d1050015_ex4-4.htm


     Exhibit
4.4

    


     

    
      	 


    

     

    


    


    
      


    

    


    


    KNIGHTSBRIDGE
TANKERS LIMITED

    


    FORM
OF

    


    SUBORDINATED
INDENTURE

    


    Dated as
of [            ], 200[
 ]

    


    


    


    


    [         
   ]

    


    Trustee

    


    


    
       

      
        	 


      

       

      


    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    PAGE

    
      	
              ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE

               

            	
              1

            
	
              SECTION
      1.01.

            	
              Definitions.

            	
              1

            
	
              SECTION
      1.02.

            	
              Other
      Definitions.

            	
              5

            
	
              SECTION
      1.03.

            	
              Incorporation
      by Reference of Trust Indenture Act.

            	
              5

            
	
              SECTION
      1.04.

            	
              Rules
      of Construction.

               

            	
              6

            
	
              ARTICLE
      II THE SECURITIES

               

            	
              6

            
	
              SECTION
      2.01.

            	
              Issuable
      in Series.

            	
              6

            
	
              SECTION
      2.02.

            	
              Establishment
      of Terms of Series of Securities.

            	
              7

            
	
              SECTION
      2.03.

            	
              Execution
      and Authentication.

            	
              9

            
	
              SECTION
      2.04.

            	
              Registrar
      and Paying Agent.

            	
              10

            
	
              SECTION
      2.05.

            	
              Paying
      Agent to Hold Money in Trust.

            	
              10

            
	
              SECTION
      2.06.

            	
              Securityholder
      Lists.

            	
              11

            
	
              SECTION
      2.07.

            	
              Transfer
      and Exchange.

            	
              11

            
	
              SECTION
      2.08.

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities.

            	
              12

            
	
              SECTION
      2.09.

            	
              Outstanding
      Securities.

            	
              12

            
	
              SECTION
      2.10.

            	
              Treasury
      Securities.

            	
              13

            
	
              SECTION
      2.11.

            	
              Temporary
      Securities.

            	
              13

            
	
              SECTION
      2.12.

            	
              Cancellation.

            	
              13

            
	
              SECTION
      2.13.

            	
              Defaulted
      Interest.

            	
              14

            
	
              SECTION
      2.14.

            	
              Global
      Securities.

            	
              14

            
	
              SECTION
      2.15.

            	
              CUSIP
      Numbers.

               

            	
              16

            
	
              ARTICLE
      III REDEMPTION

               

            	
              16

            
	
              SECTION
      3.01.

            	
              Notice
      to Trustee.

            	
              16

            
	
              SECTION
      3.02.

            	
              Selection
      of Securities to be Redeemed.

            	
              16

            
	
              SECTION
      3.03.

            	
              Notice
      of Redemption.

            	
              17

            
	
              SECTION
      3.04.

            	
              Effect
      of Notice of Redemption.

            	
              17

            
	
              SECTION
      3.05.

            	
              Deposit
      of Redemption Price.

            	
              18

            
	
              SECTION
      3.06.

            	
              Securities
      Redeemed in Part.

            	
              18

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

            	 
      	 
      
	
              ARTICLE
      IV COVENANTS

               

            	
              18

            
	
              SECTION
      4.01.

            	
              Payment
      of Principal and Interest.

            	
              18

            
	
              SECTION
      4.02.

            	
              SEC
      Reports.

            	
              18

            
	
              SECTION
      4.03.

            	
              Compliance
      Certificate.

            	
              19

            
	
              SECTION
      4.04.

            	
              Stay,
      Extension and Usury Laws.

            	
              20

            
	
              SECTION
      4.05.

            	
              Corporate
      Existence.

            	
              20

            
	
              SECTION
      4.06.

            	
              Taxes.

            	
              20

            
	
              SECTION
      4.07.

            	
              Additional
      Interest Notice.

            	
              20

            
	
              SECTION
      4.08.

            	
              Further
      Instruments and Acts.

               

            	
              20

            
	
              ARTICLE
      V SUCCESSORS

               

            	
              21

            
	
              SECTION
      5.01.

            	
              When
      Company May Merge, Etc.

            	
              21

            
	
              SECTION
      5.02.

            	
              Successor
      Corporation Substituted.

               

            	
              21

            
	
              ARTICLE
      VI DEFAULTS AND REMEDIES

               

            	
              21

            
	
              SECTION
      6.01.

            	
              Events
      of Default.

            	
              21

            
	
              SECTION
      6.02.

            	
              Acceleration
      of Maturity; Rescission and Annulment.

            	
              23

            
	
              SECTION
      6.03.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee.

            	
              25

            
	
              SECTION
      6.04.

            	
              Trustee
      May File Proofs of Claim.

            	
              25

            
	
              SECTION
      6.05.

            	
              Trustee
      May Enforce Claims Without Possession of Securities.

            	
              26

            
	
              SECTION
      6.06.

            	
              Application
      of Money Collected.

            	
              26

            
	
              SECTION
      6.07.

            	
              Limitation
      on Suits.

            	
              26

            
	
              SECTION
      6.08.

            	
              Unconditional
      Right of Holders to Receive Principal and Interest.

            	
              27

            
	
              SECTION
      6.09.

            	
              Restoration
      of Rights and Remedies.

            	
              27

            
	
              SECTION
      6.10.

            	
              Rights
      and Remedies Cumulative.

            	
              27

            
	
              SECTION
      6.11.

            	
              Delay
      or Omission Not Waiver.

            	
              27

            
	
              SECTION
      6.12.

            	
              Control
      by Holders.

            	
              28

            
	
              SECTION
      6.13.

            	
              Waiver
      of Past Defaults.

            	
              28

            
	
              SECTION
      6.14.

            	
              Undertaking
      for Costs.

               

            	
              28

            
	
              ARTICLE
      VII TRUSTEE

               

            	
              29

            
	
              SECTION
      7.01.

            	
              Duties
      of Trustee.

            	
              29

            
	
              SECTION
      7.02.

            	
              Rights
      of Trustee.

            	
              30

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

            	 
      	 
      
	
              SECTION
      7.03.

            	
              Individual
      Rights of Trustee.

            	
              31

            
	
              SECTION
      7.04.

            	
              Trustee's
      Disclaimer.

            	
              31

            
	
              SECTION
      7.05.

            	
              Notice
      of Defaults.

            	
              31

            
	
              SECTION
      7.06.

            	
              Reports
      by Trustee to Holders.

            	
              31

            
	
              SECTION
      7.07.

            	
              Compensation
      and Indemnity.

            	
              32

            
	
              SECTION
      7.08.

            	
              Replacement
      of Trustee.

            	
              32

            
	
              SECTION
      7.09.

            	
              Successor
      Trustee by Merger, etc.

            	
              33

            
	
              SECTION
      7.10.

            	
              Eligibility;
      Disqualification.

            	
              33

            
	
              SECTION
      7.11.

            	
              Preferential
      Collection of Claims Against Company.

               

            	
              34

            
	
              ARTICLE
      VIII SATISFACTION AND DISCHARGE; DEFEASANCE

               

            	
              34

            
	
              SECTION
      8.01.

            	
              Satisfaction
      and Discharge of Indenture.

            	
              34

            
	
              SECTION
      8.02.

            	
              Application
      of Trust Funds; Indemnification.

            	
              35

            
	
              SECTION
      8.03.

            	
              Legal
      Defeasance of Securities of any Series.

            	
              36

            
	
              SECTION
      8.04.

            	
              Covenant
      Defeasance.

            	
              37

            
	
              SECTION
      8.05.

            	
              Repayment
      to Company.

               

            	
              38

            
	
              ARTICLE
      IX AMENDMENTS AND WAIVERS

               

            	
              38

            
	
              SECTION
      9.01.

            	
              Without
      Consent of Holders.

            	
              38

            
	
              SECTION
      9.02.

            	
              With
      Consent of Holders.

            	
              39

            
	
              SECTION
      9.03.

            	
              Limitations.

            	
              40

            
	
              SECTION
      9.04.

            	
              Compliance
      with Trust Indenture Act.

            	
              40

            
	
              SECTION
      9.05.

            	
              Revocation
      and Effect of Consents.

            	
              41

            
	
              SECTION
      9.06.

            	
              Notation
      on or Exchange of Securities.

            	
              41

            
	
              SECTION
      9.07.

            	
              Trustee
      Protected.

            	
              41

            
	
              SECTION
      9.08.

            	
              Effect
      of Supplemental Indenture.

               

            	
              41

            
	
              ARTICLE
      X MISCELLANEOUS

               

            	
              42

            
	
              SECTION
      10.01.

            	
              Trust
      Indenture Act Controls.

            	
              42

            
	
              SECTION
      10.02.

            	
              Notices.

            	
              42

            
	
              SECTION
      10.03.

            	
              Communication
      by Holders with Other Holders.

            	
              43

            
	
              SECTION
      10.04.

            	
              Certificate
      and Opinion as to Conditions Precedent.

            	
              43

            
	
              SECTION
      10.05.

            	
              Statements
      Required in Certificate or Opinion.

            	
              43

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	 
      
	
              SECTION
      10.06.

            	
              Record
      Date for Vote or Consent of Holders.

            	
              44

            
	
              SECTION
      10.07.

            	
              Rules
      by Trustee and Agents.

            	
              44

            
	
              SECTION
      10.08.

            	
              Legal
      Holidays.

            	
              44

            
	
              SECTION
      10.09.

            	
              No
      Recourse Against Others.

            	
              44

            
	
              SECTION
      10.10.

            	
              Counterparts.

            	
              44

            
	
              SECTION
      10.11.

            	
              Governing
      Laws and Submission to Jurisdiction.

            	
              45

            
	
              SECTION
      10.12.

            	
              No
      Adverse Interpretation of Other Agreements.

            	
              45

            
	
              SECTION
      10.13.

            	
              Successors.

            	
              45

            
	
              SECTION
      10.14.

            	
              Severability.

            	
              45

            
	
              SECTION
      10.15.

            	
              Table
      of Contents, Headings, Etc.

            	
              45

            
	
              SECTION
      10.16.

            	
              Securities
      in a Foreign Currency or in ECU.

            	
              46

            
	
              SECTION
      10.17.

            	
              Judgment
      Currency.

            	
              46

            
	
              SECTION
      10.18.

            	
              Compliance
      with Applicable Anti-Terrorism and Money Laundering
      Regulations.

               

            	
              47

            
	
              ARTICLE
      XI SINKING FUNDS

               

            	
              47

            
	
              SECTION
      11.01.

            	
              Applicability
      of Article.

            	
              47

            
	
              SECTION
      11.02.

            	
              Satisfaction
      of Sinking Fund Payments with Securities.

            	
              48

            
	
              SECTION
      11.03.

            	
              Redemption
      of Securities for Sinking Fund.

            	
              48

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Reconciliation
and tie between Trust Indenture Act of 1939 and Indenture,

    Dated as
of [     ], 200[ ]

     

    
      	
              Section
      310(a)(1)

            	
              7.10

            
	
              (a)(2)

            	
              7.10

            
	
              (a)(3)

            	
              Not
      Applicable

            
	
              (a)(4)

            	
              Not
      Applicable

            
	
              (a)(5)

            	
              7.10

            
	
              (b)

            	
              7.10

            
	
              (c)

            	
              Not
      Applicable

            
	
              Section
      311(a)

            	
              7.11

            
	
              (b)

            	
              7.11

            
	
              (c)

            	
              Not
      Applicable

            
	
              Section
      312(a)

            	
              2.06

            
	
              (b)

            	
              10.03

            
	
              (c)

            	
              10.03

            
	
              Section
      313(a)

            	
              7.06

            
	
              (b)(1)

            	
              7.06

            
	
              (b)(2)

            	
              7.06

            
	
              (c)(1)

            	
              7.06

            
	
              (d)

            	
              7.06

            
	
              Section
      314(a)

            	
              4.02,
      10.05

            
	
              (b)

            	
              Not
      Applicable

            
	
              (c)(1)

            	
              10.04

            
	
              (c)(2)

            	
              10.04

            
	
              (c)(3)

            	
              Not
      Applicable

            
	
              (d)

            	
              Not
      Applicable

            
	
              (e)

            	
              10.05

            
	
              (f)

            	
              Not
      Applicable

            
	
              Section
      315(a)

            	
              7.01

            
	
              (b)

            	
              7.05

            
	
              (c)

            	
              7.01

            
	
              (d)

            	
              7.01

            
	
              (e)

            	
              6.14

            
	
              Section
      316(a)(1)(A)

            	
              6.12

            
	
              (a)(1)(B)

            	
              6.13

            
	
              (a)(2)

            	
              Not
      Applicable

            
	
              (b)

            	
              6.13

            
	
              (c)

            	
              10.06

            
	
              Section
      317(a)(1)

            	
              6.03

            
	
              (a)(2)

            	
              6.04

            
	
              (b)

            	
              2.05

            
	
              Section
      318(a)

            	
              10.01

            


    

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Indenture
dated as of
[                   ],
200[  ] between Knightsbridge Tankers Limited, a company organized under
the laws of Bermuda (the "Company") and [    ] (the
"Trustee").

     

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

     

    ARTICLE
I

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    SECTION
1.01.  Definitions.

     

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

     

    "Affiliate" of any specified
person means any other person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified
person.  For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.

     

    "Agent" means any Registrar or
Paying Agent.

     

    "Bankruptcy Law" means Title 11
of the United States Code (or any successor thereto) or any similar federal or
state law for the relief of debtors.

     

    "Board of Directors" means the
board of directors of the Company or any duly authorized committee
thereof.

     

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

     

    "Business Day" means any day
other than a (x) Saturday, (y) Sunday or (z) day on which state
or federally chartered banking institutions in New York, New York are not
required to be open.

     

    "Capital Stock" of any Person
means any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such Person, but excluding any debt securities convertible into such
equity.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    "Certificated Securities" means
Securities in the form of physical, certificated Securities in registered
form.

     

    "Company" means the party named
as such above until a successor replaces it in accordance with the terms of this
Indenture and thereafter means the successor.

     

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

     

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

     

    "Corporate Trust Office" means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered which office at the date of the
execution of this Indenture is [      ],
Attention: [    ], or at such other address as the Trustee
may designate from time to time.

     

    "Custodian" means any receiver,
trustee, assignee, liquidator, sequestrator or similar official under any
Bankruptcy Law.

     

    "Default" or "default" means
any event which is, or after notice or passage of time or both would be, an
Event of Default.

     

    "Default Rate" means the
default rate of interest specified in the Securities.

     

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

     

    "Discount Security" means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02.

     

    "Dollars" means the currency of
The United States of America.

     

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

     

    "Exchange Act" means the
Securities Exchange Act of 1934, as amended.

     

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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

    "Global Security" or "Global Securities" means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 evidencing all or part of a Series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such
Depository or nominee.

     

    "Holder" or "Securityholder" means a person
in whose name a Security is registered.

     

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

     

    "Interest," in respect of the
Securities, unless the context otherwise requires, refers to interest payable on
the Securities, including any additional interest that may become payable
pursuant to Section 6.02(b).

     

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

     

    "Officer" means the Chairman of
the Board, the President, any Vice-President, the Treasurer, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.

     

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

     

    "Opinion of Counsel" means a
written opinion of legal counsel who is, and which opinion is, acceptable to the
Trustee and its counsel.  Such legal counsel may be an employee of or
counsel to the Company or the Trustee.

     

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

     

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


    "Responsible Officer" means any
officer of the Trustee in its Corporate Trust Office and also means, any vice
president, managing director, director, associate, assistant vice president, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with
a particular subject.

     

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    "SEC" means the Securities and
Exchange Commission.

     

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

     

    "Series" or "Series of Securities" means
each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.01 and 2.02 hereof.

     

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

     

    "Subordinated Indebtedness"
means any indebtedness which is expressly subordinated to the indebtedness
evidenced by Securities.

     

    "Subsidiary" means, in respect
of any Person, any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers, general partners or trustees thereof is at the time owned
or controlled, directly or indirectly, by (i) such Person; (ii) such
Person and one or more Subsidiaries of such Person; or (iii) one or more
Subsidiaries of such Person.

     

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

     

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

     

    "U.S. Government Obligations"
means securities which are (i) direct obligations of The United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of The United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by The United
States of America, and which in the case of (i) and (ii) are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

     

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    SECTION
1.02.  Other
Definitions.

