Exhibit
4.10

     

    CENTER
BANCORP, INC.

     

    and

     

    _______________________________,
as Trustee

     

    INDENTURE

     

    Dated
as of ___________, 20__

     

    Providing
for the Issuance of Debt Securities


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    CROSS-REFERENCE
TABLE*

     

    
      
        
          
            	
                    Trust
      Indenture

                    Act
      Section

                  	 
      	
                    Indenture
      Section

                  
	
                    310(a)(1)

                  	 
      	
                    N.A.

                  
	
                          (a)(2)

                  	 
      	
                    6.13

                  
	
                         
      (a)(3)

                  	 
      	
                    6.13

                  
	
                         
      (a)(4)

                  	 
      	
                    N.A.

                  
	
                         
      (a)(5)

                  	 
      	
                    7.01

                  
	
                         
      (b)

                  	 
      	
                    7.02

                  
	
                         
      (c)

                  	 
      	
                    7.02

                  
	
                    311(a)

                  	 
      	
                    7.03

                  
	
                         
      (b)

                  	 
      	
                    7.03

                  
	
                         
      (c)

                  	 
      	
                    7.03

                  
	
                    312(a)

                  	 
      	
                    7.03

                  
	
                         
      (b)

                  	 
      	
                    7.04;
      1.02

                  
	
                         
      (c)

                  	 
      	
                    1.02

                  
	
                    313(a)

                  	 
      	
                    1.02

                  
	
                         
      (b)(2)

                  	 
      	
                    N.A.

                  
	
                         
      (c)

                  	 
      	
                    1.02

                  
	
                         
      (d)

                  	 
      	
                    N.A.

                  
	
                    314(a)

                  	 
      	
                    6.01

                  
	
                         
      (c)(1)

                  	 
      	
                    6.02;
      1.06

                  
	
                         
      (c)(2)

                  	 
      	
                    6.01

                  
	
                         
      (c)(3)

                  	 
      	
                    6.01

                  
	
                         
      (e)

                  	 
      	
                    5.14

                  
	
                         
      (f)

                  	 
      	
                    1.01

                  
	
                    315(a)

                  	 
      	
                    5.12

                  
	
                         
      (b)

                  	 
      	
                    5.02

                  
	
                         
      (c)

                  	 
      	
                    N.A.

                  
	
                         
      (d)

                  	 
      	
                    5.08

                  
	
                         
      (e)

                  	 
      	
                    3.07

                  
	
                    316(a)(last
      sentence)

                  	 
      	
                    5.03

                  
	
                         
      (a)(1)(A)

                  	 
      	
                    5.04

                  
	
                         
      (a)(1)(B)

                  	 
      	
                    4.06

                  
	
                         
      (a)(2)

                  	 
      	
                    1.07

                  
	
                         
      (b)

                  	 
      	
                    N.A.

                  
	
                         
      (c)

                  	 
      	
                    1.07

                  


          

        

      

    

     

    
      

    

    N.A.
means not applicable

    *  This
Cross-Reference Table is not part of the Indenture.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              	
                      ARTICLE
      I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
      APPLICATION

                    	
                      1

                    
	 
      	 
      
	
                      Section
      1.01

                    	
                      Definitions

                    	
                      1

                    
	
                      Section
      1.02

                    	
                      Officers’
      Certificates and Opinions

                    	
                      6

                    
	
                      Section
      1.03

                    	
                      Form
      of Documents Delivered to Trustee

                    	
                      6

                    
	
                      Section
      1.04

                    	
                      Acts
      of Securityholders.

                    	
                      6

                    
	
                      Section
      1.05

                    	
                      Notices,
      etc., to Trustee and Company

                    	
                      7

                    
	
                      Section
      1.06

                    	
                      Notice
      To Securityholders; Waiver

                    	
                      7

                    
	
                      Section
      1.07

                    	
                      Conflict
      with Trust Indenture Act

                    	
                      8

                    
	
                      Section
      1.08

                    	
                      Effect
      of Headings and Table of Contents

                    	
                      8

                    
	
                      Section
      1.09

                    	
                      Successors
      and Assigns

                    	
                      8

                    
	
                      Section
      1.10

                    	
                      Separability
      Clause

                    	
                      8

                    
	
                      Section
      1.11

                    	
                      Benefits
      of Indenture

                    	
                      8

                    
	
                      Section
      1.12

                    	
                      Governing
      Law

                    	
                      8

                    
	
                      Section
      1.13

                    	
                      Counterparts

                    	
                      8

                    
	
                      Section
      1.14

                    	
                      Judgment
      Currency

                    	
                      8

                    
	
                      Section
      1.15

                    	
                      Legal
      Holidays

                    	
                      8

                    
	 
      	 
      
	
                      ARTICLE
      II  SECURITY FORMS

                    	
                      9

                    
	 
      	 
      
	
                      Section
      2.01

                    	
                      Forms
      Generally

                    	
                      9

                    
	
                      Section
      2.02

                    	
                      Forms
      of Securities

                    	
                      9

                    
	
                      Section
      2.03

                    	
                      Securities
      in Global Form

                    	
                      9

                    
	
                      Section
      2.04

                    	
                      Form
      of Trustee’s Certificate of Authentication

                    	
                      9

                    
	 
      	 
      
	
                      ARTICLE
      III  THE SECURITIES

                    	
                      10

                    
	 
      	 
      
	
                      Section
      3.01

                    	
                      General
      Title; General Limitations; Issuable in Series; Terms of Particular
      Series

                    	
                      10

                    
	
                      Section
      3.02

                    	
                      Denominations
      and Currency

                    	
                      12

                    
	
                      Section
      3.03

                    	
                      Execution,
      Authentication and Delivery, and Dating

                    	
                      12

                    
	
                      Section
      3.04

                    	
                      Temporary
      Securities

                    	
                      14

                    
	
                      Section
      3.05

                    	
                      Registration,
      Transfer and Exchange

                    	
                      14

                    
	
                      Section
      3.06

                    	
                      Mutilated,
      Destroyed, Lost and Stolen Securities

                    	
                      16

                    
	
                      Section
      3.07

                    	
                      Payment
      of Interest; Interest Rights Preserved

                    	
                      16

                    
	
                      Section
      3.08

                    	
                      Persons
      Deemed Owners

                    	
                      17

                    
	
                      Section
      3.09

                    	
                      Cancellation

                    	
                      17

                    
	
                      Section
      3.10

                    	
                      Computation
      of Interest

                    	
                      17

                    
	 
      	 
      
	
                      ARTICLE
      IV  SATISFACTION AND DISCHARGE

                    	
                      18

                    
	 
      	 
      
	
                      Section
      4.01

                    	
                      Satisfaction
      and Discharge of Indenture

                    	
                      18

                    
	
                      Section
      4.02

                    	
                      Discharge
      and Defeasance

                    	
                      19

                    
	
                      Section
      4.03

                    	
                      Covenant
      Defeasance

                    	
                      19

                    
	
                      Section
      4.04

                    	
                      Conditions
      To Defeasance Or Covenant Defeasance

                    	
                      19

                    
	
                      Section
      4.05

                    	
                      Application
      of Trust Money; Excess Funds

                    	
                      20

                    
	
                      Section
      4.06

                    	
                      Paying
      Agent to Repay Moneys Held

                    	
                      21

                    
	
                      Section
      4.07

                    	
                      Return
      of Unclaimed Amounts

                    	
                      21

                    
	
                       
      

                    	 
      
	
                      ARTICLE
      V  ARTICLE V REMEDIES

                    	
                      21

                    
	 
      	 
      
	
                      Section
      5.01

                    	
                      Events
      of Default

                    	
                      21

                    
	
                      Section
      5.02

                    	
                      Acceleration
      of Maturity; Rescission, and Annulment

                    	
                      22

                    
	
                      Section
      5.03

                    	
                      Collection
      of Indebtedness and Suits for Enforcement by Trustee

                    	
                      23

                    
	
                      Section
      5.04

                    	
                      Trustee
      May File Proofs of Claim

                    	
                      23

                    


            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      5.05

                	
                  Trustee
      May Enforce Claims Without Possession of Securities

                	
                  24

                
	
                  Section
      5.06

                	
                  Application
      of Money Collected

                	
                  24

                
	
                  Section
      5.07

                	
                  Limitation
      on Suits

                	
                  24

                
	
                  Section
      5.08

                	
                  Unconditional
      Right of Securityholders to Receive Principal, Premium, and
      Interest

                	
                  25

                
	
                  Section
      5.09

                	
                  Restoration
      of Rights and Remedies

                	
                  25

                
	
                  Section
      5.10

                	
                  Rights
      and Remedies Cumulative

                	
                  25

                
	
                  Section
      5.11

                	
                  Delay
      or Omission Not Waiver

                	
                  25

                
	
                  Section
      5.12

                	
                  Control
      by Securityholders

                	
                  25

                
	
                  Section
      5.13

                	
                  Waiver
      of Past Defaults

                	
                  25

                
	
                  Section
      5.14

                	
                  Undertaking
      for Costs

                	
                  26

                
	
                  Section
      5.15

                	
                  Waiver
      of Stay or Extension Laws

                	
                  26

                
	 
      	 
      
	
                  ARTICLE
      VI  THE TRUSTEE

                	
                  26

                
	 
      	 
      
	
                  Section
      6.01

                	
                  Certain
      Duties and Responsibilities of Trustee

                	
                  26

                
	
                  Section
      6.02

                	
                  Notice
      of Defaults

                	
                  27

                
	
                  Section
      6.03

                	
                  Certain
      Rights of Trustee

                	
                  27

                
	
                  Section
      6.04

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  27

                
	
                  Section
      6.05

                	
                  May
      Hold Securities

                	
                  28

                
	
                  Section
      6.06

                	
                  Money
      Held in Trust

                	
                  28

                
	
                  Section
      6.07

                	
                  Compensation
      and Reimbursement

                	
                  28

                
	
                  Section
      6.08

                	
                  Disqualification;
      Conflicting Interests

                	
                  28

                
	
                  Section
      6.09

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  28

                
	
                  Section
      6.10

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  29

                
	
                  Section
      6.11

                	
                  Acceptance
      of Appointment by Successor

                	
                  30

                
	
                  Section
      6.12

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  30

                
	
                  Section
      6.13

                	
                  Preferential
      Collection of Claims Against Company

                	
                  30

                
	
                  Section
      6.14

                	
                  Appointment
      of Authenticating Agent

                	
                  31

                
	 
      	 
      
	
                  ARTICLE
      VII  SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
      COMPANY

                	
                  32

                
	 
      	 
      
	
                  Section
      7.01

                	
                  Company
      to Furnish Trustee Names and Addresses of Securityholders

                	
                  32

                
	
                  Section
      7.02

                	
                  Preservation
      of Information; Communications to Securityholders

                	
                  32

                
	
                  Section
      7.03

                	
                  Reports
      by Trustee

                	
                  33

                
	
                  Section
      7.04

                	
                  Reports
      by Company

                	
                  33

                
	 
      	 
      
	
                  ARTICLE
      VIII  CONSOLIDATION, MERGER, CONVEYANCE OR
    TRANSFER

                	
                  33

                
	 
      	 
      
	
                  Section
      8.01

                	
                  Company
      May Consolidate, etc., Only on Certain Terms

                	
                  33

                
	
                  Section
      8.02

                	
                  Successor
      Corporation Substituted

                	
                  34

                
	 
      	 
      
	
                  ARTICLE
      IX  SUPPLEMENTAL INDENTURES

                	
                  34

                
	 
      	 
      
	
                  Section
      9.01

                	
                  Supplemental
      Indentures Without Consent of Securityholders

                	
                  34

                
	
                  Section
      9.02

                	
                  Supplemental
      Indentures With Consent of Securityholders

                	
                  35

                
	
                  Section
      9.03

                	
                  Execution
      of Supplemental Indentures

                	
                  36

                
	
                  Section
      9.04

                	
                  Effect
      of Supplemental Indentures

                	
                  36

                
	
                  Section
      9.05

                	
                  Conformity
      With Trust Indenture Act

                	
                  36

                
	
                  Section
      9.06

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  36

                
	 
      	 
      
	
                  ARTICLE
      X  COVENANTS

                	
                  36

                
	 
      	 
      
	
                  Section
      10.01

                	
                  Payment
      of Principal, Premium and Interest

                	
                  36

                
	
                  Section
      10.02

                	
                  Maintenance
      of Office or Agency

                	
                  36

                
	
                  Section
      10.03

                	
                  Money
      or Security Payments to Be Held in Trust

                	
                  37

                


        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      10.04

                	
                  Certificate
      to Trustee

                	
                  37

                
	
                  Section
      10.05

                	
                  Corporate
      Existence

                	
                  37

                
	 
      	 
      
	
                  ARTICLE
      XI  REDEMPTION OF SECURITIES

                	
                  37

                
	 
      	 
      
	
                  Section
      11.01

                	
                  Applicability
      of Article

                	
                  37

                
	
                  Section
      11.02

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  38

                
	
                  Section
      11.03

                	
                  Selection
      by Trustee of Securities to be Redeemed

                	
                  38

                
	
                  Section
      11.04

                	
                  Notice
      of Redemption

                	
                  38

                
	
                  Section
      11.05

                	
                  Deposit
      of Redemption Price

                	
                  39

                
	
                  Section
      11.06

                	
                  Securities
      Payable on Redemption Date

                	
                  39

                
	
                  Section
      11.07

                	
                  Securities
      Redeemed in Part

                	
                  39

                
	
                  Section
      11.08

                	
                  Provisions
      with Respect to any Sinking Funds

                	
                  39

                
	 
      	 
      
	
                  ARTICLE
      XII  REPAYMENT AT OPTION OF HOLDERS

                	
                  40

                
	 
      	 
      
	
                  Section
      12.01

                	
                  Applicability
      of Article

                	
                  40

                
	
                  Section
      12.02

                	
                  Repayment
      of Securities

                	
                  40

                
	
                  Section
      12.03

                	
                  Exercise
      of Option

                	
                  40

                
	
                  Section
      12.04

                	
                  When
      Securities Presented for Repayment Become Due and Payable

                	
                  41

                
	
                  Section
      12.05

                	
                  Securities
      Repaid in Part

                	
                  41

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    THIS
INDENTURE, between Center Bancorp, Inc., a New Jersey corporation (hereinafter
called the “Company”)
having its principal office at 2455 Morris Avenue, Union, New Jersey 07083, and,
[ ], a [ ] as trustee (hereinafter called the “Trustee”), is made and entered
into as of this [ ] day of  [ ],
20[  ].

     

    Recitals
of the Company

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its unsecured debentures, notes, bonds, and other
evidences of indebtedness, to be issued in one or more fully registered
series.

     

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

     

    Agreements
of the Parties

     

    To set
forth or to provide for the establishment of the terms and conditions upon which
the Securities (as hereinafter defined) are and are to be authenticated, issued,
and delivered, and in consideration of the premises thereof, and the purchase of
Securities by the Holders (as hereinafter defined) thereof, it is mutually
covenanted and agreed as follows, for the equal and proportionate benefit of all
Holders from time to time of the Securities or of any series thereof, as the
case may be:

     

    ARTICLE
I

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
1.01  Definitions.  For
all purposes of this Indenture and of any indenture supplemental hereto, except
as otherwise expressly provided or unless the context otherwise
requires:

     

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

     

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

     

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

     

    (d)  all
references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. The words “herein”, “hereof”, and
“hereunder” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section, or other subdivision.

     

    (e)  the
following terms will have the meanings set forth below:

     

    “Act”, when used with respect
to any Securityholder (as hereinafter defined), has the meaning specified in
Section 1.04.

     

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

     

    “Authenticating Agent” means
any Person authorized by the Trustee to authenticate Securities of one or more
series under Section 6.14.

     

    “Authentication Order” has the
meaning specified in Section 3.03.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

     

    “Board of Directors” means (i)
the board of directors of the Company, (ii) any duly authorized committee of
that board, or (iii) any officer, director, or authorized representative of the
Company, in each case duly authorized by such Board to act
hereunder.

     

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

     

    “Capital Stock” means, with
respect to any Person, any capital stock (including preferred stock), shares,
interests, participations or other ownership interests (however designated) of
such Person and any rights (other than debt securities convertible or
exchangeable for corporate stock), warrants or options to purchase any
thereof.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

     

    “Company” means Center Bancorp,
Inc., unless and until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor corporation.

     

    “Company Request”, “Company Order”, and “Company Consent” mean,
respectively, a written request, order, or consent signed in the name of the
Company by the chairman of the Board of Directors, the chief executive officer,
the chief financial officer, the treasurer, the controller, or by any other
officer or officers of the Company pursuant to an applicable Board Resolution,
and delivered to the Trustee.

     

    “Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at
[                                      ].

     

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

     

    “Covenant Defeasance” has the
meaning specified in Section 4.03.

     

    “Defaulted Interest” has the
meaning specified in Section 3.07.

     

    “Defeasance” has the meaning
specified in Section 4.02.

     

    “Depositary” means with respect
to the Securities of any series issuable or issued in whole or in part in global
form, the Person designated as Depositary by the Company pursuant to Section
3.01, unless and until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary ” shall
mean or include each Person who is then a Depositary hereunder, and if at any
time there is more than one such Person, “Depositary ” as used with respect to
the Securities of any such series shall mean the  “Depositary ” with
respect to the Securities of that series.

     

    “Equivalent Government
Securities” means, in relation to Securities denominated in a currency
other than U.S. dollars, securities of the government that issued the currency
in which such Securities are denominated or securities of government agencies
backed by the full faith and credit of such government.

     

    “Event of Default” has the
meaning specified in Article 5.

     

    “Holder”, “Securityholder” and “Holder of Securities” means a
Person in whose name a Security is registered in the Security Register (as
hereinafter defined).

     

    “Indebtedness” with respect to
any Person means (1) any liability of such Person (a) for borrowed money, or (b)
evidenced by a bond, note, debenture or similar instrument (including purchase
money obligations but excluding Trade Payables), or (c) for the payment of money
relating to a lease that is required to be classified as a capitalized lease
obligation in accordance with generally accepted accounting principles; (2)
mandatorily redeemable preferred or preference stock of a Subsidiary held by
Persons other than the Company or a Subsidiary; (3) any liability of others
described in the preceding clause (1) that such Person has guaranteed, that is
recourse to such Person or that is otherwise such Person’s legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    “Indenture” or “this Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of any
particular series of Securities established as contemplated by Section
3.01.

     

    “Interest Payment Date”, when
used with respect to any series of Securities, means any date on which an
installment of interest on those Securities is scheduled to be
paid.

     

    “Maturity”, when used with
respect to any Security, means the date on which the principal amount
outstanding under such Security or an installment of principal amount
outstanding under such Security becomes due and payable, as therein or herein
provided, whether on the Scheduled Maturity Date (as hereinafter defined), by
declaration of acceleration, call for redemption, or otherwise.

     

    “New York Business Day” means
(except, with respect to any particular series of Securities, as may be
otherwise provided in the form of such Securities) any day other than a Saturday
or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation, or executive order
to be closed.

     

    “Officers’ Certificate” means a
certificate signed by any two of the chairman of the Board of Directors, the
chief executive officer, the president, any vice president, the treasurer or by
any other officer or officers of the Company pursuant to an applicable Board
Resolution, and delivered to the Trustee.

     

    “Opinion of Counsel” means a
written opinion of counsel to the Company, which counsel may be an employee of
the Company or other counsel who shall be reasonably acceptable to the
Trustee.

     

    “Original Issue Discount
Security” means any Security which is initially sold at a discount from
the principal amount thereof and the terms of which provide that upon redemption
or acceleration of the Maturity thereof, an amount less than the principal
amount thereof would become due and payable.

     

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

     

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

     

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

     

    (c)  such
Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, or which shall have been
paid, in each case, pursuant to the terms of Section 3.06 (except with respect
to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a Person in whose hands such Security is a legal,
valid, and binding obligation of the Company).


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    In
determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof. In
determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given a direction concerning the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
concerning the exercise of any trust or power conferred upon the Trustee under
this Indenture, or concerning a consent on behalf of the Holders of any series
of Securities to the waiver of any past default and its consequences, Securities
owned by the Company, any other obligor upon the Securities, or any Affiliate of
the Company or such other obligor shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, or
waiver, only Securities which a Responsible Officer assigned to the corporate
trust department of the Trustee knows to be owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to act as owner with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other
obligor.

     

    “Paying Agent” means, with
respect to any Securities, any Person appointed by the Company to distribute
amounts payable by the Company on such Securities. If at any time there shall be
more than one such Person, “Paying Agent” as used with respect to the Securities
of any particular series shall mean the Paying Agent with respect to Securities
of that series. As of the date of this Indenture, the Company has appointed
[   ] as Paying Agent with respect to all Securities issuable
hereunder.

     

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

     

    “Place of Payment” means with
respect to any series of Securities issued hereunder the city or political
subdivision so designated with respect to the series of Securities in question
in accordance with the provisions of Section 3.01.

     

    “Predecessor Securities” of any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 3.06 in lieu of a lost, destroyed, mutilated, or stolen Security shall
be deemed to evidence the same debt as the lost, destroyed, mutilated, or stolen
Security.

     

    “Record Date” means any date as
of which the Holder of a Security will be determined for any purpose described
herein, such determination to be made as of the close of business on such date
by reference to the Security Register.

     

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

     

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

     

    “Repayment Date”, when used
with respect to any Security to be repaid, means the date fixed for such
repayment pursuant to such Security.

     

    “Repayment Price”, when used
with respect to any Security to be repaid, means the price at which it is to be
repaid pursuant to such Security.

     

    “Responsible Officer”, when
used with respect to the Trustee, shall mean an officer or assistant officer of
the Trustee in the Corporate Trust Office, having direct responsibility for the
administration of this Indenture, and also, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

     

    “Scheduled Maturity Date”, when
used with respect to any Security, means the date specified in such Security as
the date on which all outstanding principal and interest will be due and
payable.


    
      
         


      

      
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    “Security” or “Securities” means any note or
notes, bond or bonds, debenture or debentures, or any other evidences of
indebtedness, as the case may be, of any series authenticated and delivered from
time to time under this Indenture.

     

    “Security Register” shall have
the meaning specified in Section 3.05.

     

    “Security Registrar” means the
Person who maintains the Security Register, which Person shall be the Trustee
unless and until a successor Security Registrar is appointed by the
Company.

     

    “Senior Indebtedness” means all
obligations or indebtedness of, or guaranteed or assumed by, the Company,
whether or not represented by bonds, debentures notes or similar instruments,
for borrowed money, and any amendments, renewals, extensions, modifications and
refundings of any such obligations or indebtedness, unless in the instrument
creating or evidencing any such indebtedness or obligations or pursuant to which
the same is outstanding it is specifically stated, at or prior to the time the
Company becomes liable in respect thereof, that any such obligation or
indebtedness or such amendment, renewal, extension, modification and refunding
thereof is not Senior Indebtedness.

     

    “Significant Subsidiary” means
each Subsidiary which is a “significant subsidiary” as defined in
Rule 1-02(w) of Regulation S-X, as amended or modified and in effect from
time to time.

     

    “Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07.

     

    “Specified Currency” has the
meaning specified in Section 3.01.

     

    “Subsidiary” means any
corporation, partnership or other entity of which at the time of determination
the Company owns or controls directly or indirectly more than 50% of the shares
of voting stock or equivalent interest.

     

    “Trade Payables” means accounts
payable or any other Indebtedness or monetary obligations to trade creditors
created or assumed in the ordinary course of business in connection with the
obtaining of materials, finished products, inventory or services.

     

    “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939, as in force as of the date hereof, except as provided in Section
9.05.

     

    “Trustee” means the party named
as such above until a successor becomes such pursuant to this Indenture and
thereafter means or includes each party who is then a trustee hereunder, and if
at any time there is more than one such party, “Trustee” as used with respect to
the Securities of any series means the Trustee with respect to Securities of
that series. If Trustees with respect to different series of Securities are
trustees under this Indenture, nothing herein shall constitute the Trustees
co-trustees of the same trust, and each Trustee shall be the trustee of a trust
separate and apart from any trust administered by any other Trustee with respect
to a different series of Securities.

     

    “U.S. Government Obligations”
means (i) securities that are direct obligations of the United States of
America, the payment of which is unconditionally guaranteed by the full faith
and credit of the United States of America and (ii) securities that are
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed by the full faith and credit of the United States of
America, and also includes depository receipts issued by a bank or trust company
as custodian with respect to any of the securities described in the preceding
clauses (i) and (ii), and any payment of interest or principal payable under any
of the securities described in the preceding clauses (i) and (ii) that is held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt, or from any amount received by the custodian in respect of such
securities, or from any specific payment of interest or principal payable under
the securities evidenced by such depository receipt.

     

    “Voting Stock”, as applied to
the stock of any corporation, means stock of any class or classes (however
designated), the outstanding shares of which have, by the terms thereof,
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation, other than stock having
such power only by reason of the happening of a contingency.


    
      
         


      

      
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    Section
1.02  Officers’ Certificates and
Opinions.  Every Officers’ Certificate, Opinion of Counsel, and
other certificate or opinion to be delivered to the Trustee under this Indenture
with respect to any action to be taken by the Trustee (except for the Officers’
Certificate required by Section 10.04) shall include the following:

     

    (a)  a
statement that each individual signing such certificate or opinion has read all
covenants and conditions of this Indenture relating to such proposed action,
including the definitions herein relating thereto;

     

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

     

    (c)  a
statement that, in the opinion of each such individual, he or she has made such
examination or investigation as is necessary to enable him or her 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, in the opinion of each such individual, such condition
or covenant has been complied with.

     

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

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, legal counsel, unless such officer knows that any such certificate, opinion,
or representation is erroneous. Any opinion of counsel for the Company may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company, unless such
counsel knows that any such certificate, opinion, or representation is
erroneous.

     

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

     

    Section
1.04  Acts of
Securityholders.

     

    (a)  Any
request, demand, authorization, direction, notice, consent, waiver, or other
action provided by this Indenture to be given or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Securityholders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and (if expressly required by the applicable terms of this Indenture) to
the Company. If any Securities are denominated in coin or currency other than
that of the United States, then for the purposes of determining whether the
Holders of the requisite principal amount of Securities have taken any action as
herein described, the principal amount of such Securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange into United States dollars for
the currency in which such Securities are denominated (as evidenced to the
Trustee by a certificate provided by a financial institution, selected by the
Company, that maintains an active trade in the currency in question, acting as
conversion agent) as of the date the taking of such action by the Holders of
such requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this
Section.


    
      
         


      

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

     

    (c)  The
ownership of Securities shall for all purposes be determined by reference to the
Security Register, as such register shall exist as of the applicable
date.

     

    (d)  If
the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its
option, by Board Resolution, fix in advance a Record Date for the determination
of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no
obligation to do so. If such Record Date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after such Record Date, but only the Holders of record at the close of
business on such Record Date shall be deemed to be Holders for the purpose of
determining whether Holders of the requisite proportion of Securities
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Securities Outstanding shall be computed as of such Record Date;
provided that no such authorization, agreement or consent by the Holders on such
Record Date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after such Record
Date.

     

    (e)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Security shall bind each subsequent Holder of such
Security, and each Holder of any Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, with respect to
anything done or suffered to be done by the Trustee or the Company in reliance
upon such action, whether or not notation of such action is made upon such
Security.

     

    Section
1.05  Notices, etc., to Trustee
and Company.  Any request, order, authorization, direction,
consent, waiver, or other action to be taken by the Trustee, the Company, or the
Securityholders hereunder (including any Authentication Order), and any notice
to be given to the Trustee or the Company with respect to any action taken or to
be taken by the Trustee, the Company, or the Securityholders hereunder, shall be
sufficient if made in writing and

     

    (a)  (if
to be furnished or delivered to or filed with the Trustee by the Company or any
Securityholder) delivered to the Trustee at its Corporate Trust Office,
Attention:
[                       ],
or

     

    (b)  (if
to be furnished or delivered to the Company by the Trustee or any
Securityholder, and except as otherwise provided in Section 5.01(d) and, in the
case of a request for repayment, except as specified in the Security carrying
the right to repayment) mailed to the Company, first-class postage prepaid, at
its principal office (as specified in the first paragraph of this instrument),
Attention:
[                       ],
or at any other address hereafter furnished in writing by the Company to the
Trustee.

     

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

     

    In case,
by reason of the suspension of regular mail service as a result of a strike,
work stoppage or otherwise, it shall be impractical to mail notice of any event
to any Securityholder when such notice is required to be given pursuant to any
provision of this Indenture or the applicable Security, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be sufficient for the giving of such notice.

     

    
      
         


      

      
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    Section
1.07  Conflict with Trust
Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in this
Indenture by any of the provisions of the TIA, such required provision shall
control.

     

    Section
1.08  Effect of Headings and Table
of Contents.  The Article and Section headings herein and the
Table of Contents hereof are for convenience only and shall not affect the
construction of any provision of this Indenture.

     

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

     

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

     

    Section
1.11  Benefits of
Indenture.  Nothing in this Indenture or in any Securities,
express or implied, shall give to any Person, other than the parties hereto,
their successors hereunder, the Authenticating Agent, the Security Registrar,
any Paying Agent, and the Holders of Securities (or such of them as may be
affected thereby), any benefit or any legal or equitable right, remedy or claim
under this Indenture.

     

    Section
1.12  Governing
Law.  This Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

     

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

     

    Section
1.14  Judgment
Currency.  The Company agrees, to the fullest extent that it
may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court with respect to the Securities of any series it
is necessary to convert the sum due in respect of the principal, premium, if
any, or interest, if any, payable with respect to such Securities into a
currency in which a judgment can be rendered (the “Judgment Currency”), the rate
of exchange from the currency in which payments under such Securities is payable
(the “Required
Currency”) into the Judgment Currency shall be the highest bid quotation
(assuming European-style quotation — i.e., Required Currency per
Judgment Currency) received by the Company from three recognized foreign
exchange dealers in the City of New York for the purchase of the aggregate
amount of the judgment (as denominated in the Judgment Currency) on the New York
Business Day preceding the date on which a final unappealable judgment is
rendered, for settlement on such payment date, and at which the applicable
dealer timely commits to execute a contract, and (b) the Company’s obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or by any recovery pursuant to any
judgment (whether or not entered in accordance with the preceding clause (a)),
in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt by the judgment creditor
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Indenture.

     

    Section
1.15  Legal
Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Maturity of any Security shall not be a New
York Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or at Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Maturity, as the case may
be.


    
      
         


      

      
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    ARTICLE
II

    SECURITY
FORMS

     

    Section
2.01  Forms
Generally.  The Securities of each series shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon,
as may be required to comply with the rules of any securities exchange, or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. Any portion of
the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.

     

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

     

    Section
2.02  Forms of
Securities.  Each Security shall be in one of the forms
approved from time to time by or pursuant to any Board Resolution, or
established in one or more indentures supplemental hereto. Prior to the delivery
to the Trustee for authentication of any Security in any form approved by or
pursuant to a Board Resolution, the Company shall deliver to the Trustee a copy
of such Board Resolution, together with a true and correct copy of the form of
Security which has been approved thereby, or, if a Board Resolution authorizes a
specific officer or officers to approve a form of Security, together with a
certificate of such officer or officers approving the form of Security attached
thereto, provided,
however, that with
respect to all Securities issued pursuant to the same Board Resolution, the
required copy of such Board Resolution, together with the appropriate
attachment, need be delivered only once. Any form of Security approved by or
pursuant to a Board Resolution must be acceptable as to form to the Trustee,
such acceptance to be evidenced by the Trustee’s authentication of Securities in
that form or by a certificate signed by a Responsible Officer of the Trustee and
delivered to the Company.

     

    Section
2.03  Securities in Global
Form.  If Securities of a series are issuable in whole or in
part in global form, the global security representing such Securities may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges or increased to reflect the issuance of additional
Securities. Any endorsement of a Security in global form to reflect the amount
(or any increase or decrease in the amount) of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Authentication Order delivered to the
Trustee pursuant to Section 3.03 hereof.

     

    Section
2.04  Form of Trustee’s
Certificate of Authentication.  The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture
shall be substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    [       ],
as Trustee,

     

    By:

    Authorized
Officer:

     

    
      
         

      

      
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    ARTICLE
III

    THE
SECURITIES

     

    Section
3.01  General Title; General
Limitations; Issuable in Series; Terms of Particular Series.

     

    (a) The
aggregate principal amount of Securities that may be authenticated, delivered,
and Outstanding at any time under this Indenture is not limited.

     

    (b) The
Securities may be issued in one or more series in such aggregate principal
amount as may from time to time be authorized by the Board of Directors. All
Securities of a series issued under this Indenture shall in all respects be
equally and ratably entitled to the benefits hereof, without preference,
priority, or distinction on account of the actual time of the authentication and
delivery or Scheduled Maturity Date thereof.

     

    (c) Each
series of Securities shall be created either by or pursuant to one or more Board
Resolutions, by an Officers’ Certificate or by one or more indentures
supplemental hereto. Any such Board Resolution or supplemental indenture (or, in
the case of a series of Securities created pursuant to a Board Resolution, any
officer or officers authorized by such Board Resolution) shall establish the
terms of any such series of Securities, including the following (as and to such
extent as may be applicable):

     

    (1)  the
title of such series;

     

    (2)  the
limit, if any, upon the aggregate principal amount or issue price of the
Securities of such series;

     

    (3)  the
issue date or issue dates of the Securities of such series;

     

    (4)  the
Scheduled Maturity Date of the Securities of such series;

     

    (5)  the
place or places where the principal, premium, if any, interest, if any, and
additional amounts, if any, payable with respect to the Securities of such
series shall be payable;

     

    (6)  whether
the Securities of such series will be issued at par or at a premium over or a
discount from their face amount;

     

    (7)  the
rate or rates (which may be fixed or variable) at which the Securities of such
series shall bear interest, if any, and, if applicable, the method by which such
rate or rates may be determined;

     

    (8)  the
date or dates (or the method by which such date or dates may be determined) from
which interest, if any, shall accrue, and the Interest Payment Dates on which
such interest shall be payable;

     

    (9)  the
rights, if any, to defer payments of interest on the Securities by extending the
interest payment periods and the duration of such extension;

     

    (10)  the
period or periods within which, the Redemption Price(s) or Repayment Price(s) at
which, and any other terms and conditions upon which the Securities of such
series may be redeemed or repaid, in whole or in part, by the
Company;

     

    (11)  the
obligation, if any, of the Company to redeem, repay, or purchase any of the
Securities of such series pursuant to any sinking fund, mandatory redemption,
purchase obligation, or analogous provision at the option of a Holder thereof,
and the period or periods within which, the Redemption Price(s) or Repayment
Price(s) or other price or prices at which, and any other terms and conditions
upon which the Securities of such series shall be redeemed, repaid, or
purchased, in whole or in part, pursuant to such obligation;

     

    (12)  the
issuance of the Securities of such series in whole or in part in global form
and, if so, the identity of the Depositary for such global security and the
terms and conditions, if any, upon which interests in the Securities represented
by such global security may be exchanged, in whole or in part, for the
individual Securities represented thereby (if other than as provided in Section
3.05);

     

    (13)  whether
such securities are subordinated securities and if so, the provisions for such
subordination;

     

    (14)  the
denominations in which the Securities of such series will be issued (which may
be any denomination as set forth in the terms of such Securities) if other than
U.S. $1,000 or an integral multiple thereof;


    
      
         


      

      
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    (15)  whether
and under what circumstances additional amounts on the Securities of such series
shall be payable in respect of any taxes, assessments, or other governmental
charges withheld or deducted and, if so, whether the Company will have the
option to redeem such Securities rather than pay such additional
amounts;

     

    (16)  the
basis upon which interest shall be calculated;

     

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

     

    (18)  the
exchange or conversion of the Securities of that series, whether or not at the
option of the Holders thereof, for or into new Securities of a different series
or for or into any other securities which may include shares of Capital Stock of
the Company or any Subsidiary of the Company or securities directly or
indirectly convertible into or exchangeable for any such shares or securities of
entities unaffiliated with the Company or any Subsidiary of the
Company;

     

    (19)  if
other than U.S. dollars, the foreign or composite currency or currencies (each
such currency a “Specified
Currency”) in which the Securities of such series shall be denominated
and in which payments of principal, premium, if any, interest, if any, or
additional amounts, if any, payable with respect to such Securities shall or may
be payable;

     

    (20)  if
the principal, premium, if any, interest, if any, or additional amounts, if any,
payable with respect to the Securities of such series are to be payable in any
currency other than that in which the Securities are stated to be payable,
whether at the election of the Company or of a Holder thereof, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

     

    (21)  if
the amount of any payment of principal, premium, if any, interest, if any, or
other sum payable with respect to the Securities of such series may be
determined by reference to the relative value of one or more Specified
Currencies, commodities, securities, or instruments, the level of one or more
financial or non-financial indices, or any other designated factors or formulas,
the manner in which such amounts shall be determined;

     

    (22)  the
exchange of Securities of such series, at the option of the Holders thereof, for
other Securities of the same series of the same aggregate principal amount of a
different authorized kind or different authorized denomination or denominations,
or both;

     

    (23)  the
appointment by the Trustee of an Authenticating Agent in one or more places
other than the Corporate Trust Office of the Trustee, with power to act on
behalf of the Trustee, and subject to its direction, in the authentication and
delivery of the Securities of such series;

     

    (24)  any
trustees, depositaries, paying agents, transfer agents, exchange agents,
conversion agents, registrars, or other agents with respect to the Securities of
such series if other than the Trustee, Paying Agent and Security Registrar named
herein;

     

    (25)  the
portion of the principal amount of Securities of such series, if other than the
principal amount thereof, that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy
pursuant to Section 5.04;

     

    (26)  any
Event of Default with respect to the Securities of such series, if not set forth
herein, or any modification of any Event of Default set forth herein with
respect to such series;

     

    (27)  any
covenant solely for the benefit of the Securities of such
series;


    
      
         


      

      
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    (28)  the
inapplicability of Section 4.02 and Section 4.03 of this Indenture to the
Securities of such series and if Section 4.03 is applicable, the covenants
subject to Covenant Defeasance under Section 4.03; and

     

    (29)  any
other terms of the securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture insofar as it applies to such
series).

     

    If all of
the Securities issuable by or pursuant to any Board Resolution are not to be
issued at one time, it shall not be necessary to deliver the Officers’
Certificate and Opinion of Counsel required by Section 3.03 hereof at the time
of issuance of each such Security, but such Officers’ Certificate and Opinion of
Counsel shall be delivered at or before the time of issuance of the first such
Security.

     

    If any
series of Securities shall be established by action taken pursuant to any Board
Resolution, the execution by the officer or officers authorized by such Board
Resolution of an Authentication Order (as defined in Section 3.03 below) with
respect to the first Security of such series to be issued, and the delivery of
such Authentication Order to the Trustee at or before the time of issuance of
the first Security of such series, shall constitute a sufficient record of such
action. Except as otherwise permitted by Section 3.03, if all of the Securities
of any such series are not to be issued at one time, the Company shall deliver
an Authentication Order with respect to each subsequent issuance of Securities
of such series, but such Authentication Orders may be executed by any authorized
officer or officers of the Company, whether or not such officer or officers
would have been authorized to establish such series pursuant to the
aforementioned Board Resolution.

     

    Unless
otherwise provided by or pursuant to the Board Resolution or supplemental
indenture creating such series, (i) a series may be reopened for issuances of
additional Securities of such series, and (ii) all Securities of the same series
shall be substantially identical, except for the initial Interest Payment Date,
issue price, initial interest accrual date and the amount of the first interest
payment.

     

    The form
of the Securities of each series shall be established in a supplemental
indenture or by or pursuant to the Board Resolution creating such series. The
Securities of each series shall be distinguished from the Securities of each
other series in such manner as the Board of Directors or its authorized
representative or representatives may determine.

     

    Unless
otherwise provided with respect to Securities of a particular series, the
Securities of any series may only be issuable in registered form, without
coupons.

     

    Section
3.02  Denominations and
Currency.  The Securities of each series shall be issuable in
such denominations and currency as shall be provided in the provisions of this
Indenture or by or pursuant to the Board Resolution or supplemental indenture
creating such series. In the absence of any such provisions with respect to the
Securities of any series, the Securities of that series shall be issuable only
in fully registered form in denominations of U.S. $1,000 and any integral
multiple thereof.

     

    Section
3.03  Execution, Authentication
and Delivery, and Dating.  The Securities shall be executed on
behalf of the Company by the president, any vice president, the treasurer or any
assistant treasurer and attested by the secretary or any one of its assistant
secretaries, under its corporate seal. The signature of any of these officers on
the Securities may be manual or facsimile. The seal of the Company, if set forth
thereon, may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted, or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

     

    Unless
otherwise provided in the form of Security for any series, all Securities shall
be dated the date of their authentication.

     

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


    
      
         


      

      
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    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities to the Trustee for authentication, together
with a Company Order for authentication and delivery (such Order an “Authentication Order”) with
respect to such Securities, and the Trustee shall, upon receipt of such
Authentication Order, in accordance with procedures acceptable to the Trustee
set forth in the Authentication Order, and subject to the provisions hereof,
authenticate and deliver such Securities to such recipients as may be specified
from time to time pursuant to such Authentication Order. The material terms of
such Securities shall be determinable by reference to such Authentication Order
and procedures. If provided for in such procedures, such Authentication Order
may authorize authentication and delivery of such Securities pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to the
provisions of Section 6.01 hereof) shall be fully protected in relying
upon:

     

    (1)  an
executed supplemental indenture, if any;

     

    (2)  an
Officers’ Certificate, certifying as to the authorized form or forms and terms
of such Securities; and

     

    (3)  an
Opinion of Counsel, stating that:

     

    (a)  the
form or forms and terms of such Securities have been established by and in
conformity with the provisions of this Indenture; provided that if all such
Securities are not to be issued at the same time, such Opinion of Counsel may
state that such terms will be established in conformity with the provisions of
this Indenture, subject to any conditions specified in such Opinion of Counsel;
and

     

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

     

    provided, however , that if
all Securities issuable by or pursuant to a Board Resolution or supplemental
indenture are not to be originally issued at one time, it shall not be necessary
to deliver the Officers’ Certificate or Opinion of Counsel otherwise required
pursuant to this paragraph at or prior to the time of authentication of each
such Security if such documents are delivered at or prior to the time of
authentication upon original issuance of the first such Security to be issued.
After the original issuance of the first such Security to be issued, any
separate request by the Company that the Trustee authenticate such Securities
for original issuance will be deemed to be a certification by the Company that
it is in compliance with all conditions precedent provided for in this Indenture
relating to the authentication and delivery of such Securities.

     

    The
Trustee shall not be required to authenticate such Securities if the issue
thereof will adversely affect the Trustee’s own rights, duties, or immunities
under the Securities and this Indenture.

     

    If the
Company shall establish pursuant to Section 3.01 that Securities of a series may
be issued in whole or in part in global form, then the Company shall execute,
and the Trustee shall (in accordance with this Section 3.03 and the
Authentication Order with respect to such series) authenticate and deliver, one
or more Securities in global form that (i) shall represent and shall be
denominated in an aggregate amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such one or more
Securities in global form, (ii) shall be registered, in the name of the
Depositary for such Security or Securities in global form, or in the name of a
nominee of such Depositary, (iii) shall be delivered to such Depositary or
pursuant to such Depositary’s instruction, and (iv) shall bear a legend
substantially as follows: “Unless and until it is exchanged in whole or in part
for Securities in certificated form, this Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a
Security in global form must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or
regulation.


    
      
         


      

      
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    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature of an authorized officer, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

     

    Section
3.04  Temporary
Securities.  Pending the preparation of definitive Securities
of any series, the Company may execute, and, upon receipt of the documents
required by Sections 2.02, 3.01 and 3.03 hereof, together with an Authentication
Order, the Trustee shall authenticate and deliver, temporary Securities of such
series that are printed, lithographed, typewritten, mimeographed, or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued in registered form,
without coupons, and with such appropriate insertions, omissions, substitutions,
and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Securities of
any series for which a temporary Security may be issued in global form, such
temporary global security shall represent all of the Outstanding Securities of
such series and tenor.

     

    Except in
the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities of any series
are issued, the Company will cause definitive Securities of such series to be
prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities of such series shall be exchangeable, at
the Corporate Trust Office of the Trustee, or at such other office or agency as
may be maintained by the Company in a Place of Payment pursuant to Section 10.02
hereof, for definitive Securities of such series having identical terms and
provisions, upon surrender of the temporary Securities of such series, at the
Company’s own expense and without charge to the Holder; and upon surrender for
cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series in
authorized denominations containing identical terms and provisions. Unless
otherwise specified as contemplated by Section 3.01 with respect to a temporary
Security in global form, until so exchanged, the temporary Securities of such
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     

    Section
3.05  Registration, Transfer and
Exchange.  With respect to the Securities of each series, the
Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which
shall provide for the registration of Securities of such series, and for
transfers of Securities of such series, in accordance with information to be
provided to the Trustee by the Company, subject to such reasonable regulations
as the Trustee may prescribe. Such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the information contained in such register or
registers shall be available for inspection at the Corporate Trust Office of the
Trustee or at such other office or agency to be maintained by the Company
pursuant to Section 10.02 hereof.

     

    Upon due
presentation for registration of transfer of any Security of any series at the
Corporate Trust Office of the Trustee or at any other office or agency
maintained by the Company with respect to that series pursuant to Section 10.02
hereof, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of such series of any authorized denominations, of like aggregate
principal amount, tenor, terms and Scheduled Maturity Date.

     

    Any other
provision of this Section 3.05 notwithstanding, unless and until it is exchanged
in whole or in part for the individual Securities represented thereby, in
definitive form, a Security in global form representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary, or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary, or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

     

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


    
      
         


      

      
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    If at any
time the Depositary for the Securities of a series represented by one or more
Securities in global form notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series, or if at any time the
Depositary for the Securities of such series shall no longer be eligible under
Section 3.03 hereof, the Company, by Company Order, shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company’s election pursuant to Section 3.01 that such
Securities be represented by one or more Securities in global form shall no
longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of an Authentication Order
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive form, in
authorized denominations, in an aggregate principal amount, and of like terms
and tenor, equal to the principal amount of the Security or Securities in global
form representing such series, in exchange for such Security or Securities in
global form.

     

    The
Company may at any time and in its sole discretion and subject to the procedures
of the Depositary determine that individual Securities of any series issued in
global form shall no longer be represented by such Security or Securities in
global form. In such event the Company will execute, and the Trustee, upon
receipt of an Authentication Order for the authentication and delivery of
definitive Securities of such series and of the same terms and tenor, will
authenticate and deliver Securities of such series in definitive form, in
authorized denominations, and in aggregate principal amount equal to the
principal amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

     

    If
specified by the Company pursuant to Section 3.01 with respect to a series of
Securities issued in global form, the Depositary for such series of Securities
may surrender a Security in global form for such series of Securities in
exchange in whole or in part for Securities of such series in definitive form
and of like terms and tenor on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee upon
receipt of an Authentication Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, without
service charge:

     

    (a)  to
each Person specified by such Depositary, a new definitive Security or
Securities of the same series and of the same tenor and terms, in authorized
denominations, in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Security in global form; and

     

    (b)  to
such Depositary, a new Security in global form in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in
global form and the aggregate principal amount of the definitive Securities
delivered to Holders pursuant to clause (a) above.

     

    Upon the
exchange of a Security in global form for Securities in definitive form, such
Security in global form shall be canceled by the Trustee or an agent of the
Company or the Trustee. Securities issued in definitive form in exchange for a
Security in global form pursuant to this Section 3.05 shall be registered in
such names and in such authorized denominations as the Depositary for such
Security in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Company
or the Trustee in writing. The Trustee or such agent shall deliver such
Securities to or as directed by the Persons in whose names such Securities are
so registered or to the Depositary.

     

    Whenever
any securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

     

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

     

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


    
      
         


      

      
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    Unless
otherwise provided in the Security to be transferred or exchanged, no service
charge shall be imposed for any registration of transfer or exchange of
Securities, but the Company may (unless otherwise provided in such Security)
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 and 11.07
hereof not involving any transfer.

     

    The
Company shall not be required to (i) issue, register the transfer of, or
exchange any Security of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of such series selected for redemption under Section 11.03 and ending
at the close of business on the date of such mailing, or (ii) register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed.

     

    Section
3.06  Mutilated, Destroyed, Lost
and Stolen Securities.  If (i) any mutilated Security is
surrendered to the Trustee, or the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and (ii)
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company may in its discretion execute and upon request
of the Company the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security
of like tenor, terms, series, Scheduled Maturity Date, and principal amount,
bearing a number not contemporaneously outstanding.

     

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

     

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

     

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

     

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

     

    Section
3.07  Payment of Interest;
Interest Rights Preserved.  Interest on any Security which is
payable and is punctually paid or duly provided for on any Interest Payment Date
shall, if so provided in such Security, be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the applicable Record Date, notwithstanding any transfer or exchange
of such Security subsequent to such Record Date and prior to such Interest
Payment Date. (unless such Interest Payment Date is also the date of Maturity of
such Security).

     

    Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the applicable Record
Date by virtue of his having been such Holder; and, except as hereinafter
provided, such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (a) or clause (b) below:


    
      
         


      

      
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    (a)  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names any such Securities (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security 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 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to the Holder of each
such Security at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b).

     

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

     

    Interest
on Securities of any series that bear interest may be paid by mailing a check to
the address of the Person entitled thereto at such address as shall appear in
the Securities Register for such series or by such other means as may be
specified in the form of such Security.

     

    Subject
to the foregoing provisions of this Section 3.07 and the provisions of Section
3.05 hereof, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

     

    Section
3.08  Persons Deemed
Owners.  Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee, and any agent of the Company
or the Trustee may treat the Person in whose name any Security is registered on
the applicable Record Date(s) as the owner of such Security for the purpose of
receiving payment of principal, premium, if any, interest, if any (subject to
Sections 3.05 and 3.07 hereof), and any additional amounts payable with respect
to such Security, and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee, nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     

    None of
the Company, the Trustee, any Authenticating Agent, any Paying Agent, the
Security Registrar, or any Co-Security 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 Security in global form or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests and each of them may act or refrain from acting without
liability on any information relating to such records provided by the
Depositary.

     

    Section
3.09  Cancellation.  All
Securities surrendered for payment, redemption, registration of transfer,
exchange, or credit against a sinking or analogous fund shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and, if not
already canceled, shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. Acquisition of such Securities by the Company shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation. No
Security shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. The Trustee shall dispose of all canceled Securities in accordance
with its customary procedures and deliver a certificate of such disposition to
the Company.

     

    Section
3.10  Computation of
Interest.  Unless otherwise provided as contemplated in Section
3.01, interest on the Securities shall be calculated on the basis of a 360-day
year of twelve 30-day months.


    
      
         


      

      
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    ARTICLE
IV

    SATISFACTION
AND DISCHARGE

     

    Section
4.01  Satisfaction and Discharge
of Indenture.  This Indenture shall cease to be of further
effect with respect to any series of Securities (except as to any surviving
rights of conversion or transfer or exchange of Securities of such series
expressly provided for herein or in the form of Security for such series and
obligations described as surviving below), and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series,
when

     

    (a)  either

     

    (i)  all
Securities of that series theretofore authenticated and delivered (other than
(A) Securities of such series which have been destroyed, lost, or stolen and
which have been replaced or paid as provided in Section 3.06, and (B) Securities
of such series for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 4.07) have been
delivered to the Trustee canceled or for cancellation; or

     

    (ii)  all
such Securities of that series not theretofore delivered to the Trustee canceled
or for cancellation

     

    (A)  have
become due and payable, or

     

    (B)  will,
in accordance with their Scheduled Maturity Date, become due and payable within
one year, or

     

    (C)  are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and, in any of the cases described in
subparagraphs (A), (B), or (C) above, the Company has irrevocably deposited or
caused to be deposited with the Trustee, as trust funds in trust for the
purpose, (x) an amount in money sufficient, (y) U.S. Government Obligations or
Equivalent Government Securities which through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money sufficient, or (z)
a combination of (x) and (y) sufficient, in the opinion with respect to (y) and
(z) of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and
discharge the entire indebtedness on such Securities with respect to principal,
premium, if any, and interest, if any, to the date of such deposit (in the case
of Securities which have become due and payable), or to the Scheduled Maturity
Date or Redemption Date, as the case may be; provided, however , that if such
U.S. Government Obligations or Equivalent Government Securities are callable or
redeemable at the option of the issuer thereof, the amount of such money, U.S.
Government Obligations, and Equivalent Government Securities deposited with the
Trustee must be sufficient to pay and discharge the entire indebtedness referred
to above if such issuer elects to exercise such call or redemption provisions at
any time prior to the Scheduled Maturity Date or Redemption Date, as the case
may be, and the Company, but not the Trustee, shall be responsible for
monitoring any such call or redemption provision; and

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company under paragraph (a) of this Section
4.01 and its obligations to the Trustee with respect to that series under
Section 6.07 shall survive, and the obligations of the Trustee under Sections
4.05, 4.07 and 10.03 shall survive.


    
      
         


      

      
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    Section
4.02  Discharge and
Defeasance.  The provisions of this Section and Section 4.04
(insofar as relating to this Section) shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution or indenture
supplemental hereto provided pursuant to Section 3.01. In addition to discharge
of this Indenture pursuant to Section 4.01, in the case of any series of
Securities with respect to which the exact amount described in subparagraph (a)
of Section 4.04 can be determined at the time of making the deposit referred to
in such subparagraph (a), the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Securities of such a series as
provided in this Section on and after the date the conditions set forth in
Section 4.04 are satisfied, and the provisions of this Indenture with respect to
the Securities of such series shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Securities of such series,
(ii) substitution of mutilated, destroyed, lost or stolen Securities of such
series, (iii) rights of Holders of Securities of such series to receive, solely
from the trust fund described in subparagraph (a) of Section 4.04, payments of
principal thereof, premium, if any, and interest, if any, thereon upon the
original stated due dates or upon the Redemption Dates therefor (but not upon
acceleration), and remaining rights of the Holders of Securities of such series
to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) this Section
4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the rights of the
Holders of Securities of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them)
(hereinafter called “Defeasance”), and the Trustee
at the cost and expense of the Company, shall execute proper instruments
acknowledging the same.

     

    Section
4.03  Covenant
Defeasance.  The provisions of this Section and Section 4.04
(insofar as relating to this Section) shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution or indenture
supplemental hereto provided pursuant to Section 3.01. In the case of any series
of Securities with respect to which the exact amount described in subparagraph
(a) of Section 4.04 can be determined at the time of making the deposit referred
to in such subparagraph (a), (i) the Company shall be released from its
obligations under any covenants specified in or pursuant to Section 3.01 as
being subject to Covenant Defeasance with respect to such series (except as to
(a) rights of registration of transfer and exchange of Securities of such series
and rights under Section 4.07, Section 10.02 and Section 10.03, (b) substitution
of mutilated, destroyed, lost or stolen Securities of such series, (c) rights of
Holders of Securities of such series to receive, from the Company pursuant to
Section 10.01, payments of principal thereof and interest, if any, thereon upon
the original stated due dates or upon the Redemption Dates therefor (but not
upon acceleration), and remaining rights of the Holders of Securities of such
series to receive mandatory sinking fund payments, if any, (d) the rights,
obligations, duties and immunities of the Trustee hereunder and (e) the rights
of the Holders of Securities of such series as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them),
and (ii) the occurrence of any event specified in Section 5.01(d) (with respect
to any of the covenants specified in or pursuant to Section 3.01 as being
subject to Covenant Defeasance with respect to such series) shall be deemed not
to be or result in a default or an Event of Default, in each case with respect
to the Outstanding Securities of such series as provided in this Section on and
after the date the conditions set forth in Section 4.04 are satisfied
(hereinafter called “Covenant
Defeasance”), and the Trustee at the cost and expense of the Company,
shall execute proper instruments acknowledging the same. For this purpose, such
Covenant Defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant (to the extent so specified in the case of Section 5.01(d)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document, but the remainder of this
Indenture and the Securities of such series shall be unaffected
thereby.

     

    Section
4.04  Conditions To Defeasance Or
Covenant Defeasance.  The following shall be the conditions to
application of either Section 4.02 or Section 4.03 to the Outstanding
Securities:

     

    (a)  with
reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of Securities of such series (i) money in an amount, or (ii) U.S.
Government Obligations or Equivalent Government Securities which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the
opinion (with respect to (ii) and (iii)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund payments) of, premium, if any, and interest
on, the Outstanding Securities of such series on the dates such installments of
interest, premium or principal are due, including upon redemption; provided,
however, that if such U.S. Government Obligations and Equivalent Government
Securities are callable or redeemable at the option of the issuer thereof, the
amount of such money, U.S. Government Obligations, and/or Equivalent Government
Securities deposited with the Trustee must be sufficient to pay and discharge
the entire indebtedness referred to above if the issuer of any such U.S.
Government Obligations or Equivalent Government Securities elects to exercise
such call or redemption provisions at any time prior to the Scheduled Maturity
Date or Redemption Date of such Securities, as the case may be. The Company, but
not the Trustee, shall be responsible for monitoring any such call or redemption
provision.


    
      
         


      

      
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    (b)  in
the case of Defeasance under Section 4.02, the Company has delivered to the
Trustee an Opinion of Counsel based on the fact that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (y) since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit, Defeasance and discharge had not
occurred;

     

    (c)  in
the case of Covenant Defeasance under Section 4.03, the Company has delivered to
the Trustee an Opinion of Counsel to the effect that, and such opinion shall
confirm that, the Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and Covenant Defeasance and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case
if such deposit and Covenant Defeasance had not occurred;

     

    (d)  no
Event of Default or event which, with notice or lapse of time or both, would
become an Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit, after giving effect
to such deposit or, in the case of a Defeasance under Section 4.02, no Event of
Default specified in Section 5.01(e) or Section 5.01(f) shall have occurred, at
any time during the period ending on the 91st day after the date of such deposit
or, if longer, ending on the day following the expiration of the longest
preference period applicable to the Company in respect of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period);

     

    (e)  such
Defeasance or Covenant Defeasance will not cause the Trustee to have a
conflicting interest within the meaning of the TIA, assuming all Securities of a
series were in default within the meaning of the TIA;

     

    (f)  such
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any agreement or instrument to which the Company
is a party or by which it is bound;

     

    (g)  such
Defeasance or Covenant Defeasance will not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, as amended, unless the trust is registered under such Act
or exempt from registration;

     

    (h)  if
the Securities of such series are to be redeemed prior to their Stated Maturity
Date (other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee shall have been made;
and

     

    (i)  the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
herein relating to such Defeasance or Covenant Defeasance, as the case may be,
have been complied with.

     

    Section
4.05  Application of Trust Money;
Excess Funds.  All money and U.S. Government Obligations or
Equivalent Government Securities (including the proceeds thereof) deposited with
the Trustee pursuant to Section 4.01 or Section 4.04 hereof shall be held in
trust and applied by it, in accordance with the provisions of this Indenture and
of the series of Securities in respect of which it was deposited, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest, if any, for
whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by
law.

     

    The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or U.S. Government Obligations or
Equivalent Government Securities deposited pursuant to Section 4.01 or Section
4.04 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the Outstanding Securities.


    
      
         


      

      
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    Anything
in this Article 4 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Governmental Obligations or Equivalent Government Securities held by it as
provided in Section 4.01 or Section 4.04 which, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public
accountants, expressed in a written certification thereof delivered to the
Trustee, (which may be the opinion delivered under Section 4.01 or Section 4.04,
as applicable), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent satisfaction and discharge, Covenant
Defeasance or Defeasance of the applicable series.

     

    Section
4.06  Paying Agent to Repay Moneys
Held.  Upon the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent of the Securities (other than the
Trustee) shall, upon demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

     

    Section
4.07  Return of Unclaimed
Amounts.  Any amounts deposited with or paid to the Trustee or
any Paying Agent or then held by the Company, in trust for payment of the
principal of, premium, if any, or interest, if any, on the Securities and not
applied but remaining unclaimed by the Holders of such Securities for two years
after the date upon which the principal of, premium, if any, or interest, if
any, on such Securities, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee on Company Request or (if then
held by the Company) shall be discharged from such trust; and the Holder of any
of such Securities shall thereafter look only to the Company for any payment
which such Holder may be entitled to collect (until such time as such unclaimed
amounts shall escheat, if at all, to the State of New York) and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease.
Notwithstanding the foregoing, the Trustee or Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once a week for two successive weeks (in each case on any day of
the week) in a newspaper printed in the English language and customarily
published at least once a day at least five days in each calendar week and of
general circulation in the Borough of Manhattan, in the City and State of New
York, a notice that said amounts have not been so applied and that after a date
named therein any unclaimed balance of said amounts then remaining will be
promptly returned to the Company.

     

    ARTICLE
V

    ARTICLE
V REMEDIES

     

    Section
5.01  Events of
Default.  “Event of Default”, wherever
used herein, means with respect to any series of Securities any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless such event is either
inapplicable to a particular series or it is specifically deleted or modified in
the manner contemplated by Section 3.01:

     

    (a)  default
in the payment of any interest on any Security of such series when it becomes
due and payable, and continuance of such default for a period of 30 days;
or

     

    (b)  default
in the payment of the principal amount of (or premium, if any, on) any Security
of such series as and when the same shall become due, either at Maturity, upon
redemption, by declaration, or otherwise; or

     

    (c)  default
in the payment of any sinking or purchase fund or analogous obligation when the
same becomes due by the terms of the Securities of such series and continuance
of such default for a period of 30 days; or

     

    (d)  default
in the performance or breach of any covenant or warranty of the Company in this
Indenture in respect of the Securities of such series (other than a covenant or
warranty in respect of the Securities of such series a default in the
performance of which or the breach of which is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period
of 60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in the principal amount of the Outstanding Securities of such series,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;
or

     

    
      
        
        

      

      
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    (e)  the
entry of an order for relief against the Company under the Federal Bankruptcy
Act by a court having jurisdiction in the premises or a decree or order by a
court having jurisdiction in the premises adjudging the Company a bankrupt or
insolvent under any other applicable Federal or State law, or the entry of a
decree or order approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under the
Federal Bankruptcy Code or any other applicable Federal or State law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 90 consecutive
days; or

     

    (f)  the
consent by the Company to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any other
applicable Federal or State law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

     

    (g)  any
other Event of Default provided for with respect to the Securities of such
series in accordance with Section 3.01.  A default under any
indebtedness of the Company other than the Securities will not constitute an
Event of Default under this Indenture, and a default under one series of
Securities will not constitute a default under any other series of Securities.
The Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer at the Corporate Trust Office has actual knowledge
thereof.

     

    Section
5.02  Acceleration of Maturity;
Rescission, and Annulment.  If any Event of Default described
in Section 5.01 above (other than Events of Default described in Section 5.01(e)
and Section 5.01(f)) shall have occurred and be continuing with respect to any
series, then and in each and every such case, unless the principal of all the
Securities of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 51% in aggregate principal amount of the
Securities of such series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series and any and all
accrued interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, any
provision of this Indenture or the Securities of such series to the contrary
notwithstanding. If an Event of Default specified in Section 5.01(e) or Section
5.01(f) occurs, the principal amount of the Securities of such series and any
and all accrued interest thereon shall immediately become and be due and payable
without any declaration or other act on the party of the Trustee or any Holder.
No declaration of acceleration by the Trustee with respect to any series of
Securities shall constitute a declaration of acceleration by the Trustee with
respect to any other series of Securities, and no declaration of acceleration by
the Holders of at least 51% in aggregate principal amount of the Outstanding
Securities of any series shall constitute a declaration of acceleration or other
action by any of the Holders of any other series of Securities, in each case
whether or not the Event of Default on which such declaration is based shall
have occurred and be continuing with respect to more than one series of
Securities, and whether or not any Holders of the Securities of any such
affected series shall also be Holders of Securities of any other such affected
series.

     

    At any
time after such a declaration of acceleration has been made with respect to the
Securities of any series and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of not less than a majority of the aggregate principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if all Events of Default with respect to such series of Securities,
other than the nonpayment of the principal of the Securities of such series
which have become due solely by such acceleration, have been cured or waived as
provided in Section 5.13, if such cure or waiver does not conflict with any
judgment or decree set forth in Section 5.01(e) and Section 5.01(f) and if all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel have
been paid.

     

    
      
        
        

      

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

     

    Section
5.03  Collection of Indebtedness
and Suits for Enforcement by Trustee.  The Company covenants
that if:

     

    (a)  default
is made in the payment of any installment of interest on any Security of any
series when such interest becomes due and payable, or

     

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

     

    (c)  default
is made in the payment of any sinking or purchase fund or analogous obligation
when the same becomes due by the terms of the Securities of any series,
and

     

    (d)  any
such default continues for any period of grace provided in relation to such
default pursuant to Section 5.01, then, with respect to the Securities of such
series, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holder of any such Security (or the Holders of any such series in the
case of clause (c) above), the whole amount then due and payable on any such
Security (or on the Securities of any such series in the case of clause (c)
above) for principal (and premium, if any) and interest, if any, with interest
(to the extent that payment of such interest shall be legally enforceable) upon
the overdue principal (and premium, if any) and upon overdue installments of
interest, if any, at such rate or rates as may be prescribed therefor by the
terms of any such Security (or of Securities of any such series in the case of
clause (c) above); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section
6.07.

     

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

     

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

     

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

     

    (a)  to
file and prove a claim for the whole amount of principal (or, with respect to
Original Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities), premium, if any, and interest, if
any, owing and unpaid in respect of the Securities, and to file such other
papers or documents as may be necessary and advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements, and advances of the Trustee, its agents and counsel,
and all other amounts due the Trustee under Section 6.07) and of the
Securityholders allowed in such judicial proceedings, and

     

    (b)  to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Securityholder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Securityholders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee and its agent and counsel, and any other amounts due the Trustee
under Section 6.07 hereof.

     

    
      
        
        

      

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

     

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

     

    Section
5.06  Application of Money
Collected.  Any money collected by the Trustee with respect to
a series of Securities pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, if any, upon presentation of the Securities of such series and the
notation thereon of the payment, if only partially paid, and upon surrender
thereof, if fully paid:

     

    First: To the payment
of all amounts due the Trustee under Section 6.07 hereof.

     

    Second: To the
payment of the amounts then due and unpaid upon the Securities of that series
for principal, premium, if any, interest, if any, and additional amounts, if
any, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind.

     

    Section
5.07  Limitation on
Suits.  No Holder of any Security of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

     

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

     

    (b)  the
Holders of not less than 51 % in principal amount of the Outstanding Securities
of such series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

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

     

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

     

    (e)  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of such series; it being understood and intended that
no one or more Holders of Securities of such series shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Holders of Securities of
such series, or to obtain or to seek to obtain priority or preference over any
other such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and proportionate benefit of all the
Holders of all Securities of such series.

     

    
      
        
        

      

      
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    Section
5.08  Unconditional Right of
Securityholders to Receive Principal, Premium, and
Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal, premium, if any, and
(subject to Section 3.07) interest, if any, (and additional amounts, if any) on
such Security on or after the respective payment dates expressed in such
Security (or, in the case of redemption or repayment, on the Redemption Date or
Repayment Date, as the case may be) and to institute suit for the enforcement of
any such payment on or after such respective date, and such right shall not be
impaired or affected without the consent of such Holder.

     

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

     

    Section
5.10  Rights and Remedies
Cumulative.  No right or remedy herein conferred upon or
reserved to the Trustee or to the Securityholders is intended to be exclusive of
any other right or remedy, and every right or remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     

    Section
5.11  Delay or Omission Not
Waiver.  No delay or omission of the Trustee or of any Holder
of any Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Securityholders, as the case may be.

     

    Section
5.12  Control by
Securityholders.  The Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, provided that

     

    (a)  the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may
not lawfully be taken or would conflict with this Indenture or if the Trustee in
good faith shall, by a Responsible Officer, determine that the proceedings so
directed would involve it in personal liability or be unjustly prejudicial to
the Holders not taking part in such direction, and

     

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

     

    Section
5.13  Waiver of Past
Defaults.  The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may, on behalf of the Holders
of all the Securities of such series, waive any past default hereunder with
respect to such series and its consequences, except a default not theretofore
cured:

     

    (a)  in
the payment of principal, premium, if any, or interest, if any, on any Security
of such series, or in the payment of any sinking or purchase fund or analogous
obligation with respect to the Securities of such series, or

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    ARTICLE
VI

    THE
TRUSTEE

     

    Section
6.01  Certain Duties and
Responsibilities of Trustee.

     

    (a)  Except
during the continuance of an Event of Default with respect to any series of
Securities,

     

    (i)  the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of such
series, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

     

    (ii)  in
the absence of bad faith on its part, the Trustee may, with respect to
Securities of such series, conclusively rely upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform on their face to the requirements of this Indenture (but need not
confirm or investigate the accuracy of calculations or other facts stated
therein).

     

    (b)  If
an Event of Default with respect to any series of Securities actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise, with respect to the Securities of such series, 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.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (d)  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
6.02  Notice of
Defaults.  Within 90 days after receipt of notice of the
occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as
their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the
case of a default in the payment of the principal, premium, if any, or interest,
if any, on any Security of such series or in the payment of any sinking or
purchase fund installment or analogous obligation with respect to 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 trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Securityholders
of such series and; provided, further, that, in the case of
any default of the character specified in Section 5.01(d) with respect to
Securities of such series, no such notice to Securityholders of such series
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term “default”, with respect to
Securities of any series, means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series.

     

    Section
6.03  Certain Rights of
Trustee.  Except as otherwise provided in Section 6.01
above:

     

    (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 or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     

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

     

    (c)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate or Opinion of Counsel or both, and shall not be liable for any
action it takes or omits to take in good faith reliance on such certificate or
opinion;

     

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

     

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

     

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

     

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

     

    Section
6.04  Not Responsible for Recitals
or Issuance of Securities.  The recitals contained herein and
in the Securities, except the certificates of authentication, shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    
      
        
        

      

      
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    Section
6.05  May Hold
Securities.  The Trustee or any Paying Agent, Security
Registrar, or other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13 hereof, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar, or such
other agent.

     

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

     

    Section
6.07  Compensation and
Reimbursement.  The Company covenants and agrees

     

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

     

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

     

    (c)  to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     

    Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(e) and Section 5.01(f) above, such expenses
(including the reasonable charges and expenses of its counsel) and compensation
for such services are intended to constitute expenses of administration under
any applicable Federal or State bankruptcy, insolvency, reorganization, or other
similar law.

     

    The
Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by it as such for any amount owing to it or any predecessor
Trustee pursuant to this Section 6.07, except with respect to funds held in
trust for the benefit of the Holders of particular Securities.

     

    The
provisions of this Section shall survive the satisfaction and discharge of this
Indenture.

     

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

     

    Section
6.09  Corporate Trustee Required;
Eligibility.  There shall at all times be a Trustee hereunder
with respect to each series of Securities that shall be a corporation organized
and doing business under the laws of the United States of America or of any
State or Territory thereof or of the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal or
State authority and having its principal office and place of business in the
City of New York, if there be such a corporation having its principal office and
place of business in said City and willing to act as Trustee on customary and
usual terms. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee with respect to any series of Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     

    
      
        
        

      

      
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    Section
6.10  Resignation and Removal;
Appointment of Successor.

     

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

     

    (b)  The
Trustee may resign with respect to any one or more series of Securities at any
time by giving at least 60 days’ written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    (c)  The
Trustee may be removed with respect to any series of Securities at any time by
Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities
of that series, delivered to the Trustee and to the Company.

     

    (d)  If
at any time:

     

    (i)  the
Trustee shall fail to comply with Section 6.08 above with respect to any series
of Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Security of that series for
at least six months, or

     

    (ii)  the
Trustee shall cease to be eligible under Section 6.09 above with respect to any
series of Securities and shall fail to resign after written request therefor by
the Company or by any such Securityholder, or

     

    (iii)  the
Trustee shall become incapable of acting with respect to any series of
Securities, or

     

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

     

    then, in
any such case (A) the Company may remove the Trustee, with respect to the series
or, in the case of clause (iv), with respect to all series, or (B) subject to
Section 5.14, any Securityholder who has been a bona fide Holder of a Security
of such series for at least 6 months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee with respect to the
series or, in the case of clause (iv), with respect to all series.

     

    (e)  If
the Trustee shall resign, be removed or become incapable of acting with respect
to any series of Securities, or if a vacancy shall occur in the office of
Trustee with respect to any series of Securities for any cause, the Company
shall promptly appoint a successor Trustee for that series of Securities. If,
within one year after such resignation, removal or incapacity, or the occurrence
of such vacancy, a successor Trustee with respect to such series of Securities
shall be appointed by Act of the Holders of 66 2/3% in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to such series
and supersede the successor Trustee appointed by the Company with respect to
such series. If no successor Trustee with respect to such series shall have been
so appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, any Securityholder who has been
bona fide Holder of a Security of that series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.

     

    (f)  The
Company shall give notice of each resignation and each removal of the Trustee
with respect to any series and each appointment of a successor Trustee with
respect to any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Securities of that series as their
names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee and the address of its principal Corporate
Trust Office.

     

    
      
        
        

      

      
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    Section
6.11  Acceptance of Appointment by
Successor.  Every successor Trustee appointed hereunder with
respect to all series of Securities shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee
shall become effective, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee with respect to any such series; but, on
request of the Company or the successor Trustee, such predecessor Trustee shall,
upon payment of its reasonable charges, if any, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the predecessor Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such predecessor
Trustee hereunder.

     

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

     

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

     

    No
successor Trustee with respect to any series of Securities shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible with respect to that series under this
Article.

     

    Notwithstanding
replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 6.07 hereof shall continue for the benefit of the retiring
Trustee.

     

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

     

    Section
6.13  Preferential Collection of
Claims Against Company.  If and when the Trustee shall be or
shall become a creditor, of the Company (or of any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or against
any such other obligor, as the case may be).

     

    
      
        
        

      

      
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    Section
6.14  Appointment of
Authenticating Agent.  At any time when any of the Securities
remain Outstanding the Trustee, with the approval of the Company, may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as an Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

     

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

     

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

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

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

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned
Indenture.  [           ],
as Trustee

     

    By:

    As
Authenticating Agent:

     

    By:

    Authorized
Officer:

     

    
      
        
        

      

      
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    ARTICLE
VII

    SECURITYHOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    Section
7.01  Company to Furnish Trustee
Names and Addresses of Securityholders.  The Company will
furnish or cause to be furnished to the Trustee:

     

    (a)  semiannually,
not more than 15 days after January 1 and July 1 in each year, in such form as
the Trustee may reasonably require, a list of the names and addresses of the
Holders of Securities of each series as of such date, and

     

    (b)  at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished,
provided that if the Trustee shall be the Security Registrar for such series,
such list shall not be required to be furnished.

     

    Section
7.02  Preservation of Information;
Communications to Securityholders.

     

    (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Securities contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and addresses
of Holders of Securities received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     

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

     

    (i)  afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a), or

     

    (ii)  inform
such applicants as to the approximate number of Holders of Securities of such
series or all Securities, as the case may be, whose names and addresses appear
in the information preserved at the time by the Trustee in accordance with
Section 7.02(a), and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any, specified in
such application.

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder of a Security of such series or to all Securityholders, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.02 (a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or all Securityholders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all Securityholders of such series or all Securityholders, as
the case may be, with reasonable promptness after the entry of such order and
the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     

    (c)  Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.02(b).

     

    
      
        
        

      

      
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    Section
7.03  Reports by
Trustee.

     

    (a)  The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days
after each June 1 following the date of this Indenture, deliver to each Holder,
as provided in Trust Indenture Act Section 313(c), a brief report dated as of
such June 1, which complies with the provisions of such Section
313(a).

     

    (b)  A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company as required by Trust Indenture
Act Section 313(d). The Company will promptly notify the Trustee when any
Securities are listed on any stock exchange.

     

    Section
7.04  Reports by
Company.  The Company will:

     

    (a)  file
with the Trustee, within 30 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant to
either of said Sections, then it will file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

     

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

     

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

     

    ARTICLE
VIII

    CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER

     

    Section
8.01  Company May Consolidate,
etc., Only on Certain Terms.  The Company shall not consolidate
with or merge into any other corporation or convey or transfer all or
substantially all of its properties and assets and the properties and assets of
the Subsidiaries, taken as a whole, to any Person, unless;

     

    (a)  either
the Company shall be the continuing corporation, or the corporation formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer all or substantially all of the properties
and assets of the Company and the Subsidiaries, taken as a whole, shall be a
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal,
premium, if any, and interest, if any, on all the Securities and the performance
of every covenant of this Indenture on the part of the Company to be performed
or observed;

     

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

     

    (c)  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, conveyance or
transfer and any assumption permitted or required by this Article complies with
the provisions of this Article.

     

    
      
        
        

      

      
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    Section
8.02  Successor Corporation
Substituted.  Upon any consolidation or merger, or any
conveyance or transfer of all or substantially all of the properties and assets
of the Company in accordance with Section 8.01, the successor corporation formed
by such consolidation or into which the Company is merged or the Person to which
such conveyance or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor corporation had been named as the Company
herein and the Company shall thereupon be released from all obligations
hereunder and under the Securities. Such successor corporation thereupon may
cause to be signed and may issue any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, 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
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

     

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

     

    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01  Supplemental Indentures
Without Consent of Securityholders.  Without the consent of the
Holders of any Securities, the Company and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of execution thereof), in form satisfactory to the Trustee, for any of the
following purposes:

     

    (a)  to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by any such successor of the covenants,
agreements and obligations of the Company pursuant to Article 8 hereof;
or

     

    (b)  to
add to the covenants of the Company such further covenants, restrictions or
conditions for the protection of the Holders of the Securities of any or all
series as the Company and the Trustee shall consider to be for the protection of
the Holders of the Securities of any or all series or to surrender any right or
power herein conferred upon the Company (and if such covenants or the surrender
of such right or power are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included or such
surrenders are expressly being made solely for the benefit of one or more
specified series); or

     

    (c)  to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or in any supplemental indenture,
or to make any other provisions with respect to matters or questions arising
under this Indenture that do not adversely affect the interests of the Holders
of Securities of any series in any material respect; or

     

    (d)  to
add to this Indenture such provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to in Section
316(a)(2) of the Trust Indenture Act as in effect at the date as of which this
instrument is executed or any corresponding provision in any similar federal
statute hereafter enacted; or

     

    (e)  to
add guarantors or co-obligors with respect to any series of Securities;
or

     

    (f)  to
secure any series of Securities; or

     

    (g)  to
establish any form of Security, as provided in Article 2 hereof, and to provide
for the issuance of any series of Securities, as provided in Article 3 hereof,
and to set forth the terms thereof, and/or to add to the rights of the Holders
of the Securities of any series; or

     

    
      
        
        

      

      
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    (h)  to
evidence and provide for the acceptance of appointment by another corporation as
a successor Trustee hereunder with respect to one or more series of Securities
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to Section 6.11 hereof;
or

     

    (i)  to
add any additional Events of Default in respect of the Securities of any or all
series (and if such additional Events of Default are to be in respect of less
than all series of Securities, stating that such Events of Default are expressly
being included solely for the benefit of one or more specified series);
or

     

    (j)  to
comply with the requirements of the Commission in connection with the
qualification of this Indenture under the Trust Indenture Act; or

     

    (k)  to
make any change in any series of Securities that does not adversely affect in
any material respect the interests of the Holders of such
Securities.

     

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

     

    (a)  change
the Scheduled Maturity Date or the stated payment date of any payment of premium
or interest payable on any Security, or reduce the principal amount thereof, or
any amount of interest or premium payable thereon, or

     

    (b)  change
the method of computing the amount of principal of any Security or any interest
payable thereon on any date, or change any Place of Payment where, or the coin
or currency in which, any Security or any payment of premium or interest thereon
is payable, or

     

    (c)  impair
the right to institute suit for the enforcement of any payment described in
clauses (a) or (b) on or after the same shall become due and payable, whether at
Maturity or, in the case of redemption or repayment, on or after the Redemption
Date or the Repayment Date, as the case may be; or

     

    (d)  change
or waive the redemption or repayment provisions of any series;

     

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

     

    (f)  modify
any of the provisions of this Section or Section 5.13, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however , that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections
6.11 and 9.01(h); or

     

    (g)  adversely
affect the ranking or priority of any series;

     

    (h)  release
any guarantor or co-obligor from any of its obligations under its guarantee of
the Securities or this Indenture, except in compliance with the terms of this
Indenture; or

     

    (i)  waive
any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section
5.01(c) hereof with respect to such Security.

     

    
      
        
        

      

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

     

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

     

    Section
9.03  Execution of Supplemental
Indentures.  Upon request of the Company and upon filing with
the Trustee of evidence of an Act of Securityholders as aforementioned, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
powers, trusts, 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. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this
Indenture.

     

    Section
9.04  Effect of Supplemental
Indentures.  Upon the execution of any supplemental indenture
under this Article, this Indenture shall be and be deemed to be modified and
amended in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and the respective rights, limitation
of rights, duties, powers, trusts and immunities under this Indenture of the
Trustee, the Company, and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be determined, exercised and
enforced thereunder to the extent provided therein.

     

    Section
9.05  Conformity With Trust
Indenture Act.  Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act as
then in effect.

     

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

     

    ARTICLE
X

    COVENANTS

     

    Section
10.01  Payment of Principal,
Premium and Interest.  With respect to each series of
Securities, the Company will duly and punctually pay or cause to be paid the
principal, premium, if any, and interest, if any, on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in the Indenture for the
benefit of the Securities of such series.

     

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

     

    
      
        
        

      

      
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    Section
10.03  Money or Security Payments
to Be Held in Trust.  If the Company shall at any time act as
its own Paying Agent for any series of Securities, it will, on or before each
due date of the principal, premium, if any, or interest, if any, on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Holders of the Securities of such series a sum sufficient to pay such principal,
premium, or interest so becoming due until such sums shall be paid to such
Holders of such Securities or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

     

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

     

    The
Company will cause each Paying Agent other than the Trustee for any series of
Securities to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will

     

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

     

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

     

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

     

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

     

    Section
10.04  Certificate to
Trustee.  The Company will deliver to the Trustee within 120
days after the end of each fiscal year, an Officers’ Certificate, one of whose
signatories shall be the Company’s principal executive, accounting or financial
officer, stating that in the course of the performance by the signers of their
duties as officers of the Company they would normally have knowledge of any
default by the Company in the performance of any of its covenants, conditions or
agreements contained herein (without regard to any period of grace or
requirement of notice provided hereunder), stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof.

     

    Section
10.05  Corporate
Existence.  Subject to Article 8 the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence.

     

    ARTICLE
XI

    REDEMPTION
OF SECURITIES

     

    Section
11.01  Applicability of
Article.  The Company may reserve the right to redeem and pay
before the Scheduled Maturity Date all or any part of the Securities of any
series, either by optional redemption, sinking or purchase fund or analogous
obligation or otherwise, by provision therefor in the form of Security for such
series established and approved pursuant to Section 2.02 and 2.03 or as
otherwise provided in Section 3.01, and on such terms as are specified in such
form or in the indenture supplemental hereto with respect to Securities of such
series as provided in Section 3.01. Redemption of Securities of any series shall
be made in accordance with the terms of such Securities and, to the extent that
this Article does not conflict with such terms, the succeeding Sections of this
Article.

     

    
      
        
        

      

      
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    Section
11.02  Election to Redeem; Notice
to Trustee.  In case of any redemption at the election of the
Company, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee)
notify the Trustee in writing of such Redemption Date and of the principal
amount of Securities of such series to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction or condition.

     

    Section
11.03  Selection by Trustee of
Securities to be Redeemed.  If fewer than all the Securities of
any series are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate, which may include
provision for the selection for redemption of portions of the principal of
Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such
series.

     

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

     

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

     

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

     

    All
notices of redemption shall state:

     

    (1)  the
Redemption Date;

     

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

     

    (3)  if
fewer than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed, from the Holder to whom the notice is
given and that on and after the date fixed for redemption, upon surrender of
such Security, a new Security or Securities of the same series in the aggregate
principal amount equal to the unredeemed portion thereof will be issued in
accordance with Section 11.07;

     

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

     

    (5)  the
place where such Securities are to be surrendered for payment of the Redemption
Price, which shall be the office or agency maintained by the Company in the
Place of Payment pursuant to Section 10.02 hereof; and

     

    (6)  that
the redemption is on account of a sinking or purchase fund, or other analogous
obligation, if that be the case.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, made at least five business
days prior to the date on which notice is to be given, by the Trustee in the
name and at the expense of the Company.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    Section
11.05  Deposit of Redemption
Price.  On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money, in immediately available funds, sufficient to pay the
Redemption Price of all the Securities which are to be redeemed on that
date.

     

    Section
11.06  Securities Payable on
Redemption Date.  Notice of Redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified and from and
after such date (unless the Company shall default in the payment of the
Redemption Price) such Securities shall cease to bear interest. Upon surrender
of such Securities for redemption in accordance with the notice, such Securities
shall be paid by the Company at the Redemption Price. Any installment of
interest due and payable on or prior to the Redemption Date shall be payable to
the Holders of such Securities registered as such on the relevant Record Date
according to the terms and the provisions of Section 3.07 above; unless, with
respect to an Interest Payment Date that falls on a Redemption Date, such
Securities provide that interest due on such date is to be paid to the Person to
whom principal is payable.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security, or as otherwise provided in such
Security.

     

    Section
11.07  Securities Redeemed in
Part.  Any Security that is to be redeemed only in part shall
be surrendered at the office or agency maintained by the Company in the Place of
Payment pursuant to Section 10.02 hereof with respect to that series (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge and at the expense of the
Company, a new Security or Securities of the same series, tenor, terms and
Scheduled Maturity Date, of any authorized denomination as requested by such
Holders in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

     

    Section
11.08  Provisions with Respect to
any Sinking Funds.  Unless the form or terms of any series of
Securities shall provide otherwise, in lieu of making all or any part of any
mandatory sinking fund payment with respect to such series of Securities in
cash, the Company may at its option (a) deliver to the Trustee for cancellation
any Securities of such series theretofore acquired by the Company, or (b)
receive credit for any Securities of such series (not previously so credited)
acquired or redeemed by the Company (other than through operation of a mandatory
sinking fund) and theretofore delivered to the Trustee for cancellation, and if
it does so then (i) Securities so delivered or credited shall be credited at the
applicable sinking fund Redemption Price with respect to Securities of such
series, and (ii) on or before the 60th day next preceding each sinking fund
Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers’ Certificate specifying the portions of
such sinking fund payment to be satisfied by payment of cash and by the delivery
or credit of Securities of such series acquired or redeemed by the Company, and
(B) such Securities, to the extent not previously surrendered. Such Officers’
Certificate shall also state the basis for any such credit and that the
Securities for which the Company elects to receive credit have not been
previously so credited and were not acquired by the Company through operation of
the mandatory sinking fund, if any, provided with respect to such Securities and
shall also state that no Event of Default with respect to Securities of such
series has occurred and is continuing. All Securities so delivered to the
Trustee shall be canceled by the Trustee and no Securities shall be
authenticated in lieu thereof.

     

    If the
sinking fund payment or payments (mandatory or optional) with respect to any
series of Securities made in cash plus any unused balance of any preceding
sinking fund payments with respect to Securities of such series made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request), unless
otherwise provided by the terms of such series of Securities, that cash shall be
applied by the Trustee on the sinking fund Redemption Date with respect to
Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 11.06. The Trustee shall select, in the manner provided in
Section 11.03, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 11.04 (and with the
effect provided in Section 11.06) for the redemption of Securities in part at
the option of the Company. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Securities of such series shall be added to
the next cash sinking fund payment with respect to Securities of such series
received by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 11.08. Any and all sinking fund
moneys with respect to Securities of any series held by the Trustee at the
Maturity of Securities of such series, and not held for the payment or
redemption of particular Securities of such series, 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 Securities of such
series at Maturity.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    On or
before each sinking fund Redemption Date provided with respect to Securities of
any series, the Company shall pay to the Trustee in cash a sum equal to all
accrued interest, if any, to the date fixed for redemption on Securities to be
redeemed on such sinking fund Redemption Date pursuant to this Section
11.08.

     

    The
Trustee shall not redeem any Securities with sinking fund moneys or give any
notice of redemption of Securities by operation of the applicable sinking fund
during the continuance of a default in payment of interest on Securities of such
series or of any Event of Default with respect to such series, except that if
the notice of redemption of any Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Securities
if cash sufficient for that purpose shall be deposited with the Trustee for that
purpose in accordance with the terms of this Article 11. Except as aforesaid,
any moneys in the sinking fund with respect to Securities of any series at the
time when any such default or Event of Default with respect to such series shall
occur, and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default with respect to such series, be
held as security for the payment of all Securities of such series; provided,
however, that in case such default or Event of Default with respect to such
series shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date on which such moneys
may be applied pursuant to the provisions of this Section 11.08.

     

    ARTICLE
XII

    REPAYMENT
AT OPTION OF HOLDERS

     

    Section
12.01  Applicability of
Article.  Repayment of Securities of any series before their
Scheduled Maturity Date at the option of Holders thereof shall be made in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 3.01 for Securities of any series) in accordance with
this Article.

     

    Section
12.02  Repayment of
Securities.  Securities of any series subject to repayment in
whole or in part at the option of the Holders thereof will, unless otherwise
provided in the terms of such Securities, be repaid at a price equal to the
principal amount thereof, together with interest thereon accrued to the
Repayment Date specified in the terms of such Securities. On or before the
Repayment Date, the Company will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.03) an amount of money, in immediately available
funds, sufficient to pay the Repayment Price of all the Securities which are to
be repaid on such date.

     

    Section
12.03  Exercise of
Option.  Securities of any series subject to repayment at the
option of the Holders thereof will contain an “Option to Elect Repayment”
form on the reverse of such Securities. To be repaid at the option of the
Holder, any Security so providing for such repayment, with the “Option to Elect
Repayment” form on the reverse of such Security duly completed by the Holder,
must be received by the Company at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 30 days nor later than 15 days prior to the Repayment Date. If less
than the entire principal amount of such Security is to be repaid in accordance
with the terms of such Security, the principal amount of such Security to be
repaid, in increments of $1,000 unless otherwise specified in the terms of such
Security, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid must be specified. The principal amount of
any Security providing for repayment at the option of the Holder thereof may not
be repaid in part, if, following such repayment, the unpaid principal amount of
such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part. Except
as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option
by the Holder shall be irrevocable unless waived by the Company.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    Section
12.04  When Securities Presented
for Repayment Become Due and Payable.  If Securities of any
series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by the terms of
such Securities, such Securities or the portions thereof, as the case may be, to
be repaid shall become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such Repayment Date (unless
the Company shall default in the payment of such Securities on such Repayment
Date) interest on such Securities or the portions thereof, as the case may be,
shall cease to accrue.

     

    Section
12.05  Securities Repaid in
Part.  Upon surrender of any Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Security or Securities of the same series, tenor,
terms and Scheduled Maturity Date, of any authorized denomination specified by
the Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.

     

    (
signature page follows )

     

    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                	
                        CENTER
      BANCORP, INC.

                      
	 	 
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    Attest:

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        
          
            
              
                	
                        TRUSTEE

                      
	 	 
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    Attest:

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    State
of

    ss.:

    County
of

     

    On the
[   ] day
of  [          ],
20[  ] before me personally came
[              ]
to me known, who, being by me duly sworn, did depose and say that he resides at
[                                 ];
that he is of
[                             ],
one of the parties described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to that
instrument is such corporate seal; that it was affixed by authority of the board
of directors of said corporation; and that he signed his name thereto by like
authority.

     

    Name

     

    Notary
Public

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    State
of

    ss.:

    County
of

     

    On the
[   ] day of 
[          ], 20[  ]
before me personally came
[                          ],
to me known, who, being by me duly sworn, did depose and say that he resides
at  [                             ];
that he is the
[                     ]
of Center Bancorp, Inc., one of the parties described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to that instrument is such corporate seal; that it was affixed by
authority of the board of directors of said corporation; and that he signed his
name thereto by like authority.

     

    Name

     

    Notary
Public