13.3, with
respect to which the Company has effected Legal Defeasance or Covenant
Defeasance as provided in Article Thirteen, which Legal Defeasance or
Covenant Defeasance then continues in effect;

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof on such date pursuant to
Section 5.2, (ii) the principal amount of a Security denominated in
one or more currencies or currency units other than U.S. dollars shall be the
U.S. dollar equivalent of such currencies or currency units, determined in the
manner provided as contemplated by Section 3.1 on the date of original
issuance of such Security or by Section 1.17, if not otherwise so provided
pursuant to Section 3.1, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent (as so determined)
on the date of original issuance of such Security of the amount determined as
provided in clause (i) above) of such Security, and (iii) Securities owned by
the Company, any Guarantor 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 or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded.  Securities so owned as described
in clause (iii) of the immediately preceding sentence 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 to act with respect to such
Securities and that the pledgee is not the Company, a Guarantor 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 and any
premium or interest on any Securities on behalf of the Company.

       

      “Payment Blockage
Period” has the meaning specified in Section 15.2.

       

      “Periodic Offering”
means an offering of Securities of a series from time to time, the specific
terms of which Securities, including, without limitation, the rate or rates of
interest or formula for determining the rate or rates of interest thereon, if
any, the Stated Maturity or Stated Maturities thereof, the original issue date
or dates thereof, the redemption provisions, if any, with respect thereto, and
any other terms specified as contemplated by Section 3.1 with respect
thereto, are to be determined by the Company upon the issuance of such
Securities.

       

      “Person” means any
individual, corporation, company, limited liability company, partnership,
limited partnership, joint venture, association, joint-stock company, trust,
other entity, 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, unless otherwise
specifically provided for with respect to such series as contemplated by
Section 3.1, the office or agency of the Company and such other place or
places where, subject to the provisions of Section 10.2, the principal of
and any premium and interest on the Securities of that series are payable as
contemplated by Section 3.1.

       

      “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 3.6 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.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “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 3.1.

       

      “Required Currency”
has the meaning specified in Section 1.18.

       

      “Responsible
Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Office of the Trustee (or any successor group of the Trustee) 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.

       

      “SEC” means the
Securities and Exchange Commission, as 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.

       

      “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
Guarantee” means each guarantee of the obligations of the Company under this
Indenture and the Securities by a Guarantor in accordance with the provisions
hereof.

       

      “Securities
Guarantee Payment Blockage Period” has the meaning specified in
Section 16.2.

       

      “Security Register”
and “Security Registrar” have the respective meanings specified in
Section 3.5.

       

      “Senior Debt” means, unless otherwise
provided with respect to the Securities of a series as contemplated by
Section 3.1, (a) all Debt of
the Company, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Securities or to other Debt
which is pari
passu with or
subordinated to the Securities, and (b) any modifications, refunding, deferrals,
renewals or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no
event shall “Senior Debt” include (i) Debt of the Company owed or owing to any
Subsidiary of the Company or any officer, director or employee of the Company or
any Subsidiary of the Company, (ii) Debt to trade creditors or (iii) any
liability for taxes owned or owing by the Company.

       

      “Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.

       

      “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) 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 or (b) any
partnership or other business organization more than 50% of the ownership
interests having ordinary voting power of which is so owned.  For the
purposes of this definition, “voting stock” means capital stock or equity
interests which ordinarily have 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.

       

      “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 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      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.

       

      “Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as in force at the date
as of which this instrument was executed, except as provided in
Section 9.5; provided, however, that if 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.

       

      “U.S. Person” shall
have the meaning assigned to such term in Section 7701(a)(30) of the
Code.

       

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

       

      “Vice President,”
when used with respect to the Company, the Guarantor or the Trustee, means any
vice president, regardless of whether designated by a number or a word or words
added before or after the title “vice president.”

       

      Section 1.2. Incorporation by Reference
of Trust Indenture Act.

       

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

       

      “commission” means
the SEC.

       

      “indenture
securities” means the Securities.

       

      “indenture security
holder” means a Holder.

       

      “indenture to be
qualified” means this Indenture.

       

      “indenture trustee”
or “institutional trustee” means the Trustee.

       

      “obligor” on the
indenture securities means the Company, the Guarantor (if applicable) or any
other obligor on the indenture securities.

       

      All terms used in
this Indenture that are defined by the Trust Indenture Act, defined by a Trust
Indenture Act reference to another statute or defined by an SEC rule under the
Trust Indenture Act have the meanings so assigned to them.

       

      Section 1.3. Compliance Certificates and
Opinions.

       

      Upon any
application or request by the Company or a Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company or such Guarantor, as
the case may be, shall furnish to the Trustee an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional 

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      certificate or
opinion need be furnished except as required under Section 314(c) of the Trust
Indenture Act.

       

      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 10.5)
shall include:

       

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

       

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

       

      (c) a statement that,
in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether such covenant or condition has been complied with; and

       

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

       

      Section 1.4. 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 or a Guarantor 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 or the Guarantor, as
the case may be, stating that the information with respect to such factual
matters is in the possession of the Company or the Guarantor, as the case may
be, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.

       

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

       

      Section 1.5. Acts of Holders; Record
Dates.

       

      (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
(either physically or by means of a facsimile or an electronic transmission,
provided that such
electronic transmission is transmitted through the facilities of a Depositary)
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 or the Guarantors.  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


       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in
favor of the Trustee, the Company and, if applicable, the Guarantors, if made in
the manner provided in this Section.

       

      (b) The fact and date
of the execution by any Person of any such instrument or writing may be proved
by the affidavit of a witness of such execution or by 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.

       

      (c) The ownership,
principal amount and serial numbers of Securities held by any Person, and the
date of commencement of such Person’s holding of same, shall be proved by the
Security Register.

       

      (d) 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, the Company or, if applicable, the
Guarantors in reliance thereon, regardless of whether notation of such action is
made upon such Security.

       

      (e) Without limiting
the foregoing, a Holder entitled to give or 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
different part of such principal amount.

       

      (f) The Company may set
any day as the record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
or permitted by this Indenture to be given or taken by Holders of Securities of
such series, but the Company shall have no obligation to do so.  With
regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the
relevant action, regardless of whether such Holders remain Holders after such
record date.

       

      Section 1.6. Notices, Etc., to Trustee,
Company and Guarantors.

       

      (a) Any notice or
communication by the Company, any of the Guarantors or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others’
address:

       

      If to the Company
and/or any Guarantor:

                TETRA Technologies,
Inc.

                24955 Interstate 45
North

                The Woodlands, Texas
77380

                Telephone: (281) 367-1983

                Facsimile: (281)
364-4346

                Attention: Chief
Financial Officer

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      with a copy
to:

                Andrews Kurth
LLP

                10001 Woodloch
Forest, Suite 200

                Houston, Texas
77380

                Telephone: (713)
220-4800

                Facsimile: (713)
220-4815

                Attention: William C.
McDonald

       

      If
to the Trustee:

                Wells Fargo Bank,
National Association

                Corporate Trust
Department

                1445 Ross Avenue, 2nd
Floor

                Dallas,
Texas  75202-2812

                Telephone:  (214)
740-1573

                Facsimile:   (214)
777-4086

                Attention:  Patrick
Giordano, VP – Sr. Relationship Mgr.

       

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

       

      (c) All notices and
communications (other than those sent to Holders) shall be deemed to have been
duly given:  at the time delivered by hand, if personally delivered;
three Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

       

      Section 1.7. 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, and not earlier than the earliest date, 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.  Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
regardless of whether such Holder actually receives such notice.

       

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

       

      Section 1.8. Conflict with Trust
Indenture Act.

       

      If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that 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


       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Trust Indenture Act
that 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 excluded, as the
case may be.

       

      Section 1.9. 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 1.10. Successors and
Assigns.

       

      All covenants and
agreements in this Indenture by each of the Company and the Guarantors shall
bind their respective successors and assigns, whether so expressed or
not.

       

      Section 1.11. Separability
Clause.

       

      In case any
provision in this Indenture or in the Securities or, if applicable, the
Securities Guarantee 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 1.12. Benefits of
Indenture.

       

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

       

      Section 1.13. Force
Majeure.

       

      In no event shall
the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.

       

      Section 1.14. Waiver of Jury
Trial.

       

      EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.

       

      Section 1.15. Governing Law.

       

      THIS
INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

       

      Section 1.16. 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 or, if applicable, the
Securities Guarantee (other than a provision of  

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      the Securities of
any series or, if applicable, the Securities Guarantee that specifically states
that such provision shall apply in lieu of this Section 1.16)) payment of
interest or principal and any premium 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, and if payment is so made,
no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.

       

      Section 1.17. Securities in a Composite
Currency, Currency Unit or Foreign Currency.

       

      Unless otherwise
specified in a Board Resolution, Officer’s Certificate or indenture supplemental
hereto delivered pursuant to Section 3.1 of this Indenture with respect to
a particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any affected series which are denominated in a coin,
currency or currencies other than Dollars (including, but not limited to, any
composite currency, currency units or Foreign Currency), then the principal
amount of Securities of such series which shall be deemed to be Outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate.  For purposes of
this Section 1.17, the term “Market Exchange Rate” shall mean the noon
Dollar buying rate in The City of New York for cable transfers of such currency
or currencies as published by the Federal Reserve Bank of New York, as of the
most recent available date.  If such Market Exchange Rate is not so
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations or rates of exchange from one or more major banks in The City of New
York or in the country of issue of the currency in question, which for purposes
of Euros shall be Brussels, Belgium, or such other quotations or rates of
exchange as the Trustee shall deem appropriate.  The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

       

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

       

      Section 1.18. Payment in Required
Currency; Judgment Currency.

       

      Each of the Company
and the Guarantors agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a Banking Day, then, to
the extent permitted by applicable law, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (regardless of whether
entered in accordance with subclause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the 

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Required Currency
the amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable and (iii) shall not
be affected by judgment being obtained for any other sum due under this
Indenture.

       

      Section 1.19. Language of Notices,
Etc.

       

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

       

      Section 1.20. Incorporators, Shareholders,
Officers and Directors of the Company and the Guarantors Exempt from Individual
Liability.

       

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

       

      ARTICLE TWO

      SECURITY
FORMS

       

      Section 2.1. Forms
Generally.

       

      The Securities of
each series and, if applicable, the notation thereon relating to the Securities
Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms 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 as may, consistently herewith, be determined by the
officers executing such Securities and, if applicable, the Securities Guarantee,
as evidenced by their execution thereof.

       

      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
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 an authorized officer or other authorized
person on behalf of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 the
authentication and delivery of such Securities.

       

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

       

      Section 2.2. Form of Face of
Security.

       

      [If the Security is an Original Issue
Discount Security and is not “publicly offered” within the meaning of Treasury
Regulations Section 1.1275-1(h), insert—FOR PURPOSES OF SECTION 1275 OF
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY WAS


       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      ISSUED WITH
ORIGINAL ISSUE DISCOUNT, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS [. . . . .
.. . .% OF ITS PRINCIPAL AMOUNT] [$. . . . PER $1,000 OF PRINCIPAL AMOUNT], THE
ISSUE DATE IS . . . . . ., 20. . . AND, THE YIELD TO MATURITY IS . . . . . . . .
, COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD].

       

      [In the alternative instead of
providing such legend, insert the following legend—FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND. . . . . . . [THE NAME OR
TITLE AND ADDRESS OR TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL,
BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO
HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE YIELD TO
MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY
REGULATIONS.]

       

      [Insert any other
legend required by the Code or the regulations thereunder.]

       

      [If a Global Security,—insert legend
required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

       

      TETRA TECHNOLOGIES,
INC.

       

      [TITLE OF
SECURITY]

       

      
      

       

      
        	 No . . . . . .
    .	 U.S. $. . . . .
    .


      

       

      [CUSIP
No.  ]

       

      TETRA Technologies,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor or
resulting Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .......... . . . . . . . . . . . . . . . . .
.. . . . ., or registered assigns, the principal sum of . . . .
................................................. United States 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—, and
at the rate of ___% per annum on any overdue principal and premium and on any
installment of interest (to the extent that the payment of such interest shall
be legally enforceable)].  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 . . . .
(regardless of whether 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, 

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      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 of this Security shall bear interest at the rate of . . . .% per annum
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for.  Interest on any
overdue principal shall be payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the
rate of . . . . % per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such demand
for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]

       

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

       

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

       

      Reference is hereby
made to the further provisions of this 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.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.