     

    
      	
               

              TERM

            	
               

              DEFINED
      IN SECTION

            
	
              "Applicable
      Law"

            	
              10.18

            
	
              "Event
      of Default"

            	
              6.01

            
	"Instrument"	6.01
	
              "Journal"

            	
              10.16

            
	
              "Judgment
      Currency"

            	
              10.17

            
	
              "Legal
      Holiday"

            	
              10.08

            
	
              "mandatory
      sinking fund payment"

            	
              11.01

            
	
              "Market
      Exchange Rate"

            	
              10.16

            
	
              "New
      York Banking Day"

            	
              10.17

            
	
              "optional
      sinking fund payment"

            	
              11.01

            
	
              "Paying
      Agent"

            	
              2.04

            
	
              "Registrar"

            	
              2.04

            
	
              "Required
      Currency"

            	
              10.17

            
	
              "successor
      person"

            	
              5.01

            
	
              "Temporary
      Securities"

            	
              2.11

            


    

     

    SECTION
1.03.  Incorporation by Reference
of Trust Indenture Act.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.  This Indenture
shall also include those provisions of the TIA required to be included herein by
the provisions of the Trust Indenture Reform Act of 1990.  The
following TIA terms used in this Indenture have the following
meanings:

     

    "indenture securities" means
the Securities.

     

    "indenture security holder"
means a Securityholder.

     

    "indenture to be qualified"
means this Indenture.

     

    "indenture trustee" or
"institutional trustee" means the Trustee.

     

    "obligor" on the indenture
securities means the Company and any successor obligor upon the
Securities.

     


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

     

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

     

    SECTION
1.04.  Rules
of Construction.

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (c)           references
to "generally accepted accounting principles" shall mean generally accepted
accounting principles in effect as of the time when and for the period as to
which such accounting principles are to be applied;

     

    (d)           "or"
is not exclusive;

     

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

     

    (f)           provisions
apply to successive events and transactions;

     

    (g)           references
to agreements and other instruments include subsequent amendments
thereto;

     

    (h)           the
term "merger" includes a statutory share exchange, and the term "merged" has a
correlative meaning; and

     

    (i)           "herein,"
"hereof" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other
subdivision.

     

    ARTICLE
II

     

    THE
SECURITIES

     

    SECTION
2.01.  Issuable in
Series.

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more Series.  All Securities of a Series shall be identical
except as may be set forth in a Board Resolution, a supplemental indenture or an
Officers' Certificate detailing the adoption of the terms thereof pursuant to
the authority granted under a Board Resolution.  In the case of
Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental indenture may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date
from which interest shall accrue) are to be determined.  Securities
may 

      differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the
Indenture.

    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    SECTION
2.02.  Establishment of Terms of
Series of Securities.

     

    At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection (a), and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections (b) through (t) by a Board Resolution, a supplemental
indenture or an Officers' Certificate pursuant to authority granted under a
Board Resolution:

     

    (a)           the
title, designation, aggregate principal amount and authorized denominations of
the Securities of the Series;

     

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

     

    (c)           the
date or dates on which the principal of the Securities of the Series is
payable;

     

    (d)           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date;

     

    (e)           any
optional or mandatory sinking fund provisions or conversion or exchangeability
provisions upon which Securities of the Series shall be redeemed, purchased,
converted or exchanged;

     

    (f)           the
date, if any, after which and the price or prices at which the Securities of the
Series may be optionally redeemed or must be mandatorily redeemed and any other
terms and provisions of optional or mandatory provisions;

     

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

     

    (h)           if
other than the full principal amount, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of acceleration
pursuant to Section 6.02 or provable in bankruptcy;

     

    (i)           any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.02;

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (j)           the
currency or currencies, including composite currencies, in which payments of
principal of, premium or interest, if any, on the Securities of the Series will
be payable, if other than the currency of the United States of
America;

     

    (k)           if
payments of principal of, premium or interest, if any, on the Securities of the
Series will be payable, at the Company's election or at the election of any
Holder, in a currency other than that in which the Securities of the Series are
stated to be payable, the period or periods within which, and the terms and
conditions upon which, the election may be made;

     

    (l)           if
payments of interest, if any, on the Securities of the Series will be payable,
at the Company's election or at the election of any Holder, in cash or
additional securities, and the terms and conditions upon which the election may
be made;

     

    (m)           if
denominated in a currency or currencies other than the currency of the United
States of America, the equivalent price of the Securities of the Series in the
currency of the United States of America for purposes of determining the voting
rights of Holders of the Securities of the Series;

     

    (n)           if
the amount of payments of principal, premium or interest may be determined with
reference to an index, formula or other method based on a coin or currency other
than that in which the Securities of the Series are stated to be payable, the
manner in which the amounts will be determined;

     

    (o)           any
restrictive covenants or other material terms relating to the Securities of the
Series;

     

    (p)           whether
the Securities of the Series will be issued in the form of global securities or
certificates in registered form;

     

    (q)           any
terms with respect to subordination;

     

    (r)           any
listing on any securities exchange or quotation system;

     

    (s)           additional
provisions, if any, related to defeasance and discharge of the offered debt
securities; and

     

    (t)           the
applicability of any guarantees, which would be governed by New York
law.

     

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

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    SECTION
2.03.  Execution and
Authentication.

     

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

     

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

     

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

     

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

     

    The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers'
Certificate delivered pursuant to Section 2.02, except as provided in Section
2.08.

     

    Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers' Certificate complying with Section 10.04, and (c) an
Opinion of Counsel complying with Section 10.04.

     

    The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if a Responsible
Officer of the Trustee in good faith shall determine that such action would
expose the Trustee to personal liability to Holders of any then outstanding
Series of Securities.

     

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

     

    If any
successor that has replaced the Company in accordance with Article 5 has
executed an indenture supplemental hereto with the Trustee pursuant to
Section 5.01, any of the Securities authenticated or delivered prior to
such transaction may, from time to time, at the request of such successor, be
exchanged for other Securities executed in the name of the such successor
with such changes in phraseology and form as may be appropriate, but otherwise
identical to the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon receipt of a Company Order of such successor,
shall authenticate and deliver Securities as specified in such order for the
purpose of such exchange.  If Securities shall at any time be authenticated
and delivered in any new name of such successor pursuant to this provision of
Section 2.03 in exchange or substitution for or upon registration of
transfer of any Securities, such successor, at the option of the Holders but
without expense to them, shall provide for the exchange of all Securities then
outstanding for Securities authenticated and delivered in such new
name.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

     

    SECTION
2.04.  Registrar and Paying
Agent.

     

    The
Company shall maintain, with respect to each Series of Securities, at the place
or places specified with respect to such Series pursuant to Section 2.02, an
office or agency where Securities of such Series may be presented or surrendered
for payment ("Paying Agent") and where Securities of such Series may be
surrendered for registration of transfer or exchange
("Registrar").  The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange.  The
Company will give prompt written notice to the Trustee of the name and address,
and any change in the name or address, of each Registrar and Paying
Agent.  If at any time the Company shall fail to maintain any such
required Registrar or Paying Agent or shall fail to furnish the Trustee with the
name and address thereof, such presentations and surrenders may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations and
surrenders.

     

    The
Company may also from time to time designate one or more co-registrars or
additional paying agents and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations to maintain a Registrar or Paying Agent
in each place so specified pursuant to Section 2.02 for Securities of any Series
for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the name or
address of any such co-registrar or additional paying agent.  The term
"Registrar" includes any co-registrar; and the term "Paying Agent" includes any
additional paying agent.

     

    The
Company hereby appoints [    ] as the initial Registrar and
Paying Agent for each Series unless another Registrar or Paying Agent as the
case may be, is appointed prior to the time Securities of that Series are first
issued.  Each Registrar and Paying Agent shall be entitled to all of
the rights, protections, exculpations and indemnities afforded to the Trustee in
connection with its roles as Registrar and Paying Agent.

     

    SECTION
2.05.  Paying Agent to Hold Money
in Trust.

     

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

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    SECTION
2.06.  Securityholder
Lists.

     

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

     

    SECTION
2.07.  Transfer and
Exchange.

     

    Where
Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same Series, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are
met.  To permit registrations of transfers and exchanges, the Trustee
shall authenticate Securities at the Registrar's request.  Any
exchange or transfer shall be without charge, except that the Company or the
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge required by law; provided that this sentence shall not apply
to any exchange pursuant to Section 2.11, 2.08, 3.06 or 9.06.

     

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

     

    All
Securities issued upon any transfer or exchange of Securities shall be valid
obligations of the Company, evidencing the same debt and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such transfer
or exchange.  Any Registrar appointed pursuant to Section 2.04
shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Securities upon
transfer or exchange of Securities.  Each Holder of a Security agrees
to indemnify the Company and the Trustee against any liability that may result
from the transfer, exchange or assignment of such Holder's Security in violation
of any provision of this Indenture and/or applicable U.S. federal or state
securities law.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
2.09.  Outstanding
Securities.

     

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

     

    If a
Security is replaced pursuant to Section 2.08, it ceases to be outstanding until
the Trustee receives proof satisfactory to it that the replaced Security is held
by a bona fide purchaser.

     

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

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

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

     

    In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02.

     

    SECTION
2.10.  Treasury
Securities.

     

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

     

    SECTION
2.11.  Temporary
Securities.

     

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

     

    SECTION
2.12.  Cancellation.

     

    The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee or its agent any Securities surrendered to them for transfer, exchange,
payment or conversion.  The Trustee and no one else shall cancel, in
accordance with its standard procedures, all Securities surrendered for
transfer, exchange, payment, conversion or cancellation and shall deliver the
cancelled Securities to the Company.  No Security shall be authenticated in
exchange for any Security cancelled pursuant to this
Section 2.12.

     

    The
Company may, to the extent permitted by law, purchase Securities in the open
market or by tender offer at any price or by private agreement.  Any
Securities purchased or otherwise acquired by the Company or any of its
Subsidiaries prior to the final maturity of such Securities may, to the extent
permitted by law, be reissued or resold or may, at the option of the Company, be
surrendered to the Trustee for cancellation.  Any Securities surrendered
for cancellation
may not be reissued or resold and shall be promptly cancelled by the Trustee,
and the Company may not hold or resell such Securities or issue any new
Securities to replace any such Securities.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


     

    SECTION
2.13.  Defaulted
Interest.

     

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

     

    SECTION
2.14.  Global
Securities.

     

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

     

    (b)            (i)       Notwithstanding
any provisions to the contrary contained in Section 2.07 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section
2.07 of the Indenture for Securities registered in the names of Holders other
than the Depository for such Security or its nominee only if (A) such Depository
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time such Depository ceases to be a
clearing agency registered under the Exchange Act, and, in either case, the
Company fails to appoint a successor Depository within 90 days of such event,
(B) the Company executes and delivers to the Trustee an Officers' Certificate to
the effect that such Global Security shall be so exchangeable or (C) an Event of
Default with respect to the Securities represented by such Global Security shall
have happened and be continuing.

     

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

     

    (iii)       Securities
issued in exchange for a Global Security or any portion thereof shall be issued
in definitive, fully registered form, without interest coupons, shall have an
aggregate principal amount equal to that of such Global Security or portion
thereof to be so exchanged, shall be registered in such names and be in such
authorized denominations as the Depository shall designate and shall bear the
applicable legends provided for herein.  Any Global Security to be
exchanged in whole shall be surrendered by the Depository to the Trustee, as
Registrar.  With regard to any Global Security to be exchanged in part,
either such Global Security shall be so surrendered for exchange or, if the
Registrar is acting as custodian for the Depository or its nominee with respect
to such Global Security, the principal amount thereof shall be reduced by an
amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee.  Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depository or an
authorized representative thereof.

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

     

    (iv)          The
registered Holder may grant proxies and otherwise authorize any Person,
including participants in the Depository and persons that may hold interests
through participants in the Depository, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

     

    (v)           In
the event of the occurrence of any of the events specified in 2.14(b)(i), the
Company will promptly make available to the Trustee a reasonable supply of
Certificated Securities in definitive, fully registered form, without interest
coupons.  If (A) an event described in
Section 2.14(b)(i)(A) or (B) occurs and definitive Certificated
Securities are not issued promptly to all beneficial owners or (B) the
Registrar receives from a beneficial owner instructions to obtain definitive
Certificated Securities due to an event described in
Section 2.14(b)(i)(C) and definitive Certificated Securities are not
issued promptly to any such beneficial owner, the Company expressly
acknowledges, with respect to the right of any Holder to pursue a remedy
pursuant to Section 6.07 hereof, the right of any beneficial owner of
Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial owner's Securities as if such
definitive certificated Securities had been issued.

     

    (vi)          Notwithstanding
any provision to the contrary in this Indenture, so long as a Global Security
remains outstanding and is held by or on behalf of the Depository, transfers of
a Global Security, in whole or in part, or of any beneficial interest therein,
shall only be made in accordance with Section 2.07, this
Section 2.14(b) and the rules and procedures of the Depository for
such Global Security to the extent applicable to such transaction and as in
effect from time to time.

     

    (c)           Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

     

    "This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the
Depository.  This Security is exchangeable for Securities registered
in the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depository to a nominee of the Depository, by a nominee
of the Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository."

     

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

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (e)           Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.02, payment of the principal of and interest, if any,
on any Global Security shall be made to the Holder thereof at their registered
office.

     

    (f)           At
all times the Securities are held in book-entry form with a Depository, (i) the
Trustee may deal with such Depository as the authorized representative of the
Holders, (ii) the rights of the Holders shall be exercised only through the
Depository and shall be limited to those established by law and agreement
between the Holders and the Depository and/or direct participants of the
Depository, (iii) the Depository will make book-entry transfers among the direct
participants of the Depository and will receive and transmit distributions of
principal and interest on the Securities to such direct participants; and (iv)
the direct participants of the Depository shall have no rights under this
Indenture, or any supplement hereto, under or with respect to any of the
Securities held on their behalf by the Depository, and the Depository may be
treated by the Trustee and its agents, employees, officers and directors as the
absolute owner of the Securities for all purposes whatsoever.

     

    SECTION
2.15.  CUSIP
Numbers.

     

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

     

    ARTICLE
III

     

    REDEMPTION

     

    SECTION
3.01.  Notice to
Trustee.

     

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

     

    SECTION
3.02.  Selection of Securities to
be Redeemed.

     

    Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers' Certificate, if less than all the
Securities of a Series are to be redeemed, the Registrar shall select the
Securities of the Series to be redeemed in accordance with its customary
procedures.  The Registrar shall make the selection from Securities of
the Series outstanding not previously called for redemption.  The
Registrar may select for redemption portions of the principal of Securities of
the Series that have denominations larger than $1,000.  Securities of
the Series and portions of them it selects shall be in amounts of $1,000 or
whole multiples of $1,000 or, with respect to Securities of any Series issuable
in other denominations pursuant to Section 2.02(g), the minimum principal
denomination for each Series and integral multiples
thereof.  Provisions of this Indenture that apply to Securities of a
Series called for redemption also apply to portions of Securities of that Series
called for redemption.

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

     

    SECTION
3.03.  Notice of
Redemption.

     

    Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers' Certificate, at least [  ] days but
not more than [  ] days before a redemption date, the Company shall
mail a notice of redemption by first-class mail to each Holder whose Securities
are to be redeemed.

     

    The
notice shall identify the Securities of the Series to be redeemed and shall
state:

     

    (a)           the
redemption date;

     

    (b)           the
redemption price;

     

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

     

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

     

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

     

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

     

    At the
Company's written request, the Trustee shall distribute the notice of redemption
prepared by the Company in the Company's name and at its expense.

     

    SECTION
3.04.  Effect of Notice of
Redemption.

     

    Once
notice of redemption is mailed or published as provided in Section 3.03,
Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price.  A notice of redemption
may not be conditional.  Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date.

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    SECTION
3.05.  Deposit of Redemption
Price.

     

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

     

    SECTION
3.06.  Securities Redeemed in
Part.

     

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

     

    


    ARTICLE
IV

     

    COVENANTS

     

    SECTION
4.01.  Payment of Principal and
Interest.

     

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

    


    Unless
otherwise provided under the terms of a particular Series of
Securities:

    


    (a)           an
installment of principal or interest shall be considered paid on the date it is
due if the Paying Agent (other than the Company) holds by
[    ] [a].m., New York City time, on that date money,
deposited by the Company or an Affiliate thereof, sufficient to pay such
installment.  The Company shall (in immediately available funds), to the
fullest extent permitted by law, pay interest on overdue principal and overdue
installments of interest at the rate borne by the Securities per annum;
and

     

    (b)           payment
of the principal of and interest on the Securities shall be made at the office
or agency of the Company maintained for that purpose in
[    ] (which shall initially be [    ],
the Paying Agent) 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;
provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
register; provided,
further, that a Holder with an aggregate principal amount in excess of
$[  ] will be paid by wire transfer in immediately available funds at
the election of such Holder if such Holder has provided wire transfer
instructions to the Company at least [  ] Business Days prior to the
payment date.

     

    SECTION
4.02.  SEC
Reports.

     

    So long
as any Securities are outstanding, the Company shall (i) file with the SEC
within the time periods prescribed by its rules and regulations and
(ii) furnish to the Trustee and the
Holders of the Securities within [  ] days after the date on which the
Company would be required to file the same with the SEC pursuant to its
rules and regulations (giving effect to any grace period provided by
Rule 12b-25 under the Exchange Act), all quarterly and annual financial
information required to be furnished or filed with the SEC pursuant to Section
13 and Section 15(d) of the Exchange Act and, with respect to the annual
consolidated financial statements only, a report thereon by the Company's
independent auditors.  The Company also shall comply with the other
provisions of TIA Section 314(a).

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only, and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).  The Company shall not be required to file any
report or other information with the SEC if the SEC does not permit such filing,
although such reports shall be furnished to the Trustee.  Documents filed
by the Company with the SEC via the SEC's EDGAR system (or any successor
thereto) will be deemed furnished to the Trustee and the Holders of the
Securities as of the time such documents are filed via EDGAR (or such
successor).

     

    SECTION
4.03.  Compliance
Certificate.

     

    The
Company shall deliver to the Trustee, within [   ] days after the
end of each fiscal year of the Company, an officers certificate signed by two of
the Company's officers stating that a review of the activities of the Company
and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge in reasonable detail and the efforts to remedy the
same).  For purposes of this Section 4.03, compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.

     

    The
Company shall deliver to the Trustee, within [  ] days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default described in Section 6.01(e), (f), (g) or (h) and
any event of which it becomes aware that with the giving of notice or the lapse
of time would become such an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.  For the
avoidance of doubt, a breach of a covenant under an Instrument that is not a
payment default and that has not given rise to a right of acceleration under
such Instrument shall not trigger the requirement to provide notice under this
paragraph.

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    SECTION
4.04.  Stay, Extension and
Usury Laws.

     

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

     

    SECTION
4.05.  Corporate
Existence.

     

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

     

    SECTION
4.06.  Taxes.

     

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

     

    SECTION
4.07.  Additional Interest
Notice.

     

    In the
event that the Company is required to pay additional interest to Holders of
Securities pursuant to Section 6.02(b) hereof, the Company shall
provide a direction or order in the form of a written notice to the Trustee (and
if the Trustee is not the Paying Agent, the Paying Agent) of the Company's
obligation to pay such additional interest no later than [   ]
Business Days prior to date on which any such additional interest is scheduled
to be paid.  Such notice shall set forth the amount of additional interest
to be paid by the Company on such payment date and direct the Trustee (or, if
the Trustee is not the Paying Agent, the Paying Agent) to make payment to the
extent it receives funds from the Company to do so.  The Trustee shall not
at any time be under any duty or responsibility to any Holder to determine
whether additional interest is payable, or with respect to the nature, extent,
or calculation of the amount of additional interest owed, or with respect to the
method employed in such calculation of additional interest.

     

    SECTION
4.08.  Further Instruments and
Acts.

     

    The
Company will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture.

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    ARTICLE
V

     

    SUCCESSORS

     

    SECTION
5.01.  When
Company May Merge, Etc.

     

    The
Company shall not consolidate with, enter into a binding share exchange, or
merge into any other Person in a transaction in which it is not the surviving
entity, or sell, assign, convey, transfer or lease or otherwise dispose of all
or substantially all of its properties and assets to any Person (a "successor
person"), unless:

     

    (a)           the
successor person (if any) is a corporation, partnership, trust or other entity
organized and validly existing under the laws of Bermuda,
[    ], the United States, any state of the United States or
the District of Columbia and expressly assumes by a supplemental indenture
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of, and any interest on, all
Securities and the performance or observance of every covenant of this Indenture
on the part of the Company to be performed or observed;

     

    (b)           immediately
after giving effect to the transaction, no Default or Event of Default, shall
have occurred and be continuing; and

     

    (c)           the
Company shall have delivered to the Trustee, prior to the consummation of the
proposed transaction, an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

     

    SECTION
5.02  Successor Corporation
Substituted.

     

    Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with Section
5.01, the successor person formed by such consolidation or into or with which
the Company is merged or to which such sale, lease, conveyance 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 has been named as the Company herein; provided,
however, that the predecessor company in the case of a sale, lease, conveyance
or other disposition of all or substantially all of the assets of the Company
shall not be released from the obligation to pay the principal of and interest,
if any, on the Securities.

     

    ARTICLE
VI

     

    DEFAULTS
AND REMEDIES

     

    SECTION
6.01.  Events of
Default.

     

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

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


     

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

     

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

     

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

     

    (d)           the
Company fails to perform or comply with any of its other covenants or agreements
contained in the Securities or in this Indenture (other than a covenant or
agreement a default in whose performance or whose breach is specifically dealt
with in clauses (a), (b) or (c) of this Section 6.01) and the
default continues for 60 days after notice is given as specified
below;

     

    (e)           any
indebtedness under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any Subsidiary or under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by, or any other
payment obligation of, the Company or any Subsidiary (an "Instrument") with a
principal amount then, individually or in the aggregate, outstanding in excess
of $[     ], whether such indebtedness now exists or
shall hereafter be created, is not paid at Maturity or when otherwise due or is
accelerated, and such indebtedness is not discharged, or such default in payment
or acceleration is not cured or rescinded, within a period of 30 days after
there shall have been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least
[  ]% in aggregate principal amount of the outstanding Securities of
that Series a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such default to be cured or
waived or such acceleration to be rescinded or annulled and stating that such
notice is a "Notice of Default" hereunder.  A payment obligation
(other than indebtedness under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or any Subsidiary or under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company or any Subsidiary) shall not be deemed to have matured, come due, or
been accelerated to the extent that it is being disputed by the relevant obligor
or obligors in good faith.  For the avoidance of doubt, the Maturity
of an Instrument is the Maturity as set forth in that Instrument, as it may be
amended from time to time in accordance with the terms of that
Instrument;

     

    (f)           the
Company or any Subsidiary fails to pay one or more final and non-appealable
judgments entered by a court or courts of competent jurisdiction, the aggregate
uninsured or unbonded portion of which is in excess of
$[     ], if the judgments are not paid, discharged,
waived or stayed within [  ] days;

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (g)           the
Company or any Subsidiary of the Company, pursuant to or within the meaning of
any Bankruptcy Law:

     

    (i)           commences
a voluntary case or proceeding;

     

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

     

    (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

     

    (v)           or
generally is unable to pay its debts as the same become due; or

     

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

     

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

     

    (ii)           appoints
a Custodian of the Company or any of its Subsidiaries for all or substantially
all of the property of the Company or any such Subsidiary; or

     

    (iii)           orders
the liquidation of the Company or any of its Subsidiaries;

     

    and the
case of each of clause (i), (ii) and (iii), the order or decree remains
unstayed and in effect for [  ] consecutive days; or

     

    (i)           any
other Event of Default provided with respect to Securities of that Series, which
is specified in a Board Resolution, a supplemental indenture hereto or an
Officers' Certificate, in accordance with Section 2.02(i).

     

    A default
under clause (d) above is not an Event of Default until the Trustee
notifies the Company, or the Holders of at least [  ]% in aggregate
principal amount of the Securities then outstanding notify the Company and the
Trustee, in writing of the default, and the Company does not cure the default
within 60 days after receipt of such notice.  The notice given pursuant to
this Section 6.01 must specify the default, demand that it be remedied and
state that the notice is a "Notice of Default."  When any default under
this Section 6.01 is cured, it ceases.

     

    The
Trustee shall not be charged with knowledge of any Event of Default unless
written notice thereof shall have been given to a Trust Officer at the Corporate
Trust Office of the Trustee by the Company, a Paying Agent, any Holder or any
agent of any Holder. 

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

     

    SECTION
6.02.  Acceleration of Maturity;
Rescission and Annulment.

     

    (a)           If
an Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01) occurs and is continuing with respect
to any Securities of any Series, then in
every such case, the Trustee may, by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities of that Series (or, if
any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) then
outstanding may, by notice to the Company and the Trustee, declare all unpaid
principal of, and accrued and unpaid interest on to the date of acceleration,
the Securities of that Series then outstanding (if not then due and payable) to
be due and payable upon any such declaration, and the same shall become and be
immediately due and payable.  If an Event of Default specified in clause
(g) or (h) of Section 6.01 occurs, all unpaid principal of the
Securities then outstanding, and all accrued and unpaid interest thereon to the
date of acceleration, shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Holder.  The Holders of a majority in aggregate principal amount of the
Securities of that Series then outstanding by notice to the Trustee may rescind
an acceleration of such Securities of that Series and its consequences if
(a) all existing Events of Default, other than the nonpayment of the
principal of the Securities which has become due solely by such declaration of
acceleration, have been cured or waived; (b) to the extent the payment of
such interest is lawful, interest (calculated at the Default Rate) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 7.07 have been made.  No such rescission shall
affect any subsequent default or impair any right consequent
thereto.

     

    (b)           Notwithstanding
any of provision of this Article 6, at the election of the Company in its
sole discretion, the sole remedy under this Indenture for an Event of Default
relating to the failure to comply with Section 4.02, and for any failure to
comply with the requirements of Section 314(a)(1) of the TIA, will
consist, for the 180 days after the occurrence of such an Event of Default,
exclusively of the right to receive additional interest on the Securities at a
rate equal to 0.50% per annum of the aggregate principal amount of the
Securities then outstanding up to, but not including, the 181st day thereafter
(or, if applicable, the earlier date on which the Event of Default relating to
Section 4.02 is cured or waived).  Any such additional interest will
be payable in the same manner and on the same dates as the stated interest
payable on the Securities.  In no event shall additional interest accrue
under the terms of this Indenture at a rate in excess of 0.50% per annum, in the
aggregate, for any violation or default caused by the failure of the Company to
be current in respect of its Exchange Act reporting obligations.  If the
Event of Default is continuing on the 181st day after an Event of Default
relating to a failure to comply with Section 4.02, the Securities will be
subject to acceleration as provided in this Section 6.02.  The
provisions of this Section 6.02(b) will not affect the rights of
Holders in the event of the occurrence of any other Events of
Default.

     

    In order
to elect to pay additional interest as the sole remedy during the first 180 days
after the occurrence of an Event of Default relating to the failure to comply
with Section 4.02 in accordance with the immediately preceding paragraph,
the Company shall notify all Holders and the Trustee and Paying Agent of such
election on or before the close of business on the fifth Business Day after the
date on which such Event of Default otherwise would occur.  Upon a failure
by the Company to timely give such notice or pay additional interest, the
Securities will be immediately subject to acceleration as otherwise provided in
this Section 6.02.

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


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

     

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

     

    If an
Event of Default in the payment of principal, interest, if any, specified in
clause (a) or (b) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or another obligor on the Securities for the whole amount of
principal, and accrued interest remaining unpaid, if any, together with, to the
extent that payment of such interest is lawful, interest on overdue principal,
on overdue installments of interest, if any, in each case at the Default Rate,
and 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.

     

    SECTION
6.04.  Trustee May File Proofs of
Claim.

     

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

     

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

     

    (b)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


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

     

    SECTION
6.05.  Trustee May Enforce Claims
Without Possession of Securities.

     

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

     

    SECTION
6.06.  Application of Money
Collected.

     

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

     

    First: To the payment of all
amounts due the Trustee under Section 7.07;

     

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

     

    Third: To the
Company.

     

    SECTION
6.07.  Limitation on
Suits.

     

    No Holder
of any Security of any Series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder (except actions for
payment of overdue principal and interest), 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 [  ]% 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 indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request;

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    (d)           the
Trustee for [  ] 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 [  ]-day period by the Holders of a majority in principal
amount of the outstanding Securities of that Series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such
Holders.

     

    SECTION
6.08.  Unconditional Right of
Holders to Receive Principal and Interest.

     

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

     

    SECTION
6.09.  Restoration of Rights and
Remedies.

     

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

     

    SECTION
6.10.  Rights and Remedies
Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.08, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    SECTION
6.11.  Delay
or Omission Not Waiver.

     

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

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


     

    SECTION
6.12.  Control by
Holders.

     

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

     

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

     

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

     

    (c)           subject
to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability or would be unduly prejudicial
to the rights of another Holder or the Trustee.

     

    SECTION
6.13.  Waiver of Past
Defaults.

     

    Subject
to Section 9.02, the Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).  Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

     

    SECTION
6.14.  Undertaking for
Costs.

     

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

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


     

    ARTICLE
VII

     

    TRUSTEE

     

    SECTION
7.01.  Duties of
Trustee.

     

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

     

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

     

    (i)           The
Trustee  need perform only those duties that are specifically set
forth in this Indenture and no implied duties, covenants or obligations shall be
deemed to be imposed upon the Trustee.

     

    (ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers' Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers' Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers' Certificates and Opinions of Counsel to
determine whether or not they conform on their face to the requirements of this
Indenture.

     

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

     

    (i)           This
paragraph does not limit the effect of paragraph (b) of Section 7.01
herein.

     

    (ii)           The
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer.

     

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

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    (h)           The
Paying Agent, the Registrar and any authenticating agent shall be entitled to
the same rights, indemnities, protections and immunities afforded to the
Trustee.

     

    (i)           The
Trustee shall have no duty to monitor the performance or compliance of the
Company with its obligations hereunder or any under supplement hereto, nor shall
it have any liability in connection with the malfeasance or nonfeasance by the
Company.  The Trustee shall have no liability in connection with
compliance by the Company with statutory or regulatory requirements related to
this Indenture, any supplement or any Securities issued pursuant hereto or
thereto.

     

    SECTION
7.02.  Rights of
Trustee.

     

    (a)           The
Trustee may conclusively rely on and shall be fully protected in acting or
refraining from acting as a result of its reasonable belief that any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, direction, approval or other paper or document was genuine and had been
signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it sees fit.

     

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

     

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

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or
powers.

     

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

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

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

     

    SECTION
7.03.  Individual Rights of
Trustee.

     

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

     

    SECTION
7.04.  Trustee's
Disclaimer.

     

    The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities and the recitals contained herein and in the Securities shall
be taken as statements of the Company and not of the Trustee, and the Trustee
has no responsibility for such recitals. The Trustee shall not be accountable
for the Company's use or application of the proceeds from the Securities or for
monies paid over to the Company pursuant to this Indenture, and it shall not be
responsible for any statement in the Securities other than its
authentication.

     

    SECTION
7.05.  Notice of
Defaults.

     

    If a
Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if a Responsible Officer of the Trustee has
knowledge or receives written notice of such event, the Trustee shall mail to
each Securityholder of the Securities of that Series, notice of a Default or
Event of Default within [  ] days after it occurs or, if later, after
a Responsible Officer of the Trustee has actual knowledge of such Default or
Event of Default.  Except in the case of a Default or Event of Default
in payment of principal of or interest on any Security of any Series, including
any additional interest that may become payable pursuant to
Section 6.02(b), the Trustee may withhold the notice so long as the Trustee
in good faith determines that withholding the notice is in the interests of
Securityholders of that Series.

     

    SECTION
7.06.  Reports by Trustee to
Holders.

     

    Within
[  ] days after [     ] in each year, the
Trustee shall transmit by mail to all Securityholders, as their names and
addresses appear on the register kept by the Registrar, a brief report dated as
of such [     ], in accordance with, and to the extent
required under, TIA Section 313.

     

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

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    SECTION
7.07.  Compensation and
Indemnity.

     

    The
Company shall pay to the Trustee from time to time such compensation for its
services as shall be agreed upon in writing.  The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
by it.  Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents, counsel and other persons not regularly in its
employ.

     

    The
Company shall indemnify, defend and hold harmless the Trustee and its officers,
directors, employees, representatives and agents, from and against and reimburse
the Trustee for any and all claims, expenses, obligations, liabilities, losses,
damages, injuries (to person, property, or natural resources), penalties, stamp
or other similar taxes, actions, suits, judgments, reasonable costs and expenses
(including reasonable attorney's and agent's fees and expenses) of whatever kind
or nature regardless of their merit, demanded, asserted or claimed against the
Trustee directly or indirectly relating to, or arising from, claims against the
Trustee by reason of its participation in the transactions contemplated hereby,
including without limitation all reasonable costs required to be associated with
claims for damages to persons or property, and reasonable attorneys' and
consultants' fees and expenses and court costs except to the extent caused by
the Trustee's negligence or willful misconduct.  The provisions of
this Section 7.07 shall survive the termination of this Agreement or the
earlier resignation or removal of the Trustee.  The Company shall
defend any claim and the Trustee shall cooperate in the defense.  The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld or delayed.  This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.

     

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

     

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

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(f) or (g) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

     

    SECTION
7.08.  Replacement of
Trustee.

     

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

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

    (d)           the
Trustee becomes incapable of acting.

     

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

     

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

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.07, and subject
to the payment of any and all amounts then due and owing to the retiring
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee with respect to each Series of Securities for which it is
acting as Trustee under this Indenture.  A successor Trustee shall
mail a notice of its succession to each Securityholder of each such
Series.  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring trustee with respect to expenses and liabilities
incurred by it prior to such replacement.

     

    SECTION
7.09.  Successor Trustee by Merger,
etc.

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee
with the same effect as if the successor Trustee had been named as the Trustee
herein.

     

    SECTION
7.10.  Eligibility;
Disqualification.

     

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

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    SECTION
7.11.  Preferential Collection of
Claims Against Company.

     

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

     

    


    ARTICLE
VIII

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    SECTION
8.01.  Satisfaction and Discharge
of Indenture.

     

    This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.01), and the Trustee, on the demand of
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

     

    (a)           either

     

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

     

    (ii)           all
such Securities not theretofore delivered to the Trustee for cancellation have
become due and payable, or

     

    (1)           have
become due and payable, or

     

    (2)           will
become due and payable at their Stated Maturity within [], or

     

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

     

    (4)           are
deemed paid and discharged pursuant to section 8.03, as applicable; and the
Company, in the case of (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the
purpose of paying and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


     

     

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

     

    (c)           the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each meeting the applicable requirements of Sections 10.04 and 10.05
and each stating that all conditions precedent herein relating to the
satisfaction and discharge of this Indenture have been complied with and the
Trustee receives written demand from the Company to discharge.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.07, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.04, 2.07, 2.08, 8.01 8.02 and 8.05 shall survive.

     

    SECTION
8.02.  Application of Trust Funds;
Indemnification.

     

    (a)           Subject
to the provisions of Section 8.05, all money deposited with the Trustee pursuant
to Section 8.01, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section
8.03 or 8.04, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.03 or 8.04.

     

    (b)           The
Company shall pay and shall indemnify the Trustee and the Agents against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Sections
8.03 or 8.04 or the interest and principal received in respect of such
obligations other than any payable by or on behalf of Holders.

     

    (c)           The
Trustee shall, in accordance with the terms of this Indenture, deliver or pay to
the Company from time to time, upon Company Request and at the expense of the
Company any U.S. Government Obligations or Foreign Government Obligations or
money held by it pursuant to this Indenture as provided in Sections 8.03 or 8.04
which, in the opinion of a nationally recognized firm of independent certified
public accountants, expressed in a written certification thereof and delivered
to the Trustee together with such Company Request, are then in excess of the
amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received.  This provision shall
not authorize the sale by the Trustee of any U.S. Government Obligations or
Foreign Government Obligations held under this Indenture.

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    SECTION
8.03.  Legal Defeasance of
Securities of any Series.

     

    Unless
this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be
inapplicable to Securities of any Series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
such Series on the [   ] day after the date of the deposit
referred to in subparagraph (d) hereof, and the provisions of this Indenture, as
it relates to such outstanding Securities of such Series, shall no longer be in
effect (and the Trustee, at the expense of the company, shall, at Company
Request, execute proper instruments acknowledging the same), except as
to:

     

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

     

    (b)           the
provisions of Sections 2.04, 2.07, 2.08, 2.14, 8.02, 8.03 and 8.05;
and

     

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

     

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

     

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

     

    (f)           no
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the [    ] day after such date;

     

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

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


     

    (h)           the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such Series over any other creditors of the company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

     

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

     

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

     

    SECTION
8.04.  Covenant
Defeasance.

     

    Unless
this Section 8.04 is otherwise specified pursuant to Section 2.02(s) to be
inapplicable to Securities of any Series, on and after the
[    ] day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, and 5.01 as
well as any additional covenants contained in a supplemental indenture hereto
for a particular Series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.02(s) (and the failure to comply
with any such covenants shall not constitute a Default or Event of Default under
Section 6.01) and the occurrence of any event described in clause (e) of Section
6.01 shall not constitute a Default or Event of Default hereunder, with respect
to the Securities of such Series, provided that the following conditions shall
have been satisfied:

     

    (a)           With
reference to this Section 8.04, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 8.02(c)) with the Paying
Agent as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars (or
such other money or currencies as shall then be legal tender in the United
States) and/or U.S. Government Obligations, or (ii) in the case of Securities of
such Series denominated in a Foreign Currency (other than a composite currency),
money and/or Foreign Government Obligations, which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Paying Agent), not later than [   ] day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the
Paying Agent, to pay principal and interest, if any, on and any mandatory
sinking fund in respect of the Securities of such Series on the dates such
installments of interest or principal are due;

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


     

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

     

    (c)           No
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the [    ] day after such date;

     

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

     

    (e)           the
Company shall have delivered to the Trustee an Officers' Certificate stating the
deposit was not made by the Company with the intent of preferring the Holders of
the Securities of such Series over any other creditors of the Company or with
the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company; and

     

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

     

    SECTION
8.05.  Repayment to
Company.

     

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

     

    


    ARTICLE
IX

     

    AMENDMENTS
AND WAIVERS

     

    SECTION
9.01.  Without Consent of
Holders.

     

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

     

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

     

    (b)           to
comply with Article V;

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


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

     

    (d)           to
make any change that does not adversely affect the rights of any
Securityholder;

     

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

     

    (f)           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;

     

    (g)           to
comply with requirements of the TIA and any rules promulgated under the TIA;
and

     

    (h)           to
add to the covenants of the Company for the equal and ratable benefit of the
Holders or to surrender any right, power or option conferred upon the
Company.

     

    Any
amendment or supplement made solely to conform the provisions of this Indenture
or the Securities of any Series to the description thereof contained in the
final prospectus relating to such Series will be deemed not to adversely affect
the rights of any Holder.

     

    SECTION
9.02.  With
Consent of Holders.

     

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

     

    It shall
not be necessary for the consent of the Holders of Securities under this Section
9.02 to approve the particular form of any proposed supplemental indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof.  After a supplemental indenture or waiver under this section
becomes effective, the Company shall mail to the Holders of Securities affected
thereby a notice briefly describing the supplemental indenture or
waiver.  Any failure by the Company to mail or publish such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture or waiver.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    Section
9.03.  Limitations.

     

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

     

    (a)           change
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver, except to increase any such amount or to provide that certain
provisions of this Indenture cannot be modified, amended or waived without the
consent of the Holder of each outstanding Security affected
thereby;

     

    (b)           reduce
the amount of interest, or change the interest payment time, on any
Security;

     

    (c)           waive
a redemption payment or alter the redemption provisions (other than any
alteration that would not materially adversely affect the legal rights of any
Holder under this Indenture) or the price at which the Company is required to
offer to purchase the Securities;

     

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

     

    (e)           reduce
the principal amount payable of any Security upon Maturity;

     

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

     

    (g)           change
the place or currency of payment of principal of or interest, if any, on any
Security other than that stated in the Security;

     

    (h)           impair
the right of any Holder to receive payment of principal or, or interest on, the
Securities of such Holder on or after the due dates therefor;

     

    (i)           impair
the right to institute suit for the enforcement of any payment on, or with
respect to, any Security;

     

    (j)           make
any change in Sections 10.15 or 10.16;

     

    (k)           change
the ranking of the Securities; or

     

    (l)           make
any other change which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate as a limitation under this
Section.

     

    SECTION
9.04.  Compliance with Trust
Indenture Act.

     

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

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    SECTION
9.05.  Revocation and Effect
of Consents.

     

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

     

    Any
amendment or waiver once effective shall bind every Securityholder of each
Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (g) of Section 9.03 in that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

     

    SECTION
9.06.  Notation on or Exchange of
Securities.

     

    If an
amendment, supplement or waiver changes the terms of a Security, the Trustee may
require the Holder of the Security to deliver it to the Trustee and the Trustee
may place an appropriate notation on the Security about the changed terms and
return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company shall issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the changed
terms.

     

    SECTION
9.07.  Trustee
Protected.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion
of Counsel or an Officer's Certificate, or both stating that the execution of
such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects
its rights, duties or indemnities.

     

    SECTION
9.08.  Effect of Supplemental
Indenture.

     

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

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    ARTICLE
X

    


    MISCELLANEOUS

     

    SECTION
10.01.  Trust Indenture Act
Controls.

     

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

     

    SECTION
10.02.  Notices.

     

    Any
notice or communication by the Company, the Trustee, the Paying Agent or the
Registrar to another is duly given if in writing and delivered in person or
mailed by first-class mail:

     

    if to the
Company:

     

    Knightsbridge
Tankers Limited

    Par-la-Ville
Place

    14
Par-la-Ville Road

    Hamilton,
HM 08, Bermuda

    (1)
441-295-6935

    Attn:
Georgina Sousa

    Fax:  (1)
441-295-3494

    


    


    if to the
Trustee:

     

    [                      ]

     

    Attn:
[                      ]

     

    Fax:
 [                      ]

     

    if to the
Registrar or Paying Agent:

     

    [                      ]

    Attn:
[                      ]

    Fax: 
[                      ]

    


    with copy
to:

    


    [                      ]

    Attn:
[                      ]

    Fax:
 [                      ]

    


    The
Company, the Trustee and each Agent by notice to each other may designate
additional or different addresses for subsequent notices or
communications.

     


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his address shown on the register kept by the Registrar.  Failure
to mail a notice or communication to a Securityholder of any Series or any
defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

     

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

     

    If the
company mails a notice or communication to Securityholders, it will mail a copy
to the Trustee and each Agent at the same time.

     

    Whenever
a notice is required to be given by the Company, such notice may be given by the
Trustee or Registrar on the Company's behalf (and the Company will make any
notice it is required to give to Holders available on its website).

     

    SECTION
10.03.  Communication by Holders
with Other Holders.

     

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

     

    SECTION
10.04.  Certificate and Opinion as
to Conditions Precedent.

     

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

     

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

     

    (b)           an
Opinion of Counsel stating that, in the opinion of counsel, all such conditions
precedent (including any covenants, compliance with which constitutes a
condition precedent) have been complied with.

     

    SECTION
10.05.  Statements Required in
Certificate or Opinion.

     

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

     

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

     

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

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


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

     

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

     

    provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers'
Certificate or certificates of public officials.

     

    SECTION
10.06.  Record Date for Vote or
Consent of Holders.

     

    The
Company (or, in the event deposits have been made pursuant to
Section 11.02, the Trustee) may set a record date for purposes of
determining the identity of Holders entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture, which record date
shall not be more than [  ] days prior to the date of the commencement
of solicitation of such action.  Notwithstanding the provisions of
Section 9.05, if a record date is fixed, those persons who were Holders of
Securities at the close of business on such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record
date.

     

    SECTION
10.07.  Rules by Trustee and
Agents.

     

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

     

    SECTION
10.08.  Legal
Holidays.

     

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

     

    SECTION
10.09.  No
Recourse Against Others.

     

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

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

     

    SECTION
10.10.  Counterparts.


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

     

    SECTION
10.11.  Governing Laws and
Submission to Jurisdiction.

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK EXCLUDING ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     

    The
Company agrees that any legal suit, action or proceeding arising out of or based
upon this Indenture may be instituted in any federal or state court sitting in
New York City, and, to the fullest extent permitted by law, waives any objection
which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such
court in any suit, action or proceeding.  The Company, as long as any
Securities remain outstanding or the parties hereto have any obligation under
this Indenture, shall have an authorized agent in the United States upon whom
process may be served in any such legal action or proceeding. Service of process
upon such agent and written notice of such service mailed or delivered to it
shall to the extent permitted by law be deemed in every respect effective
service of process upon it in any such legal action or proceeding and, if it
fails to maintain such agent, any such process or summons may be served by
mailing a copy thereof by registered mail, or a form of mail substantially
equivalent thereto, addressed to it at its address as provided for notices
hereunder. The Company hereby appoints Seward & Kissel LLP, One Battery Park
Plaza, New York, NY,  10004, as its agent for such purposes, and
covenants and agrees that service of process in any legal action or proceeding
may be made upon it at such office of such agent.

    


    SECTION
10.12.  No
Adverse Interpretation of Other Agreements.

     

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

     

    SECTION
10.13.  Successors.

     

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

     

    SECTION
10.14.  Severability.

     

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

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

     

    SECTION
10.15.  Table of Contents, Headings,
Etc.


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

     

    SECTION
10.16.  Securities in a Foreign
Currency or in ECU.

     

    Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers' Certificate delivered pursuant to Section 2.02 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 Series which are denominated in a coin or currency
other than Dollars (including ECUs), then the principal amount of Securities of
such Series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time.  For purposes of this
Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying rate in
New York City for cable transfers of that currency as published by the Federal
Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal").  If such Market Exchange Rate is not available for any
reason with respect to such currency, the Trustee shall use, without liability
on its part, such quotation of the Federal Reserve Bank of New York or, in the
case of ECUs, the rate of exchange as published in the Journal, as of the most
recent available date, or quotations or, in the case of ECUs, rates of exchange
from one or more major banks in The City of New York or in the country of issue
of the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Company, shall deem appropriate.  The provisions
of this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

     

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

     


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

     

    SECTION
10.17.  Judgment
Currency.

     

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

     

    
      SECTION
10.18.  Compliance with Applicable
Anti-Terrorism and Money Laundering Regulations.

    

     

    In order
to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering ("Applicable Law"), the
Trustee is required to obtain, verify and record certain information relating to
individuals and entities which maintain a business relationship with the
Trustee.  Accordingly, each of the parties agree to provide to the
Trustee, upon its request from time to time such identifying information and
documentation as may be available for such party in order to enable the Trustee
to comply with the Applicable Law.

     

    ARTICLE
XI

     

    SINKING
FUNDS

     

    SECTION
11.01.  Applicability of
Article.

     

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

     

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

     


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    SECTION
11.02.  Satisfaction of
Sinking Fund Payments with Securities.

     

    The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such
sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have
been redeemed either at the election of the Company pursuant to the terms of
such Series of Securities (except pursuant to any mandatory sinking fund) or
through the application of permitted optional sinking fund payments or other
optional redemptions pursuant to the terms of such Securities, provided that
such Securities have not been previously so credited.  Such Securities
shall be received by the Registrar, together with an Officers' Certificate with
respect thereto, not later than [  ] days prior to the date on which
the Registrar begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Registrar at the price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.  If
as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.02, the principal amount of Securities of such
Series to be redeemed in order to exhaust the aforesaid cash payment shall be
less than $[     ], the Registrar need not call
Securities of such Series for redemption, except upon receipt of a Company Order
that such action be taken, and such cash payment shall be held by the Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Paying Agent shall from time to time upon receipt of a Company
Order pay over and deliver to the Company any cash payment so being held by the
Paying Agent upon delivery by the Company to the Registrar of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

     

    SECTION
11.03.  Redemption of Securities for
Sinking Fund.

     

    Not less
than [  ] days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers' Certificate in respect of a
particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee and the Paying
Agent an Officers' Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that Series pursuant to the terms of that
Series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting of Securities of that Series pursuant to Section 11.02., and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the
amount therein specified.  Not less than [  ] days (unless
otherwise indicated in the Board Resolution, Officers' Certificate or
supplemental indenture in respect of a particular Series of Securities) before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section
3.03.  Such notice having been duly given, the redemption of such
Securities shall stated in Sections 3.04, 3.05 and 3.06.

     

    [The remainder of this page is
intentionally left blank]

     


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


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

     

    


    


    


    


    KNIGHTSBRIDGE
TANKERS LIMITED

    


    


    By:__________________________

    


    Name:

    Its:

    


    


    [                      ]

    as
Trustee

    


    By:__________________________

    


    Name:

    Its:

    


    


    By:__________________________

    


    Name:

    Its:

    


    


    [                      ]

    as
Registrar and Paying Agent

    


    


    By:__________________________

    


    Name:

    Its:

    


    


    By:__________________________

    


    Name:

    Its: