grt_s3a1-ex0411.htm


     

    
      Exhibit
4.11

      


      


      


      


      Glimcher
Realty Trust

      as
Issuer,

      any
Subsidiary Guarantors party hereto,

      and

      [______],

      as
Trustee

      INDENTURE

      Dated as
of ___________

      Subordinated
Debt Securities

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      CROSS
REFRENCE TABLE

       

      


      
        	
                TIA
      Section

              	
                Indenture
      Section

              
	
                310     
      (a)

              	
                7.10

              
	
                (b)

              	
                7.10

              
	
                (c)

              	
                N.A.

              
	
                311     
      (a)

              	
                7.11

              
	
                (b)

              	
                7.11

              
	
                (c)

              	
                N.A.

              
	
                312     
      (a)

              	
                5.01

              
	
                (b)

              	
                5.02

              
	
                (c)

              	
                5.02

              
	
                313     
      (a)

              	
                5.03

              
	
                (b)

              	
                5.03

              
	
                (c)

              	
                5.03
      & 13.03

              
	
                (d)

              	
                5.03

              
	
                314     
      (a)

              	
                4.05
      & 4.06

              
	
                (b)

              	
                N.A.

              
	
                (c)  (1)

              	
                13.05

              
	
                (c)  (2)

              	
                13.05

              
	
                (c)  (3)

              	
                N.A.

              
	
                (d)

              	
                N.A.

              
	
                (e)

              	
                13.05

              
	
                (f)

              	
                N.A.

              
	
                315     
      (a)

              	
                7.01

              
	
                (b)

              	
                6.07
      & 13.03

              
	
                (c)

              	
                7.01

              
	
                (d)

              	
                7.01

              
	
                (e)

              	
                6.08

              
	
                316     
      (a)  (last sentence)

              	
                1.01

              
	
                (a)  (1)(A)

              	
                6.06

              
	
                (a)  (1)(B)

              	
                6.06

              
	
                (a)  (2)

              	
                6.06
      & 9.01(d)

              
	
                (b)

              	
                6.04

              
	
                (c)

              	
                5.04

              
	
                317     
      (a)  (1)

              	
                6.02

              
	
                (a)  (2)

              	
                6.02

              
	
                (b)

              	
                4.04

              
	
                318     
      (a)

              	
                13.07

              


      

      


      N.A.
means Not Applicable

      


      NOTE:  This
Cross-Reference table shall not, for any purpose, be deemed part of this
Indenture.

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      
        TABLE
OF CONTENTS

      

       

       

      
        
          	 	
                   Page

                
	 	 
	ARTICLE I    DEFINITIONS
      AND INCORPORATION BY REFERENCE	
                  1

                
	 	
                  Section
      1.01.

                	
                  Definitions

                	
                  1

                
	 	
                  Section
      1.02.

                	
                  Other
      Definitions

                	
                  7

                
	 	
                  Section
      1.03.

                	
                  Incorporation
      by Reference of Trust Indenture Act

                	
                  7

                
	 	
                  Section
      1.04.

                	
                  Rules
      of Construction

                	
                  7

                
	ARTICLE
      II    DEBT
      SECURITIES	
                  7

                
	 	
                  Section
      2.01.

                	
                  Forms
      Generally

                	
                  7

                
	 	
                  Section
      2.02.

                	
                  Form
      of Trustee’s Certificate of Authentication

                	
                  8

                
	 	
                  Section
      2.03.

                	
                  Principal
      Amount; Issuable in Series

                	
                  8

                
	 	
                  Section
      2.04.

                	
                  Execution
      of Debt Securities

                	
                  10

                
	 	
                  Section
      2.05.

                	
                  Authentication
      and Delivery of Debt Securities

                	
                  11

                
	 	
                  Section
      2.06.

                	
                  Denomination
      of Debt Securities

                	
                  12

                
	 	
                  Section
      2.07.

                	
                  Registration
      of Transfer and Exchange

                	
                  13

                
	 	
                  Section
      2.08.

                	
                  Temporary
      Debt Securities

                	
                  14

                
	 	
                  Section
      2.09.

                	
                  Mutilated,
      Destroyed, Lost or Stolen Debt Securities

                	
                  15

                
	 	
                  Section
      2.10.

                	
                  Cancellation
      of Surrendered Debt Securities

                	
                  15

                
	 	
                  Section
      2.11.

                	
                  Provisions
      of the Indenture and Debt Securities for the Sole Benefit of the Parties
      and the Holders

                	
                  16

                
	 	
                  Section
      2.12.

                	
                  Payment
      of Interest; Interest Rights Preserved

                	
                  16

                
	 	
                  Section
      2.13.

                	
                  Securities
      Denominated in Dollars

                	
                  16

                
	 	
                  Section
      2.14.

                	
                  Wire
      Transfers

                	
                  16

                
	 	
                  Section
      2.15.

                	
                  Securities
      Issuable in the Form of a Global Security

                	
                  16

                
	 	
                  Section
      2.16.

                	
                  Medium
      Term Securities

                	
                  19

                
	 	
                  Section
      2.17.

                	
                  Defaulted
      Interest

                	
                  19

                
	 	
                  Section
      2.18.

                	
                  CUSIP
      Numbers

                	
                  20

                
	ARTICLE
      III   REDEMPTION
      OF DEBT SECURITIES	
                  21

                
	 	
                  Section
      3.01.

                	
                  Applicability
      of Article

                	
                  21

                
	 	
                  Section
      3.02.

                	
                  Notice
      of Redemption; Selection of Debt Securities

                	
                  21

                
	 	
                  Section
      3.03.

                	
                  Payment
      of Debt Securities Called for Redemption

                	
                  22

                
	 	
                  Section
      3.04.

                	
                  Mandatory
      and Optional Sinking Funds

                	
                  23

                


        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

        
           

          
            TABLE
OF CONTENTS

            (continued)

             

          

        

        
          	 	 	 	
                   Page

                
	 	 	 	 
	 	
                  Section
      3.05.

                	
                  Redemption
      of Debt Securities for Sinking Fund

                	
                  23

                
	ARTICLE
      IV   PARTICULAR
      COVENANTS OF THE COMPANY	
                  25

                
	 	
                  Section
      4.01.

                	
                  Payment
      of Principal of and Premium, If Any, and Interest on Debt
      Securities

                	
                  25

                
	 	
                  Section
      4.02.

                	
                  Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment
      of Debt Securities

                	
                  25

                
	 	
                  Section
      4.03.

                	
                  Appointment
      to Fill a Vacancy in the Office of Trustee

                	
                  26

                
	 	
                  Section
      4.04.

                	
                  Duties
      of Paying Agents, etc

                	
                  26

                
	 	
                  Section
      4.05.

                	
                  SEC
      Reports; Financial Statements

                	
                  27

                
	 	
                  Section
      4.06.

                	
                  Compliance
      Certificate

                	
                  27

                
	 	
                  Section
      4.07.

                	
                  Further
      Instruments and Acts

                	
                  28

                
	 	
                  Section
      4.08.

                	
                  Existence

                	
                  28

                
	 	
                  Section
      4.09.

                	
                  Maintenance
      of Properties

                	
                  28

                
	 	
                  Section
      4.10.

                	
                  Payment
      of Taxes and Other Claims

                	
                  28

                
	 	
                  Section
      4.11.

                	
                  Waiver
      of Certain Covenants

                	
                  28

                
	ARTICLE
      V    HOLDERS’
      LISTS AND REPORTS BY THE TRUSTEE	
                  29

                
	 	
                  Section
      5.01.

                	
                  Company
      to Furnish Trustee Information as to Names and Addresses of Holders;
      Preservation of Information

                	
                  29

                
	 	
                  Section
      5.02.

                	
                  Communications
      to Holders

                	
                  29

                
	 	
                  Section
      5.03.

                	
                  Reports
      by Trustee

                	
                  29

                
	 	
                  Section
      5.04.

                	
                  Record
      Dates for Action by Holders

                	
                  30

                
	ARTICLE
      VI   REMEDIES
      OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT	
                  30

                
	 	
                  Section
      6.01.

                	
                  Events
      of Default

                	
                  30

                
	 	
                  Section
      6.02.

                	
                  Collection
      of Debt by Trustee, etc

                	
                  32

                
	 	
                  Section
      6.03.

                	
                  Application
      of Moneys Collected by Trustee

                	
                  34

                
	 	
                  Section
      6.04.

                	
                  Limitation
      on Suits by Holders

                	
                  34

                
	 	
                  Section
      6.05.

                	
                  Remedies
      Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
      Default

                	
                  35

                
	 	
                  Section
      6.06.

                	
                  Rights
      of Holders of Majority in Principal Amount of Debt Securities to Direct
      Trustee and to Waive Default

                	
                  35

                


        

         

        
          
            
            

          

          
            -iii-

            
              

            

          

          
            
            

          

        

        
           

          
            TABLE
OF CONTENTS

            (continued)

             

          

        

        
          	 	 	 	
                   Page

                
	 	 	 	 
	 	
                  Section
      6.07.

                	
                  Trustee
      to Give Notice of Events of Default Known to It but May Withhold Such
      Notice in Certain Circumstances

                	
                  36

                
	 	
                  Section
      6.08.

                	
                  Requirement
      of an undertaking to Pay Costs in Certain Suits under the Indenture or
      Against the Trustee

                	
                  36

                
	ARTICLE
      VII     
      CONCERNING
      THE TRUSTEE	
                  37

                
	 	
                  Section
      7.01.

                	
                  Certain
      Duties and Responsibilities

                	
                  37

                
	 	
                  Section
      7.02.

                	
                  Certain
      Rights of Trustee

                	
                  38

                
	 	
                  Section
      7.03.

                	
                  Trustee
      Not Liable for Recitals in Indenture or in Debt Securities

                	
                  39

                
	 	
                  Section
      7.04.

                	
                  Trustee,
      Paying Agent or Registrar May Own Debt Securities

                	
                  39

                
	 	
                  Section
      7.05.

                	
                  Moneys
      Received by Trustee to Be Held in Trust

                	
                  39

                
	 	
                  Section
      7.06.

                	
                  Compensation
      and Reimbursement

                	
                  40

                
	 	
                  Section
      7.07.

                	
                  Right
      of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
      Specifically Prescribed

                	
                  40

                
	 	
                  Section
      7.08.

                	
                  Separate
      Trustee; Replacement of Trustee

                	
                  40

                
	 	
                  Section
      7.09.

                	
                  Successor
      Trustee by Merger

                	
                  42

                
	 	
                  Section
      7.10.

                	
                  Eligibility;
      Disqualification

                	
                  42

                
	 	
                  Section
      7.11.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  42

                
	 	
                  Section
      7.12.

                	
                  Compliance
      with Tax Laws

                	
                  42

                
	ARTICLE
      VIII         CONCERNING
      THE HOLDERS	
                  42

                
	 	
                  Section
      8.01.

                	
                  Evidence
      of Action by Holders

                	
                  42

                
	 	
                  Section
      8.02.

                	
                  Proof
      of Execution of Instruments and of Holding of Debt
    Securities

                	
                  43

                
	 	
                  Section
      8.03.

                	
                  Who
      May Be Deemed Owner of Debt Securities

                	
                  43

                
	 	
                  Section
      8.04.

                	
                  Instruments
      Executed by Holders Rind Future Holders

                	
                  43

                
	ARTICLE
      IX    SUPPLEMENTAL
      INDENTURES	
                  44

                
	 	
                  Section
      9.01.

                	
                  Purposes
      for Which Supplemental Indenture May Be Entered into Without Consent of
      Holders

                	
                  44

                
	 	
                  Section
      9.02.

                	
                  Modification
      of Indenture with Consent of Holders of Debt Securities

                	
                  46

                
	 	
                  Section
      9.03.

                	
                  Effect
      of Supplemental Indentures

                	
                  47

                
	 	
                  Section
      9.04.

                	
                  Debt
      Securities May Bear Notation of Changes by Supplemental
      Indentures

                	
                  48

                


        

         

        
          
            
            

          

          
            -iv-

            
              

            

          

          
            
            

          

        

        
           

          
            TABLE
OF CONTENTS

            (continued)

             

          

        

        
          	 	
                  Page

                
	 	 
	ARTICLE
      X    
      CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE	
                  48

                
	 	
                  Section
      10.01.

                	
                  Consolidations
      and Mergers of the Company

                	
                  48

                
	 	
                  Section
      10.02.

                	
                  Rights
      and Duties of Successor Company

                	
                  48

                
	ARTICLE
      XI    SATISFACTION
      AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS	
                  49

                
	 	
                  Section
      11.01.

                	
                  Applicability
      of Article

                	
                  49

                
	 	
                  Section
      11.02.

                	
                  Satisfaction
      and Discharge of Indenture; Defeasance

                	
                  49

                
	 	
                  Section
      11.03.

                	
                  Conditions
      of Defeasance

                	
                  50

                
	 	
                  Section
      11.04.

                	
                  Application
      of Trust Money

                	
                  51

                
	 	
                  Section
      11.05.

                	
                  Repayment
      to Company

                	
                  51

                
	 	
                  Section
      11.06.

                	
                  Indemnity
      for U.S. Government Obligations

                	
                  52

                
	 	
                  Section
      11.07.

                	
                  Reinstatement

                	
                  52

                
	ARTICLE
      XII   SUBORDINATION
      OF DEBT SECURITIES AND GUARANTEE	
                  52

                
	 	
                  Section
      12.01.

                	
                  Applicability
      of Article; Agreement to Subordinate

                	
                  52

                
	 	
                  Section
      12.02.

                	
                  Liquidation,
      Dissolution, Bankruptcy

                	
                  52

                
	 	
                  Section
      12.03.

                	
                  Default
      on Senior Indebtedness

                	
                  53

                
	 	
                  Section
      12.04.

                	
                  Acceleration
      of Payment of Debt Securities

                	
                  54

                
	 	
                  Section
      12.05.

                	
                  When
      Distribution Must Be Paid Over

                	
                  54

                
	 	
                  Section
      12.06.

                	
                  Subrogation

                	
                  54

                
	 	
                  Section
      12.07.

                	
                  Relative
      Rights

                	
                  54

                
	 	
                  Section
      12.08.

                	
                  Subordination
      May Not Be Impaired by Company

                	
                  54

                
	 	
                  Section
      12.09.

                	
                  Rights
      of Trustee and Paying Agent

                	
                  55

                
	 	
                  Section
      12.10.

                	
                  Distribution
      or Notice to Representative

                	
                  55

                
	 	
                  Section
      12.11.

                	
                  Article
      XII Not to Prevent Defaults or Limit Right to Accelerate

                	
                  55

                
	 	
                  Section
      12.12.

                	
                  Trust
      Moneys Not Subordinated

                	
                  55

                
	 	
                  Section
      12.13.

                	
                  Trustee
      Entitled to Rely

                	
                  55

                
	 	
                  Section
      12.14.

                	
                  Trustee
      to Effectuate Subordination

                	
                  56

                
	 	
                  Section
      12.15.

                	
                  Trustee
      Not Fiduciary for Holders of Senior Indebtedness

                	
                  56

                
	 	
                  Section
      12.16.

                	
                  Reliance
      by Holders of Senior Indebtedness on Subordination
    Provisions

                	
                  56

                


        

         

        
          
            
            

          

          
            -v-

            
              

            

          

          
            
            

          

        

        
           

          
            TABLE
OF CONTENTS

            (continued)

             

          

        

        
          	 	
                  Page

                
	 	 
	ARTICLE
      XIII    MISCELLANEOUS
      PROVISIONS	
                  56

                
	 	
                  Section
      13.01.

                	
                  Successors
      and Assigns of Company Bound by Indenture

                	
                  56

                
	 	
                  Section
      13.02.

                	
                  Acts
      of Board, Committee or Officer of Successor Company Valid

                	
                  56

                
	 	
                  Section
      13.03.

                	
                  Required
      Notices or Demands

                	
                  57

                
	 	
                  Section
      13.04.

                	
                  Indenture
      and Debt Securities to Be Construed in Accordance with the Laws of the
      State of New York

                	
                  58

                
	 	
                  Section
      13.05.

                	
                  Officers’
      Certificate and Opinion of Counsel to Be Furnished upon Application or
      Demand by the Company

                	
                  58

                
	 	
                  Section
      13.06.

                	
                  Payments
      Due on Legal Holidays

                	
                  58

                
	 	
                  Section
      13.07.

                	
                  Provisions
      Required by TIA to Control

                	
                  58

                
	 	
                  Section
      13.08.

                	
                  Computation
      of Interest on Debt Securities

                	
                  58

                
	 	
                  Section
      13.09.

                	
                  Rules
      by Trustee, Paying Agent and Registrar

                	
                  59

                
	 	
                  Section
      13.10.

                	
                  No
      Recourse Against Others

                	
                  59

                
	 	
                  Section
      13.11.

                	
                  Severability

                	
                  59

                
	 	
                  Section
      13.12.

                	
                  Effect
      of Headings

                	
                  59

                
	 	
                  Section
      13.13.

                	
                  Indenture
      May Be Executed in Counterparts

                	
                  59

                
	 	
                  Section
      13.14.

                	
                  Indenture
      and Debt Securities Solely Corporate Obligations

                	
                  59

                
	ARTICLE
      XIV    GUARANTEE	
                  59

                
	 	
                  Section
      14.01.

                	
                  Unconditional
      Guarantee

                	
                  59

                
	 	
                  Section
      14.02.

                	
                  Execution
      and Delivery of Guarantee

                	
                  61

                
	 	
                  Section
      14.03.

                	
                  Limitation
      on Subsidiary Guarantors’ Liability

                	
                  62

                
	 	
                  Section
      14.04.

                	
                  Release
      of Subsidiary Guarantors from Guarantee

                	
                  62

                
	 	
                  Section
      14.05.

                	
                  Subsidiary
      Guarantor Contribution

                	
                  63

                
	Notation
      of Guarantee Annex A	
                  65

                


        

      

      
 

      
        
          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      

      THIS
INDENTURE dated as of _______ is among Glimcher Realty Trust, a Maryland real
estate investment trust (the “Company”), any Subsidiary Guarantors (as defined
herein party hereto, and [______], a __________________, as trustee (the
“Trustee”).

       

      RECITALS
OF THE COMPANY AND ANY SUBSIDIARY GUARANTORS

       

      The
Company and any Subsidiary Guarantors have duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the
Company’s debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series unlimited as to principal amount (herein called the
“Debt Securities”), which Debt Securities may be guaranteed by each of the
Subsidiary Guarantors and may be subordinated in right of payment to Senior
Indebtedness, as in this Indenture provided.

       

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

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH

       

      That in
order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and
of the purchase and acceptance of the Debt Securities by the Holders thereof,
the Company, any Subsidiary Guarantor and the Trustee covenant and agree with
each other, for the benefit of the respective Holders from time to time of the
Debt Securities or any series thereof, as follows:

       

      ARTICLE
I

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

      Section
1.01.     Definitions.

       

      “Affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.  The Trustee may request and may conclusively rely upon an
Officers’ Certificate to determine whether any Person is an Affiliate of any
specified Person.

       

      “Agent”
means any Registrar or paying agent.

       

      “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.

       

      “Board of
Trustees” means the Board of Trustees of the Company or any authorized committee
of the Board of Trustees of the Company or any Trustees and/or officers of the
Company to whom such Board of Trustees or such committee shall have duly
delegated its authority to act hereunder.  If the Company shall change
its form of entity to other than a real estate investment trust, the references
to the Board of Trustees of the Company shall mean the Board of Directors (or
other comparable governing body) of the entity into which the Company has
changed its form.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Business
Day” means any day other than a Legal Holiday.

       

      “Capital
Stock” of any Person means and includes any and all shares, rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) the equity (which
includes, but is not limited to, common stock, preferred stock and Company and
joint venture interests) of such Person (excluding any debt securities that are
convertible into, or exchangeable for, such equity).

       

      “Company”
means Glimcher Realty Trust, a Maryland real estate investment trust, and its
successors.

       

      “Company
Order” means a written request or order signed in the name of the Company by any
two of the following Officers:  the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Chief Legal
Officer, the Chief Accounting Officer, or a Vice President of the Company, the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee,
or if the Company shall change its form of entity to other than a real estate
investment trust, by Persons or officers, members, agents and others holding
positions comparable to those of the foregoing nature, as
applicable.

       

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

       

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

       

      “Debt
Security” or “Debt Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any debt security or debt securities,
as the case may be, of any series authenticated and delivered under this
Indenture.

       

      “Default”
means any event, act or condition that is, or after notice or the passage of
time or both would be, an Event of Default.

       

      “Depositary”
means, unless otherwise specified by the Company pursuant to either Section 2.03
or Section 2.15, with respect to Debt Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Exchange Act or other applicable
statute or regulations.

       

      “Designated
Senior Indebtedness” means (i) any Senior Indebtedness which, at the date
of determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend
up to, at least $100 million and (ii) any other Senior Indebtedness
designated, as provided in Section 2.03, in respect of any series of Debt
Securities.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

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

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.

       

      “Floating
Rate Security” means a Debt Security that provides for the payment of interest
at a variable rate determined periodically by reference to an interest rate
index specified pursuant to Section 2.03.

       

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

       

      “Global
Security” means with respect to any series of Debt Securities issued hereunder,
a Debt Security which is executed by the Company and authenticated and delivered
by the Trustee to the Depositary or pursuant to the Depositary’s instruction,
all in accordance with this Indenture and any Indentures supplemental hereto, or
resolution of the Board of Trustees and set forth in an Officers’ Certificate,
which shall be registered in the name of the Depositary or its nominee and which
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the Outstanding Debt Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due and interest rate or method of determining interest.

       

      “Guarantee”
means any obligation, contingent or otherwise, of any Person, directly or
indirectly, guaranteeing any Debt or other obligation of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person
(a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation of such other Person (whether arising
by virtue of Company arrangements, or by agreement to keep–well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for purposes of
assuring in any other manner the obligee of such Debt or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term “guarantee” shall not
include endorsements for collection or deposit in the ordinary course of
business.  The term “guarantee” used as a verb has a corresponding
meaning.

       

      “Holder,”
“Holder of Debt Securities” or other similar terms means, a Person in whose name
a Debt Security is registered in the Debt Security Register (as defined in
Section 2.07(a)).

       

      “Indenture”
means this instrument as originally executed, or, if amended or supplemented as
herein provided, as so amended or supplemented, and shall include the form and
terms of particular series of Debt Securities as contemplated hereunder, whether
or not a supplemental Indenture is entered into with respect
thereto.

       

      “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York, New York or at a Place of Payment are authorized by law,
regulation or executive order to remain closed.  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.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      “Lien”
means, with respect to any asset, any mortgage, lien, security interest, pledge,
charge or other encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law.

       

      “Officer”
means, with respect to a Person, the Chairman of the Board, the Chief Executive
Officer, the President, The Chief Financial Officer, The Chief Legal Officer,
The Chief Accounting Officer, any Vice President, the Treasurer, any Assistant
Treasurer, Controller, Secretary or any Assistant Secretary of such
Person.

       

      “Officers’
Certificate” means a certificate signed by two Officers of the Company, one of
whom must be the Company’s Chief Executive Officer, Chief Financial Officer or
Chief Accounting Officer (or if the Company shall change its form of entity to
other than a real estate investment trust, by Persons, officers, members, agents
and others holding positions comparable to those of the foregoing nature, as
applicable).

       

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

       

      “Original
Issue Discount Debt Security” means any Debt Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section
6.01.

       

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

       

      (a)           Debt
Securities of that series theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

       

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

       

      (c)           Debt
Securities of that series which have been paid pursuant to Section 2.10 or in
exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Debt Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Debt Securities are held by a bona fide purchaser
in whose hands such Debt Securities are valid obligations of the
Company;

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Debt Securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Debt
Securities owned by the Company or any other obligor upon the Debt Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which a Trust Officer
actually knows to be so owned shall be so disregarded.  Debt
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or an
Affiliate of the Company or of such other obligor.  In determining
whether the Holders of the requisite principal amount of Outstanding Debt
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount
Debt 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 6.01.

       

      “Person”
means any individual, real estate investment trust, corporation, company, joint
venture, limited liability company, incorporated or unincorporated association,
joint–stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any
kind.

       

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

       

      “Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Debt.

       

      “SEC”
means the Securities and Exchange Commission.

       

      “Securities
Act” means the Securities Act of 1933, as amended, and any successor
statute.

       

      “Senior
Indebtedness,” unless otherwise provided with respect to the Debt Securities of
a series as contemplated by Section 2.03, means (1) all Debt of the
Subsidiary Guarantors or the Company, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such Debt,
it is provided that such Debt is subordinate or not superior in right of payment
to the Debt Securities, in the case of the Company, or the Guarantee, in the
case of the Subsidiary Guarantors, or to other Debt which is pari passu with or
subordinated to the Debt Securities, in the case of the Company, or the
Guarantee, in the case of the Subsidiary Guarantors, and (2) any
modifications, refunding, deferrals, renewals, or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt;
provided that in no event shall “Senior Indebtedness” include (a) Debt
evidenced by the Debt Securities or any Guarantee, (b) Debt of any of the
Subsidiary Guarantors or the Company owed or owing to any Subsidiary of the
Company, (c) Debt of any of the Subsidiary Guarantors owed or owing to the
Company, (d) Debt to trade creditors, (e) any liability for taxes owed
or owing by the Subsidiary Guarantors or the Company or (f) Debt of any
Subsidiary Guarantor in the event there is no series of Debt Securities
Outstanding that is entitled to the benefits of a Guarantee.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      “Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is
due and payable, including pursuant to any mandatory redemption provision (but
excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency beyond the
control of the issuer unless such contingency has occurred).

       

      “Subsidiary”
means with respect to any Person:

       

      (1)           any
corporation, association or other business entity (other than an entity referred
to in clause (2), below) of which more than 50% of the total voting power
of equity interests entitled, without regard to the occurrence of any
contingency, to vote in the election of Trustees, managers, directors or
equivalent Persons thereof is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or combination thereof; and

       

      (2)           any
partnership (whether general or limited), limited liability company or joint
venture (a) the sole general partner or managing general partner, or
managing member of which is such Person or a subsidiary of such Person, or
(b) if there is more than a single general partner or member, either
(i) the only general partners or managing members of which are such Person
and/or one or more subsidiaries of such Person (or any combination thereof) or
(ii) such Person owns or controls, directly or indirectly, a majority of
the outstanding general partner or member interests entitled to vote in the
election of general partners, managers, trustees or equivalent Persons of such
partnership, limited liability company or joint venture.

       

      “Subsidiary
Guarantors” means any Subsidiary of the Company who may execute this Indenture,
or a supplement hereto, for the purpose of providing a Guarantee of Debt
Securities pursuant to this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
“Subsidiary Guarantors” shall mean such successor Person.

       

      “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

       

      “Trustee”
initially means [_______________] and any other Person or Persons appointed as
such from time to time pursuant to Section 7.08, and, subject to the provisions
of ARTICLE VII, includes its or their successors and assigns.  If at
any time there is more than one such Person, “Trustee” as used with respect to
the Debt Securities of any series shall mean the Trustee with respect to the
Debt Securities of that series.

       

      “Trust
Officer” means any officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

       

      “United
States” means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      “U.S.
Government Obligations” means the direct obligations of the United States of
America, obligations on which the payment of principal and interest is fully
guaranteed by the United States of America or obligations or guarantees for the
payment of which the full faith and credit of the United States of America is
pledged.

       

      “Yield to
Maturity” means the yield to maturity, calculated at the time of issuance of a
series of Debt Securities, or, if applicable, at the most recent redetermination
of interest on such series and calculated in accordance with accepted financial
practice.

       

      Section
1.02.     Other
Definitions.

       

      
        	
                Term

              	
                Defined in
      Section

              
	
                “Debt
      Security Register”

              	
                Section
      2.07

              
	
                “Defaulted
      Interest”

              	
                Section
      2.17

              
	
                “Event
      of Default”

              	
                Section
      6.01

              
	
                “Funding
      Guarantor”

              	
                Section
      14.05

              
	
                “Guarantee”

              	
                Section
      14.01

              
	
                “Place
      of Payment”

              	
                Section
      2.03

              
	
                “Registrar”

              	
                Section
      2.07

              
	
                “Subordinated
      Debt Securities”

              	
                Section
      12.01

              
	
                “Successor
      Company”

              	
                Section
      10.01

              


      

       

      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.

       

      All 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 have the meanings so
assigned to them.

       

      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 GAAP;

       

      (c)           “or”
is not exclusive;

       

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

       

      (e)           provisions
apply to successive events and transactions;

       

      (f)           if
the applicable series of Debt Securities are subordinated pursuant to ARTICLE
XII, unsecured Debt shall not be deemed to be subordinate or junior to secured
Debt merely by virtue of its nature as unsecured Debt; and

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      (g)           the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with
GAAP.

       

      ARTICLE
II

      DEBT
SECURITIES

       

      Section
2.01.     Forms
Generally.  The Debt Securities of each series shall be in
substantially the form established without the approval of any Holder by or
pursuant to a resolution of the Board of Trustees or in one or more Indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Company may deem
appropriate (and, if not contained in a supplemental Indenture entered into in
accordance with ARTICLE IX, as are not prohibited by the provisions of this
Indenture) or as may be required or appropriate to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange on
which such series of Debt Securities may be listed, or to conform to general
usage, or as may, consistently herewith, be determined by the officers executing
such Debt Securities as evidenced by their execution of the Debt
Securities.

       

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

       

      Section
2.02.     Form of Trustee’s
Certificate of Authentication.  The Trustee’s certificate of
authentication on all Debt Securities authenticated by the Trustee shall be in
substantially the following form:

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

       

      [________________________________________],

      As Trustee

       

      __________________________________________

      Authorized
Signatory

       

      Section
2.03.     Principal Amount; Issuable
in Series.  The aggregate principal amount of Debt Securities
which may be issued, executed, authenticated, delivered and outstanding under
this Indenture is unlimited.

       

      The Debt
Securities may be issued in one or more series in fully registered
form.  There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Trustees and set forth
in an Officers’ Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following:

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      (a)           the
title of the Debt Securities of the series (which shall distinguish the Debt
Securities of the series from all other Debt Securities);

       

      (b)           any
limit upon the aggregate principal amount of the Debt Securities of the series
which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debt Securities of the series pursuant to
this ARTICLE II);

       

      (c)           the
date or dates on which the principal of and premium, if any, on the Debt
Securities of the series are payable;

       

      (d)           the
rate or rates (which may be fixed or variable) at which the Debt Securities of
the series shall bear interest, if any, or the method of determining such rate
or rates, the date or dates from which such interest shall accrue; the interest
payment dates on which such interest shall be payable, or the method by which
such date will be determined; the record dates for the determination of Holders
thereof to whom such interest is payable; and the basis upon which interest will
be calculated if other than that of a 360-day year of twelve thirty-day
months;

       

      (e)           the
place or places, if any, in addition to or instead of the corporate trust office
of the Trustee, where the principal of, and premium, if any, and interest on,
Debt Securities of the series shall be payable (“Place of
Payment”);

       

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

       

      (g)           whether
Debt Securities of the series are entitled to the benefits of any Guarantee of
any Subsidiary Guarantors pursuant to this Indenture;

       

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

       

      (i)           the
terms, if any, upon which the Debt Securities of the series may be convertible
into or exchanged for Capital Stock (which may be represented by depositary
shares), other Debt Securities or warrants for Capital Stock or Debt or other
securities of any kind of the Company or any other obligor and the terms and
conditions upon which such conversion or exchange shall be effected, including
the initial conversion or exchange price or rate, the conversion or exchange
period and any other provision in addition to or in lieu of those described
herein;

       

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

       

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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

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

       

      (m)           any
changes or additions to ARTICLE XI, including the addition of additional
covenants that may be subject to the covenant defeasance option pursuant to
Section 11.02(b);

       

      (n)           if
other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01 or provable in
bankruptcy pursuant to Section 6.02;

       

      (o)           the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Debt Securities of the series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the TIA
are applicable and any corresponding changes to provisions of this Indenture as
currently in effect;

       

      (p)           any
addition to or change in the Events of Default with respect to the Debt
Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

       

      (q)           if
the Debt Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities, the terms and conditions, if any, upon
which such Global Security or Securities may be exchanged in whole or in part
for other individual Debt Securities in definitive registered form; and the
Depositary for such Global Security or Securities and the form of any legend or
legends to be borne by any such Global Security or Securities in addition to or
in lieu of the legend referred to in Section 2.15(a);

       

      (r)           any
trustees, authenticating or paying agents, transfer agents or
registrars;

       

      (s)           the
applicability of, and any addition to or change in the covenants and definitions
currently set forth in this Indenture or in the terms currently set forth in
ARTICLE X, including conditioning any merger, conveyance, transfer or lease
permitted by ARTICLE X upon the satisfaction of any Debt coverage standard by
the Company and Successor Company (as defined in ARTICLE X);

       

      (t)           the
subordination, if any, of the Debt Securities of the series pursuant to ARTICLE
XII and any changes or additions to ARTICLE XII or designation of any Designated
Senior Indebtedness;

       

      (u)           with
regard to Debt Securities of the series that do not bear interest, the dates for
certain required reports to the Trustee; and

       

      (v)           any
other terms of the Debt Securities of the series (which terms shall not be
prohibited by the provisions of this Indenture).

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      All Debt
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Trustees and as set forth in such Officers’
Certificate or in any such Indenture supplemental hereto.

       

      Section
2.04.     Execution of Debt
Securities.  The Debt Securities shall be signed on behalf of
the Company by the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer or a Vice President of the Company and,
if the seal of the Company is reproduced thereon, it shall be attested by its
Secretary, an Assistant Secretary, a Treasurer or an Assistant
Treasurer.  Such signatures upon the Debt Securities may be the manual
or facsimile signatures of the present or any future such authorized officers
and may be imprinted or otherwise reproduced on the Debt
Securities.  The seal of the Company, if any, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Securities.

       

      Only such
Debt Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, signed manually by the Trustee,
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose.  Such certificate by the Trustee upon any Debt
Security executed by the Company on behalf of the Company shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated and
delivered hereunder.

       

      In case
any officer of the Company who shall have signed any of the Debt Securities
shall cease to be such officer before the Debt Securities so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company,
such Debt Securities nevertheless may be authenticated and delivered or disposed
of as though the Person who signed such Debt Securities had not ceased to be
such officer of the Company; and any Debt Security may be signed on behalf of
the Company by such Persons as, at the actual date of the execution of such Debt
Security, shall be the proper officers of the Company, although at the date of
issuance of such Debt Security or of the execution of this Indenture any such
Person was not such officer.

       

      Section
2.05.     Authentication and Delivery
of Debt Securities.  At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver to the
Trustee for authentication Debt Securities of any series executed by the
Company, and the Trustee shall thereupon authenticate and deliver said Debt
Securities to or upon a Company Order.  In authenticating such Debt
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Debt Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.01) shall be fully protected in relying
upon:

       

      (a)           a
copy of any resolution or resolutions of the Board of Trustees, certified by the
Secretary or an Assistant Secretary of the Company, authorizing the terms of
issuance of any series of Debt Securities;

       

      (b)           an
executed supplemental Indenture, if any;

       

      (c)           an
Officers’ Certificate; and

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      (d)           an
Opinion of Counsel prepared in accordance with Section 13.05 which shall also
state:

       

      (i)           that
the form of such Debt Securities has been established by or pursuant to a
resolution of the Board of Trustees or by a supplemental Indenture as permitted
by Section 2.01 in conformity with the provisions of this
Indenture;

       

      (ii)           that
the terms of such Debt Securities have been established by or pursuant to a
resolution of the Board of Trustees or by a supplemental Indenture as permitted
by Section 2.03 in conformity with the provisions of this
Indenture;

       

      (iii)           that
such Debt Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability;

       

      (iv)           that
the Company has the Company power to issue such Debt Securities and has duly
taken all necessary Company action with respect to such issuance;

       

      (v)           that
the issuance of such Debt Securities will not contravene the organizational
documents of the Company or result in any material violation of any of the terms
or provisions of any law or regulation or of any material indenture, mortgage or
other agreement known to such counsel by which the Company is
bound;

       

      (vi)           that
authentication and delivery of such Debt Securities and the execution and
delivery of any supplemental Indenture will not violate the terms of this
Indenture; and

       

      (vii)           such
other matters as the Trustee may reasonably request.

       

      Such
Opinion of Counsel need express no opinion as to whether a court in the United
States would render a money judgment in a currency other than that of the United
States.

       

      The
Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section 2.05 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors, trustees or Officers (or any combination thereof) shall
determine that such action would expose the Trustee to personal liability to
existing Holders.

       

      The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Debt Securities of any series.  Unless limited by the
terms of such appointment, an authenticating agent may authenticate Debt
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 any Registrar,
paying agent or agent for service of notices and demands.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      Unless
otherwise provided in the form of Debt Security for any series, each Debt
Security shall be dated the date of its authentication.

       

      Section
2.06.     Denomination of Debt
Securities.  Unless otherwise provided in the form of Debt
Security for any series, the Debt Securities of each series shall be issuable
only as fully registered Debt Securities in such Dollar denominations as shall
be specified or contemplated by Section 2.03.  In the absence of any
such specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

       

      Section
2.07.     Registration of Transfer and
Exchange.

       

      (a)           The
Company shall keep or cause to be kept a register for each series of Debt
Securities issued hereunder (hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of all Debt Securities
and the transfer of Debt Securities as in this ARTICLE II
provided.  At all reasonable times the Debt Security Register shall be
open for inspection by the Trustee.  Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Company in accordance with the provisions of
Section 4.02, the Company shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Debt Security or Debt
Securities of authorized denominations for a like aggregate principal
amount.  In no event may Debt Securities be issued as, or exchanged
for, bearer securities.

       

      Unless
and until otherwise determined by the Company by resolution of the Board of
Trustees, the Debt Security Register shall be kept at the principal corporate
trust office of the Trustee and, for this purpose, the Trustee shall be
designated “Registrar.”

       

      Debt
Securities of any series (other than a Global Security, except as set forth
below) may be exchanged for a like aggregate principal amount of Debt Securities
of the same series of other authorized denominations.  Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Company as provided in Section 4.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Debt Security or Debt Securities which the Holder making the
exchange shall be entitled to receive.

       

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

       

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

       

      No
service charge shall be made for any exchange or registration of transfer of
Debt Securities (except as provided by Section 2.09), but the Company may
require payment of a sum sufficient to cover any tax, fee, assessment or other
governmental charge that may be imposed in relation thereto, other than those
expressly provided in this Indenture to be made at the Company’s own expense or
without expense or without charge to the Holders.

       

      
        
          
          

        

        
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      The
Company shall not be required (i) to issue, register the transfer of or
exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or
(ii) to register the transfer of or exchange any Debt Securities selected,
called or being called for redemption.

       

      Prior to
the due presentation for registration of transfer of any Debt Security, the
Company, the Subsidiary Guarantors, the Trustee, any paying agent or any
Registrar may deem and treat the Person in whose name a Debt Security is
registered as the absolute owner of such Debt Security for the purpose of
receiving payment of or on account of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Company, the Subsidiary Guarantors, the Trustee, any paying agent or any
Registrar shall be affected by notice to the contrary.

       

      None of
the Company, the Subsidiary Guarantors, the Trustee, any agent of the Trustee,
any paying agent or any Registrar will have any responsibility or liability for
any aspect of the records relating to, or payments made on account of,
beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

       

      Section
2.08.     Temporary Debt
Securities.  Pending the preparation of definitive Debt
Securities of any series, the Company may execute and the Trustee shall
authenticate and deliver temporary Debt Securities (printed, lithographed,
photocopied, typewritten or otherwise produced) of any authorized denomination,
and substantially in the form of the definitive Debt Securities in lieu of which
they are issued, in registered form with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities, all as may he
determined by the Company with the concurrence of the
Trustee.  Temporary Debt Securities may contain such reference to any
provisions of this Indenture as may be appropriate.  Every temporary
Debt Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Debt Securities.

       

      If
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay.  After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer.  Upon
surrender for cancellation of any one or more temporary Debt Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Debt Securities of
the same series of authorized denominations and of like tenor.  Until
so exchanged, temporary Debt Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Debt Securities
of such series.

       

      
        
          
          

        

        
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      Upon any
exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Debt Securities represented thereby pursuant to
Section 2.07 or this Section 2.08, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount to be exchanged and
endorsed.

       

      Section
2.09.     Mutilated, Destroyed, Lost
or Stolen Debt Securities.  If (a) any mutilated Debt
Security is surrendered to the Trustee at its corporate trust office or
(b) the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Debt Security, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them and any paying agent harmless, and neither the Company
nor the Trustee receives notice that such Debt Security has been acquired by a
bona fide purchaser, then the Company shall execute and, upon a Company Order,
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of
the same series of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding.  Upon the issuance of any
substituted Debt Security, the Company or the Trustee may require the payment of
a sum sufficient to cover any tax, fee, assessment or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith.  In case any Debt Security which has matured or is about to
mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substituted
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Company and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however
remote, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Company and the Trustee of the destruction, loss or theft of such Debt
Security and of the ownership thereof.

       

      Every
substituted Debt Security of any series issued pursuant to the provisions of
this Section 2.09 by virtue of the fact that any Debt Security is destroyed,
lost or stolen shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Debt Securities of that
series duly issued hereunder.  All Debt Securities shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debt Securities, and shall preclude any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

       

      Section
2.10.     Cancellation of Surrendered
Debt Securities.  All Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the
Company or any paying agent or a Registrar, be delivered to the Trustee for
cancellation by it, or if surrendered to the Trustee, shall be canceled by it,
and no Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  All canceled
Debt Securities held by the Trustee shall be destroyed (subject to the record
retention requirements of the Exchange Act) and certification of their
destruction delivered to the Company, unless otherwise directed.  On
request of the Company, the Trustee shall deliver to the Company canceled Debt
Securities held by the Trustee.  The Company shall acquire any of the
Debt Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the Debt represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation.  The Company
may not issue new Debt Securities to replace Debt Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

       

      
        
          
          

        

        
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      Section
2.11.     Provisions of the Indenture
and Debt Securities for the Sole Benefit of the Parties and the
Holders.  Nothing in this Indenture or in the Debt Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto, the Holders or any Registrar or paying agent, any legal
or equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all its covenants,
conditions and provisions being for the sole benefit of the parties hereto, the
Holders and any Registrar and paying agents.

       

      Section
2.12.     Payment of Interest;
Interest Rights Preserved.

       

      (a)           Interest
on any Debt Security that is payable and is punctually paid or duly provided for
on any interest payment date shall be paid to the Person in whose name such Debt
Security is registered at the close of business on the regular record date for
such interest notwithstanding the cancellation of such Debt Security upon any
transfer or exchange subsequent to the regular record date.  Payment
of interest on Debt Securities shall be made at the corporate trust office of
the Trustee (except as otherwise specified pursuant to Section 2.03), or at the
option of the Company, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security Register or, if
provided pursuant to Section 2.03 and in accordance with arrangements
satisfactory to the Trustee, at the option of the Holder by wire transfer to an
account designated by the Holder.

       

      (b)           Subject
to the foregoing provisions of this Section 2.12 and to the provisions of
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

       

      Section
2.13.     Securities Denominated in
Dollars.  Except as otherwise specified pursuant to Section
2.03 for Debt Securities of any series, payment of the principal of, and
premium, if any, and interest on, Debt Securities of such series will be made in
Dollars.

       

      Section
2.14.     Wire
Transfers.  Notwithstanding any other provision to the contrary
in this Indenture, the Company may make any payment of moneys required to be
deposited with the Trustee on account of principal of, or premium, if any, or
interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer in
immediately available funds to an account designated by the Trustee before
11:00 a.m., New York City time, on the date such moneys are to be paid to
the Holders of the Debt Securities in accordance with the terms
hereof.

       

      
        
          
          

        

        
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      Section
2.15.     Securities Issuable in the
Form of a Global Security.

       

      (a)           If
the Company shall establish pursuant to Section 2.01 and Section 2.03 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee or its agent shall, in accordance with Section 2.05, authenticate
and deliver, such Global Security or Securities, which shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Debt Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
an Officers’ Certificate, shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and shall bear a legend substantially to the following
effect:

       

      “UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.”

       

      or such
other legend as may then be required by the Depositary for such Global Security
or Securities.

       

      (b)           Notwithstanding
any other provision of this Section 2.15 or of Section 2.07 to the contrary, and
subject to the provisions of paragraph (c) below, unless the terms of a
Global Security expressly permit such Global Security to be exchanged in whole
or in part for definitive Debt Securities in registered form, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 2.07, only by the Depositary to a nominee of the Depositary for such
Global Security, or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, or by the Depositary or a nominee of the Depositary
to a successor Depositary for such Global Security selected or approved by the
Company, or to a nominee of such successor Depositary.

       

      
        
          
          

        

        
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      (c)

       

      (i)           If
at any time the Depositary for a Global Security or Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or Securities or if at any time the Depositary for the Debt Securities
for such series shall no longer be eligible or in good standing under the
Exchange Act or other applicable statute, rule or regulation, the Company shall
appoint a successor Depositary with respect to such Global Security or
Securities.  If a successor Depositary for such Global Security or
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company shall
execute, and the Trustee or its agent, upon receipt of a Company Order for the
authentication and delivery of such individual Debt Securities of such series in
exchange for such Global Security or Securities, will authenticate and deliver,
individual Debt Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security or Securities in exchange for such Global Security or
Securities.

       

      (ii)           If
an Event of Default occurs and the Depositary for a Global Security or
Securities notifies the Trustee of its decision to require that the Debt
Securities of any series or portion thereof issued or issuable in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Securities, the Company shall appoint a successor Depositary with
respect to such Global Security or Securities.  In such event the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Debt Securities of such series in
exchange in whole or in part for such Global Security or Securities, will
authenticate and deliver individual Debt Securities of such series of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of such series or portion thereof in exchange for such Global
Security or Securities.

       

      (iii)           If
specified by the Company pursuant to Section 2.01 and Section 2.03 with respect
to Debt Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Debt Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the
Company, the Trustee and such Depositary.  Thereupon the Company shall
execute, and the Trustee or its agent upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series shall
authenticate and deliver, without service charge, to each Person specified by
such Depositary a new Debt Security or Securities of the same series of like
tenor and terms and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and to such Depositary a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Debt Securities delivered to
Holders thereof.

       

      (iv)           In
any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee or its agent will authenticate and deliver
individual Debt Securities.  Upon the exchange of the entire principal
amount of a Global Security for individual Debt Securities, such Global Security
shall be canceled by the Trustee or its agent.  Except as provided in
the preceding paragraph, Debt Securities issued in exchange for a Global
Security pursuant to this Section 2.15 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Registrar.  The Trustee or the
Registrar shall deliver such Debt Securities to the Persons in whose names such
Debt Securities are so registered.

       

      
        
          
          

        

        
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      (v)           Payments
in respect of the principal of and interest on any Debt Securities registered in
the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global
Security.  The Company, any Subsidiary Guarantors and the Trustee may
treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever.  None of the
Company, any Subsidiary Guarantors, the Trustee, any Registrar, the paying agent
or any agent of the Company, any Subsidiary Guarantors or the Trustee will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of the beneficial ownership interests of the Global
Security by the Depositary or its nominee or any of the Depositary’s direct or
indirect participants, or for maintaining, supervising or reviewing any records
of the Depositary, its nominee or any of its direct or indirect participants
relating to the beneficial ownership interests of the Global Security, the
payments to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or any other matter relating to the actions and
practices of the Depositary, its nominee or any of its direct or indirect
participants.  None of the Company, any Subsidiary Guarantors, the
Trustee or any such agent will be liable for any delay by the Depositary, its
nominee, or any of its direct or indirect participants in identifying the
beneficial owners of the Debt Securities, and the Company, any Subsidiary
Guarantors and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Depositary or its nominee for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Debt Securities to be issued).

       

      Section
2.16.     Medium Term
Securities.  Notwithstanding any contrary provision herein, if
all Debt Securities of a series are not to be originally issued at one time, it
shall not be necessary for the Company to deliver to the Trustee an Officers’
Certificate, resolutions of the Board of Trustees, supplemental Indenture,
Opinion of Counsel or written order or any other document otherwise required
pursuant to Section 2.01, Section 2.03, Section 2.05 or Section 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Officers’ Certificate delivered
pursuant to Section 2.05 or Section 13.05 shall be true and correct as if made
on such date and that the Opinion of Counsel delivered at or prior to such time
of authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

       

      
        
          
          

        

        
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      A Company
Order delivered by the Company to the Trustee in the circumstances set forth in
the preceding paragraph, may provide that Debt Securities which are the subject
thereof will be authenticated and delivered by the Trustee or its agent on
original issue from time to time upon the telephonic or written order of Persons
designated in such written order (any such telephonic instructions to be
promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental
Indenture or resolution of the Board of Trustees relating to such written order,
such terms and conditions of such Debt Securities as are specified in such
Officers’ Certificate, supplemental Indenture or such resolution.

       

      Section
2.17.     Defaulted
Interest.  Any interest on any Debt Security of a particular
series which is payable, but is not punctually paid or duly provided for, on the
dates and in the manner provided in the Debt Securities of such series and in
this Indenture (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder thereof on the relevant record date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (i) or (ii)
below:

       

      (i)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debt Securities of such series are registered at the close of
business on a special record date for the payment of such Defaulted Interest,
which shall be fixed in the following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each such Debt Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided.  Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Company of such special record date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage pre-paid, to each Holder thereof at its address as it appears in
the Debt Security Register, not less than 10 days prior to such special record
date.  Notice of the proposed payment of such Defaulted Interest and
the special record date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Debt Securities of such series
are registered at the close of business on such special record
date.

       

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

       

      
        
          
          

        

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

       

      ARTICLE
III

      REDEMPTION
OF DEBT SECURITIES

       

      Section
3.01.     Applicability of
Article.  The provisions of this Article shall be applicable to
the Debt Securities of any series which are redeemable before their Stated
Maturity except as otherwise specified as contemplated by Section 2.03 for Debt
Securities of such series.

       

      Section
3.02.     Notice of Redemption;
Selection of Debt Securities.  In case the Company shall desire
to exercise the right to redeem all or, as the case may be, any part of the Debt
Securities of any series in accordance with their terms, by resolution of the
Board of Trustees or a supplemental Indenture, the Company shall fix a date for
redemption and shall give notice of such redemption at least 30 and not more
than 60 days prior to the date fixed for redemption to the Holders of Debt
Securities of such series so to be redeemed as a whole or in part, in the manner
provided in Section 13.03.  The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.  In any case, failure to give such
notice or any defect in the notice to the Holder of any Debt Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debt Security of
such series.

       

      Each such
notice of redemption shall specify (i) the date fixed for redemption,
(ii) the redemption price at which Debt Securities of such series are to be
redeemed (or the method of calculating such redemption price), (iii) the
Place or Places of Payment that payment will be made upon presentation and
surrender of such Debt Securities, (iv) that any interest accrued to the
date fixed for redemption will be paid as specified in said notice, (v) that the
redemption is for a sinking fund payment (if applicable), (vi) that, unless
otherwise specified in such notice, if the Company defaults in making such
redemption payment or if the Debt Securities of that series are subordinated
pursuant to the terms of ARTICLE XII, the paying agent is prohibited from making
such payment pursuant to the terms of this Indenture, (vii) that on and
after said date any interest thereon or on the portions thereof to be redeemed
will cease to accrue, (viii) that in the case of Original Issue Discount
Securities original issue discount accrued after the date fixed for redemption
will cease to accrue, (ix) the terms of the Debt Securities of that series
pursuant to which the Debt Securities of that series are being redeemed and
(x) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Debt Securities of
that series.  If less than all the Debt Securities of a series are to
be redeemed the notice of redemption shall specify the certificate numbers of
any Debt Securities of that series to be redeemed that are not in global
form.  In case any Debt Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of that series in principal amount equal to the unredeemed portion
thereof, will be issued.

       

      
        
          
          

        

        
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      At least
five days before the giving of any notice of redemption, unless the Trustee
consents to a shorter period, the Company shall give written notice to the
Trustee of the Redemption Date, the principal amount of Debt Securities to be
redeemed and the series and terms of the Debt Securities pursuant to which such
redemption will occur.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein, and such notice may
be revoked at any time prior to the giving of a notice of redemption to the
Holders pursuant to this Section 3.02.  If fewer than all the Debt
Securities of a series are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given in writing to the Trustee,
which record date shall be not less than three days after the date of notice to
the Trustee.

       

      By 11
a.m., New York City time, on the Redemption Date for any Debt Securities, the
Company shall deposit with the Trustee or with a paying agent (or, if the
Company is acting as its own paying agent, segregate and hold in trust) an
amount of money in Dollars (except as provided pursuant to Section 2.03)
sufficient to pay the redemption price of such Debt Securities or any portions
thereof that are to be redeemed on that date, together with any interest accrued
to the Redemption Date.

       

      If less
than all the Debt Securities of like tenor and terms of a series are to be
redeemed (other than pursuant to mandatory sinking fund redemptions), the
Trustee shall select, on a pro rata basis, by lot or by such other method as in
its sole discretion it shall deem appropriate and fair, the Debt Securities of
that series or portions thereof (in multiples of $1,000) to be
redeemed.  In any case where more than one Debt Security of such
series is registered in the same name, the Trustee in its discretion may treat
the aggregate principal amount so registered as if it were represented by one
Debt Security of such series.  The Trustee shall promptly notify the
Company in writing of the Debt Securities selected for redemption and, in the
case of any Debt Securities selected for partial redemption, the principal
amount thereof to be redeemed.  If any Debt Security called for
redemption shall not be so paid upon surrender thereof on such Redemption Date,
the principal, premium, if any, and interest shall bear interest until paid from
the Redemption Date at the rate borne by the Debt Securities of that
series.  If less than all the Debt Securities of unlike tenor and
terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Company.  Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.

       

      Section
3.03.     Payment of Debt Securities
Called for Redemption.  If notice of redemption has been given
as provided in Section 3.02, the Debt Securities or portions of Debt Securities
of the series with respect to which such notice has been given shall become due
and payable on the date and at the Place or Places of Payment stated in such
notice at the applicable redemption price, together with any interest accrued to
the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Debt Securities at the applicable
redemption price, together with any interest accrued to said date) any interest
on the Debt Securities or portions of Debt Securities of any series so called
for redemption shall cease to accrue, and any original issue discount in the
case of Original Issue Discount Securities shall cease to accrue.  On
presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.

       

      
        
          
          

        

        
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      Any Debt
Security that is to be redeemed only in part shall be surrendered at the Place
of Payment with, if the Company, the Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing, and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security
without service charge, a new Debt Security or Debt Securities of the same
series, of like tenor and form, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered; except
that if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered.  In the case of a Debt Security providing
appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.

       

      Section
3.04.     Mandatory and Optional
Sinking Funds.  The minimum amount of any sinking fund payment
provided for by the terms of Debt Securities of any series, resolution of the
Board of Trustees or a supplemental Indenture is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Debt Securities of any series, resolution of
the Board of Trustees or a supplemental Indenture is herein referred to as an
“optional sinking fund payment.”

       

      In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any Debt Securities of a series in cash, the Company may at its option
(a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company or (b) receive credit for
the principal amount of Debt Securities of that series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited.  Such Debt Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Debt Securities, resolution or supplemental Indenture for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

       

      Section
3.05.     Redemption of Debt
Securities for Sinking Fund.  Not less than 60 days prior
to each sinking fund payment date for any series of Debt Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, any resolution or supplemental Indenture, 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 Debt Securities of
that series pursuant to this Section 3.05 (which Debt Securities, if not
previously redeemed, will accompany such certificate) and whether the Company
intends to exercise its right to make any permitted optional sinking fund
payment with respect to such series.  Such certificate shall also
state that no Event of Default has occurred and is continuing with respect to
such series.  Such certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, by 11 a.m., New York City time, on the next
succeeding sinking fund payment date.  Failure of the Company to
deliver such certificate (or to deliver the Debt Securities specified in this
paragraph) shall not constitute a Default, but such failure shall require that
the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

       

      
        
          
          

        

        
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      Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made in cash which shall
equal or exceed $100,000 (or a lesser sum if the Company shall so request) with
respect to the Debt Securities of any particular series shall be applied by the
Trustee on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment) to the redemption of such Debt
Securities at the redemption price specified in such Debt Securities, resolution
or supplemental Indenture for operation of the sinking fund together with any
accrued interest to the date fixed for redemption.  Any sinking fund
moneys not so applied or allocated by the Trustee to the redemption of Debt
Securities shall be added to the next cash sinking fund payment received by the
Trustee for such series and, together with such payment, shall be applied in
accordance with the provisions of this Section 3.05.  Any and all
sinking fund moneys with respect to the Debt Securities of any particular series
held by the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series and not held for the payment or redemption of
particular Debt Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Debt Securities of that series at its Stated
Maturity.

       

      The
Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in the last paragraph of Section 3.02 and
the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 3.02 except that the notice of redemption shall also
state that the Debt Securities are being redeemed by operation of the sinking
fund.  Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Section
3.03.

       

      The
Trustee shall not redeem any Debt Securities of a series with sinking fund
moneys or mail any notice of redemption of such Debt Securities by operation of
the sinking fund for such series during the continuance of a Default in payment
of interest on such Debt Securities or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities if cash sufficient for
that purpose shall be deposited with the Trustee for that purpose in accordance
with the terms of this ARTICLE III.  Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such Default or Event
of Default shall occur and any moneys thereafter paid into such sinking fund
shall, during the continuance of such Default or Event of Default, be held as
security for the payment of such Debt Securities; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Debt Securities on which such moneys may be applied
pursuant to the provisions of this Section 3.05.

       

      
        
          
          

        

        
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      ARTICLE
IV

      PARTICULAR
COVENANTS OF THE COMPANY

       

      Section
4.01.     Payment of Principal of and
Premium, If Any, and Interest on Debt Securities.  The Company,
for the benefit of each series of Debt Securities, will duly and punctually pay
or cause to be paid the principal of, and premium, if any, and interest on, each
of the Debt Securities at the place, at the respective times and in the manner
provided herein or in the Debt Securities.  Each installment of
interest on any Debt Securities not in global form may at the Company’s option
be paid by mailing checks for such interest payable to the Person entitled
thereto pursuant to Section 2.07(a) to the address of such Person as it appears
on the Debt Security Register.

       

      Principal
of and premium and interest on Debt Securities of any series shall be considered
paid on the date due if, by 11 a.m., New York City time, on such date the
Trustee or any paying agent holds in accordance with this Indenture money
sufficient to pay all principal, premium and interest then due and, in the case
of Debt Securities subordinated pursuant to the terms of ARTICLE XII, the
Trustee or such paying agent, as the case may be, is not prohibited from paying
such money to the Holders on that date pursuant to the terms of this Indenture
or any supplement hereto.

       

      The
Company shall pay interest on overdue principal or premium, if any, at the rate
specified therefor in the Debt Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

       

      Section
4.02.     Maintenance of Offices or
Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities.  The Company will maintain in each Place of Payment
for any series of Debt Securities an office or agency where Debt Securities of
such series may be presented or surrendered for payment, and it shall also
maintain (in or outside such Place of Payment) an office or agency where Debt
Securities of such series may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Debt Securities of
such series and this Indenture may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the office of the Trustee where its corporate
trust business is principally administered in the United States, and the Company
hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.

       

      The
Company may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designation; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations described in the preceding paragraph.  The
Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the location of any
such different or additional office or agency.

       

      
        
          
          

        

        
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      Section
4.03.     Appointment to Fill a
Vacancy in the Office of Trustee.  The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 7.08, a Trustee, so that there shall at all times
be a Trustee hereunder with respect to each series of Debt
Securities.

       

      Section
4.04.     Duties of Paying Agents,
etc.

       

      (a)           The
Company shall cause each paying agent, if any, other than the Trustee, to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 4.04;

       

      (i)           that
it will hold all sums held by it as such agent for the payment of the principal
of, and premium, if any, or interest on, the Debt Securities of any series
(whether such sums have been paid to it by the Company or by any other obligor
on the Debt Securities of such series) in trust for the benefit of the Holders
of the Debt Securities of such series;

       

      (ii)           that
it will give the Trustee notice of any failure by the Company (or by any other
obligor on the Debt Securities of such series) to make any payment of the
principal of, and premium, if any, or interest on, the Debt Securities of such
series when the same shall be due and payable; and

       

      (iii)           that
it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
it as such agent.

       

      (b)           If
the Company shall act as its own paying agent, it will, on or before each due
date of the principal of, and premium, if any, or interest on, the Debt
Securities of any series, set aside, segregate and hold in trust for the benefit
of the Holders of the Debt Securities of such series a sum sufficient to pay
such principal, premium, if any, or interest so becoming due.  The
Company will promptly notify the Trustee of any failure by the Company to take
such action or the failure by any other obligor on such Debt Securities to make
any payment of the principal of, and premium, if any, or interest on, such Debt
Securities when the same shall be due and payable.

       

      (c)           Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent, as required by this Section 4.04,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such paying agent.

       

      (d)           Whenever
the Company shall have one or more paying agents with respect to any series of
Debt Securities, it will, prior to each due date of the principal of, and
premium, if any, or interest on, any Debt Securities of such series, deposit
with any such paying agent a sum sufficient to pay the principal, premium or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless any such paying agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to
act.

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

      (e)           Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 4.04 is subject to the provisions of
Section 11.05.

       

      Section
4.05.     SEC Reports; Financial
Statements.

       

      (a)           The
Company shall, so long as any of the Debt Securities are Outstanding, file with
the Trustee, within 30 days after it files the same with the SEC (unless
already publicly available through the SEC’s EDGAR Filing System), copies of the
annual reports and the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.  If the Company is not
subject to the requirements of such Section 13 or 15(d), the Company shall
file with the Trustee, within 30 days after it would have been required to
file the same with the SEC, financial statements, including any notes thereto
(and with respect to annual reports, an auditors’ report by a firm of
established national reputation), and a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” both comparable to that which
the Company would have been required to include in such annual reports,
information, documents or other reports if the Company had been subject to the
requirements of such Section 13 or 15(d).  The Company shall also
comply with the provisions of TIA Section 314(a).

       

      (b)           The
Company shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders under this Section.

       

      (c)           The
Company shall, so long as any of the Debt Securities are Outstanding, deliver to
the Trustee, within 30 days of any Officer of the Company becoming aware of the
occurrence of any Event of Default, an Officers’ Certificate specifying such
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

       

      Section
4.06.     Compliance
Certificate.

       

      (a)           The
Company and any Subsidiary Guarantor shall, so long as any of the Debt
Securities are Outstanding, deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers’ Certificate signed by
the Company’s principal executive officer, principal financial officer or
principal accounting officer 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 Officer of the Company with a view to
determining whether each of the Company and any Subsidiary Guarantor 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 each of the Company and any Subsidiary Guarantor 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, without regard to any grace period or
requirement of notice required by this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company or any
Subsidiary Guarantor is taking or proposes to take with respect thereto) and
that to the best of his knowledge no event has occurred and remains in existence
by reason of which payments on account of the principal of, or premium, if any,
or interest, if any, on the Debt Securities are prohibited or, if such event has
occurred, a description of the event and what action the Company or any
Subsidiary Guarantor is taking or proposes to take with respect
thereto.

       

      
        
          
          

        

        
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      (b)           The
Company shall, so long as any of the Debt Securities are Outstanding, deliver to
the Trustee within 30 days after the occurrence of any Default or Event of
Default under this Indenture, an Officers’ Certificate specifying such Default
or Event of Default, the status thereof and what action the Company is taking or
proposes to take with respect thereto.

       

      Section
4.07.     Further Instruments and
Acts.  The Company will, upon request of the Trustee, execute
and deliver such further instruments and do such further acts as may reasonably
be necessary or proper to carry out more effectually the purposes of this
Indenture.

       

      Section
4.08.     Existence.  Except
as permitted by ARTICLE X hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence and
all rights (charter and statutory) and franchises of the Company, provided that
the Company shall not be required to preserve any such right or franchise if the
Board of Trustees shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

       

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

       

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

       

      
        
          
          

        

        
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      Section
4.11.     Waiver of Certain
Covenants.  The Company and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this ARTICLE IV (except Section 4.01
through Section 4.08) or made applicable to such Debt Securities pursuant to
Section 2.03, if, before or after the time for such compliance, the Holders of
at least a majority in principal amount of the Outstanding Debt Securities of
each series affected, waive such compliance in such instance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and
effect.

       

      ARTICLE
V

      HOLDERS’
LISTS AND REPORTS BY THE TRUSTEE

       

      Section
5.01.     Company to Furnish Trustee
Information as to Names and Addresses of Holders; Preservation of
Information.  The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee with respect to the Debt
Securities of each series:

       

      (a)           not
more than 10 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such record date (provided,
however, that in no event shall such list be furnished less frequently than
required by TIA Section 312(a)), and

       

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

       

      provided,
however, that so long as the Trustee shall be the Registrar, such lists shall
not be required to be furnished.

       

      The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders (i) contained in
the most recent list furnished to it as provided in this Section 5.01 or
(ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

       

      The
Trustee may destroy any list furnished to it as provided in this Section 5.01
upon receipt of a new list so furnished.

       

      Every
Holder agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the TIA.

       

      Section
5.02.     Communications to
Holders.  Holders may communicate pursuant to
Section 312(b) of the TIA with other Holders with respect to their rights
under this Indenture or the Debt Securities.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the TIA.

       

      
        
          
          

        

        
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      Section
5.03.     Reports by
Trustee.  Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture,
and in any event on or before April 1 in each year, the Trustee shall mail
to Holders a brief report dated as of such January 31 that complies with TIA
Section 313(a); provided, however, that if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted.  The Trustee also shall
comply with TIA Section 313(b).

       

      Reports
pursuant to this Section 5.03 shall be transmitted by mail:

       

      (a)           to
all Holders, as the names and addresses of such Holders appear in the Debt
Security Register;

       

      (b)           except
in the cases of reports under Section 3l3(b)(2) of the TIA, to each Holder
of a Debt Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
5.01; and

       

      (c)           as
otherwise may be required under Section 13.03 hereof.

       

      A copy of
each report at the time of its mailing to Holders shall be filed with the
Securities and Exchange Commission and each stock exchange (if any) on which the
Debt Securities of any series are listed.  The Company agrees to
notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.

       

      Section
5.04.     Record Dates for Action by
Holders.  If the Company shall solicit from the Holders of Debt
Securities of any series any action (including the making of any demand or
request, the giving of any direction, notice, consent or waiver or the taking of
any other action), the Company may, at its option, by resolution of the Board of
Trustees, fix in advance a record date for the determination of Holders of Debt
Securities entitled to take such action, but the Company shall have no
obligation to do so.  Any such record date shall be fixed at the
Company’s discretion.  If such a record date is fixed, such action may
be sought or given before or after the record date, but only the Holders of Debt
Securities of record at the close of business on such record date shall be
deemed to be Holders of Debt Securities for the purpose of determining whether
Holders of the requisite proportion of Debt Securities of such series
Outstanding have authorized or agreed or consented to such action, and for that
purpose the Debt Securities of such series Outstanding shall be computed as of
such record date.

       

      ARTICLE
VI

      REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

       

      Section
6.01.     Events of
Default.  If any one or more of the following shall have
occurred and be continuing with respect to Debt Securities of any series (each
of the following, an “Event of Default”):

       

      (a)           default
in the payment of any installment of interest upon any Debt Securities of that
series as and when the same shall become due and payable, whether or not such
payment shall be prohibited by ARTICLE XII, if applicable, and continuance of
such default for a period of 60 days; or

       

      
        
          
          

        

        
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      (b)           default
in the payment of the principal of or premium, if any, on any Debt Securities of
that series as and when the same shall become due and payable, whether at Stated
Maturity, upon redemption, by declaration, upon required repurchase or
otherwise, whether or not such payment shall be prohibited by ARTICLE XII, if
applicable; or

       

      (c)           default
in the payment of any sinking fund payment with respect to any Debt Securities
of that series as and when the same shall become due and payable;
or

       

      (d)           failure
on the part of the Company, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors, duly to observe or perform any other of the covenants or
agreements on the part of the Company, or if applicable, any of the Subsidiary
Guarantors, in the Debt Securities of that series, in any resolution of the
Board of Trustees authorizing the issuance of that series of Debt Securities, in
this Indenture with respect to such series or in any supplemental Indenture with
respect to such series (other than a covenant a default in the performance of
which is elsewhere in this Section specifically dealt with), continuing for a
period of 30 days after the date on which written notice specifying such
failure and requiring the Company, or if applicable, the Subsidiary Guarantors,
to remedy the same shall have been given to the Company, or if applicable, the
Subsidiary Guarantors, by the Trustee or to the Company, or if applicable, the
Subsidiary Guarantors, and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Debt Securities of that series at the time
Outstanding; or

       

      (e)           the
Company, or if any series of Debt Securities Outstanding under this Indenture is
entitled to the benefits of the Guarantee, any of the Subsidiary Guarantors,
pursuant to or within the meaning of any Bankruptcy Law,

       

      (i)           commences
a voluntary case;

       

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

       

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

       

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

       

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

       

      (i)           is
for relief against the Company, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors, as debtor in an involuntary case;

       

      (ii)           appoints
a Custodian of the Company, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors, or a Custodian for all or substantially all of the
property of the Company, or if applicable, any of the Subsidiary Guarantors;
or

       

      
        
          
          

        

        
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      (iii)           orders
the liquidation of the Company, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors;

       

      and the
order or decree remains unstayed and in effect for 60 days;

       

      (g)           if
any series of Debt Securities Outstanding under this Indenture is entitled to
the benefits of the Guarantee, the Guarantee of any of the Subsidiary Guarantors
ceases to be in full force and effect with respect to Debt Securities of that
series (except as otherwise provided in this Indenture) or is declared null and
void in a judicial proceeding or any of the Subsidiary Guarantors denies or
disaffirms its obligations under this Indenture or such Guarantee;
or

       

      (h)           any
other Event of Default provided with respect to Debt Securities of that
series;

       

      then and
in each and every case that an Event of Default described in clause (a),
(b), (c), (d), (g), or (h) with respect to Debt Securities of that series at the
time Outstanding occurs with respect to the Company and is continuing, unless
the principal of, premium, if any, and accrued and unpaid interest on all the
Debt Securities of that series shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities of that series then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, and interest on all the
Debt Securities of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities of that series contained to
the contrary notwithstanding.  If an Event of Default described in
clause (e) or (f) occurs with respect to the Company, then and in each and
every such case, unless the principal of and accrued and unpaid interest on all
the Debt Securities shall have become due and payable, the principal of (or, if
the Debt Securities of that series are Original Issue Discount Debt Securities,
such portion of the principal amount as may be specified in the terms thereof),
premium, if any, and interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders, anything in
this Indenture or in the Debt Securities contained to the contrary
notwithstanding.

       

      The
Holders of a majority in aggregate principal amount of the Debt Securities of a
particular series by written notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction already rendered and if all existing
Events of Default with respect to that series have been cured or waived except
nonpayment of principal, premium, if any, or interest that has become due solely
because of acceleration.  Upon any such rescission, the parties hereto
shall be restored respectively to their several positions and rights hereunder,
and all rights, remedies and powers of the parties hereto shall continue as
though no such proceeding had been taken.

       

      
        
          
          

        

        
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      Section
6.02.     Collection of Debt by
Trustee, etc.  If an Event of Default occurs and is continuing,
the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid or enforce the
performance of any provision of the Debt Securities of the affected series or
this Indenture, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against any of
the Subsidiary Guarantors or the Company or any other obligor upon the Debt
Securities of such series (and collect in the manner provided by law out of the
property of any of the Subsidiary Guarantors or the Company or any other obligor
upon the Debt Securities of such series wherever situated the moneys adjudged or
decreed to be payable).

       

      In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of any of the Subsidiary Guarantors or the Company or any other obligor upon the
Debt Securities of any series under any Bankruptcy Law, or in case a Custodian
shall have been appointed for its property, or in case of any other similar
judicial proceedings relative to any of the Subsidiary Guarantors or the Company
or any other obligor upon the Debt Securities of any series, its creditors or
its property, the Trustee, irrespective of whether the principal of Debt
Securities of any series 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 pursuant to the provisions of this shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(or, if the Debt Securities of such series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Debt Securities of such
series, 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
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith) and of
the Holders thereof allowed in any such judicial proceedings relative to any of
the Subsidiary Guarantors or the Company, or any other obligor upon the Debt
Securities of such series, its creditors or its property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of such
Holders and of the Trustee on their behalf, and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

       

      All
rights of action and of asserting claims under this Indenture, or under any of
the Debt Securities of any series, may be enforced by the Trustee without the
possession of any such Debt Securities, or the production thereof in any trial
or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment (except for any amounts payable to
the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the
Holders of all the Debt Securities in respect of which such action was
taken.

       

      In case
of an Event of Default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

       

      
        
          
          

        

        
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      Section
6.03.     Application of Moneys
Collected by Trustee.  Any moneys or other property collected
by the Trustee pursuant to Section 6.02 with respect to Debt Securities of any
series shall be applied, after giving effect to the provisions of ARTICLE XII,
if applicable, in the order following, at the date or dates fixed by the Trustee
for the distribution of such moneys or other property, upon presentation of the
several Debt Securities of such series in respect of which moneys or other
property have been collected, and the notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:

       

      FIRST:  To
the payment of all money due the Trustee pursuant to Section 7.06;

       

      SECOND:  In
case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall not have become due, to the payment of accrued
but unpaid interest on the Debt Securities of such series in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series, such
payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;

       

      THIRD:  In
case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities of such series for principal and premium, if any, and interest, with
interest on the overdue principal and premium, if any, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

       

      FOURTH:  The
remainder, if any, shall be paid to the Subsidiary Guarantors or the Company, as
applicable, its successors or assigns, or to whomsoever may be lawfully entitled
to receive the same, or as a court of competent jurisdiction may
direct.

       

      The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.03.  At least 15 days before such
record date, the Company shall mail to each Holder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

       

      
        
          
          

        

        
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      Section
6.04.     Limitation on Suits by
Holders.  In compliance with Section 316(b) of the TIA, no
Holder of any Debt Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise, upon or under or
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt
Securities of that same series and of the continuance thereof and unless the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request upon the Trustee
to institute such action or proceedings in respect of such Event of Default in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity or security as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity or
security shall have failed to institute any such action or proceedings and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended, and being
expressly covenanted by the Holder of every Debt Security with every other
Holder and the Trustee, that no one or more Holders shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders.  For the
protection and enforcement of the provisions of this Section 6.04, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

       

      Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security, on or after the
respective due dates expressed in such Debt Security, and to institute suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

       

      Section
6.05.     Remedies Cumulative; Delay
or Omission in Exercise of Rights Not a Waiver of Default.  All
powers and remedies given by this ARTICLE VI to the Trustee or to the Holders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
Default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this ARTICLE VI or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.

       

      
        
          
          

        

        
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      Section
6.06.     Rights of Holders of
Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive
Default.  In compliance with Section 316(a) of the TIA, the
Holders of not less than a majority in aggregate principal amount of the Debt
Securities of any series at the time Outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or of exercising any right, trust or power conferred on the
Trustee, with respect to the Debt Securities of such series; provided, however,
that such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture, and that subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel shall determine that the action so
directed may not lawfully be taken or is inconsistent with any provision of this
Indenture, or if the Trustee shall by a responsible officer or officers
determine that the action so directed would involve it in personal liability or
would be unduly prejudicial to Holders of Debt Securities of such series not
taking part in such direction; and provided, further, however, that nothing in
this Indenture contained shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by such Holders.  The Holders of not less than a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding may on behalf of the Holders of all the Debt Securities of that
series waive any past Default or Event of Default and its consequences for that
series, except a Default or Event of Default in the payment of the principal of,
and premium, if any, or interest on, any of the Debt Securities and a Default or
Event of Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected thereby.  In case
of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the Subsidiary Guarantors, the Company, the Trustee and the
Holders of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

       

      Section
6.07.     Trustee to Give Notice of
Events of Default Known to It but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall, within 90 days after the
occurrence of an Event of Default, or if later, within 30 days after the
Trustee obtains actual knowledge of the Event of Default, with respect to a
series of Debt Securities give to the Holders thereof, in the manner provided in
Section 13.03, notice of all Events of Default with respect to such series known
to the Trustee, unless such Events of Default shall have been cured or waived
before the giving of such notice; provided, that, except in the case of an Event
of Default in the payment of the principal of, or premium, if any, or interest
on, any of the Debt Securities of such series or in the making of any sinking
fund payment with respect to the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a committee of directors or responsible
officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders thereof.

       

      Section
6.08.     Requirement of an
Undertaking to Pay Costs in Certain Suits under the Indenture or Against the
Trustee.  All parties to this Indenture agree, and each Holder
of any Debt 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 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 in the manner and
to the extent provided in the TIA, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.08 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Debt
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security on or after the due date for such payment expressed in
such Debt Security.

       

      
        
          
          

        

        
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      ARTICLE
VII

      CONCERNING
THE TRUSTEE

       

      Section
7.01.     Certain Duties and
Responsibilities.  The Trustee, prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which
may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture.  In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

       

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

       

      (a)           this
paragraph shall not be construed to limit the effect of the first paragraph of
this Section 7.01 or clause (ii) of paragraph (b) of this Section
7.01;

       

      (b)           prior
to the occurrence of an Event of Default with respect to the Debt Securities of
a series and after the curing or waiving of all Events of Default with respect
to such series which may have occurred:

       

      (i)           the
duties and obligations of the Trustee with respect to Debt Securities of any
series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations with respect to such series as are specifically set forth in
this Indenture, and no implied covenants or obligations with respect to such
series shall be read into this Indenture against the Trustee;

       

      (ii)           in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; provided that in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture; and provided further that, as required by TIA
Section 315(a), the Trustee shall examine the evidence furnished to it
pursuant to Section 4.05 and Section 4.06 to determine whether or not such
evidence conforms to the requirements of this Indenture;

       

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

       

      
        
          
          

        

        
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      (d)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it with respect to Debt Securities of any series in good faith in
accordance with the direction of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of that 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 Debt Securities of such
series.

       

      None of
the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any personal financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

       

      Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

       

      Section
7.02.     Certain Rights of
Trustee.  Except as otherwise provided in Section
7.01:

       

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

       

      (b)           any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Order (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of
Trustees may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

       

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

       

      (d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders of Debt Securities of any series pursuant to the provisions of this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby;

       

      (e)           the
Trustee shall not be liable for any action taken or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;

       

      (f)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval or other paper or document,
unless requested in writing to do so by the Holders of a majority in aggregate
principal amount of the then Outstanding Debt Securities of a series affected by
such matter; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is not, in the opinion of the Trustee,
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding, and the reasonable
expense of every such investigation shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand;

       

      
        
          
          

        

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

       

      (h)           if
any property other than cash shall at any time be subject to a Lien in favor of
the Holders, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such Lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax Liens or other
prior Liens or encumbrances thereon;

       

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

       

      (j)           any
permissive right or authority granted to the Trustee shall not be construed as a
mandatory duty.

       

      Section
7.03.     Trustee Not Liable for
Recitals in Indenture or in Debt Securities.  The recitals
contained herein, in the Debt Securities (except the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.  The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and
accurate.  The Trustee shall not be accountable for the use or
application by the Company of any of the Debt Securities or of the proceeds
thereof.

       

      Section
7.04.     Trustee, Paying Agent or
Registrar May Own Debt Securities.  The Trustee or any paying
agent or Registrar, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities and subject to the provisions of the TIA
relating to conflicts of interest and preferential claims may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
paying agent or Registrar.

       

      
        
          
          

        

        
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      Section
7.05.     Moneys Received by Trustee
to Be Held in Trust.  Subject to the provisions of Section
11.05, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no liability for interest on any
moneys received by it hereunder.  So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time to the Company upon a Company Order.

       

      Section
7.06.     Compensation and
Reimbursement.  The Company covenants and agrees to pay in
Dollars to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all services rendered by it hereunder (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) as mutually agreed to from time to time in writing
by the Company and the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents, attorneys and counsel and of all Persons not regularly in its employ),
including without limitation, Section 6.02, except any such expense,
disbursement or advances as may arise from its negligence, willful misconduct or
had faith.  The Company also covenants to indemnify in Dollars the
Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence, willful misconduct or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim of liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The
obligations of the Company under this Section 7.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional Debt hereunder and shall survive the
satisfaction and discharge of this Indenture.  The Company and the
Holders agree that such additional Debt shall be secured by a Lien prior to that
of the Debt Securities upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of,
and premium, if any, or interest on, particular Debt Securities.

       

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

       

      Section
7.07.     Right of Trustee to Rely on
an Officers’ Certificate Where No Other Evidence Specifically
Prescribed.  Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

       

      
        
          
          

        

        
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      Section
7.08.     Separate Trustee;
Replacement of Trustee.  The Company may, but need not, appoint
a separate Trustee for any one or more series of Debt Securities.  The
Trustee may resign with respect to one or more or all series of Debt Securities
at any time by giving notice to the Company.  The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee.  The Company shall remove
the Trustee if:

       

      (a)           the
Trustee fails to comply with Section 7.01;

       

      (b)           the
Trustee is adjudged bankrupt or insolvent;

       

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

       

      (d)           the
Trustee otherwise becomes incapable of acting.

       

      If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Debt Securities of a particular series and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists
in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.  No resignation or removal of the Trustee and no
appointment of a successor Trustee shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of this Section 7.08.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon 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 under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable
series.  The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the Lien provided for
in Section 7.06.

       

      If a
successor Trustee does not take office within 60 days after the retiring
Trustee gives notice of resignation or is removed, the retiring Trustee or the
Holders of 25% in principal amount of the Debt Securities of any applicable
series may petition any court of competent jurisdiction for the appointment of a
successor Trustee for the Debt Securities of such series.

       

      If the
Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for the Debt
Securities of such series.

       

      Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.06 shall continue for the benefit of the retiring
Trustee.

       

      In the
case of the appointment hereunder of a separate or successor Trustee with
respect to the Debt Securities of one or more series, the Company, any retiring
Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of any retiring Trustee with respect to the Debt Securities of any series
as to which any such retiring Trustee is not retiring shall continue to be
vested in such retiring Trustee and (ii) that shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
it being understood that nothing herein or in such supplemental Indenture shall
constitute such Trustees co—trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

       

      
        
          
          

        

        
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      Section
7.09.     Successor Trustee by
Merger.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall
be the successor Trustee.

       

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

       

      Section
7.10.     Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a) of the TIA.  The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition.  No obligor upon the
Debt Securities of a particular series or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee for the Debt Securities of such series.  The Trustee shall
comply with Section 310(b) of the TIA; provided, however, that there shall
be excluded from the operation of Section 310(b)(1) of the TIA this
Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met.  If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this
Indenture.

       

      Section
7.11.     Preferential Collection of
Claims Against Company.  The Trustee shall comply with
Section 311(a) of the TIA, excluding any creditor relationship listed in
Section 311(b) of the TIA.  A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

       

      Section
7.12.     Compliance with Tax
Laws.  The Trustee hereby agrees to comply with all U.S..
Federal income tax information reporting and withholding requirements applicable
to it with respect to payments of premium (if any) and interest on the Debt
Securities, whether acting as Trustee, Registrar, paying agent or otherwise with
respect to the Debt Securities.

       

      
        
          
          

        

        
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      ARTICLE
VIII

      CONCERNING
THE HOLDERS

       

      Section
8.01.     Evidence of Action by
Holders.  Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Debt
Securities of any or all series may take action (including the making of any
demand or request, the giving of any direction, notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor
executed by Holders in Person or by agent or proxy appointed in writing,
(b) by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with the provisions of Section 5.02,
(c) by a combination of such instrument or instruments and any such record
of such a meeting of Holders or (d) in the case of Debt Securities
evidenced by a Global Security, by any electronic transmission or other message,
whether or not in written format, that complies with the Depositary’s applicable
procedures.

       

      Section
8.02.     Proof of Execution of
Instruments and of Holding of Debt Securities.  Subject to the
provisions of Section 7.01, Section 7.02 and Section 13.09, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.  The ownership of Debt Securities of any series shall be
proved by the Debt Security Register or by a certificate of the Registrar for
such series.  The Trustee may require such additional proof of any
matter referred to in this Section 8.02 as it shall deem necessary.

       

      Section
8.03.     Who May Be Deemed Owner of
Debt Securities.  Prior to due presentment for registration of
transfer of any Debt Security, the Company, the Subsidiary Guarantors, the
Trustee, any paying agent and any Registrar may deem and treat the Person in
whose name any Debt Security shall be registered upon the books of the Company
as the absolute owner of such Debt Security (whether or not such Debt Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and premium, if any, and (subject to Section 2.12) interest on such Debt
Security and for all other purposes, and none of the Company, the Subsidiary
Guarantors or the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

       

      None of
the Company, the Subsidiary Guarantors, the Trustee, any paying agent or any
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

       

      Section
8.04.     Instruments Executed by
Holders Rind Future Holders.  At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 8.01, of the taking
of any action by the Holders of the percentage in aggregate principal amount of
the Debt Securities of any series specified in this Indenture in connection with
such action and subject to the following paragraph, any Holder of a Debt
Security which is shown by the evidence to be included in the Debt Securities
the Holders of which have consented to such action may, by filing written notice
with the Trustee at its corporate trust office and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Debt
Security.  Except as aforesaid any such action taken by the Holder of
any Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Debt Security and of any Debt Security issued
upon transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or
such other Debt Securities.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Subsidiary Guarantors, the Trustee and the Holders
of all the Debt Securities of such series.

       

      
        
          
          

        

        
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      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Debt Securities entitled to give their consent or
take any other action required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Debt
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Debt Securities after such record date.  No
such consent shall be valid or effective for more than 120 days after such
record date unless the consent of the Holders of the percentage in aggregate
principal amount of the Debt Securities of such series specified in this
Indenture shall have been received within such 120-day period.

       

      ARTICLE
IX

      SUPPLEMENTAL
INDENTURES

       

      Section
9.01.     Purposes for Which
Supplemental Indenture May Be Entered into Without Consent of
Holders.  The Company and any Subsidiary Guarantors, when
authorized by resolutions of the Board of Trustees, and the Trustee may from
time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

       

      (a)           to
evidence the succession pursuant to ARTICLE X of another Person to the Company,
or successive successions, and the assumption by the Successor Company (as
defined in Section 10.01) of the covenants, agreements and obligations of the
Company in this Indenture and in the Debt Securities;

       

      (b)           to
surrender any right or power herein conferred upon the Company or the Subsidiary
Guarantors, to add to the covenants of the Company or the Subsidiary Guarantors
such further covenants, restrictions, conditions or provisions for the
protection of the Holders of all or any series of Debt Securities (and if such
covenants are to be for the benefit of less than all series of Debt Securities,
stating that such covenants are expressly being included solely for the benefit
of such series) as the Board of Trustees shall consider to be for the protection
of the Holders of such Debt Securities, and to make the occurrence, or the
occurrence and continuance, of a Default in any of such additional covenants,
restrictions, conditions or provisions a Default or an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture; provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental Indenture may provide for
a particular period of grace after Default (which period maybe shorter or longer
than that allowed in the case of other Defaults) or may provide for an immediate
enforcement upon such Default or may limit the remedies available to the Trustee
upon such Default or may limit the right of the Holders of a majority in
aggregate principal amount of any or all series of Debt Securities to waive such
Default;

       

      
        
          
          

        

        
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      (c)           to
cure any ambiguity or omission or to correct or supplement any provision
contained herein, in any supplemental Indenture or in any Debt Securities of any
series that may be defective or inconsistent with any other provision contained
herein, in any supplemental Indenture or in the Debt Securities of such series;
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture as the Company may deem necessary or desirable and
which shall not be inconsistent with the provisions of this Indenture; provided
that such modifications or amendment does not in the good faith opinion of the
Board of Trustees materially adversely affect the interests of any Holders of
Debt Securities of any series;

       

      (d)           to
permit the qualification of this Indenture or any Indenture supplemental hereto
under the TIA as then in effect, except that nothing herein contained shall
permit or authorize the inclusion in any Indenture supplemental hereto of the
provisions referred to in Section 316(a)(2) of the TIA;

       

      (e)           to
change or eliminate any restrictions on the payment of principal of, or premium,
if any, on, Debt Securities; provided, that any such action shall not materially
adversely affect the interests of the Holders of Debt Securities of any series
in any material respect or permit or facilitate the issuance of Debt Securities
of any series in uncertificated form;

       

      (f)           to
reflect the release of any Subsidiary Guarantor in accordance with ARTICLE
XIV;

       

      (g)           in
the case of any Debt Securities subordinated pursuant to ARTICLE XII, to make
any change in ARTICLE XII that would limit or terminate the benefits available
to any holder of Senior Indebtedness (or Representatives therefor) under ARTICLE
XII;

       

      (h)           to
add Subsidiary Guarantors with respect to any or all of the Debt Securities or
to secure any or all of the Debt Securities or the Guarantee;

       

      (i)           to
make any change that does not materially adversely affect the rights hereunder
of any Holder;

       

      (j)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Debt Securities; provided, however, that any such
addition, change or elimination not otherwise permitted under this Section 9.01
shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;

       

      
        
          
          

        

        
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      (k)           to
evidence and provide for the acceptance of appointment hereunder by a successor
or separate Trustee with respect to the Debt 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; and

       

      (l)           to
establish the form or terms of Debt Securities of any series as permitted by
Section 2.01 and Section 2.03.

       

      The
Trustee is hereby authorized to join with the Company and the Subsidiary
Guarantors in the execution of any such supplemental Indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental Indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

       

      Any
supplemental Indenture authorized by the provisions of this Section 9.01 may be
executed by the Company, the Subsidiary Guarantors and the Trustee without the
consent of the Holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.

       

      In the
case of Debt Securities subordinated pursuant to ARTICLE XII, an amendment under
this Section 9.01 may not make any change that materially adversely affects the
rights under ARTICLE XII of any holder of Senior Indebtedness then outstanding
unless the holders of such Senior Indebtedness (or any group or Representative
thereof authorized to give a consent) consent to such change.

       

      Section
9.02.     Modification of Indenture
with Consent of Holders of Debt Securities.  Without notice to
any Holder but with the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental
Indenture (including consents obtained in connection with a tender offer or
exchange offer for any such series of Debt Securities), the Company and the
Subsidiary Guarantors, when authorized by resolutions of the Board of Trustees,
and the Trustee may from time to time and at any time enter into an Indenture or
Indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of execution thereof) 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 Holders of the Debt Securities of such series; provided, that
no such supplemental Indenture, without the consent of the Holders of each Debt
Security so affected, shall:  reduce the percentage in principal
amount of Debt Securities of any series whose Holders must consent to an
amendment; reduce the rate of or extend the time for payment of interest on any
Debt Security; reduce the principal of or extend the Stated Maturity of any Debt
Security; reduce any premium payable upon the redemption of any Debt Security or
change the time at which any Debt Security may or shall be redeemed in
accordance with ARTICLE III; make any Debt Security payable in currency other
than the Dollar; impair the right of any Holder to receive payment of premium,
if any, principal of and interest on such Holder’s Debt Securities on or after
the due dates therefor or to institute suit for the enforcement of any payment
on or with respect to such Holder’s Debt Securities; in the case of any Debt
Security subordinated pursuant to ARTICLE XII, make any change in ARTICLE XII
that materially adversely affects the rights of any Holder under ARTICLE XII;
release any security that may have been granted in respect of the Debt
Securities, other than in accordance with this Indenture; make any change in
Section 6.06 or this Section 9.02; or, except as provided in Section 11.02(b) or
Section 14.04, release the Subsidiary Guarantors other than as provided in this
Indenture or modify the Guarantee in any manner adverse to the
Holders.

       

      
        
          
          

        

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

       

      Upon the
request of the Company and the Subsidiary Guarantors, accompanied by a copy of
resolutions of the Board of Trustees authorizing the execution of any such
supplemental Indenture, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental Indenture unless such supplemental Indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental Indenture.

       

      It shall
not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed supplemental Indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

       

      In the
case of any Debt Securities subordinated pursuant to ARTICLE XII, an amendment
under this Section 9.02 may not make any change that materially adversely
affects the rights under ARTICLE XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such
change.

       

      After an
amendment under this Section 9.02 requiring the consent of the Holders of any
series of Debt Securities becomes effective, the Company shall mail to Holders
of that series of Debt Securities of each series affected thereby a notice
briefly describing such amendment.  The failure to give such notice to
any such Holders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.02 with respect to other
Holders.

       

      Section
9.03.     Effect of Supplemental
Indentures.  Any supplemental indenture executed pursuant to
the provisions of this ARTICLE IX shall comply with the TIA, as then in effect,
provided that this Section 9.03 shall not require such supplemental indenture or
the Trustee to be qualified under the TIA prior to the time, if ever, such
qualification is in fact required under the terms of the TIA or the Indenture
has been qualified under the TIA, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time, if ever, such qualification is in
fact required under the terms of the TIA or the Indenture has been qualified
under the TIA.  Upon the execution of any supplemental Indenture
pursuant to the provisions of this ARTICLE IX, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company, the Subsidiary Guarantors and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental Indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

       

      
        
          
          

        

        
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      The
Trustee, subject to the provisions of Section 7.01 and Section 7.02, may receive
an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that
any such supplemental Indenture complies with the provisions of this ARTICLE
IX.

       

      Section
9.04.     Debt Securities May Bear
Notation of Changes by Supplemental Indentures.  Securities of
any series authenticated and delivered after the execution of any supplemental
Indenture pursuant to the provisions of this ARTICLE IX may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental Indenture.  New Debt
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Trustees, to any modification of this Indenture
contained in any such supplemental Indenture may be prepared and executed by the
Company, authenticated by the Trustee and delivered in exchange for the Debt
Securities of such series then Outstanding.  Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not
affect the validity of such amendment.

       

      ARTICLE
X

      CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

       

      Section
10.01.   Consolidations and Mergers
of the Company.  The Company shall not consolidate or merge
with or into any Person (whether or not the Company is the surviving Person), or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, unless:  (a) either (i) the
Company shall be the surviving Person in the case of a merger or (ii) the
resulting, surviving or transferee Person if other than the Company (the
“Successor Company”), shall be an entity organized and existing under the laws
of the United States, any State thereof or the District of Columbia and the
Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under this Indenture and the Debt Securities
according to their tenor; (b) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Company or any Subsidiary of the Company as a result
of such transaction as having been incurred by the Successor Company or such
Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default would occur or be continuing; (c) if the
Company is not the continuing Person, then each Subsidiary Guarantor, unless it
has become the Successor Company, shall confirm that its Guarantee shall
continue to apply to the obligations under the Debt Securities and this
Indenture; and (d) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or disposition and such supplemental Indenture (if any)
comply with this Indenture.

       

      
        
          
          

        

        
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      Section
10.02.   Rights and Duties of
Successor Company.  In case of any consolidation or merger
where the Company is not the continuing Person, or disposition of all or
substantially all of the assets of the Company in accordance with Section 10.01,
the Successor Company shall succeed to and be substituted for the Company with
the same effect as if it had been named herein as the respective party to this
Indenture, and the predecessor entity shall be released from all liabilities and
obligations under this Indenture and the Debt Securities, except that no such
release will occur in the case of a lease of all or substantially all of the
Company’s assets.  The Successor Company thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all the Debt Securities issuable hereunder which theretofore shall not have
been signed by or on behalf of the Company and delivered to the Trustee; and,
upon the order of the Successor Company, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Debt Securities which
previously shall have been signed and delivered by or on behalf of the Company
to the Trustee for authentication, and any Debt Securities which the Successor
Company thereafter shall cause to be signed and delivered to the Trustee for
that purpose.  All the Debt Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Debt Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all such Debt Securities had been issued at the date of the execution
hereof

       

      In case
of any such consolidation, merger, sale or disposition, such changes in
phraseology and form (but not in substance) may be made in the Debt Securities
thereafter to be issued as may be appropriate.

       

      ARTICLE
XI

      SATISFACTION
AND DISCHARGE OF

      INDENTURE;
DEFEASANCE; UNCLAIMED MONEYS

       

      Section
11.01.   Applicability of
Article.  The provisions of this ARTICLE XI relating to
discharge or defeasance of Debt Securities shall be applicable to each series of
Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt
Securities of such series.

       

      Section
11.02.   Satisfaction and Discharge
of Indenture; Defeasance.

       

      (a)           If
at any time the Company shall have delivered to the Trustee for cancellation all
Debt Securities of any series theretofore authenticated and delivered (other
than any Debt Securities of such series which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.09
and Debt Securities for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Company as provided in Section 11.05) or all
Debt Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee as trust funds the
entire amount in cash sufficient to pay at final maturity or upon redemption all
Debt Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or Redemption Date, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of such Debt Securities herein expressly provided for) with respect to
the Debt Securities of such series, and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Debt
Securities of such series.

       

      
        
          
          

        

        
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      (b)           Subject
to Section 11.02(c), Section 11.03 and Section 11.07, the Company at any time
may terminate, with respect to Debt Securities of a particular series, all its
obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series (“legal defeasance option”) or the
operation of (w) Section 4.09 and Section 4.10, (x) any covenant made
applicable to such Debt Securities pursuant to Section 2.03, (y) Section
6.01(d), Section 6.01(g) and Section 6.01(h)and (z) as they relate to the
Subsidiary Guarantors only, Section 6.01(e) and Section 6.01(f) (“covenant
defeasance option”).  If the Company exercises either its legal
defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series that are entitled to the benefit of the
Guarantee, the Guarantee will terminate with respect to that series of Debt
Securities.  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.

       

      If the
Company exercises its legal defeasance option, payment of the Debt Securities of
the defeased series may not be accelerated because of an Event of
Default.  If the Company exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Section 6.01(d), Section 6.01(g) and
Section 6.01(h) and, with respect to the Subsidiary Guarantors only, Section
6.01(e) and Section 6.01(f).

       

      Upon
satisfaction of the conditions set forth herein and upon request of the Company,
the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.

       

      (c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Section 2.07,
Section 2.09, Section 4.02, Section 4.03, Section 4.04, the last sentence of
Section 4.05(a), Section 4.06(a)), Section 5.01, Section 7.06, Section 11.05,
Section 11.06 and Section 11.07 shall survive until the Debt Securities of the
defeased series have been paid in full.  Thereafter, the Company’s
obligations in Section 7.06, Section 11.05 and Section 11.06 shall
survive.

       

      Section
11.03.   Conditions of
Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option with respect to Debt Securities of a
particular series only if:

       

      (a)           the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, the Debt Securities of such series to final maturity or redemption, as the
case may be;

       

      (b)           the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay the
principal, premium, if any, and interest when due on all the Debt Securities of
such series to final maturity or redemption, as the case may be;

       

      
        
          
          

        

        
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      (c)           91 days
pass after the deposit is made and during the 91-day period no Default specified
in Section 6.01(e) or Section 6.01(f) with respect to the Company occurs which
is continuing at the end of the period;

       

      (d)           no
Default has occurred and is continuing on the date of such deposit and after
giving effect thereto;

       

      (e)           the
deposit does not constitute a default under any other agreement binding on the
Company and, if the Debt Securities of such series are subordinated pursuant to
ARTICLE XII, is not prohibited by ARTICLE XII;

       

      (f)           the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

       

      (g)           in
the event of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that the Company has received from the
Internal Revenue Service a ruling, or since the date 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 Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such 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 defeasance had not
occurred;

       

      (h)           in
the event of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred;
and

       

      (i)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Debt Securities of such series as contemplated by this ARTICLE
XI have been complied with.

       

      Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Debt Securities of such series at a future date in
accordance with ARTICLE III.

       

      Section
11.04.   Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this ARTICLE
XI.  It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Debt Securities of the defeased series.  In the event the Debt
Securities of the defeased series are subordinated pursuant to ARTICLE XII,
money and securities so held in trust are not subject to ARTICLE
XII.

       

      
        
          
          

        

        
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      Section
11.05.   Repayment to
Company.  The Trustee and any paying agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.

       

      Subject
to any applicable abandoned property law, the Trustee and any paying agent shall
pay to the Company upon request any money held by them for the payment of
principal, premium or interest that remains unclaimed for two years, and,
thereafter, Holders entitled to such money must look to the Company for payment
as general creditors.

       

      Section
11.06.   Indemnity for U.S.
Government Obligations.  The Company shall pay and shall
indemnify the Trustee and the Holders against any tax, fee or other charge
imposed on or assessed against deposited U.S Government Obligations or the
principal and interest received on such U.S. Government
Obligations.

       

      Section
11.07.   Reinstatement.  If
the Trustee or any paying agent is unable to apply any money or U.S. Government
Obligations in accordance with this ARTICLE XI by reason of any legal proceeding
or by reason of any order or judgment of any court or government authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Debt Securities of the defeased series
shall be revived and reinstated as though no deposit had occurred pursuant to
this ARTICLE XI until such time as the Trustee or any paying agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this
ARTICLE XI.

       

      ARTICLE
XII

      SUBORDINATION
OF DEBT SECURITIES AND GUARANTEE

       

      Section
12.01.   Applicability of Article;
Agreement to Subordinate.  The provisions of this ARTICLE XII
shall only be applicable to the Debt Securities of any series (Debt Securities
of such series referred to in this ARTICLE XII as “Subordinated Debt
Securities”) designated, pursuant to Section 2.03, as subordinated to Senior
Indebtedness and any related Guarantee of such Subordinated Debt
Securities.  Each Holder by accepting a Subordinated Debt Security
agrees that the Debt evidenced by such Subordinated Debt Security and any
related Guarantee of such Subordinated Debt Security is subordinated in right of
payment, to the extent and in the manner provided in this ARTICLE XII, to the
prior payment of all Senior Indebtedness and that the subordination is for the
benefit of and enforceable by the holders of Senior Indebtedness.  All
provisions of this ARTICLE XII shall be subject to Section 2.12.

       

      Section
12.02.   Liquidation, Dissolution,
Bankruptcy.  Upon any payment or distribution of the assets of
the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon
a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as
the case may be, or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or the Subsidiary Guarantors, as the
case may be, or their respective property:

       

      
        
          
          

        

        
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      (a)           holders
of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case
may be, shall be entitled to receive payment in full in cash of such Senior
Indebtedness of such Person (including interest (if any), accruing on or after
the commencement of a proceeding in bankruptcy, whether or not allowed as a
claim against the Company or the Subsidiary Guarantors, as the case may be, in
such bankruptcy proceeding) before Holders of Subordinated Debt Securities and
any related Guarantee shall be entitled to receive any payment of principal of,
or premium, if any, or interest on, the Subordinated Debt Securities from the
Company, or any payment in respect of the Guarantee from the Subsidiary
Guarantors; and

       

      (b)           until
the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case
may be, is paid in full, any distribution to which Holders of Subordinated Debt
Securities and any related Guarantee would be entitled but for this ARTICLE XII
shall be made to holders of Senior Indebtedness of the Company or the Subsidiary
Guarantors, as the case may be, as their interests may appear, except that such
Holders may receive Capital Stock and any debt securities that are subordinated
to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case
may be, to at least the same extent as the Subordinated Debt Securities of the
Company or the related Guarantee of any Subsidiary Guarantor,
respectively.

       

      Section
12.03.   Default on Senior
Indebtedness.  The Company and the Subsidiary Guarantors may
not pay the principal of, or premium, if any, or interest on, the Subordinated
Debt Securities or any related Guarantee or make any deposit pursuant to ARTICLE
XI and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant
to Section 3.05, by the delivery of Subordinated Debt Securities by the Company
to the Trustee pursuant to the first paragraph of Section 3.05) any Subordinated
Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any
principal, premium or interest in respect of Senior Indebtedness of such Person
is not paid within any applicable grace period (including at maturity) or any
other default on Senior Indebtedness of such Person occurs and the maturity of
such Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, the default has been cured or waived and any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full in cash;
provided, however, that the Company and the Subsidiary Guarantors may make
payments on the Subordinated Debt Securities or any related Guarantee without
regard to the foregoing if the Company and the Trustee receive written notice
approving such payment from the Representative of each issue of Designated
Senior Indebtedness.  During the continuance of any other default with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Company and the Subsidiary Guarantors may not make
payments on the Subordinated Debt Securities or any related Guarantee for a
period (a “Payment Blockage Period”) commencing upon the receipt by the Company
and the Trustee (and if such Designated Senior Indebtedness is Debt of a
Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such
default from the Representative of any Designated Senior Indebtedness specifying
an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending
179 days thereafter (or earlier if such Payment Blockage Period is
terminated by written notice to the Trustee and the Company (and if such
Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary
Guarantor) from the Person or Persons who gave such Blockage Notice, by
repayment in full in cash of such Designated Senior Indebtedness or because the
default giving rise to such Blockage Notice is no longer
continuing).  Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in
Section 12.02 and the first sentence of this Section 12.03), unless the holders
of such Designated Senior Indebtedness or the Representative of such holders
shall have accelerated the maturity of such Designated Senior Indebtedness, the
Company and the Subsidiary Guarantors may resume payments on the Subordinated
Debt Securities and related Guarantees after such Payment Blockage
Period.  Not more than one Blockage Notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to any number of issues of Designated Senior Indebtedness during such period,
unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt
Securities of a series; provided, however, that in no event may the total number
of days during which any Payment Blockage Period or Periods is in effect exceed
179 days in the aggregate during any 360 consecutive day period.  For
purposes of this Section 12.03, no default or event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

       

      
        
          
          

        

        
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      Section
12.04.   Acceleration of Payment of
Debt Securities.  If payment of the Subordinated Debt
Securities is accelerated because of an Event of Default, the Company shall
promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration.

       

      Section
12.05.   When Distribution Must Be
Paid Over.  If a distribution is made to Holders of
Subordinated Debt Securities or a related Guarantee that because of this ARTICLE
XII should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.

       

      Section
12.06.   Subrogation.  After
all Senior Indebtedness is paid in full and until the Subordinated Debt
Securities are paid in full, Holders thereof shall be subrogated to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness.  A distribution made under this ARTICLE XII to holders
of Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Debt Securities is not, as between the Company or the Subsidiary
Guarantors, as the case may be, and such Holders, a payment by the Company or
the Subsidiary Guarantors, as the case may be, on Senior
Indebtedness.

       

      Section
12.07.   Relative
Rights.  This ARTICLE XII defines the relative rights of
Holders of Subordinated Debt Securities and holders of Senior
Indebtedness.  Nothing in this Indenture shall:

       

      (a)           impair,
as between the Company or the Subsidiary Guarantors, as the case may be, and
Holders of Subordinated Debt Securities, the obligation of the Company or the
Subsidiary Guarantors, as the case may be, which is absolute and unconditional,
to pay principal of, and premium, if any, and interest on, the Subordinated Debt
Securities in accordance with their terms; or

       

      (b)           prevent
the Trustee or any Holder of Subordinated Debt Securities from exercising its
available remedies upon an Event of Default, subject to the rights of holders of
Senior Indebtedness to receive distributions otherwise payable to Holders of
Subordinated Debt Securities.

       

      
        
          
          

        

        
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      Section
12.08.   Subordination May Not Be
Impaired by Company.  No right of any holder of Senior
Indebtedness to enforce the subordination of the Debt evidenced by the
Subordinated Debt Securities and the Guarantee in respect thereof shall be
impaired by any act or failure to act by the Company or the Subsidiary
Guarantors or by its failure to comply with this Indenture.

       

      Section
12.09.   Rights of Trustee and Paying
Agent.  Notwithstanding Section 12.02 and Section 12.03, the
Trustee or any paying agent may continue to make payments on Subordinated Debt
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer receives notice
satisfactory to it that payments may not be made under this ARTICLE
XII.  The Company, the Registrar, any paying agent, a Representative
or a holder of Senior Indebtedness may give the notice; provided, however, that,
if an issue of Senior Indebtedness has a Representative, only the Representative
may give the notice on behalf of the Holders of the Senior Indebtedness of that
issue.

       

      The
Trustee in its individual or any other capacity may hold Senior Indebtedness
with the same rights it would have if it were not Trustee.  The
Registrar and any paying agent may do the same with like rights.  The
Trustee shall be entitled to all the rights set forth in this ARTICLE XII with
respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness; and nothing in ARTICLE
VII shall deprive the Trustee of any of its rights as such
holder.  Nothing in this ARTICLE XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

       

      Section
12.10.   Distribution or Notice to
Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness, the distribution may be made and
the notice given to their Representative (if any).

       

      Section
12.11.   Article XII Not to Prevent
Defaults or Limit Right to Accelerate.  The failure to make a
required payment with respect to the Subordinated Debt Securities, whether
directly or pursuant to the Guarantee, by reason of any provision in this
ARTICLE XII shall not be construed as preventing the occurrence of a
Default.  Nothing in this ARTICLE XII shall have any effect on the
right of the Holders or the Trustee to accelerate the maturity of either the
Subordinated Debt Securities or the Debt Securities, as the case may
be.

       

      Section
12.12.   Trust Moneys Not
Subordinated.  Notwithstanding anything contained herein to the
contrary, payments from money or the proceeds of U.S. Government Obligations
held in trust under ARTICLE XI by the Trustee for the payment of principal of,
and premium, if any, and interest on, the Subordinated Debt Securities or the
Debt Securities shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restrictions set forth in this ARTICLE XII, and
none of the Holders thereof shall be obligated to pay over any such amount to
the Company, the Subsidiary Guarantors or any holder of Senior Indebtedness of
the Company or the Subsidiary Guarantors or any other creditor of the Company or
the Guarantor.

       

      
        
          
          

        

        
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      Section
12.13.   Trustee Entitled to
Rely.  Upon any payment or distribution pursuant to this
ARTICLE XII, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which any proceedings of
the nature referred to in Section 12.02 are pending, upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to such Holders or upon the Representatives for the holders of
Senior Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other Debt of the Company or the Subsidiary Guarantors, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this ARTICLE
XII.  In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this ARTICLE XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this ARTICLE XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.  The provisions
of Section 7.01 and Section 7.02 shall be applicable to all actions or omissions
of actions by the Trustee pursuant to this ARTICLE XII.

       

      Section
12.14.   Trustee to Effectuate
Subordination.  Each Holder by accepting a Subordinated Debt
Security authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
between the Holders of Subordinated Debt Securities and the holders of Senior
Indebtedness as provided in this ARTICLE XII and appoints the Trustee as
attorney-in-fact for any and all such purposes.

       

      Section
12.15.   Trustee Not Fiduciary for
Holders of Senior Indebtedness.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders of Subordinated Debt Securities or the Company or the Subsidiary
Guarantors or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this ARTICLE XII or
otherwise.

       

      Section
12.16.   Reliance by Holders of
Senior Indebtedness on Subordination Provisions.  Each Holder
by accepting a Subordinated Debt Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Subordinated Debt Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

       

      ARTICLE
XIII

      MISCELLANEOUS
PROVISIONS

       

      Section
13.01.   Successors and Assigns of
Company Bound by Indenture.  All the covenants, stipulations,
promises and agreements in this Indenture contained by or in behalf of the
Company, the Subsidiary Guarantors or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.

       

      
        
          
          

        

        
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      Section
13.02.   Acts of Board, Committee or
Officer of Successor Company Valid.  Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Successor Company.

       

      Section
13.03.   Required Notices or
Demands.  Any notice or communication by the Company, the
Subsidiary Guarantors or the Trustee to the others is duly given if in writing
and delivered in Person or mailed by registered or certified mail (return
receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, to the other’s address:

       

      If to the
Company or any Subsidiary Guarantor:


       

      Glimcher
Realty Trust

      180 East
Broad Street

      Columbus,
Ohio 43215

      Attn:
Chief Executive Officer

      


      If to the Trustee:

       

      [____________________]

       

      The
Company, any Subsidiary Guarantor or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

       

      All
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if
mailed; on the first Business Day on or after being sent, if telecopied and the
sender receives confirmation of successful transmission; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

       

      Any
notice required or permitted to a Holder by the Company, any Subsidiary
Guarantor or the Trustee pursuant to the provisions of this Indenture shall be
deemed to be properly mailed by being deposited postage prepaid in a post office
letter box in the United States addressed to such Holder at the address of such
Holder as shown on the Debt Security Register.  Any report pursuant to
Section 313 of the TIA shall be transmitted in compliance with
subsection (c) therein.

       

      Notwithstanding
the foregoing, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 2.03, shall be sufficiently given if given in the manner
specified pursuant to Section 2.03.

       

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

       

      
        
          
          

        

        
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      In the
event it shall be impracticable to give notice by publication, then such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

       

      Failure
to mail a notice or communication to a Holder or any defect in it or any defect
in any notice by publication as to a Holder shall not affect the sufficiency of
such notice with respect to other Holders.  If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

       

      Section
13.04.   Indenture and Debt
Securities to Be Construed in Accordance with the Laws of the State of New
York.  THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEE
SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

       

      Section
13.05.   Officers’ Certificate and
Opinion of Counsel to Be Furnished upon Application or Demand by the
Company.  Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.  Such Officers’ Certificate
and Opinion shall comply with Section 314(c) of the TIA.

       

      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall, in compliance with Section 314(e) of the TIA, include
(a) a statement that the Person making such certificate or opinion has read
such covenant or condition, (b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that,
in the opinion of such Person, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with and (d) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.

       

      Section
13.06.   Payments Due on Legal
Holidays.  In any case where the date of maturity of interest
on or principal of and premium, if any, on the Debt Securities of a series or
the date fixed for redemption or repayment of any Debt Security or the making of
any sinking fund payment shall not be a Business Day at any Place of Payment for
the Debt Securities of such series, then payment of interest or principal and
premium, if any, or the making of such sinking fund payment need not be made on
such date at such Place of Payment, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.  If a record date is not a
Business Day, the record date shall not be affected.

       

      
        
          
          

        

        
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      Section
13.07.   Provisions Required by TIA
to Control.  If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of
Sections 310 to 318, inclusive, of the TIA, such required provision shall
control.

       

      Section
13.08.   Computation of Interest on
Debt Securities.  Interest, if any, on the Debt Securities
shall be computed on the basis of a 360-day year of twelve 30-day months, except
as may otherwise be provided pursuant to Section 2.03.

       

      Section
13.09.   Rules by Trustee, Paying
Agent and Registrar.  The Trustee may make reasonable rules for
action by or a meeting of Holders.  The Registrar and any paying agent
may make reasonable rules for their functions.

       

      Section
13.10.   No Recourse Against
Others.  The Company and its Trustees, officers, employees,
incorporators and capital stockholders, as such, shall have no liability for any
obligations of the Subsidiary Guarantors or the Company under the Debt
Securities, this Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  By
accepting a Debt Security, each Holder shall be deemed to have waived and
released all such liability.  The waiver and release shall be part of
the consideration for the issue of the Debt Securities.

       

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

       

      Section
13.12.   Effect of
Headings.  The article and section headings herein and in the
Table of Contents are for convenience only and shall not affect the construction
hereof.

       

      Section
13.13.   Indenture May Be Executed in
Counterparts.  This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

       

      Section
13.14.   Indenture and Debt
Securities Solely Corporate Obligations.  No recourse for the
payment of the principal of, or interest on, any Debt Security, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture or in any Debt Security or in any Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, partner, member, manager, employee, agent,
officer, trustee, director or subsidiary, as such, past, present or future, of
the Company or any of the Company’s Subsidiaries or of any successor thereto,
either directly or through the Company or any of the Company’s Subsidiaries or
any successor thereto, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debt Securities.

       

      
        
          
          

        

        
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      ARTICLE
XIV

      GUARANTEE

       

      Section
14.01.   Unconditional
Guarantee.

       

      (a)           Notwithstanding
any provision of this ARTICLE XIV to the contrary, the provisions of this
ARTICLE XIV shall be applicable only to, and inure solely to the benefit of, the
Debt Securities of any series designated, pursuant to Section 2.03, as entitled
to the benefits of the Guarantee of each of the Subsidiary
Guarantors.

       

      (b)           For
value received, each of the Subsidiary Guarantors hereby fully, unconditionally
and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee
the due and punctual payment of the principal of, and premium, if any, and
interest on the Debt Securities and all other amounts due and payable under this
Indenture and the Debt Securities by the Company, when and as such principal,
premium, if any, and interest shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Debt Securities and this Indenture,
subject to (i) the limitations set forth in Section 14.03 and (ii) in
the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in ARTICLE XII.

       

      (c)           Failing
payment when due of any amount guaranteed pursuant to the Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and severally
obligated to pay the same immediately, subject, in the case of the Guarantee of
the Subordinated Debt Securities, to the subordination provisions contained in
ARTICLE XII.  The Guarantee hereunder (other than the Guarantee of
Subordinated Debt Securities) is intended to be a general, unsecured, senior
obligation of each of the Subsidiary Guarantors and will rank pari passu in
right of payment with all Debt of each Subsidiary Guarantor that is not, by its
terms, expressly subordinated in right of payment to the
Guarantee.  Each of the Subsidiary Guarantors hereby agrees that its
obligations hereunder shall be full, unconditional and absolute, irrespective of
the validity, regularity or enforceability of the Debt Securities, the Guarantee
(including the Guarantee of any other Subsidiary Guarantor) or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Debt Securities with respect to any provisions hereof or thereof,
the recovery of any judgment against the Company or any other Subsidiary
Guarantor, or any action to enforce the same or any other circumstances which
might otherwise constitute a legal or equitable discharge or defense of any of
the Subsidiary Guarantors.  Each of the Subsidiary Guarantors hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on the Debt Securities, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
legal proceedings may be instituted by the Trustee on behalf of the Holders or,
subject to Section 6.04, by the Holders, on the terms and conditions set forth
in this Indenture, directly against such Subsidiary Guarantor to enforce the
Guarantee without first proceeding against the Company or any other Subsidiary
Guarantor.

       

      
        
          
          

        

        
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      (d)           The
obligations of each of the Subsidiary Guarantors under this ARTICLE XIV shall be
as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (A) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in, any
of the obligations and liabilities of the Company or any of the Subsidiary
Guarantors contained in the Debt Securities or this Indenture, (B) any
impairment, modification, release or limitation of the liability of the Company,
any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any
remedy for the enforcement thereof, resulting from the operation of any present
or future provision of any applicable Bankruptcy Law, as amended, or other
statute or from the decision of any court, (C) the assertion or exercise by
the Company, any of the Subsidiary Guarantors or the Trustee of any rights or
remedies under the Debt Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (D) the
assignment or the purported assignment of any property as security for the Debt
Securities, including all or any part of the rights of the Company or any of the
Subsidiary Guarantors under this Indenture, (E) the extension of the time
for payment by the Company or any of the Subsidiary Guarantors of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of the Debt Securities or this Indenture or of the time for
performance by the Company or any of the Subsidiary Guarantors of any other
obligations under or arising out of any such terms and provisions or the
extension or the renewal of any thereof, (F) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any of the Subsidiary Guarantors set forth in this Indenture,
(G) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all of the assets, marshaling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar proceeding affecting, the Company or any of the Subsidiary Guarantors or
any of their respective assets, or the disaffirmance of the Debt Securities, the
Guarantee or this Indenture in any such proceeding, (H) the release or
discharge of the Company or any of the Subsidiary Guarantors from the
performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (I) the
unenforceability of the Debt Securities, the Guarantee or this Indenture or
(J) any other circumstances (other than payment in full or discharge of all
amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a
legal or equitable discharge of a surety or guarantor.

       

      (e)           Each
of the Subsidiary Guarantors hereby (A) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or any of the Subsidiary Guarantors, and
all demands whatsoever, (B) acknowledges that any agreement, instrument or
document evidencing the Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to it and (C) covenants
that the Guarantee will not be discharged except by complete performance of the
Guarantee.  Each of the Subsidiary Guarantors further agrees that if
at any time all or any part of any payment theretofore applied by any Person to
the Guarantee is, or must be, rescinded or returned for any reason whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of
the Company or any of the Subsidiary Guarantors, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

       

      (f)           Each
of the Subsidiary Guarantors shall be subrogated to all rights of the Holders
and the Trustee against the Company in respect of any amounts paid by such
Subsidiary Guarantor pursuant to the provisions of this Indenture, provided,
however, that such Subsidiary Guarantor, shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation
until all of the Debt Securities and the Guarantee shall have been paid in full
or discharged.

       

      
        
          
          

        

        
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      Section
14.02.   Execution and Delivery of
Guarantee.  To further evidence the Guarantee set forth in
Section 14.01, each of the Subsidiary Guarantors hereby agrees that a notation
relating to such Guarantee, substantially in the form attached hereto as
Annex A, shall be endorsed on each Debt Security entitled to the benefits
of the Guarantee authenticated and delivered by the Trustee and executed by
either manual or facsimile signature of an officer of such Subsidiary Guarantor,
or in the case of a Subsidiary Guarantor that is a limited Company, an officer
of the Company of each Subsidiary Guarantor.  Each of the Subsidiary
Guarantors hereby agrees that the Guarantee set forth in Section 14.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Debt Security a notation relating to the Guarantee.  If any officer of
any Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a
limited Company, any officer of the Company of the Subsidiary Guarantor, whose
signature is on this Indenture or a Debt Security no longer holds that office at
the time the Trustee authenticates such Debt Security or at any time thereafter,
the Guarantee of such Debt Security shall be valid nevertheless.  The
delivery of any Debt Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Subsidiary Guarantors.

       

      The
Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

       

      Section
14.03.   Limitation on Subsidiary
Guarantors’ Liability.  Each Subsidiary Guarantor and by its
acceptance hereof each Holder of a Debt Security entitled to the benefits of the
Guarantee hereby confirm that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to the Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any Federal or state
law.  To effectuate the foregoing intention, each Holder of a Debt
Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under
the Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under the Guarantee, not result in the obligations of such
Subsidiary Guarantor under the Guarantee constituting a fraudulent conveyance or
fraudulent transfer under Federal or state law.

       

      Section
14.04.   Release of Subsidiary
Guarantors from Guarantee.

       

      (a)           Notwithstanding
any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set forth
in Section 11.02(b) and in this Section 14.04.  Provided that no
Default shall have occurred and shall be continuing under this Indenture, the
Guarantee incurred by a Subsidiary Guarantor pursuant to this ARTICLE XIV shall
be unconditionally released and discharged (i) automatically upon
(A) any sale, exchange or transfer, whether by way of merger or otherwise,
to any Person that is not an Affiliate of the Company, of all of the Company’s
direct or indirect equity interests in such Subsidiary Guarantor (provided such
sale, exchange or transfer is not prohibited by this Indenture) or (B) the
merger of such Subsidiary Guarantor into the Company or any other Subsidiary
Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in
each case to the extent not prohibited by this Indenture) or (ii) following
delivery of a written notice of such release or discharge by the Company to the
Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Company other than obligations arising under this
Indenture and any Debt Securities issued hereunder, except a discharge or
release by or as a result of payment under such guarantees.

       

      
        
          
          

        

        
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      (b)           The
Trustee shall deliver an appropriate instrument evidencing any release of a
Subsidiary Guarantor from the Guarantee upon receipt of a written request of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the
effect that the Subsidiary Guarantor is entitled to such release in accordance
with the provisions of this Indenture.  Any Subsidiary Guarantor not
so released shall remain liable for the full amount of principal of (and
premium, if any) and interest on the Debt Securities entitled to the benefits of
the Guarantee as provided in this Indenture, subject to the limitations of
Section 14.03.

       

      Section
14.05.   Subsidiary Guarantor
Contribution.  In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors hereby
agree, inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding
Guarantor shall he entitled to a contribution from each other Subsidiary
Guarantor (if any) in a pro rata amount based on the net assets of each
Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by that Funding Guarantor in discharging the Company’s
obligations with respect to the Debt Securities or any other Subsidiary
Guarantor’s obligations with respect to the Guarantee.

       

      [Remainder of This Page Intentionally
Left Blank.]

       

      
        
          
          

        

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

       

      
         

        
          	 	
                  GLIMCHER
      REALTY TRUST

                
	 	 
      
	 	
                  By:___________________________________

                
	 	
                  Name:_________________________________

                
	 	
                  Title:__________________________________

                
	 	 
      
	 	
                  [NAME
      OF SUBSIDIARY GUARANTOR(S)]

                
	 	 
      
	 	
                  By:___________________________________

                
	 	
                  Name:_________________________________

                
	 	
                  Title:__________________________________

                
	 	 
      
	 	
                  [____________________],
      as Trustee

                
	 	 
      
	 	
                  By:___________________________________

                
	 	
                  Name:_________________________________

                
	 	
                  Title:__________________________________

                


        

         

         

        
          
            
            

          

          
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        ANNEX
A

         

        NOTATION
OF GUARANTEE

         

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

           

          The
obligations of the Subsidiary Guarantors to the Holders of Debt Securities and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in ARTICLE XIV of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee.

        

         

        
          	 	
                  [NAME
      OF SUBSIDIARY GUARANTOR(S)]

                
	 	 
      
	 	
                  By:____________________________________

                
	 	
                  Name:__________________________________

                
	 	
                  Title:___________________________________

                
	 	 
      


        

        


      

       

       

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