       

      Dated:

       

      TETRA TECHNOLOGIES,
INC.

      


      


      By:                                                                             

      


      Section 2.3. Form of Reverse of
Security.

       

      This Security is
one of a duly authorized issue of subordinated securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of ______, 20__ (herein called the “Indenture”), between the
Company, the Guarantors, if any, and Wells Fargo Bank, National Association, as
Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantors, if
any, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered.  As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted.  This Security is one of the series designated
on the face hereof [, limited in aggregate principal amount to $ . . . . . . . .
.. .  ].

       

      This security is
the general, unsecured, subordinated obligation of the Company [if applicable, insert—and is
guaranteed pursuant to a guarantee (the “Securities Guarantee”) by [insert name of each
Guarantor] (the “Guarantors”).  The Securities Guarantee is the
general, unsecured, subordinated obligation of each Guarantor.]

       

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

       

      
        	
                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 the Stated
Maturity of which 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.]

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                Year

              	
                Redemption
      Price For Redemption Through Operation of the Sinking Fund

              	
                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 the Stated Maturity of which 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 [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 [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 [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made [If applicable,
insert­— in
the inverse order in which they become due].]

       

      [If the Securities are subject to
redemption in part 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
Securities of this series are not redeemable prior to Stated
Maturity.]

       

      [If the Security is not an Original
Issue Discount Security,—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.]

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      [If the Security is an Original Issue
Discount Security,—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 and overdue 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 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 [If applicable, insert—and the
Guarantors] and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company [If applicable, insert—and the
Guarantors] and the Trustee with the consent of the Holders of 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 [If applicable, insert—and the
Guarantors]  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, regardless of whether notation of such consent or waiver is made
upon this Security.

       

      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 premium, if any) and interest on
this Security at the times, place(s) and rate, and in the coin or currency,
herein prescribed.

       

      [If a Global Security,
insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances
provided in the Indenture.  The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the
Indenture.]

       

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

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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, [If applicable, insert—any
Guarantor,] the Trustee and any agent of the Company [If applicable, insert—, a
Guarantor] or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, regardless of whether this
Security be overdue, and none of the Company, [If applicable, insert—the
Guarantors,] the Trustee nor any such agent shall be affected by notice to the
contrary.

       

      This Security is
subordinated in right of payment to Senior Debt [If applicable, insert-and the
Securities Guarantee is subordinated in right of payment to Guarantor Senior
Debt], to the extent and in the manner provided in the Indenture.

       

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

       

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

       

      Except as otherwise
defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

       

      [If a Definitive Security, insert as
a separate page—

       

      FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto

_______________________________________________________________

       

      (Please Print or
Type Name and Address of Assignee)

       

      the within
instrument of TETRA Technologies, Inc. and does hereby irrevocably constitute
and appoint ___________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.

       

      Please Insert
Social Security or Other Identifying Number of Assignee:

       

                                                                                                                                           



       

      Dated:                                                                                             

                                                                         
(Signature)

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      NOTICE: The
signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or
enlargement or any change whatever.]

       

      [If a Security to which Article Fourteen has been made applicable, insert
the following Form of Notation on such Security relating to the Securities
Guarantee—

       

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

       

      The obligations of
the Guarantors to the Holders of Securities of this series and to the Trustee
pursuant to the Securities Guarantee and the Indenture are expressly set forth
in Article Fourteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Securities Guarantee.

       

      Guarantors:

      


      [NAME OF EACH GUARANTOR]

      


      By:           

                                                                           
]

      


      


      Section 2.4. Global
Securities.

       

      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 TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       

      EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU 7OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

       

      If Securities of a
series are issuable in whole or in part in the form of one or more Global
Securities, as specified as contemplated by Section 3.1, then,
notwithstanding clause (i) of Section 3.1 and the provisions of
Section 3.2, any Global Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order.  Subject to the provisions of Section 3.3,
Section 3.4 and Section 3.5, the Trustee shall deliver and


       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      redeliver any
Global Security in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order.  Any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in a Company Order (which need not
comply with Section 1.3 and need not be accompanied by an Opinion of
Counsel).

       

      The provisions of
the last sentence of Section 3.3 shall apply to any Security represented by
a Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with a Company
Order (which need not comply with Section 1.3 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction or increase, as the case
may be, in the principal amount of Securities represented thereby, together with
the written statement contemplated by the last sentence of
Section 3.3.

       

      Section 2.5. Form of Trustee’s
Certificate of Authentication.

       

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

       

      This is one of the
Securities of the series designated [insert title of applicable
series] referred to in the within-mentioned Indenture.

       

      Wells Fargo Bank,
National Association, as Trustee

      


      


      By:                                                                           

      Authorized Officer

      


      ARTICLE THREE

      THE
SECURITIES

       

      Section 3.1. 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 set forth, or determined in the manner
provided, in an Officer’s Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any
series:

       

      (a) the title of the
Securities of the series (which shall distinguish the Securities of the series
from all other Securities and which may be part of a series of Securities
previously issued);

       

      (b) 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 3.4,
Section 3.5, Section 3.6, Section 9.6 or Section 11.7 and
except for any Securities which, pursuant to Section 3.3, are deemed never
to have been authenticated and delivered hereunder);

       

      (c) 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;

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (d) the date or dates
on which the principal of the Securities of the series is payable or the method
of determination thereof;

       

      (e) the rate or rates
at which the Securities of the series shall bear interest, if any, or the
formula, method or provision pursuant to which such rate or rates are
determined, the date or dates from which such interest shall accrue or the
method of determination thereof, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest payable
on any Interest Payment Date;

       

      (f) the place or places
where, subject to the provisions of Section 10.2, the principal of and any
premium and interest on Securities of the series shall be payable, Securities of
the series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange, and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served;

       

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

       

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

       

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

       

      (j) whether payment of
principal of and premium, if any, and interest, if any, on the Securities of the
series shall be without deduction for taxes, assessments or governmental charges
paid by Holders of the series;

       

      (k) if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2;

       

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

       

      (m) if and as
applicable, that the 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
Depositary or Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 3.5 in which any such
Global Security may be transferred to, and registered and exchanged for
Securities registered in the name of, a Person other than the Depositary for
such Global Security or a nominee thereof and in which any such transfer may be
registered;

       

      (n) any deletions from,
modifications of or additions to the Events of Default set forth in
Section 5.1 or the covenants of the Company set forth in Article Ten
with respect to the Securities of such series;

       

      (o) whether and under
what circumstances the Company will pay additional amounts on the Securities of
the series held by a Person who is not a U.S. Person in respect of any tax,


       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

            assessment
or governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Securities of the series rather than pay such
additional amounts;

       

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

       

      (q) if the Securities
of the series are to be convertible into or exchangeable for any other security
or property of the Company, including, without limitation, securities of another
Person held by the Company or its Affiliates and, if so, the terms
thereof;

       

      (r) if other than as
provided in Section 13.2 and Section 13.3, the means of Legal
Defeasance or Covenant Defeasance as may be specified for the Securities of the
series;

       

      (s) if other than the
Trustee, the identity of the initial Security Registrar and any initial Paying
Agent;

       

      (t) whether the
Securities of the series will be guaranteed pursuant to the Securities Guarantee
set forth in Article Fourteen, any modifications to the terms of
Article Fourteen applicable to the Securities of such series and the
applicability of any other guarantees; and

       

      (u) any other terms of
the series (which terms shall not be inconsistent with the provisions of 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 3.3) set forth, or determined in
the manner provided, in the Officer’s Certificate referred to above or in any
such indenture supplemental hereto.

       

      All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
increases in the aggregate principal amount of such series of Securities and
issuances of additional Securities of such series or for the establishment of
additional terms with respect to the Securities of such series.

       

      If any of the terms
of the series are established by action taken by or pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
an authorized officer or other authorized person on behalf of the Company and,
if applicable, the Guarantors and delivered to the Trustee at or prior to the
delivery of the Officer’s Certificate setting forth, or providing the manner for
determining, the terms of the series.

       

      With respect to
Securities of a series subject to a Periodic Offering, such Board Resolution or
Officer’s Certificate may provide general terms for Securities of such series
and provide either that the specific terms of particular Securities of such
series shall be specified in a Company Order or that such terms shall be
determined by the Company and, if applicable, the Guarantors or one or more
agents thereof designated in an Officer’s Certificate, in accordance with a
Company Order.

       

      Section 3.2. Denominations.

       

      The Securities of
each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by
Section 3.1.  In the absence of any such provisions 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.

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section 3.3. Execution, Authentication,
Delivery and Dating.

       

      The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer or any of
its Vice Presidents and need not be attested.  The signature of any of
these officers on the Securities may be manual or facsimile.  Any
Securities Guarantee endorsed on the Securities shall be executed on behalf of
the applicable Guarantor by its Chairman of the Board, its Chief Executive
Officer, its President, its Chief Financial Officer or any of its Vice
Presidents and need not be attested.  The signature of any of these
officers on any endorsement of the Securities Guarantee may be manual or
facsimile.

       

      Securities and any
endorsement of a Securities Guarantee bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company or a
Guarantor, as the case may be, shall bind the Company or such Guarantor, as the
case may be, 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; provided, however, that in the case of
Securities offered in a Periodic Offering, the Trustee shall authenticate and
deliver such Securities from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents,
thereafter promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.  If
the forms or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Section 2.1 and
Section 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request.  The Trustee shall also be entitled to receive, and (subject
to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

       

      (a) if the form or
forms of such Securities has been established in or pursuant to a Board
Resolution as permitted by Section 2.1, that each such form has been
established in conformity with the provisions of this Indenture;

       

      (b) if the terms of
such Securities have been, or in the case of Securities of a series offered in a
Periodic Offering will be, established in or pursuant to a Board Resolution as
permitted by Section 3.1, that such terms have been, or in the case of
Securities of a series offered in a Periodic Offering will be, established in
conformity with the provisions of this Indenture, subject, in the case of
Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; and

       

      (c) that such
Securities when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions and assumptions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations
of the Company and, if applicable, the Guarantors, enforceable in accordance
with their terms, subject to the following limitations: (i) bankruptcy,
insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or
transfer and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, or to general equity principles,
(ii) the availability of equitable remedies being subject to the discretion of
the court to which application therefor is made; and (iii) such other usual and
customary matters as shall be specified in such Opinion of Counsel.

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      If such form or
forms 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 3.1 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 Officer’s Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of 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.

       

      With respect to
Securities of a series offered in a Periodic Offering, the Trustee may rely, as
to the authorization by the Company of any of such Securities, on the form or
forms and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Section 2.1 and Section 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

       

      Each Security shall
be dated the date of its authentication.

       

      No Security, nor
any Securities Guarantee endorsed thereon, 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 of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this
Indenture.  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 3.9, 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 3.4. 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 a like
principal amount of Definitive Securities of the same series and tenor of
authorized denominations.  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.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Section 3.5. Registration, Registration
of Transfer and Exchange.

       

      The Company shall
cause to be kept at the office or agency of the Company in a Place of Payment
required by Section 10.2 a register (the register maintained in such office
being herein sometimes 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 as the initial “Security
Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided, and its corporate trust office, which, at the date hereof,
is located at 1445 Ross Avenue – 2nd Floor, Corporate Trust Department,
Dallas, Texas  75202-2812, is the initial office or agency where the
Securities Register will be maintained.  The Company may at any time
replace such Security Registrar, change such office or agency or act as its own
Security Registrar.  The Company will give prompt written notice to
the Trustee of any change of the Security Registrar or of the location of such
office or agency.

       

      Upon surrender for
registration of transfer of any Security of any series at the office or agency
maintained pursuant to Section 10.2 for such purpose, the Company and, if
applicable, the Guarantors shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, of the same series and tenor, of any authorized
denominations and of a like aggregate principal amount.

       

      At the option of
the Holder, Securities of any series (except a Global Security) may be exchanged
for other Securities of the same series and tenor, of any authorized
denominations and of a like 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 and, if applicable, the
Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, 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 and, if applicable, the Guarantors 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 3.4, Section 9.6 or Section 11.7 not involving any
transfer.

       

      The Company shall
not be required (a) to issue, register the transfer of or exchange Securities of
any series during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Securities of that series
selected for redemption under Section 11.3 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.

       

      Notwithstanding any
other provisions of this Indenture and except as otherwise specified with
respect to any particular series of Securities as contemplated by
Section 3.1, a Global Security representing all or a portion of the
Securities of a series may not be transferred, except as a whole by the


       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.  Every Security authenticated and delivered upon
registration of, transfer of, or in exchange for or in lieu of, a Global
Security shall be a Global Security except as provided in the two paragraphs
immediately following.

       

      If at any time the
Depositary for any Securities of a series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for such
Securities shall no longer be eligible to continue as Depositary under
Section 3.1 or ceases to be a clearing agency registered under the Exchange
Act, the Company shall appoint a successor Depositary with respect to such
Securities.  If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company’s election pursuant to
Section 3.1 that such Securities be represented by one or more Global
Securities shall no longer be effective and the Company and, if applicable, the
Guarantors will execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities, with an endorsement of the Securities
Guarantee, if applicable, executed by the Guarantors, of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global
Security or Securities registered in the names of such Persons as the Depositary
shall direct.

       

      The Company may at
any time and in its sole discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall no longer be
represented by a Global Security or Securities.  In such event, the
Company and, if applicable, the Guarantors will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Definitive
Securities of such series, will authenticate and deliver, Securities, with an
endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
Securities in exchange for such Global Security or Securities registered in the
names of such Persons as the Depositary shall direct.

       

      If specified by the
Company pursuant to Section 3.1 with respect to Securities represented by a
Global Security, the Depositary for such Global Security may surrender such
Global Security in exchange in whole or in part for Securities of the same
series and tenor in definitive registered form on such terms as are acceptable
to the Company, the Trustee and such Depositary.  Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities in
definitive registered form, shall authenticate and deliver, without service
charge:

       

      (i)           to
the Person specified by such Depositary a new Security or Securities, with an
endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, of the same series and tenor, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security;
and

      


      (ii)           to
such Depositary a new Global Security, with an endorsement of the Securities
Guarantee, if applicable, executed by the Guarantors, in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities authenticated and
delivered pursuant to clause (i) above.

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      Every Person who
takes or holds any beneficial interest in a Global Security agrees
that:

       

      (A)           the
Company, the Guarantors (if applicable) and the Trustee may deal with the
Depositary as sole owner of the Global Security and as the authorized
representative of such Person;

      


      (B)           such
Person’s rights in the Global Security shall be exercised only through the
Depositary and shall be limited to those established by law and agreement
between such Person and the Depositary and/or direct and indirect participants
of the Depositary;

      


      (C)           the
Depositary and its participants make book-entry transfers of beneficial
ownership among, and receive and transmit distributions of the principal of (and
premium, if any) and interest on the Global Securities to, such Persons in
accordance with their own procedures; and

      


      (D)           none
of the Company, the Guarantors (if applicable), the Trustee, nor any agent of
any of them will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

      


      Section 3.6. Mutilated, Destroyed, Lost
and Stolen Securities.

       

      If any mutilated
Security is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company, the Guarantors (if
applicable) or the Trustee to save each of them and any agent of any of them
harmless, the Company and, if applicable, the Guarantors shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security, with
an endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, 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, the Guarantors (if applicable) and the Trustee
(a) evidence to their satisfaction of the destruction, loss or theft of any
Security and (b) such security or indemnity as may be required by them to save
each of them and any agent of any 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 and, if applicable, the Guarantors shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security, with an endorsement of the
Securities Guarantee, if applicable, executed by the Guarantors, 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 and, if applicable, the Guarantors, regardless of whether 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.

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      Section 3.7. Payment of Interest;
Interest Rights Preserved.

       

      Except as otherwise
provided as contemplated by Section 3.1 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 (a) or
(b) below:

       

      (a) 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 mailed, first-class postage prepaid, to each Holder
of Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the 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 (b).

       

      (b) 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 3.8. Persons Deemed
Owners.

       

      Except as otherwise
provided as contemplated by Section 3.1 with respect to any series of
Securities, prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and, if applicable, the Guarantors and any agent
thereof 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 3.5 and Section 3.7) any interest
on such Security and for all other purposes whatsoever, regardless of whether
such Security be overdue, and none of the Company, 

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      the Trustee nor, if
applicable, the Guarantors nor any agent of any of them shall be affected by
notice to the contrary.

       

      No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee, and, if
applicable, the Guarantors and any agent of thereof as the owner of such Global
Security for all purposes whatsoever.

       

      Section 3.9. Cancellation.

       

      All Securities
surrendered for payment, redemption, 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
canceled 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
canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary practices, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition from time to time upon written
request.

       

      Section 3.10. Computation of
Interest.

       

      Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
year of twelve 30-day months.

       

      Section 3.11. CUSIP or CINS
Numbers.

       

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

       

      ARTICLE FOUR

      SATISFACTION AND
DISCHARGE

       

      Section 4.1. Satisfaction and Discharge
of Indenture.

       

      This Indenture
shall cease to be of further effect and will be discharged with respect to the
Securities of any series (except as to any surviving rights of registration of
transfer or exchange of Securities and certain rights of the Trustee, in each
case, herein expressly provided for), and the Trustee, upon Company Request and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities,
when:

       

      (a) either:

       

      (i) all such Securities
theretofore authenticated and delivered (other than (A) such Securities
which have been destroyed, lost or stolen and which have been 

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      replaced or paid as
provided in Section 3.6, and (B) such Securities for the payment of which
money has theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

       

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

       

      (A) have become due and
payable; or

       

      (B) will become due and
payable at their Stated Maturity within one year; or

       

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

       

      and the Company, in
the case of (ii)(A), (B) or (C) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
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, together with instructions from the Company irrevocably directing
the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be;

       

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

       

      (c) the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
which, taken together, state that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to
such Securities have been complied with.

       

      Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Securities of
any series, (x) the obligations of the Company to the Trustee under
Section 6.7, the obligations of the Trustee to any Authenticating Agent
under Section 6.14 and the right of the Trustee to resign under
Section 6.10 shall survive, and (y) if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the obligations of the
Company and the Trustee under Section 4.2, Section 6.6,
Section 10.2 and the last paragraph of Section 10.3 shall
survive.

       

      Section 4.2. Application of Trust
Money.

       

      Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with
the Trustee pursuant to Section 4.1 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 the payment
of which such money has been deposited with the Trustee.

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      ARTICLE FIVE

      REMEDIES

       

      Section 5.1. 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):

       

      (a) 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 (regardless of
whether such payment is prohibited by the provisions of Article Fifteen
hereof); or

       

      (b) default in the
payment of the principal of (or premium, if any, on) any Security of that series
at its Maturity (regardless of whether such payment is prohibited by the
provisions of Article Fifteen hereof); or

       

      (c) default in the
performance, or breach, of any covenant set forth in Article Ten in this
Indenture (other than a covenant a default in the performance of which or the
breach of which 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 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or

       

      (d) default in the
performance, or breach, of any covenant in this Indenture (other than a covenant
in Article Ten or any other covenant a default in the performance of which
or the breach of which 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 180 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or

       

      (e) the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of any order for relief against it in
an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors; or

       

      (f) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that
(i) is for relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company or for all or substantially all of its property, or
(iii) orders the liquidation of the Company; and the order or decree remains
unstayed and in effect for 60 consecutive days; or

       

      (g) default in the
deposit of any sinking fund payment when due; or

       

      (h) any other Event of
Default provided with respect to Securities of that series in accordance with
Section 3.1.

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      Section 5.2. Acceleration of Maturity;
Rescission and Annulment.

       

      If an Event of
Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of 25% in
aggregate principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and
payable.  Notwithstanding the foregoing, if an Event of Default
specified in clause (e) or (f) of Section 5.1 occurs, the Securities of any
series at the time Outstanding shall be due and payable immediately without
further action or notice.

       

      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 Five 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:

       

      (a) the Company or, if
applicable, one or more of the Guarantors has paid or deposited with the Trustee
a sum sufficient to pay:

       

      (i) all overdue
interest on all Securities of that series;

       

      (ii) 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;

       

      (iii) 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

       

      (iv) 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

       

      (b) 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 5.13.

       

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

       

      Section 5.3. Collection of Indebtedness
and Suits for Enforcement by Trustee.

       

      The Company
covenants that if:

       

      (a) default is made in
the payment of any installment of interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days
(regardless of whether such payment is prohibited by the provisions of
Article Fifteen hereof); or

       

      (b) default is made in
the payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof (regardless of whether such payment is prohibited by the
provisions of Article Fifteen hereof),

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

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

       

      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 by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

       

      Section 5.4. Trustee May File Proofs of
Claim.

       

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

       

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

       

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

       

      and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if 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 6.7.

       

      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,
compromise, arrangement, adjustment or composition affecting the Securities or,
if applicable, the Securities Guarantee 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.

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      Section 5.5. Trustee May Enforce Claims
Without Possession of Securities.

       

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

       

      Section 5.6. Application of Money
Collected.

       

      Any money collected
by the Trustee pursuant to this Article Five 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 6.7;

       

      SECOND: Subject to
Article Fifteen, 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;
and

       

      THIRD: The balance,
if any, to the Company.

       

      Section 5.7. Limitation on
Suits.

       

      No Holder of any
Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture (including, if applicable,
the Securities Guarantee), or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

       

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

       

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

       

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

       

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

       

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

       

      it being understood
and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other 

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      of such Holders, or
to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such
Holders.

       

      Section 5.8. 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 (subject to Section 3.7,
Section 9.2, Article Fifteen and Article Sixteen), to receive
payment of the principal of and any premium and  interest on such
Security on the Stated Maturity or 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 5.9. Restoration of Rights and
Remedies.

       

      If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Guarantors, 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 5.10. 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 3.6, 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 5.11. Delay or Omission Not
Waiver.

       

      To fullest extent
permitted by applicable law, 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 Five 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 5.12. Control by
Holders.

       

      The Holders of not
less than 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, however, that:

       

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

       

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

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

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

       

      Section 5.13. Waiver of Past
Defaults.

       

      By written notice
to the Company and the Trustee, 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) a continuing
default in the payment of the principal of or any premium or interest on any
Security of such series; or

       

      (b) a default 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 5.14. Undertaking for
Costs.

       

      All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant, other than the Trustee, in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

       

      Section 5.15. Waiver of Stay or Extension
Laws.

       

      Each of the Company
and the Guarantors 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 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 each of the Company and the Guarantors (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.

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      ARTICLE SIX

      THE
TRUSTEE

       

      Section 6.1. Certain Duties and
Responsibilities.

       

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

       

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

       

      (ii) in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether they conform to the requirements of this
Indenture.

       

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

       

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

       

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

       

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

       

      (iii) the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, given pursuant to
Section 5.12, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and

       

      (iv) 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.

       

      (d) Regardless of
whether 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.

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      Section 6.2. Notice of
Defaults.

       

      Within 90 days
after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of
such series, as their names and addresses appear in the Security Register,
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of or any premium or interest
on any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee may withhold from Holders
of Securities notice of any continuing Default or Event of Default if a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and, provided, further, that in the case of
any Default of the character specified in Section 5.1(c) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 90 days after the occurrence thereof and that in the case of any Default
of the character specified in Section 5.1(d) with respect to Securities of
such series, no such notice to Holders shall be given until at least 180 days
after the occurrence thereof.

       

      Section 6.3. Certain Rights of
Trustee.

       

      Subject to the
provisions of Section 6.1:

       

      (a) the Trustee may
conclusively rely and shall be fully 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;

       

      (b) any request or
direction of the Company or a Guarantor mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security to the Trustee for authentication and delivery pursuant to
Section 3.3, which shall be sufficiently evidenced as provided therein) and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

       

      (c) 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) shall be entitled to receive and may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate;

       

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

       

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

       

      (f) the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, 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 

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

       

      (g) the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents 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 and shall not be responsible
for the supervision of officers and employees of such agents or
attorneys;

       

      (h) the Trustee may
request that the Company and, if applicable, the Guarantors deliver an Officer’s
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer’s Certificate may be signed by any person authorized to sign an
Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;

       

      (i) the Trustee shall
be entitled to the rights and protections afforded to the Trustee pursuant to
this Article Six in acting as a Paying Agent or Security Registrar
hereunder;

       

      (j) the Trustee shall
not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a Default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture; and

       

      (k) anything in this
Indenture notwithstanding, in no event shall the Trustee be liable for any
special, indirect, punitive, incidental or consequential loss or damage of any
kind whatsoever (including but not limited to loss of profit), even if the
Company has been advised as to the likelihood of such loss or damage and
regardless of the form of action.

       

      Section 6.4. 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 or, if
applicable, the Guarantors, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness.  Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

       

      Section 6.5. May Hold
Securities.

       

      The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or, if applicable, any Guarantor, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 310(b) and 311 of the Trust Indenture Act and Section 6.8,
Section 6.9 and Section 6.13, may otherwise deal with the Company or,
if applicable, the Guarantors with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

       

      Section 6.6. 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 in
writing with the Company or, if applicable, one or more of the
Guarantors.

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      Section 6.7. Compensation and
Reimbursement.

       

      The Company
agrees:

       

      (a) 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);

       

      (b) 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
negligence or bad faith; and

       

      (c) to indemnify each
of the Trustee and its officers, directors, agents and employees for, and to
hold it and them harmless against, any loss, liability or expense incurred
without negligence, bad faith or willful misconduct on its or their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
or themselves against any claim or liability in connection with the exercise or
performance of any of its or their powers or duties hereunder.

       

      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 and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
the principal of (and premium, if any) or interest on particular
Securities.  Such obligations of the Company under this Section shall
not be subordinated to the payment of Senior Debt pursuant to
Article Fifteen.

       

      Without limiting
any rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(e) or Section 5.1(f), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services of the Trustee are intended to constitute expenses of administration
under any applicable Bankruptcy Law.

       

      The provisions of
this Section 6.7 shall survive the resignation or removal of the Trustee
and the termination or satisfaction and discharge of this Indenture and the
Legal Defeasance of the Securities.

       

      Section 6.8. Disqualification;
Conflicting Interests.

       

      Reference is made
to Section 310(b) of the Trust Indenture Act.  There shall be excluded
from the operation of Section 310(b)(1) of the Trust Indenture Act this
Indenture with respect to the Securities of more than one series.

       

      Section 6.9. Corporate Trustee Required;
Eligibility.

       

      There shall at all
times be a Trustee hereunder which shall 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 exercise corporate trust
powers, having a combined capital and surplus required by the Trust Indenture
Act, subject to supervision or examination by Federal or State
authority.  If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  The Trustee shall not be an obligor upon the Securities or
an Affiliate thereof.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of 

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article Six.

       

      Section 6.10. Resignation and Removal;
Appointment of Successor.

       

      (a) No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of
Section 6.11.

       

      (b) 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 of appointment by a successor Trustee required by Section 6.11
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.

       

      (c) 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.

       

      (d) If at any
time:

       

      (i) the Trustee shall
fail to comply with Section 310(b) of the Trust Indenture Act 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

       

      (ii) the Trustee shall
cease to be eligible under Section 6.9 and shall fail to resign after
written request therefor by the Company or by any such Holder; or

       

      (iii) 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 by a Board Resolution may remove the Trustee with respect
to all Securities, or (B) subject to Section 5.14, 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.

      


      (e) If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of
Section 6.11.  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 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent 

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      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 6.11, 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.

       

      (f) 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 1.7.  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 6.11. Acceptance of Appointment by
Successor.

       

      (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities, the
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company, the Guarantors (if applicable) 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, any Guarantor (if applicable) or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

       

      (b) 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 Guarantors (if applicable),
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) 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, (ii)
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
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such 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, any Guarantor (if applicable)
or any successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee with respect to the
Securities of the series to which the appointment of such successor relates and
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 such series.

       

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      (c) Upon request of any
such successor Trustee, the Company and, if applicable, the Guarantors shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

       

      (d) 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 and the
Trust Indenture Act.

       

      Section 6.12. 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 Six, 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 6.13. Preferential Collection of
Claims Against Company.

       

      Reference is made
to Section 311 of the Trust Indenture Act.  For purposes of Section
311(b) of the Trust Indenture Act:

       

      (a) the term “cash
transaction” means any transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable
upon demand;

       

      (b) the term
“self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company or, if
applicable, any Guarantor for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously constituting the
security, provided the security is received by the Trustee simultaneously with
the creation of the creditor relationship with the Company or, if applicable,
such Guarantor arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.

       

      Section 6.14. 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 exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.6, 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 

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      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 all or substantially all of 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 and, if applicable, the Guarantors.  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 and, if
applicable, the Guarantors.  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, if applicable, the
Guarantors and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register.  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.

       

      Except with respect
to an Authenticating Agent appointed at the request of the Company or, if
applicable, the Guarantors, the Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section 6.14, and the Trustee shall be entitled to be reimbursed by the
Company or, if applicable, the Guarantors for such payments, subject to the
provisions of Section 6.7.

       

      If an appointment
with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate 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

       

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      ARTICLE SEVEN

      HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY

       

      Section 7.1. Company to Furnish Trustee
Names and Addresses of Holders.

       

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

       

      (a) semi-annually, not
more than 15 days after each Regular Record Date for a series of Securities, a
list for such series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of such Regular Record Date; and

       

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

       

      provided, however, that if and so long
as the Trustee shall be the Security Registrar, no such list need be furnished
with respect to such series of Securities.

       

      Section 7.2. Preservation of Information;
Communications to Holders.

       

      (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.1 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 7.1 upon receipt of
a new list so furnished.

       

      (b) If three or more
Holders (herein referred to as “applicants”) apply in writing to the Trustee,
and furnish to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this Indenture
or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either:

       

      (i) afford such
applicants access to the information preserved at the time by the Trustee in
accordance with Section 7.2(a); or

       

      (ii) inform such
applicants as to the approximate number of Holders whose names and addresses
appear in the information preserved at the time by the Trustee in accordance
with Section 7.2(a), and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in such
application.

       

      If the Trustee
shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder
whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 7.2(a) a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the SEC, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interest of the Holders or would be
in violation of applicable law.  Such written statement shall specify
the basis of such opinion.  If the 

       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      SEC, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the SEC
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

       

      (c) Every Holder of
Securities, by receiving and holding the same, agrees with the Company, the
Guarantors (if applicable) and the Trustee that none of the Company, the
Guarantors (if applicable) nor the Trustee nor any agent of any of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 7.2(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.2(b).

       

      Section 7.3. Reports by
Trustee.

       

      Any Trustee’s
report required pursuant to Section 313(a) of the Trust Indenture Act shall be
dated as of May 15, and shall be transmitted within 60 days after May 15 of each
year (but in all events at intervals of not more than 12 months), commencing
with the year 20__, by mail to all Holders, as their names and addresses appear
in the Security Register.  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 SEC and with the
Company.  The Company will notify the Trustee when any Securities are
listed on any stock exchange.

       

      Section 7.4. Reports by
Company.

       

      So long as clauses
(1), (2) and (3) of Section 314(a) of the Trust Indenture Act (or any successor
provisions of law) are applicable to this Indenture, the Company
shall:

       

      (a) file with the
Trustee, within 15 days after the Company files the same with the SEC, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may from time to time
by rules and regulations prescribe) which the Company may be required to file
with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
SEC, in accordance with rules and regulations prescribed from time to time by
the SEC, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

       

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

       

      (c) transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to clauses (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the SEC.

       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      ARTICLE EIGHT

      CONSOLIDATION, AMALGAMATION,
MERGER AND SALE

       

      Section 8.1. Company May Consolidate,
Etc., Only on Certain Terms.

       

      The Company shall
not consolidate or merge with or into any other Person or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of the
properties and assets of the Company and, if applicable, the Guarantors on a
consolidated basis to any other Person unless:

       

      (a) either: (i) the
Company is the surviving Person; or (ii) the Person formed by or surviving any
such consolidation, amalgamation or merger or resulting from such conversion (if
other than the Company) or to which such sale, assignment, transfer, conveyance
or other disposition has been made is a corporation, limited liability company
or limited partnership organized or existing under the laws of the United
States, any State thereof or the District of Columbia;

       

      (b) the Person formed
by or surviving any such conversion, consolidation, amalgamation or merger (if
other than the Company) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to agreements
reasonably satisfactory to the Trustee, which may include an indenture
supplemental hereto;

       

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

       

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

       

      Section 8.2. Successor
Substituted.

       

      Upon any
consolidation or merger of the Company with or into any other Person or any
sale, conveyance, transfer, lease or other disposition of all or substantially
all of the properties and assets of the Company and, if applicable, the
Guarantors on a consolidated basis in accordance with Section 8.1, the
successor or resulting Person formed by or resulting upon such consolidation or
merger (if other than the Company) or to which such sale, conveyance, transfer,
lease or other disposition 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 Company and each
of the Guarantors shall be relieved of all obligations and covenants under this
Indenture and the Securities.

       

      ARTICLE NINE

      AMENDMENT,
SUPPLEMENT AND
WAIVER

       

      Section 9.1. Without Consent of
Holders.

       

      The Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Securities Guarantees or the Securities without the consent of any holder of a
Security:

       

      (a) to cure any
ambiguity or defect or to correct or supplement any provision herein that may be
inconsistent with any other provision herein; or

       

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (b) 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, to the extent applicable,
of the Securities; or

       

      (c) to provide for
uncertificated Securities in addition to or in place of certificated Securities;
provided that the
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Code, or in the manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of the Code; or

       

      (d) to add a Securities
Guarantee and cause any Person to become a Guarantor, and/or to evidence the
succession of another Person to a Guarantor and the assumption by any such
successor of the Securities Guarantee of such Guarantor herein and, to the
extent applicable, endorsed upon any Securities of any series; or

       

      (e) to secure the
Securities of any series; or

       

      (f) to add to the
covenants of the Company such further covenants, restrictions, conditions or
provisions as the Company shall consider to be appropriate for the benefit of
the Holders of all or any series of Securities (and if such covenants,
restrictions, conditions or provisions 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), to make the occurrence, or the
occurrence and continuance, of a Default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth, or to surrender any right or power herein conferred upon the
Company; provided, that
in respect of any such additional covenant, restriction, condition or provision
such amendment or supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults), may provide for an immediate enforcement upon such
an Event of Default, may limit the remedies available to the Trustee upon such
an Event of Default or may limit the right of the Holders of a majority in
aggregate principal amount of the Securities of such series to waive such an
Event of Default; or

       

      (g) to make any change
to any provision of this Indenture that does not adversely affect the rights or
interests of any Holder of Securities; or

       

      (h) to provide for the
issuance of additional Securities in accordance with the provisions set forth in
this Indenture on the date of this Indenture; or

       

      (i) to add any
additional Defaults or Events of Default in respect of all or any series of
Securities; or

       

      (j) to add to, change
or eliminate 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

       

      (k) to change or
eliminate any of the provisions of this Indenture; provided that any such change
or elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such amendment or supplemental
indenture that is entitled to the benefit of such provision; or

       

      (l) to establish the
form or terms of Securities of any series as permitted by Section 2.1 and
Section 3.1, including to reopen any series of any Securities as permitted
under Section 3.1; or

       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      (m) 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 6.11(b); or

       

      (n) to conform the text
of this Indenture (and/or any supplemental indenture) or any debt securities
issued thereunder to any provision of a description of such debt securities
appearing in a prospectus, prospectus supplement, offering memorandum or
offering circular to the extent that such provision appears on its face to have
been intended to be a verbatim recitation of a provision of this Indenture
(and/or any supplemental indenture) or any debt securities issued thereunder;
or

       

      (o) to modify,
eliminate or add to the provisions of this Indenture to such extent as shall be
necessary to effect the qualification of this Indenture under the Trust
Indenture Act or under any similar federal statute subsequently enacted, and to
add to this Indenture such other provisions as may be expressly required under
the Trust Indenture Act.

       

      Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any
such amendment or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 6.3 hereof, the Trustee will join with the
Company and any Guarantor in the execution of any such amendment or supplemental
indenture, to make any further appropriate agreements and stipulations that may
be therein contained and to accept the conveyance, transfer, assignment,
mortgage, charge or pledge of any property thereunder, but the Trustee shall not
be obligated to enter into any such amendment or supplemental indenture that
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

       

      Section 9.2. With Consent of
Holders.

       

      The Company and the
Trustee may amend or supplement this Indenture, the Securities Guarantees and
the Securities with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series of Securities
affected by such amendment or supplemental indenture, with each such series
voting as a separate class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities) and, subject to Section 5.8 and Section 5.13 hereof, any
existing Default or Event of Default or compliance with any provision of this
Indenture, the Securities Guarantees or the Securities may be waived with
respect to each series of Securities with the consent of the Holders of a
majority in principal amount of the Outstanding Securities of such series voting
as a separate class (including consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities).

       

      Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any
such amendment or supplemental indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of
Securities as aforesaid, and upon receipt by the Trustee of the documents
described in Section 6.3 hereof, the Trustee will join with the Company and
the Guarantors in the execution of such amendment or supplemental indenture
unless such amendment or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but will not be obligated to, enter into
such amendment or supplemental Indenture.

       

      It is not necessary
for the consent of the Holders of Securities under this Section 9.2 to
approve the particular form of any proposed amendment, supplement or waiver, but
it is sufficient if such consent approves the substance of the proposed
amendment, supplement or waiver.

       

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      After an amendment,
supplement or waiver under this Section 9.2 becomes effective, the Company
will mail to the Holders of Securities affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amendment, supplemental indenture
or waiver.  Subject to Section 5.8 and Section 5.13 hereof,
the application of or compliance with, either generally or in any particular
instance, of any provision of this Indenture, the Securities or the Securities
Guarantees may be waived as to each series of Securities by the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series voting as a separate class (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for,
Securities).  However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.2 may not (with
respect to any Securities held by a non-consenting Holder):

       

      (a) 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 that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2, or change the coin or currency in which any Security or any
premium or the 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

       

      (b) reduce the
percentage in principal amount of the Outstanding Securities of any series, the
consent of the Holders of which is required for any such amendment or
supplemental indenture, or the consent of the Holders of which 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

       

      (c) modify any of the
provisions of Section 5.8 or Section 5.13; or

       

      (d) waive a redemption
payment with respect to any Security; provided, however, that any
purchase or repurchase of Securities shall not be deemed a redemption of the
Securities; or

       

      (e) release any
Guarantor from any of its obligations under its Securities Guarantee or this
Indenture, except in accordance with the terms of this Indenture (as amended or
supplemented); or

       

      (f) make any change in
the foregoing amendment and waiver provisions, except to increase any percentage
provided for therein 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.

       

      An amendment or
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that 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.

       

      Section 9.3. Execution of Amendments and
Supplemental Indentures.

       

      In executing, or
accepting the additional trusts created by, any amendment or 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 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such amendment or supplemental
indenture is authorized 

       

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      or permitted by
this Indenture.  The Trustee may, but shall not be obligated to, enter
into any such amendment or supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.

       

      Section 9.4. Effect of Amendments and
Supplemental Indentures.

       

      Upon the execution
of any amendment or supplemental indenture under this Article Nine, this
Indenture shall be modified in accordance therewith, and such amendment or
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 9.5. Conformity with Trust
Indenture Act.

       

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

       

      Section 9.6. Reference in Securities to
Amendments or Supplemental Indentures.

       

      Securities of any
series authenticated and delivered after the execution of any amendment or
supplemental indenture pursuant to this Article Nine 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 amendment or 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 amendment or 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 10.1. 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 10.2. Maintenance of Office or
Agency.

       

      The Company will
maintain in the United States an office or agency (which may be an office of the
Trustee or Registrar or agent of the Trustee or Registrar) where Securities of
each series may be presented or surrendered for payment and surrendered for
registration of transfer or exchange 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.

       

      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.  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.

       

      Except as otherwise
specified with respect to a series of Securities as contemplated by
Section 3.1, the Company hereby initially designates the office of the
Trustee located at 1445 Ross 

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      Avenue, 2nd Floor,
Corporate Trust Department, Dallas, Texas 75202-2812, as the Company’s office or
agency for each such purpose for each series of Securities.

       

      Section 10.3. 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 and 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 and any premium or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to
pay the principal and any premium or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.  For
purposes of this Section 10.3, should a due date for principal of and any
premium or interest on, or sinking fund payment with respect to any series of
Securities not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date until such
Business Day.

       

      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:

       

      (a) hold all sums held
by it for the payment of the principal of and any premium or interest on
Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;

       

      (b) give the Trustee
notice of any Default by the Company (or any other obligor upon the Securities
of that series) in the making of any payment of principal and any premium or
interest on the Securities of that series; and

       

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

       

      The Company and, if
applicable, the Guarantors 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.

       

      Subject to any
applicable escheat or abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of and any premium or interest on any Security of any
series and remaining unclaimed for one year 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 The New York Times and The Wall Street Journal
(national 

       

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      edition), 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 10.4. Existence.

       

      Subject to
Article Eight, the Company and, if any Securities of a series to which
Article Fourteen has been made applicable are Outstanding, each Guarantor
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
and, if applicable, each Guarantor 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 or such Guarantor, as the case may be.

       

      Section 10.5. Statement by Officers as to
Default.

       

      Annually, within
150 days after the close of each fiscal year beginning with the first fiscal
year during which one or more series of Securities are Outstanding, the Company
and, if any Securities of a series to which Article Fourteen has been made
applicable are Outstanding, each Guarantor will deliver to the Trustee a brief
certificate (which need not include the statements set forth in
Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Company’s or such Guarantor’s, as
the case may be, compliance (without regard to any period of grace or
requirement of notice provided herein) with all conditions and covenants under
this Indenture and, if the Company or such Guarantor, as the case may be, shall
be in Default, specifying all such Defaults and the nature and status thereof of
which such officer has knowledge.

       

      ARTICLE ELEVEN

      REDEMPTION OF
SECURITIES

       

      Section 11.1. 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 3.1 for Securities of any series) in accordance with this
Article Eleven.

       

      Section 11.2. Election to Redeem; Notice
to Trustee.

       

      The election of the
Company to redeem any Securities shall be evidenced by a Board
Resolution.  In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 15
days prior to the last date for the giving of notice of such redemption (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be
redeemed.  In the case of any redemption of Securities (a) prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (b) pursuant to an election of
the Company that is subject to a condition specified in the terms of the
Securities of the series to be redeemed, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or
condition.

       

      Section 11.3. Selection by Trustee of
Securities to Be Redeemed.

       

      If less than all
the Securities of any series are to be redeemed (unless all of the Securities of
such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding 

       

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      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 portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

       

      The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.  If the Securities of any
series to be redeemed consist of Securities having different dates on which the
principal is payable or different rates of interest, or different methods by
which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups
of such Securities having specified tenor or terms and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so
specified.

       

      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 11.4. 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:

       

      (a) the Redemption
Date;

       

      (b) the Redemption
Price, or if not then ascertainable, the manner of calculation
thereof;

       

      (c) if less than all
the Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the principal amounts) of the
particular Securities to be redeemed;

       

      (d) 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;

       

      (e) the place or places
where such Securities are to be surrendered for payment of the Redemption Price;
and

       

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

       

      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.

       

      Section 11.5. 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 10.3) an amount of money sufficient to pay
the Redemption Price of, and (except if the 

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

       

      Section 11.6. 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 with respect to Securities of any series as contemplated in
Section 3.1, installments of interest the Stated Maturity of which is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the
provisions of Section 3.7.

       

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

       

      Section 11.7. 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 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 12.1. Applicability of
Article.

       

      The provisions of
this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

       

      The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in
Section 12.2.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

       

      Section 12.2. Satisfaction of Sinking Fund
Payments with Securities.

       

      The Company (a) may
deliver Outstanding Securities of a series (other than any previously called for
redemption) and (b) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in 

       

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      satisfaction of all
or any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series; provided that such Securities
have not been previously so credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

       

      Section 12.3. Redemption of Securities for
Sinking Fund.

       

      Not less than 45
days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.2 and stating
the basis for such credit and that such Securities have not been previously so
credited, and will also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 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 11.4.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.6 and
Section 11.7.

       

      ARTICLE THIRTEEN

      DEFEASANCE

       

      Section 13.1. Option to Effect Legal
Defeasance or Covenant Defeasance.

       

      The Company may, at
the option of its Board of Directors evidenced by a Board Resolution, and at any
time, elect to have either Section 13.2 or Section 13.3 hereof be
applied to all outstanding Securities upon compliance with the conditions set
forth below in this Article Thirteen.

       

      Section 13.2. Legal Defeasance and
Discharge.

       

      Upon the Company’s
exercise under Section 13.1 hereof of the option applicable to this
Section 13.2, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding
Securities (including the Securities Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, “Legal Defeasance”).  For this
purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Debt represented by the
outstanding Securities (including the Securities Guarantees), which will
thereafter be deemed to be “outstanding” only for the purposes of
Section 13.5 hereof and the other sections of this Indenture referred to in
clauses (a) and (b) below, and to have satisfied all their other obligations
under such Securities, the Securities Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

       

      (a) the rights of
Holders of Outstanding Securities to receive payments in respect of the
principal of, or interest or premium, if any, on, such Securities when such
payments are due from the trust referred to in Section 13.4
hereof;

       

      (b) the Company’s
obligations with respect to such Securities under Section 3.4,
Section 3.5, Section 3.6, Section 10.2 and Section 10.3
hereof;

       

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s and the
Guarantors’ obligations in connection therewith; and

       

      (d) this
Article Thirteen.

       

      Subject to
compliance with this Article Thirteen, the Company may exercise its option
under this Section 13.2 notwithstanding the prior exercise of its option
under Section 13.3 hereof.

       

      Section 13.3. Covenant
Defeasance.

       

      Upon the Company’s
exercise under Section 13.1 hereof of the option applicable to this
Section 13.3, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be
released from each of their obligations under the covenants contained in
Section 7.4, Section 8.1 and Section 10.4 hereof as well as any
Additional Defeasible Provisions (such release and termination hereinafter
referred to as “Covenant Defeasance”), and the Securities will thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Securities will not
be deemed outstanding for accounting purposes).  For this purpose,
Covenant Defeasance means that, with respect to the outstanding Securities and
Securities Guarantees, the Company and the Guarantors may fail to comply with
and will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such failure to comply will not constitute a Default or an Event of Default
under Section 5.1 hereof, but, except as specified above, the remainder of
this Indenture and such Securities and Securities Guarantees will be unaffected
thereby.  In addition, upon the Company’s exercise under
Section 13.1 hereof of the option applicable to this Section 13.3
hereof, subject to the satisfaction of the conditions set forth in
Section 13.4 hereof, any Event of Default that constitutes an Additional
Defeasible Provision will no longer constitute an Event of Default.

       

      Section 13.4. Conditions to Legal or
Covenant Defeasance.

       

      In order to
exercise either Legal Defeasance or Covenant Defeasance under either
Section 13.2 or Section 13.3 hereof:

       

      (a) the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders
of the Securities, cash in U.S. dollars, non-callable U.S. Government
Obligations, or a combination of cash in U.S. dollars and non-callable U.S.
Government Obligations, in such amounts as will be sufficient, in the opinion of
a nationally recognized investment bank, appraisal firm, or firm of independent
public accountants, to pay the principal of, and interest and premium, if any,
on, the Outstanding Securities on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Securities are being defeased to such stated date for payment or to
a particular redemption date;

       

      (b) in the case of an
election under Section 13.2 hereof, the Company must deliver to the Trustee
an Opinion of Counsel confirming that:

       

      (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling; or

       

      (ii) since the Issue
Date, there has been a change in the applicable federal income tax
law,

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      in either case to
the effect that, and based thereon such Opinion of Counsel will confirm that,
the Holders of the Outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

       

      (c) in the case of an
election under Section 13.3 hereof, the Company must deliver to the Trustee
an Opinion of Counsel confirming that the Holders of the Outstanding Securities
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

       

      (d) no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);

       

      (e) the deposit must
not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound;

       

      (f) such Legal
Defeasance or Covenant Defeasance must not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this Indenture) to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound;

       

      (g) the Company must
deliver to the Trustee an Officer’s Certificate stating that the deposit was not
made by the Company with the intent of preferring the Holders of Securities over
the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or
others;

       

      (h) the Company must
deliver to the Trustee an Officer’s Certificate stating that all conditions
precedent set forth in clauses (a) through (f) of this Section 13.4 have
been complied with; and

       

      (i) the Company must
deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions, qualifications and exclusions) stating that
all conditions precedent set forth in clauses (b), (c) and (f) of this
Section 13.4 have been complied with.

       

      Section 13.5. Deposited Money and U.S.
Government Obligations to be Held in Trust, Other Miscellaneous
Provisions.

       

      Subject to
Section 13.6 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.5, the “Trustee”)
pursuant to Section 13.4 hereof in respect of the Outstanding Securities
will 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 Paying Agent (including the Company acting as 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, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

       

      The Company will
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable U.S. Government Obligations deposited
pursuant to 

       

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      Section 13.4
hereof 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
the Outstanding Securities.

       

      Notwithstanding
anything in this Article Thirteen to the contrary, the Trustee will deliver
or pay to the Company from time to time upon the request of the Company any
money or non-callable U.S. Government Obligations held by it as provided in
Section 13.4 hereof which, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 13.4(a) hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

       

      Section 13.6. Repayment.

       

      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 premium, if any, or interest on any Security
and remaining unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Security will thereafter be permitted to 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, will 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 The New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

       

      Section 13.7. Reinstatement.

       

      If the Trustee or
Paying Agent is unable to apply any United States dollars or non-callable U.S.
Government Obligations in accordance with Section 13.2 or Section 13.3
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s and the Guarantors’ obligations under this
Indenture and the Securities and the Securities Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 13.2 or
Section 13.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 13.2 or
Section 13.3 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of or premium, if any, or interest on
any Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

       

      ARTICLE FOURTEEN

      GUARANTEE OF
SECURITIES

       

      Section 14.1. Securities
Guarantee.

       

      (a) Subject to the
other provisions of this Article Fourteen, each of the Guarantors hereby
jointly and severally guarantees to each Holder of a Security of each series to
which this Article Fourteen has been made applicable as provided in
Section 3.1(t) (the Securities of such series being referred to herein as
the “Guaranteed Securities”) (which Security has been authenticated and
delivered by the Trustee), and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Guaranteed Securities, or the obligations of the Company hereunder or
thereunder, that:

       

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      (i) the principal of
and premium, if any, and interest on the Guaranteed Securities will be promptly
paid in full when due, whether at maturity, or by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the
Guaranteed Securities, if any, if lawful, and all other obligations of the
Company to the Holders of Guaranteed Securities, or the Trustee hereunder or
thereunder, will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and

       

      (ii) in case of any
extension of time of payment or renewal of any Guaranteed Securities or any of
such other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

       

      Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay
the same immediately.  Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.

       

      (b) To the extent
permissible under applicable law, the obligations of the Guarantors under this
Securities Guarantee are unconditional, irrespective of the validity, regularity
or enforceability of the Guaranteed Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Guaranteed Securities with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.  To the extent permitted by
applicable law, each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Securities
Guarantee will not be discharged except by complete performance of the
obligations contained in the Guaranteed Securities and this
Indenture.

       

      (c) If any Holder or
the Trustee is required by any court or otherwise to return to the Company, the
Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by
either to the Trustee or such Holder, this Securities Guarantee, to the extent
theretofore discharged, will be reinstated in full force and
effect.

       

      (d) Each Guarantor
agrees that it will not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.  Each Guarantor further
agrees that, to the extent permitted by applicable law, as between the
Guarantors, on the one hand, and the Holders of Guaranteed Securities and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Five hereof for the
purposes of this Securities Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article Five hereof, such obligations
(regardless of whether due and payable) will forthwith become due and payable by
the Guarantors for the purpose of this Securities Guarantee.  The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Securities Guarantee.

       

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      Section 14.2. Limitation on Guarantor
Liability.

       

      Each Guarantor, and
by its acceptance of Guaranteed Securities, each Holder thereof, hereby confirms
that it is the intention of all such parties that the Securities Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or State law to the extent applicable to any
Securities Guarantee.  To effectuate the foregoing intention, the
Trustee, to the extent permitted under applicable law, the Holders and each
Guarantor hereby irrevocably agree that the obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article Fourteen, result in the obligations of such Guarantor under its
Securities Guarantee not constituting a fraudulent transfer or
conveyance.

       

      Section 14.3. Execution and Delivery of
Securities Guarantee Notation.

       

      To evidence its
Securities Guarantee set forth in Section 14.1 hereof, each Guarantor
hereby agrees that a notation of such Securities Guarantee substantially in the
form set forth in Section 2.3 or established in or pursuant to a Board
Resolution or in an indenture supplemental hereto, in accordance with the
provisions of Section 2.1, will be endorsed by an officer of such Guarantor
on each Guaranteed Security authenticated and delivered by the Trustee and that
this Indenture will be executed on behalf of such Guarantor by one of its
officers.

       

      Each Guarantor
hereby agrees that its Securities Guarantee set forth in Section 14.1
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Guaranteed Security a notation of such Securities
Guarantee.

       

      If an officer whose
signature is on this Indenture or on the Securities Guarantee no longer holds
that office at the time the Trustee authenticates the Guaranteed Security on
which a Securities Guarantee is endorsed, the Securities Guarantee will be valid
nevertheless.

       

      The delivery of any
Guaranteed Security by the Trustee, after the authentication thereof hereunder,
will constitute due delivery of the Securities Guarantee of such Guaranteed
Security set forth in this Indenture on behalf of the Guarantors.

       

      ARTICLE FIFTEEN

      SUBORDINATION OF
SECURITIES

       

      Section 15.1. Securities Subordinated to
Senior Debt.

       

      The Company and the
Trustee each covenants and agrees, and each Holder, by its acceptance of a
Security, likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Fifteen; and each Person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that the payment of the principal of and
interest and premium, if any, on each and all of the Securities shall, to the
extent and in the manner set forth in this Article Fifteen, be subordinated
in right of payment to the prior payment in full, in cash or cash equivalents,
of all existing and future Senior Debt.

       

      Section 15.2. No Payment on Securities in
Certain Circumstances.

       

      (a) No direct or
indirect payment by or on behalf of the Company of the principal of or interest
or premium, if any, on each and all of the Securities (other than with the
money, securities or proceeds held under any defeasance trust established in
accordance with this 

       

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      Indenture), whether
pursuant to the terms of the Securities or upon acceleration or otherwise, shall
be made if, at the time of such payment, there exists a default in the payment
of all or any portion of the obligations on any Designated Senior Debt and such
default shall not have been cured or waived or the benefits of this sentence
waived by or on behalf of the holders of such Senior Debt.

       

      (b) During the
continuance of any other event of default with respect to any Designated Senior
Debt pursuant to which the maturity thereof may be accelerated, upon receipt by
the Trustee of written notice from the trustee or other representative for the
holders of such Designated Senior Debt (or the holders of at least a majority in
principal amount of such Designated Senior Debt then outstanding), no payment of
the principal of or interest or premium, if any, on each and all of the
Securities (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture) may be made by
or on behalf of the Company upon or in respect of the Securities for a period (a
“Payment Blockage Period”) commencing on the date of receipt of such notice and
ending 179 days thereafter (unless, in each case, such Payment Blockage Period
has been terminated by written notice to the Trustee from such trustee of, or
other representatives for, such holders or by payment in full in cash or cash
equivalents of such Designated Senior Debt or such event of default has been
cured or waived). Not more than one Payment Blockage Period may be commenced
with respect to the Securities during any period of 360 consecutive days.
Notwithstanding anything in this Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is in
effect. No event of default that existed or was continuing (it being
acknowledged that any subsequent action that would give rise to an event of
default pursuant to any provision under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose) on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Debt initiating such Payment Blockage Period
shall be, or shall be made, the basis for the commencement of a second Payment
Blockage Period by the trustee or other representative for the holders of such
Designated Senior Debt, whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days.

       

      (c) In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee or
any Holder when such payment is prohibited by clause (a) or (b) above, the
Trustee shall promptly notify the holders of Senior Debt of such prohibited
payment and such payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, but only to the extent that, upon notice from the Trustee
to the holders of Senior Debt that such prohibited payment has been made, the
holders of the Senior Debt (or their representative or representatives of a
trustee) within 30 days of receipt of such notice from the Trustee notify the
Trustee of the amounts then due and owing on the Senior Debt, if any, and only
the amounts specified in such notice to the Trustee shall be paid to the holders
of Senior Debt and any excess above such amounts due and owing on Senior Debt
shall be paid to the Company.

       

      Section 15.3. Payment over of Proceeds
upon Dissolution, Etc.

       

      (a) Upon any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities (other than with the money, securities
or proceeds held under any defeasance trust established in accordance with this
Indenture), in connection with any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings or other
marshalling of assets for the benefit of creditors, all amounts due or to become
due upon all Senior Debt shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee on their behalf shall be entitled
to receive any payment by (or on behalf of) 

       

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      the Company on
account of the Securities, or any payment to acquire any of the Securities for
cash, property or securities, or any distribution with respect to the Securities
of any cash, property or securities. Before any payment may be made by, or on
behalf of, the Company on any Security (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this
Indenture) in connection with any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders or the Trustee on their behalf would be entitled, but for the
provisions of this Article Fifteen, shall be made by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person making such payment or distribution, or by the Holders or the Trustee if
received by them or it, directly to the holders of Senior Debt (pro rata to such
holders on the basis of the respective amounts of Senior Debt held by such
holders) or their representatives or to any trustee or trustees under any
indenture pursuant to which any such Senior Debt may have been issued, as their
respective interests appear, to the extent necessary to pay all such Senior Debt
in full, in cash or cash equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Debt.

       

      (b) To the extent any
payment of Senior Debt (whether by or on behalf of the Company, as proceeds of
security or enforcement of any right of setoff or otherwise) is declared to be
fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then if such payment is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part
thereof originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred. To the extent the obligation to
repay any Senior Debt is declared to be fraudulent or invalid or otherwise set
aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then the obligation so declared fraudulent or invalid or otherwise
set aside (and all other amounts that would come due with respect thereto had
such obligation not been so affected) shall be deemed to be reinstated and
outstanding as Senior Debt for all purposes hereof as if such declaration or
setting aside had not occurred.

       

      (c) In the event that,
notwithstanding the provision in clause (a) above prohibiting such payment
or distribution, any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, shall
be received by the Trustee or any Holder at a time when such payment or
distribution is prohibited by clause (a) above and before all obligations
in respect of Senior Debt are paid in full, in cash or cash equivalents, such
payment or distribution shall be received and held in trust for the benefit of,
and shall be paid over or delivered to, the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their representatives or to any trustee or trustees under any
indenture pursuant to which any such Senior Debt may have been issued, as their
respective interests appear, for application to the payment of all such Senior
Debt remaining unpaid in full, in cash or cash equivalents, after giving effect
to any concurrent payment, distribution or provision therefor to or for the
holders of such Senior Debt.

       

      (d) For purposes of
this Section 15.3, the words “cash, property or securities” shall not be
deemed to include, so long as the effect of this clause is not to cause the
Securities to be treated in any case or proceeding or similar event described in
this Section 15.3 as part of the same class of claims as the Senior Debt or
any class of claims pari
passu with, or senior to, the Senior Debt for any payment or
distribution, securities of the Company or any other Person provided for by a
plan of reorganization or readjustment that are subordinated, at least to the
extent that the Securities are subordinated, to the payment of all Senior Debt
then outstanding; provided that (i) if a
new Person results from such reorganization or readjustment, such Person assumes
the Senior Debt and (ii) the rights of the holders of the Senior Debt are
not, without the 

       

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company with or into, another Person or
the liquidation or dissolution of the Company following the sale, conveyance,
transfer, lease or other disposition of all or substantially all of its property
and assets to another Person upon the terms and conditions provided in
Section 8.1 of this Indenture shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section 15.3 if
such other Person shall, as a part of such consolidation, merger, sale,
conveyance, transfer, lease or other disposition, comply (to the extent
required) with the conditions stated in Section 8.1 of this
Indenture.

       

      Section 15.4. Subrogation.

       

      (a) Upon the payment in
full of all Senior Debt in cash or cash equivalents, the Holders shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Debt until the principal of and premium, if any, and interest on the Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders or the Trustee on their behalf would be entitled
except for the provisions of this Article Fifteen, and no payment pursuant
to the provisions of this Article Fifteen to the holders of Senior Debt by
the Holders or the Trustee on their behalf shall, as between the Company, its
creditors other than holders of Senior Debt, and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Debt. It is understood
that the provisions of this Article Fifteen are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of the Senior Debt, on the other hand.

       

      (b) If any payment or
distribution to which the Holders would otherwise have been entitled but for the
provisions of this Article Fifteen shall have been applied, pursuant to the
provisions of this Article Fifteen, to the payment of all amounts payable
under Senior Debt, then, and in such case, the Holders shall be entitled to
receive from the holders of such Senior Debt any payments or distributions
received by such holders of Senior Debt in excess of the amount required to make
payment in full, in cash or cash equivalents, of such Senior Debt of such
holders.

       

      Section 15.5. Obligations of Company
Unconditional.

       

      (a) Nothing contained
in this Article Fifteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as among the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of and premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders and
creditors of the Company other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Holders or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article Fifteen of the holders of the Senior Debt.

       

      (b) Without limiting
the generality of the foregoing, nothing contained in this Article Fifteen
will restrict the right of the Trustee or the Holders to take any action to
declare the Securities to be due and payable prior to their Stated Maturity
pursuant to Section 5.2 of this Indenture or to pursue any rights or
remedies hereunder; provided,
however, that all Senior Debt then due and payable or thereafter declared
to be due and payable shall first be paid in full, in cash or cash equivalents,
before the Holders or the Trustee are entitled to receive any direct or indirect
payment from the Company with respect to any Security.

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      Section 15.6. Notice to
Trustee.

       

      (a) The Company shall
give prompt written notice to the Trustee of any fact known to the Company that
would prohibit the making of any payment to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fifteen. The Trustee
shall not be charged with the knowledge of the existence of any default or event
of default with respect to any Senior Debt or of any other facts that would
prohibit the making of any payment to or by the Trustee unless and until the
Trustee shall have received notice in writing at its Corporate Trust Office to
that effect signed by an Officer of the Company, or by a holder of Senior Debt
or trustee or agent thereof; and prior to the receipt of any such written
notice, the Trustee shall, subject to Article Six, be entitled to assume
that no such facts exist; provided that, if the Trustee
shall not have received the notice provided for in this Section 15.6 at
least two Business Days prior to the date upon which, by the terms of this
Indenture, any monies shall become payable for any purpose (including, without
limitation, the payment of the principal of or premium, if any, or interest on
any Security), then, notwithstanding anything herein to the contrary, the
Trustee shall have full power and authority to receive any monies from the
Company and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
on or after such prior date except for an acceleration of the Securities prior
to such application. Nothing contained in this Section 15.6 shall limit the
right of the holders of Senior Debt to recover payments as contemplated by this
Article Fifteen. The foregoing shall not apply if the Paying Agent is the
Company. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Senior Debt (or a trustee on behalf of, or other representative of, such holder)
to establish that such notice has been given by a holder of such Senior Debt or
a trustee or representative on behalf of any such holder.

       

      (b) In the event that
the Trustee determines in good faith that any evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article Fifteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this
Article Fifteen and, if such evidence is not furnished to the Trustee, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

       

      Section 15.7. Reliance on Judicial Order
or Certificate of Liquidating Agent.

       

      Upon any payment or
distribution of assets or securities referred to in this Article Fifteen,
the Trustee and the Holders shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which bankruptcy, dissolution,
winding up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person making such payment or distribution, delivered to the
Trustee or to the Holders for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Debt and other
Debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Fifteen.

       

      Section 15.8. Trustee’s Relation to Senior
Debt.

       

      (a) Each of the Trustee
and any Paying Agent shall be entitled to all the rights set forth in this
Article Fifteen with respect to any Senior Debt that may at any time be
held by it in its individual or any other capacity to the same extent as any
other holder of Senior Debt and nothing in this Indenture shall deprive the
Trustee or any Paying Agent of any of its rights as such holder.

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      (b) With respect to the
holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article Fifteen, and no implied covenants or obligations with respect to
the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this
Article Fifteen or otherwise.

       

      Section 15.9. Subordination Rights Not
Impaired by Acts or Omissions of the Company or Holders of Senior
Debt.

       

      No right of any
present or future holders of any Senior Debt to enforce subordination as
provided in this Article Fifteen will at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.
The provisions of this Article Fifteen are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior
Debt.

       

      Section 15.10. Holders Authorize Trustee to
Effectuate Subordination of Securities.

       

      Each Holder by his
acceptance of any Securities authorizes and expressly directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen, and appoints the Trustee
his attorney-in-fact for such purposes, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency, receivership, reorganization or similar proceedings
or upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the property and assets of the Company, the filing of a claim for
the unpaid balance of its Securities in the form required in those proceedings.
If the Trustee does not file a proper claim or proof of indebtedness in the form
required in such proceeding at least 30 days before the expiration of the time
to file such claim or proof, each holder of Senior Debt is hereby authorized to
file an appropriate claim for and on behalf of the Holders.

       

      Section 15.11. Not to Prevent Events of
Default.

       

      The failure to make
a payment on account of principal of or premium, if any, or interest on the
Securities by reason of any provision of this Article Fifteen will not be
construed as preventing the occurrence of an Event of Default.

       

      Section 15.12. Trustee’s Compensation Not
Prejudiced.

       

      Nothing in this
Article Fifteen will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 6.7.

       

      Section 15.13. No Waiver of Subordination
Provisions.

       

      Without in any way
limiting the generality of Section 15.9, the holders of Senior Debt may, at
any time and from time to time, without the consent of or notice to the Trustee
or the Holders, without incurring responsibility to the Holders and without
impairing or releasing the subordination provided in this Article Fifteen
or the obligations hereunder of the Holders to the holders of Senior Debt, do
any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding or secured; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (c) release any
Person liable in any manner for the 

       

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      collection of
Senior Debt; and (d) exercise or refrain from exercising any rights against the
Company and any other Person.

       

      Section 15.14. Payments May Be Paid Prior
to Dissolution.

       

      Nothing contained
in this Article Fifteen or elsewhere in this Indenture shall prevent
(a) the Company, except under the conditions described in Section 15.2
or Section 15.3, from making payments of principal of and premium, if any,
and interest on the Securities, or from depositing with the Trustee any money
for such payments, or (b) the application by the Trustee of any money deposited
with it for the purpose of making such payments of principal of and premium, if
any, and interest on the Securities to the holders entitled thereto unless, at
least two Business Days prior to the date upon which such payment becomes due
and payable, the Trustee shall have received the written notice provided for in
Section 15.2(b) of this Indenture (or there shall have been an acceleration
of the Securities prior to such application) or in Section 15.6 of this
Indenture. The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the
Company.

       

      Section 15.15. Trust Moneys Not
Subordinated.

       

      Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article Four by the
Trustee for the payment of principal of and premium, if any, and interest on the
Securities shall not be subordinated to the prior payment of any Senior Debt
(provided that, at the time deposited, such deposit did not violate any then
outstanding Senior Debt), and none of the Holders shall be obligated to pay over
any such amount to any holder of Senior Debt.

       

      ARTICLE SIXTEEN

      SUBORDINATION OF SECURITIES
GUARANTEES

       

      Section 16.1. Securities Guarantees
Subordinated to Guarantor Senior Debt.

       

      Each Guarantor and
the Trustee each covenants and agrees, and each Holder, by its acceptance of a
Securities Guarantee, likewise covenants and agrees, that all Securities
Guarantees shall be issued subject to the provisions of this
Article Sixteen; and each Person holding any Security, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees that the payment of all obligations on each and all of the Securities
Guarantees shall, to the extent and in the manner set forth in this
Article Sixteen, be subordinated in right of payment to the prior payment
in full, in cash or cash equivalents, of all existing and future Guarantor
Senior Debt of such Guarantor.

       

      Section 16.2. No Payment on Securities
Guarantees in Certain Circumstances.

       

      (a) No direct or
indirect payment by or on behalf of any Guarantor of any obligations on each and
all of the Securities Guarantees (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this
Indenture), whether pursuant to the terms of the Securities Guarantees or upon
acceleration or otherwise, shall be made if, at the time of such payment, there
exists a default in the payment of all or any portion of the obligations on any
Designated Guarantor Senior Debt of such Guarantor and such default shall not
have been cured or waived or the benefits of this sentence waived by or on
behalf of the holders of such Guarantor Senior Debt.

       

      (b) During the
continuance of any other event of default with respect to any Designated
Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated,
upon receipt by the Trustee of written notice from the trustee or other
representative for the holders of such Designated Guarantor Senior Debt (or the
holders of at least a majority in principal amount of such Designated Guarantor
Senior Debt then outstanding), no payment of any

       

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

      obligations on each
and all of the Securities Guarantees (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this
Indenture) may be made by or on behalf of any Guarantor upon or in respect of
the Securities Guarantees for a period (a “Securities Guarantee Payment Blockage
Period”) commencing on the date of receipt of such notice and ending 179 days
thereafter (unless, in each case, such Securities Guarantee Payment Blockage
Period has been terminated by written notice to the Trustee from such trustee
of, or other representatives for, such holders or by payment in full in cash or
cash equivalents of such Designated Guarantor Senior Debt or such event of
default has been cured or waived). Not more than one Securities Guarantee
Payment Blockage Period may be commenced with respect to the Securities
Guarantees during any period of 360 consecutive days. Notwithstanding anything
in this Indenture to the contrary, there must be 180 consecutive days in any
360-day period in which no Securities Guarantee Payment Blockage Period is in
effect. No event of default that existed or was continuing (it being
acknowledged that any subsequent action that would give rise to an event of
default pursuant to any provision under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose) on the date of the commencement of any Securities Guarantee Payment
Blockage Period with respect to the Designated Guarantor Senior Debt initiating
such Securities Guarantee Payment Blockage Period shall be, or shall be made,
the basis for the commencement of a second Securities Guarantee Payment Blockage
Period by the trustee or other representative for the holders of such Designated
Guarantor Senior Debt, whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days.

       

      (c) In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee or
any Holder when such payment is prohibited by clause (a) or (b) above, the
Trustee shall promptly notify the holders of Guarantor Senior Debt of such
prohibited payment and such payment shall be held in trust for the benefit of,
and shall be paid over or delivered to, the holders of Guarantor Senior Debt or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Guarantor Senior Debt may have been
issued, as their respective interests may appear, but only to the extent that,
upon notice from the Trustee to the holders of Guarantor Senior Debt that such
prohibited payment has been made, the holders of the Guarantor Senior Debt (or
their representative or representatives of a trustee) within 30 days of receipt
of such notice from the Trustee notify the Trustee of the amounts then due and
owing on the Guarantor Senior Debt, if any, and only the amounts specified in
such notice to the Trustee shall be paid to the holders of Guarantor Senior Debt
and any excess above such amounts due and owing on Guarantor Senior Debt shall
be paid to such Guarantor.

       

      Section 16.3. Payment over of Proceeds
upon Dissolution, Etc.

       

      (a) Upon any payment or
distribution of assets or securities of a Guarantor of any kind or character,
whether in cash, property or securities (other than with the money, securities
or proceeds held under any defeasance trust established in accordance with this
Indenture), in connection with any dissolution or winding up or total or partial
liquidation or reorganization of such Guarantor, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings or
other marshalling of assets for the benefit of creditors, all amounts due or to
become due upon all Guarantor Senior Debt shall first be paid in full, in cash
or cash equivalents, before the Holders or the Trustee on their behalf shall be
entitled to receive any payment by (or on behalf of) such Guarantor on account
of the Securities Guarantees, or any payment to acquire any of the Securities
Guarantees for cash, property or securities, or any distribution with respect to
the Securities Guarantees of any cash, property or securities. Before any
payment may be made by, or on behalf of, any Guarantor on any Securities
Guarantee (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture), in connection
with any such dissolution, winding up, liquidation or reorganization, any
payment or distribution of assets or securities of such Guarantor of any kind or
character, 

       

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      whether in cash,
property or securities, to which the Holders or the Trustee on their behalf
would be entitled, but for the provisions of this Article Sixteen, shall be
made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person making such payment or distribution or by
the Holders or the Trustee if received by them or it, directly to the holders of
Guarantor Senior Debt (pro rata to such holders on the basis of the respective
amounts of Guarantor Senior Debt held by such holders) or their representatives
or to any trustee or trustees under any indenture pursuant to which any such
Guarantor Senior Debt may have been issued, as their respective interests
appear, to the extent necessary to pay all such Guarantor Senior Debt in full,
in cash or cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Guarantor
Senior Debt.

       

      (b) To the extent any
payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, as
proceeds of security or enforcement of any right of setoff or otherwise) is
declared to be fraudulent or preferential, set aside or required to be paid to
any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then if such payment is recovered by, or paid over to, such
receiver, trustee in bankruptcy, liquidating trustee or other similar Person,
the Guarantor Senior Debt or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment had not
occurred. To the extent the obligation to repay any Guarantor Senior Debt is
declared to be fraudulent or invalid or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
the obligation so declared fraudulent or invalid or otherwise set aside (and all
other amounts that would come due with respect thereto had such obligation not
been so affected) shall be deemed to be reinstated and outstanding as Guarantor
Senior Debt for all purposes hereof as if such declaration or setting aside had
not occurred.

       

      (c) In the event that,
notwithstanding the provision in clause (a) above prohibiting such payment or
distribution, any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Holder at a time when such payment or
distribution is prohibited by clause (a) above and before all obligations in
respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents,
such payment or distribution shall be received and held in trust for the benefit
of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt
(pro rata to such holders on the basis of the respective amounts of Guarantor
Senior Debt held by such holders) or their representatives or to any trustee or
trustees under any indenture pursuant to which any such Guarantor Senior Debt
may have been issued, as their respective interests appear, for application to
the payment of all such Guarantor Senior Debt remaining unpaid in full, in cash
or cash equivalents, after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Guarantor Senior
Debt.

       

      (d) For purposes of
this Section 16.3, the words “cash, property or securities” shall not be
deemed to include, so long as the effect of this clause is not to cause the
Securities Guarantees to be treated in any case or proceeding or similar event
described in this Section 16.3 as part of the same class of claims as the
Guarantor Senior Debt or any class of claims pari passu with, or senior
to, the Guarantor Senior Debt for any payment or distribution, securities of any
Guarantor or any other Person provided for by a plan of reorganization or
readjustment that are subordinated, at least to the extent that the Securities
Guarantees are subordinated, to the payment of all Guarantor Senior Debt then
outstanding; provided
that (i) if a new Person results from such reorganization or readjustment, such
Person assumes the Guarantor Senior Debt and (ii) the rights of the holders of
the Guarantor Senior Debt are not, without the consent of such holders, altered
by such reorganization or readjustment. The consolidation of a Guarantor with,
or the merger of a Guarantor with or into, another Person or the liquidation or
dissolution of a Guarantor following the sale, conveyance, transfer, lease or
other disposition of all or substantially all of its property and assets to
another Person without violation of the terms and conditions provided in this


       

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      Indenture shall not
be deemed a dissolution, winding up, liquidation or reorganization for the
purposes of this Section 16.3.

       

      Section 16.4. Subrogation.

       

      (a) Upon the payment in
full of all Guarantor Senior Debt in cash or cash equivalents, the Holders shall
be subrogated to the rights of the holders of Guarantor Senior Debt to receive
payments or distributions of cash, property or securities of the Guarantors made
on such Guarantor Senior Debt until all obligations arising under the Securities
Guarantees shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Guarantor Senior Debt of any
cash, property or securities to which the Holders or the Trustee on their behalf
would be entitled except for the provisions of this Article Sixteen, and no
payment pursuant to the provisions of this Article Sixteen to the holders
of Guarantor Senior Debt by the Holders or the Trustee on their behalf shall, as
between each Guarantor, its creditors other than holders of Guarantor Senior
Debt, and the Holders, be deemed to be a payment by such Guarantor to or on
account of the Guarantor Senior Debt. It is understood that the provisions of
this Article Sixteen are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of the
Guarantor Senior Debt, on the other hand.

       

      (b) If any payment or
distribution to which the Holders would otherwise have been entitled but for the
provisions of this Article Sixteen shall have been applied, pursuant to the
provisions of this Article Sixteen, to the payment of all amounts payable
under Guarantor Senior Debt, then, and in such case, the Holders shall be
entitled to receive from the holders of such Guarantor Senior Debt any payments
or distributions received by such holders of Guarantor Senior Debt in excess of
the amount required to make payment in full, in cash or cash equivalents, of
such Guarantor Senior Debt of such holders.

       

      Section 16.5. Obligations of Guarantor
Unconditional.

       

      (a) Nothing contained
in this Article Sixteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as among the Guarantors and the Holders, the
obligation of such Guarantors, which is absolute and unconditional, to pay to
the Holders all obligations arising under the Securities Guarantees as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Guarantors other than the holders of the Guarantor Senior Debt, nor shall
anything herein or therein prevent the Holders or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article Sixteen of the holders of the Guarantor Senior Debt.

       

      (b) Without limiting
the generality of the foregoing, nothing contained in this Article Sixteen
will restrict the right of the Trustee or the Holders to take any action to
declare the Securities to be due and payable prior to their Stated Maturity
pursuant to Section 5.2 of this Indenture or to pursue any rights or
remedies hereunder; provided,
however, that all Guarantor Senior Debt then due and payable or
thereafter declared to be due and payable shall first be paid in full, in cash
or cash equivalents, before the Holders or the Trustee are entitled to receive
any direct or indirect payment from any Guarantor with respect to its Securities
Guarantee.

       

      Section 16.6. Notice to
Trustee.

       

      (a) Each Guarantor
shall give prompt written notice to the Trustee of any fact known to such
Guarantor that would prohibit the making of any payment to or by the Trustee in
respect of the Securities Guarantees pursuant to the provisions of this
Article Sixteen. The Trustee shall not be charged with the knowledge of the
existence of any default or event of default with respect to any Guarantor
Senior Debt of any Guarantor or of any other facts that would prohibit the


       

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its Corporate Trust Office to that effect signed by an
Officer of such Guarantor, or by a holder of such Guarantor Senior Debt or
trustee or agent thereof; and prior to the receipt of any such written notice,
the Trustee shall, subject to Article Six, be entitled to assume that no
such facts exist; provided that, if the Trustee
shall not have received the notice provided for in this Section 16.6 at
least two Business Days prior to the date upon which, by the terms of this
Indenture, any monies shall become payable for any purpose (including, without
limitation, the payment of all obligations arising under any Securities
Guarantee), then, notwithstanding anything herein to the contrary, the Trustee
shall have full power and authority to receive any monies from such Guarantor
and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary that may be received by it on or after
such prior date except for an acceleration of the Securities prior to such
application. Nothing contained in this Section 16.6 shall limit the right
of the holders of Guarantor Senior Debt to recover payments as contemplated by
this Article Sixteen. The foregoing shall not apply if the Paying Agent is
the Company. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Guarantor Senior Debt (or a trustee on behalf of, or other representative of,
such holder) to establish that such notice has been given by a holder of such
Guarantor Senior Debt or a trustee or representative on behalf of any such
holder.

       

      (b) In the event that
the Trustee determines in good faith that any evidence is required with respect
to the right of any Person as a holder of Guarantor Senior Debt to participate
in any payment or distribution pursuant to this Article Sixteen, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Sixteen and, if such evidence is not furnished to
the Trustee, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

       

      Section 16.7. Reliance on Judicial Order
or Certificate of Liquidating Agent.

       

      Upon any payment or
distribution of assets or securities referred to in this Article Sixteen,
the Trustee and the Holders shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which bankruptcy, dissolution,
winding up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person making such payment or distribution, delivered to the
Trustee or to the Holders for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Guarantor Senior Debt
and other Debt of a Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Sixteen.

       

      Section 16.8. Trustee's Relation to
Guarantor Senior Debt.

       

      (a) Each of the Trustee
and any Paying Agent shall be entitled to all the rights set forth in this
Article Sixteen with respect to any Guarantor Senior Debt that may at any
time be held by it in its individual or any other capacity to the same extent as
any other holder of Guarantor Senior Debt and nothing in this Indenture shall
deprive the Trustee or any Paying Agent of any of its rights as such
holder.

       

      (b) With respect to the
holders of Guarantor Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article Sixteen, and no implied covenants or obligations with
respect to the holders of Guarantor Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Guarantor Senior Debt and shall not be


       

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

      liable to any such
holders if the Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities Guarantees or to a Guarantor or to any other person cash,
property or securities to which any holders of Guarantor Senior Debt shall be
entitled by virtue of this Article Sixteen or otherwise.

       

      Section 16.9. Subordination Rights Not
Impaired by Acts or Omissions of a Guarantor or Holders of Guarantor Senior
Debt.

       

      No right of any
present or future holders of any Guarantor Senior Debt to enforce subordination
as provided in this Article Sixteen will at any time in any way be
prejudiced or impaired by any act or failure to act on the part of a Guarantor
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by such Guarantor with the terms of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise be charged
with. The provisions of this Article Sixteen are intended to be for the
benefit of, and shall be enforceable directly by, the holders of Guarantor
Senior Debt.

       

      Section 16.10. Holders Authorize Trustee to
Effectuate Subordination of Securities Guarantees.

       

      Each Holder by his
acceptance of any Securities Guarantees authorizes and expressly directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Sixteen, and appoints
the Trustee his attorney-in-fact for such purposes, including, in the event of
any dissolution, winding up, liquidation or reorganization of a Guarantor
(whether in bankruptcy, insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the property and assets of such Guarantor, the
filing of a claim for the unpaid balance of its Securities Guarantees in the
form required in those proceedings. If the Trustee does not file a proper claim
or proof of indebtedness in the form required in such proceeding at least 30
days before the expiration of the time to file such claim or proof, each holder
of Guarantor Senior Debt is hereby authorized to file an appropriate claim for
and on behalf of the Holders.

       

      Section 16.11. Not to Prevent Events of
Default.

       

      The failure to
fulfill any obligation arising under the Securities Guarantees by reason of any
provision of this Article Sixteen will not be construed as preventing the
occurrence of an Event of Default.

       

      Section 16.12. Trustee's Compensation Not
Prejudiced.

       

      Nothing in this
Article Sixteen will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 6.7.

       

      Section 16.13. No Waiver of Subordination
Provisions.

       

      Without in any way
limiting the generality of Section 16.9, the holders of Guarantor Senior
Debt may, at any time and from time to time, without the consent of or notice to
the Trustee or the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this
Article Sixteen or the obligations hereunder of the Holders to the holders
of Guarantor Senior Debt, do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Guarantor Senior Debt or any instrument evidencing the same or any
agreement under which Guarantor Senior Debt is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any manner for
the collection of Guarantor Senior Debt; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      Section 16.14. Payments May Be Paid Prior
to Dissolution.

       

      Nothing contained
in this Article Sixteen or elsewhere in this Indenture shall prevent (a) a
Guarantor, except under the conditions described in Section 16.2 or
Section 16.3, from fulfilling any obligation arising under the Securities
Guarantees, or from depositing with the Trustee any money for such payments, or
(b) the application by the Trustee of any money deposited with it for the
purpose of fulfilling any obligation arising under the Securities Guarantees to
the holders entitled thereto unless, at least two Business Days prior to the
date upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 16.2(b) of this
Indenture (or there shall have been an acceleration of the Securities Guarantees
prior to such application) or in Section 16.6 of this Indenture. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of such Guarantor.

       

      * * *

       


      
        
           


        

        
          75 


          
            

          

        

        
           


        

      


      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, as of the day
and year first above written.

       

      TETRA TECHNOLOGIES,
INC.

      


      


      By:                                                                   

      Name:                                                                   

      Title:                                                                   

      


      


      


      


      


      


      WELLS FARGO BANK,
NATIONAL ASSOCIATION

      
 

      By:                                                                   

      Name:                                                                   

      Title: