Unassociated Document


    Exhibit
4.1

     

    ENERGY
XXI GULF COAST, INC.

     

    as
Issuer,

     

    ENERGY
XXI (BERMUDA) LIMITED

     

    as
Guarantor,

     

    ANY
SUBSIDIARY GUARANTORS PARTIES HERETO,

     

    as
Subsidiary Guarantors,

     

    and

     

    [TRUSTEE’S
NAME],

     

    as
Trustee

     

    INDENTURE

     

    Dated
as of _____________, 20__

     

    Debt
Securities

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
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)

            	 
      	
              13.03

            
	
                     (d)

            	 
      	
              5.03

            
	
              314
      (a)

            	 
      	
              4.05

            
	
                     (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)

            	 
      	
              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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    Page

     

    ARTICLE
I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    
      	
              Section
      1.01

            	
              Definitions 

            	
              1

            


    

    
      	
              Section
      1.02

            	
              Other
      Definitions 

            	
              6

            


    

    
      	
              Section
      1.03

            	
              Incorporation
      by Reference of Trust Indenture Act 

            	
              7

            


    

    
      	
              Section
      1.04

            	
              Rules
      of Construction 

            	
              7

            


    

     

    ARTICLE
II

    DEBT
SECURITIES

     

    
      	
              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 

            	
              12

            


    

    
      	
              Section
      2.08

            	
              Temporary
      Debt Securities 

            	
              14

            


    

    
      	
              Section
      2.09

            	
              Mutilated,
      Destroyed, Lost or Stolen Debt Securities 

            	
              14

            


    

    
      	
              Section
      2.10

            	
              Cancellation
      of Surrendered Debt Securities 

            	
              15

            
	
              Section
      2.11

            	
              Provisions
      of the Indenture and Debt Securities for the

            	
               15

            


    

    
    

    
    

    
      	
              Section
      2.12

            	
              Payment
      of Interest; Interest Rights Preserved 

            	
              15

            


    

    
      	
              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

     

    
      	
              Section
      3.01

            	
              Applicability
      of Article 

            	
              20

            


    

    
      	
              Section
      3.02

            	
              Notice
      of Redemption; Selection of Debt Securities 

            	
              20

            


    

    
      	
              Section
      3.03

            	
              Payment
      of Debt Securities Called for Redemption 

            	
              22

            


    

    
      	
              Section
      3.04

            	
              Mandatory
      and Optional Sinking Funds 

            	
              22

            


    

    
      	
              Section
      3.05

            	
              Redemption
      of Debt Securities for Sinking Fund 

            	
              23

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV

    PARTICULAR
COVENANTS OF THE COMPANY

     

    
    

    
    

    
    

    
    

    
    

    
      	
              Section
      4.01

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

            	
              24

            
	
              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	
              25

            
	
              Section
      4.04

            	
              Duties
      of Paying Agents, etc 

            	
              25

            


    

    
      	
              Section
      4.05

            	
              SEC
      Reports; Financial Statements 

            	
              26

            


    

    
      	
              Section
      4.06

            	
              Compliance
      Certificate 

            	
              27

            


    

    
      	
              Section
      4.07

            	
              Further
      Instruments and Acts 

            	
              27

            


    

    
      	
              Section
      4.08

            	
              Existence 

            	
              27

            


    

    
      	
              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

     

    
    

    
    

    
      	
              Section
      5.01

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

            	
              28

            
	
              Section
      5.02

            	
              Communications
      to Holders 

            	
              29

            


    

    
      	
              Section
      5.03

            	
              Reports
      by Trustee 

            	
              29

            


    

    
      	
              Section
      5.04

            	
              Record
      Dates for Action by Holders 

            	
              29

            


    

     

    ARTICLE
VI

    REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

     

    
      	
              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 

            	
              33

            


    

    
      	
              Section
      6.04

            	
              Limitation
      on Suits by Holders 

            	
              34

            
	
              Section
      6.05

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

            	
              34

            
	
              Section
      6.06

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

            	
              35

            
	
              Section
      6.07

            	
              Trustee
      to Give Notice of Defaults Known to It, but May Withhold Such Notice in
      Certain Circumstances

            	
              35

            
	
              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

     

    
      	
              Section
      7.01

            	
              Certain
      Duties and Responsibilities 

            	
              36

            


    

    
      	
              Section
      7.02

            	
              Certain
      Rights of Trustee 

            	
              37

            


    

    
      	
              Section
      7.03

            	
              Trustee
      Not Liable for Recitals in Indenture or in Debt
      Securities 

            	
              38

            


    

    
      	
              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 

            	
              39

            
	
              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 

            	
              41

            


    

    
      	
              Section
      7.10

            	
              Eligibility;
      Disqualification 

            	
              41

            


    

    
      	
              Section
      7.11

            	
              Preferential
      Collection of Claims Against Company 

            	
              42

            


    

    
      	
              Section
      7.12

            	
              Compliance
      with Tax Laws 

            	
              42

            


    

     

    ARTICLE
VIII

    CONCERNING
THE HOLDERS

     

    
      	
              Section
      8.01

            	
              Evidence
      of Action by Holders 

            	
              42

            


    

    
      	
              Section
      8.02

            	
              Proof
      of Execution of Instruments and of Holding of Debt
      Securities 

            	
              42

            


    

    
      	
              Section
      8.03

            	
              Who
      May Be Deemed Owner of Debt Securities 

            	
              42

            
	
              Section
      8.04

            	Instruments
      Executed by Holders Bind Future Holders	
              43

            


    

    
    

     

    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

     

    
    

    
    

    
      	
              Section
      9.01

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

            	
              43

            
	
              Section
      9.02

            	
              Modification
      of Indenture with Consent of Holders of Debt
    Securities 

            	
              45

            


    

    
      	
              Section
      9.03

            	
              Effect
      of Supplemental Indentures 

            	
              46

            
	
              Section
      9.04

            	
              Debt
      Securities May Bear Notation of Changes by Supplemental
      Indentures

            	
              46

            


    

    
    

    
    

     

    ARTICLE
X

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

     

    
      	
              Section
      10.01

            	
              Consolidations
      and Mergers of the Company

            	
              47

            


    

    
      	
              Section
      10.02

            	
              Rights
      and Duties of Successor Company

            	
              47

            


    

     

    ARTICLE
XI

    SATISFACTION
AND DISCHARGE OF INDENTURE;

    DEFEASANCE;
UNCLAIMED MONEYS

     

    
      	
              Section
      11.01

            	
              Applicability
      of Article

            	
              48

            


    

    
      	
              Section
      11.02

            	
              Satisfaction
      and Discharge of Indenture; Defeasance

            	
              48

            


    

    
      	
              Section
      11.03

            	
              Conditions
      of Defeasance

            	
              49

            


    

    
      	
              Section
      11.04

            	
              Application
      of Trust Money

            	
              50

            


    

    
      	
              Section
      11.05

            	
              Repayment
      to Company

            	
              50

            


    

    
      	
              Section
      11.06

            	
              Indemnity
      for U

            	
              50

            


    

    
      	
              Section
      11.07

            	
              Reinstatement

            	
              50

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XII

    [RESERVED]

     

     

    ARTICLE
XIII

    MISCELLANEOUS
PROVISIONS

     

    
    

    
    

    
      	
              Section 13.01

            	Successors
      and Assigns of Company Bound by Indenture	
              51

            
	
              Section 13.02

            	Acts
      of Board, Committee or Officer of Successor Company Valid	
              51

            
	
              Section
      13.03

            	
              Required
      Notices or Demands

            	
              51

            
	Section
      13.04	Indenture
      and Debt Securities to Be Construed in Accordance with the Laws of the
      State of New York	
              52

            
	Section
      13.05	Officers’
      Certificate and Opinion of Counsel to Be Furnished upon Application or
      Demand by the Company	
              53

            
	Section
      13.06	Payments
      Due on Legal Holidays	
              53

            


    

    
    

    
    

    
    

    
    

    
      	
              Section
      13.07

            	
              Provisions
      Required by TIA to Control

            	
              53

            


    

    
      	
              Section
      13.08

            	
              Computation
      of Interest on Debt Securities

            	
              53

            


    

    
      	
              Section
      13.09

            	
              Rules
      by Trustee, Paying Agent and Registrar

            	
              53

            


    

    
      	
              Section
      13.10

            	
              No
      Recourse Against Others

            	
              53

            


    

    
      	
              Section
      13.11

            	
              Severability

            	
              54

            


    

    
      	
              Section
      13.12

            	
              Effect
      of Headings

            	
              54

            


    

    
      	
              Section
      13.13

            	
              Indenture
      May Be Executed in Counterparts

            	
              54

            


    

     

    ARTICLE
XIV

    GUARANTEE

     

    
      	
              Section
      14.01

            	
              Unconditional
      Guarantee

            	
              54

            


    

    
      	
              Section
      14.02

            	
              Execution
      and Delivery of Guarantee

            	
              56

            
	Section
      14.03	Limitation
      on Liability of the Guarantor and the Subsidiary Guarantors	
              56

            
	Section
      14.04	Release
      of Guarantor or Subsidiary Guarantors from Guarantee	
              57

            


    

    
    

    
    

    
      	
              Section
      14.05

            	
              Contribution

            	
              58

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Notation
of
Guarantee                 Annex
A

     

    THIS
INDENTURE dated as of   is among
Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”),
Energy XXI (Bermuda) Limited, a Bermuda exempted company (the “Guarantor”),
any Subsidiary Guarantors (as defined herein) and [Trustee’s Name], a
[____________] (the “Trustee”).

     

    RECITALS
OF THE COMPANY, THE GUARANTOR AND THE SUBSIDIARY

     

    GUARANTORS

     

    The
Company, the Guarantor and the 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”), and the Guarantee by the Guarantor and
each of the Subsidiary Guarantors of the Debt Securities, as in this Indenture
provided.

     

    The
Company, the Guarantor and the Subsidiary Guarantors are members of the same
consolidated group of companies.  The Guarantor and the Subsidiary
Guarantors will derive direct and indirect economic benefit from the issuance of
the Debt Securities.  Accordingly, the Guarantor and each Subsidiary
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for its full, unconditional and joint and several guarantee of the Debt
Securities to the extent provided in or pursuant to this Indenture.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH

     

    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 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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

    “Board of
Directors” means the Board of Directors of the Company or any authorized
committee of the Board of Directors of the Company or any directors and/or
officers of the Company to whom such Board of Directors or such committee shall
have duly delegated its authority to act hereunder.

     

    “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 partnership
and joint venture interests) of such Person (excluding any debt securities that
are convertible into, or exchangeable for, such equity).

     

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

     

    “Company
Request” and “Company Order” means, respectively, a written request or order
signed in the name of the Company by the Chairman of the Board, the President or
a Vice President of the Company, and by the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.

     

    “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 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.

     

    “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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “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 set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of 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 Directors 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
partnership 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.

     

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

     

    “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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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 Chief Executive Officer, the President, any
Vice President, the Treasurer, any Assistant Treasurer, Controller, Secretary,
Assistant Secretary or any Assistant Vice President of such Person.

     

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

     

    “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 2.09 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 an officer of
the Trustee 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, 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.

     

    “SEC”
means the Securities and Exchange Commission.

     

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

     

    “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”
of any Person means:

     

    
      	
               
      

            	
              (1)

            	
              any
      corporation, association or other business entity 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 directors,
      managers, trustees 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; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the case of a partnership, more than 50% of the partners’ equity
      interests, considering all partners’ equity interests as a single class,
      is at such 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.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Subsidiary
Guarantors” means each Subsidiary of the Guarantor, if any, that have provided a
Guarantee of Debt Securities under this Indenture until a successor Person or
Persons shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Subsidiary Guarantors” shall mean such successor
Person or Persons, and any other Subsidiary of the Guarantor who may execute
this Indenture, or a supplement thereto, for the purpose of providing a
Guarantee of Debt Securities pursuant to this Indenture.

     

    “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 the Person named as the “Trustee” in the first paragraph of this
instrument 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 within the
corporate trust office of the Trustee with direct responsibility for the
administration of this Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of such
officer’s knowledge and familiarity with the particular subject.

     

    “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.

     

    “U.S.
Government Obligations” means 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”                                                                                                      

            	
              2.07

            
	
              “Defaulted
      Interest”                                                                                                      

            	
              2.17

            
	
              “Event
      of
      Default”                                                                                                      

            	
              6.01

            
	
              “Funding
      Guarantor”                                                                                                      

            	
              14.05

            
	
              “Guarantee”                                                                                                      

            	
              14.01

            
	
              “Place
      of
      Payment”                                                                                                      

            	
              2.03

            
	
              “Registrar”                                                                                                      

            	
              2.07

            
	
              “Successor
      Company”                                                                                                      

            	
              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; and

     

    (f)           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 Directors 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        	
                [TRUSTEE’S
      NAME],

              	 	 	 	 
	
                As
      Trustee

              	 	 	 	 
	 	 	 	 	 	 
	By:  	  	 	 	
              	 
	 	
                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 Directors 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:

     

    (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
and premium, if any, of 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”);

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    All Debt
Securities of any one series appertaining thereto 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 Directors 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 Chief Executive Officer, the President
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 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
such Debt Security or of the execution of this Indenture any such Person was not
such officer.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 Debt Securities of any series executed by the Company to the Trustee for
authentication, 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 Directors, certified by the Secretary or Assistant Secretary of
the Company, authorizing the terms of issuance of any series of Debt
Securities;

     

    (b)           an original executed supplemental
Indenture, if any;

     

    (c)           an Officers’ Certificate;
and

     

    (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 Directors 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 Directors
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;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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 vice presidents (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.

     

    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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Unless
and until otherwise determined by the Company by resolution of the Board of
Directors, the register of the Company for the purpose of registration, exchange
or registration of transfer of the Debt Securities shall be kept at the
principal corporate trust office of the Trustee, which on the date of this
Indenture is located at [________________], Attention: [_______], 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.

     

    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 Guarantor, 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 Guarantor, the Subsidiary Guarantors, the Trustee, any paying
agent or any Registrar shall be affected by notice to the contrary.

     

    None of
the Company, the Guarantor, 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.

     

    
      
        
        

      

      
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    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 be 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.

     

    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 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 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.

     

    
      
        
        

      

      
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    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.  If 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.

     

    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.

     

    
      
        
        

      

      
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    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 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.

     

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

     

    (a)           If the Company shall establish pursuant
to Sections 2.01 and 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:

     

    
      
        
        

      

      
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    “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.

     

    (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, 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
in exchange for such Global Security or Securities.

     

    (ii)           The Company may at any time and in its
sole discretion determine 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.  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, 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.

     

    
      
        
        

      

      
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    (iii)           If specified by the Company pursuant to
Sections 2.01 and 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 in
accordance with its applicable procedures.  The Trustee or the
Registrar shall deliver such Debt Securities to the Persons in whose names such
Debt Securities are so registered.

     

    (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 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, the Trustee, any Registrar, the
paying agent or any agent of the Company 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, 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 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).

     

    
      
        
        

      

      
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    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
Directors, supplemental Indenture, Opinion of Counsel or written order or any
other document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 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 be in writing and 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 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.

     

    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 written order of Persons designated in
such written order and that such Persons are authorized to determine, consistent
with the Officers’ Certificate, supplemental Indenture or resolution of the
Board of Directors 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.

     

    
      
        
        

      

      
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    (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.

     

    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 Directors 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.

     

    
      
        
        

      

      
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    Each such
notice of redemption shall specify the date fixed for redemption, the redemption
price at which Debt Securities of such series are to be redeemed (or the method
of calculating such redemption price), the Place or Places of Payment that
payment will be made upon presentation and surrender of such Debt Securities,
that any interest accrued to the date fixed for redemption will be paid as
specified in said notice, that the redemption is for a sinking fund payment (if
applicable), that, unless otherwise specified in such notice, that, if the
Company defaults in making such redemption payment, the paying agent is
prohibited from making such payment pursuant to the terms of this Indenture,
that on and after said date any interest thereon or on the portions thereof to
be redeemed will cease to accrue, that in the case of Original Issue Discount
Securities original issue discount accrued after the date fixed for redemption
will cease to accrue, the terms of the Debt Securities of that series pursuant
to which the Debt Securities of that series are being redeemed and 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 the
Debt Securities of that series to be redeemed.  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.

     

    At least
five Business Days before the giving of any notice of redemption, 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.

     

    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, 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; provided, however, that if at such time such Debt Securities are
represented by a Global Security, the Trustee shall have no responsibility for
determining the principal amount of such Debt Securities that are to be
redeemed, it being understood that such determination shall be made by the
Depositary in accordance with its applicable procedures.  In any case
where more than one Debt Security of such series is registered in the same name,
the Trustee will 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.

     

    
      
        
        

      

      
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    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, 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.

     

    Any Debt
Security that is to be redeemed only in part shall be surrendered at the
corporate trust office or such other office or agency of the Company as is
specified pursuant to Section 2.03 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 Directors 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 Directors or a supplemental Indenture is herein
referred to as an “optional sinking fund payment.”

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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 the
Debt Securities 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,
premium and interest of 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.

     

    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.

     

    
      
        
        

      

      
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    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.  Initially, such office or agency shall be the office of the
Trustee at [_______________________], Attention: [________], except that the
office or agency where such notices and demands to or upon the Company may be
served shall be the office of the Trustee indicated in Section 13.03
hereof.  The Company will give prompt written notice to the Trustee of
any change in the location of any 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.

     

    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.  b)  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.

     

    
      
        
        

      

      
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    (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.

     

    (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, deliver to the Trustee, within 15 days after it
files the same with the SEC, 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 deliver to the Trustee, within 15 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)           If the Company is required to furnish
annual or quarterly reports to its capital stockholders pursuant to the Exchange
Act, the Company shall, so long as any of the Debt Securities are outstanding,
cause any annual report furnished to its capital stockholders generally and any
quarterly or other financial reports furnished by it to its capital stockholders
generally to be deliver to the Trustee and mailed to the Holders in the manner
and to the extent provided in Section 5.03.

     

    
      
        
        

      

      
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    (c)           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.

     

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

     

    Section
4.06                                Compliance
Certificate.

     

    (a)           The Company 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 stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers of the Company with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof,
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 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 is taking or proposes to take with respect thereto.

     

    (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
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company.

     

    
      
        
        

      

      
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    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.

     

    Section
4.11                                Waiver of
Certain Covenants.  The Company, the Guarantor
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 Sections 4.01 through 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, the Guarantor, 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, 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;

     

    
      
        
        

      

      
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    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.

     

    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.

     

    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;
and

     

    (b)           except in the cases of reports under
Section 313(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.

     

    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 Directors, 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.

     

    
      
        
        

      

      
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    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, and continuance of such default for a period
of 30 days; or

     

    (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; 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
the Guarantor, or if any series of Debt Securities Outstanding under this
Indenture is entitled to the benefits of a Guarantee by the Subsidiary
Guarantors, any of the Subsidiary Guarantors, duly to observe or perform any
other of the covenants or agreements on the part of the Company, the Guarantor,
or if applicable, any of the Subsidiary Guarantors, in the Debt Securities of
that series, in any resolution of the Board of Directors 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 60 days after the
date on which written notice specifying such failure and requiring the Company,
the Guarantor, or if applicable, the Subsidiary Guarantors, to remedy the same
shall have been given, by registered or certified mail, to the Company, the
Guarantor, or if applicable, the Subsidiary Guarantors, by the Trustee or to the
Company, the Guarantor, 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 the Guarantor, or if any
series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of a Guarantee by the Subsidiary Guarantors, 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,

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g)           the Guarantee of the Guarantor or, if
any series of Debt Securities Outstanding under this Indenture is entitled to
the benefits of a Guarantee by the Subsidiary Guarantors, any of the Subsidiary
Guarantees 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 the Guarantor or any of the Subsidiary
Guarantors (if applicable) 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 and is
continuing, unless the principal of, premium, if any, and 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, then and in each and every such case, unless the
principal of and interest on all the Debt Securities shall have become due and
payable, the principal of (or, if any Debt Securities 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.

     

    
      
        
        

      

      
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    The
Holders of a majority in aggregate principal amount of the Debt Securities of a
particular series by written notice to the Trustee may waive all past Defaults
(except with respect to the nonpayment of principal, premium, if any, or
interest) and 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 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.

     

    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 the Subsidiary Guarantors, the Guarantor 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 the Subsidiary Guarantors, the
Guarantor 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 the Subsidiary Guarantors, the Guarantor 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 the Subsidiary Guarantors, the
Guarantor 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 Section
6.02, 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 the Subsidiary Guarantors, the Guarantor 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.

     

    
      
        
        

      

      
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    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.

     

    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, 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
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

     

    
      
        
        

      

      
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    FOURTH:
The remainder, if any, shall be paid to the Subsidiary Guarantors, the Guarantor
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.

     

    Section
6.04                                Limitation
on Suits by Holders.  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.

     

    
      
        
        

      

      
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    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.

     

    Section
6.06                                Rights of
Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and
to Waive Default.  The Holders of 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 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 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.  Prior to the acceleration of the maturity of the Debt
Securities of any series, as provided in Section 6.01, the Holders of a majority
in aggregate principal amount of the Debt Securities of that 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 in the payment of the principal of, and premium, if
any, or interest on, any of the Debt Securities and a 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 Guarantor, 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 impair any right consequent thereon.

     

    Section
6.07                                Trustee to
Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall, within
90 days after the occurrence of a Default known to it, or if later, within 30
days after the Trustee obtains actual knowledge of the 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 Defaults with respect to such series known to
the Trustee, unless such Defaults shall have been cured or waived before the
giving of such notice; provided, that, except in the case 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 determine that the withholding of such notice is in the interests of
the Holders thereof.

     

    
      
        
        

      

      
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    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 25 percent 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.

     

    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, of which a Trust Officer shall have actual knowledge, 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 person 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;

     

    (b)           prior to the occurrence of an Event of
Default, of which a Trust Officer shall have actual knowledge, 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;

     

    
      
        
        

      

      
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    (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; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture; but
the Trustee shall examine the evidence furnished to it pursuant to Sections 4.05
and 4.06 to determine whether or not such evidence conforms to the requirement
of this Indenture;

     

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

     

    (iv)           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 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 Directors 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;

     

    
      
        
        

      

      
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    (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)           prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred,
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;

     

    (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; and

     

    (i)           the Trustee shall not be liable for
special, indirect or consequential damages.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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), 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 bad 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 (f) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency, reorganization or other similar law.

     

    
      
        
        

      

      
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    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.

     

    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
7.10;

     

    (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 30 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, at the expense of the Company, for the Debt Securities of such
series.

     

    
      
        
        

      

      
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    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.

     

    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 by merger, conversion or consolidation
to the Trustee 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 upon 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.

     

    
      
        
        

      

      
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    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.

     

    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 by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, 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
or by a combination of such instrument or instruments and any such record of
such a meeting of Holders.

     

    Section
8.02                                Proof of
Execution of Instruments and of Holding of Debt Securities.  Subject to the provisions
of Sections 7.01, 7.02 and 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 Guarantor,
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 Guarantor or the Subsidiary Guarantors nor 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.

     

    
      
        
        

      

      
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    None of
the Company, the Guarantor, 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 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 Bind 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 Guarantor, the Subsidiary
Guarantors, the Trustee and the Holders of all the Debt Securities of such
series.

     

    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, the Guarantor, and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, 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;

     

    
      
        
        

      

      
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    (b)           to surrender any right or power herein
conferred upon the Company, the Guarantor or the Subsidiary Guarantors, to add
to the covenants of the Company, the Guarantor 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 Directors 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 may be 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;

     

    (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
shall not adversely affect the interests of any Holders of Debt Securities of
any series;

     

    (d)           to modify or amend this Indenture in
such a manner as 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 add to or change any of the
provisions of this Indenture 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 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 comply with Article
XIV;

     

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

     

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

     

    
      
        
        

      

      
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    (i)           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;

     

    (j)           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

     

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

     

    The
Trustee is hereby authorized to join with the Company, the Guarantor 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 Guarantor, 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.

     

    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, the
Guarantor and the Subsidiary Guarantors, when authorized by resolutions of the
Board of Directors, 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 the 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; release any security that
may have been granted in respect of the Debt Securities; make any change in
Section 6.06 or this Section 9.02; or, except as provided in Section 14.04,
release the Guarantor or any Subsidiary Guarantors 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, the Guarantor, and the Subsidiary Guarantors,
accompanied by a copy of resolutions of the Board of Directors 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.

     

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

     

    Section
9.03                                Effect of
Supplemental Indentures.  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 Guarantor,
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.

     

    The
Trustee, subject to the provisions of Sections 7.01 and 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.  Debt 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 Directors, 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.

     

    
      
        
        

      

      
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    ARTICLE X

    CONSOLIDATION, MERGER, SALE OR
CONVEYANCE

     

    Section
10.01                                Consolidations
and Mergers of the Company.  The Company shall not
consolidate or amalgamate with or merge with or into any Person, or sell,
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, except (1) in accordance with the provisions of its limited
liability company agreement, and (2) unless: (a) either (i) the Company shall be
the continuing 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 a Company, limited liability company or corporation 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 (and treating any Debt which becomes an obligation of the
Successor Company or any Subsidiary of the Successor Company as a result of such
transaction as having been incurred by the Successor Company or such Subsidiary
at the time of such transaction), no Default or Event of Default would occur or
be continuing; (c) if the Company is not the continuing Person, then the
Guarantor and any Subsidiary Guarantor, unless it has become the Successor
Company, shall confirm that its respective 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, amalgamation, merger
or disposition and such supplemental Indenture (if any) comply with this
Indenture.

     

    Section
10.02                                Rights and
Duties of Successor Company.  In case of any
consolidation, amalgamation 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 its 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 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 the officers of the Company
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.

     

    
      
        
        

      

      
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    In case
of any such consolidation, amalgamation, 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 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 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 Stated
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.

     

    (b)           Subject to Sections 11.02(c), 11.03 and
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 (x) any covenant made applicable
to such Debt Securities pursuant to Section 2.03, (y) Sections 6.01(d), (g) and
(h) and (z), as they relate to the Guarantor and the Subsidiary Guarantors only,
Sections 6.01(e) and (f) (“covenant defeasance option”).  If the
Company exercises its legal defeasance option or its covenant defeasance option,
each Subsidiary 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.

     

    
      
        
        

      

      
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    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 Sections 6.01(d), (g) and (h) and,
with respect to the Guarantor and the Subsidiary Guarantors only, Sections
6.01(e) and (f) (except to the extent covenants or agreements referenced in such
Sections remain applicable).

     

    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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06,
11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased
series have been paid in full.  Thereafter, the Company’s obligations
in Sections 7.06, 11.05 and 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 Stated 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 and interest when
due on all the Debt Securities of such series to Stated Maturity or redemption,
as the case may be;

     

    (c)           91 days pass after the deposit is made
and during the 91-day period no Default specified in Section 6.01(e) or (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;

     

    (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;

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (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 of 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.

     

    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.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    ARTICLE XII

    [RESERVED]

     

    This
Article XII has been intentionally omitted.

     

    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 Guarantor, the Subsidiary Guarantors or the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.

     

    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, Guarantor
or Subsidiary Guarantor shall and may be done and performed with like force and
effect by the like board, committee or officer of any Successor Company,
Guarantor or Subsidiary Guarantor.

     

    Section
13.03                                Required
Notices or Demands.  Any notice or communication
by the Company, the Guarantor, the Subsidiary Guarantors or the Trustee to the
others is duly given if in writing (in the English language) 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, the Guarantor or the Subsidiary
Guarantors:

                	 	 	 
	 	 	 	 	 	 
	 	
                  Energy
      XXI Gulf Coast, Inc.

                	 	 	 	 
	 	
                  Energy
      XXI (Bermuda) Limited

                	 	 	 	 
	 	  
      	 	 	 	 
	 	
                  1021
      Main

                	 	 	 	 
	 	
                  Suite
      2626

                	 	 	 	 
	 	
                  Houston,
      TX 77002

                	 	 	 	 
	 	 	 	 	 	 
	 	
                  Attention:
      Vice President of Law

                	 	 	 	 
	 	
                  Telecopy
      No. (713) 351-3000

                	 	 	 	 
	 	 	 	 	 	 
	 	
                  If
      to the Trustee:

                	 	 	 	 
	 	 	 	 	 	 
	 	
                  [Trustee’s
      Name]

                	 	 	 	 
	
                	   	 	 	
                	 


        

        
          	                	
                  Attention: 

                	 	 	 	
                   

                	 


        

        
          	                
      	
                  Telecopy No. 

                	 	 	 	
                	 


        

      

       

    

    
      
        
        

      

      
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    The
Company, the Guarantor, the Subsidiary Guarantors 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, the Guarantor, the
Subsidiary Guarantors 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 Debt 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.

     

    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 GUARANTEES 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.

     

    
      
        
        

      

      
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    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.

     

    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 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.

     

    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
directors, officers, employees, incorporators and stockholders, as such, shall
have no liability for any obligations of the Subsidiary Guarantors, the
Guarantor 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 waive and release all such liability.  The waiver and
release shall be part of the consideration for the issue of the Debt
Securities.

     

    
      
        
        

      

      
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    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.

     

    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 relating to the
Subsidiary Guarantors 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, the Guarantor and
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 the limitations set
forth in Section 14.03.

     

    (c)           Failing payment when due of any amount
guaranteed pursuant to the Guarantee, for whatever reason, the Guarantor and
each of the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately.  The Guarantee hereunder is intended to be a
general, unsecured, senior obligation of the Guarantor and each of the
Subsidiary Guarantors and will rank pari passu in right of payment with all Debt
of the Guarantor and such Subsidiary Guarantor that is not, by its terms,
expressly subordinated in right of payment to the Guarantee.  The
Guarantor and 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 the Guarantor and any 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, the Guarantor or any
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 the Guarantor or the Subsidiary Guarantors.  The Guarantor
and 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 the Guarantor and such Subsidiary Guarantor to enforce the
Guarantee without first proceeding against the Company or any other Subsidiary
Guarantor.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (d)           The obligations of the Guarantor and
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, the Guarantor 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, the
Guarantor, 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, the Guarantor, 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, the Guarantor or any of the Subsidiary Guarantors under
this Indenture, (E) the extension of the time for payment by the Company, the
Guarantor 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,
the Guarantor 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, the Guarantor 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, the Guarantor 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, the Guarantor 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)           The Guarantor and 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, the Guarantor 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.  The Guarantor and 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, the Guarantor 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.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (f)           The Guarantor and 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 the Guarantor or such
Subsidiary Guarantor pursuant to the provisions of this Indenture, provided,
however, that the Guarantor or 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.

     

    Section
14.02                                Execution
and Delivery of Guarantee.  To further evidence the
Guarantee set forth in Section 14.01, the Guarantor and 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 the Guarantor and officer of such Subsidiary
Guarantor.  The Guarantor and 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 any officer of the 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 Guarantor and 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 Liability of the Guarantor and the Subsidiary Guarantors.  The 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 the Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any Federal or state law.  To
effectuate the foregoing intention, the Holders of a Debt Security entitled to
the benefits of the Guarantee and the Guarantor and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of the Guarantor under its
Guarantee shall be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of the Guarantor and to any
collections from or payments made by or on behalf of any Subsidiary Guarantor in
respect of the obligations of such Subsidiary Guarantor under its Guarantee,
result in the obligations of the Guarantor under the Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under Federal or state
law.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    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 its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of any Federal or state law.  To effectuate the foregoing
intention, the Holders of a Debt Security entitled to the benefits of the
Guarantee and the Guarantor and the Subsidiary Guarantors hereby irrevocably
agree that the obligations of each Subsidiary Guarantor under its 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 the Guarantor or any other
Subsidiary Guarantor in respect of the obligations of the Guarantor or such
other Subsidiary Guarantor under its Guarantee, result in the obligations of
such Subsidiary Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under Federal or state law.

     

    Section
14.04                                Release of
Guarantor or Subsidiary Guarantors from Guarantee.

     

    (a)           Notwithstanding any other provisions of
this Indenture, the Guarantee of the Guarantor or any Subsidiary Guarantor may
be released upon the terms and subject to the conditions set forth in this
Section 14.04.  Provided that no Default shall have occurred and shall
be continuing under this Indenture, any Guarantee incurred by the Guarantor or a
Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally
released and discharged (i) in the case of a Subsidiary Guarantor, 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), (B) the merger
of such Subsidiary Guarantor into the Company, the Guarantor 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 (C)
the Company’s exercise of its legal defeasance option or its covenant defeasance
option in accordance with Article XI hereof or (ii) in the case of the
Guarantor, automatically upon the merger of the Guarantor into the Company or
any Subsidiary Guarantor or the liquidation or dissolution of the Guarantor (in
each case to the extent not prohibited by this Indenture) or (iii) in the case
of the Guarantor or a Subsidiary Guarantor, following delivery of a written
notice of such release or discharge by the Company, the Trustee, upon the
release or discharge of all guarantees by the Guarantor or 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.

     

    (b)           The Trustee shall deliver an appropriate
instrument evidencing any release of the Guarantor or 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 that the Guarantor or the
Subsidiary Guarantor, as the case may be, is entitled to such release in
accordance with the provisions of this Indenture.  The Guarantor or
any Subsidiary Guarantor not so released remains liable for the full amount of
principal of (and premium, if any, on) and interest on the Debt Securities
entitled to the benefits of such Guarantee as provided in this Indenture,
subject to the limitations of Section 14.03.

     

    
      
        
        

      

      
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    Section
14.05                                Contribution.  In order to provide for
just and equitable contribution among the Subsidiary Guarantors and the
Guarantor, the Subsidiary Guarantors and the Guarantor hereby agree, inter se,
that in the event any payment or distribution is made by the Guarantor or any
Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding
Guarantor shall be entitled to a contribution from the Guarantor and each other
Subsidiary Guarantor (as applicable) in a pro rata amount based on the net
assets of the Guarantor and 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 or the Guarantor’s obligations
with respect to its Guarantee.

     

    [Remainder of This Page Intentionally
Left Blank.]

     

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

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

     

    

       

      
        
          	
                  ENERGY
      XXI GULF COAST, INC.

                	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
                	 
	Name:  	
                	 	 	
                   

                	 
	Title:	
                	 	 	
                	 


        

      

       

    

    
       

      
        
          	
                  ENERGY
      XXI (BERMUDA) LIMITED

                	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
                	 
	Name:  	
                	 	 	
                   

                	 
	Title:	
                	 	 	
                	 


        

      

       

    

     

    
      
        
          	
                  
                    SUBSIDIARY
      GUARANTORS

                  

                	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
                	 
	Name:  	
                	 	 	
                   

                	 
	Title:	
                	 	 	
                	 


        

      

       

      
         

        
          
            	
                    
                      [TRUSTEE’S
      NAME]

                    

                  	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
                  	 
	Name:  	
                  	 	 	
                     

                  	 
	Title:	
                  	 	 	
                  	 


          

        

      

    

     

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    ANNEX
A

     

    NOTATION
OF GUARANTEE

     

    The
Guarantor and 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 Guarantor and 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.

     

    
      
        	ENERGY
      XXI (BERMUDA) LIMITED	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
              	 
	Name:  	
              	 	 	
                 

              	 
	Title:	
              	 	 	
              	 


      

    

    


    
       

      
        
          	[SUBSIDIARY
      GUARANTORS]	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	   	 	 	
                	 
	Name:  	
                	 	 	
                   

                	 
	Title:	
                	 	 	
                	 


        

      

    

    


    
      
        
        

      

      
        59