Unassociated Document


    
      
         

        EXECUTION
VERSION

      

       

      
        

        

      

       

      OVERSEAS
SHIPHOLDING GROUP, INC.,

       

      as
Issuer


       

      AND


       

      THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

       

      as
Trustee


       

      INDENTURE


       

      Dated
as of March 29, 2010


       

      $300,000,000


       

      81⁄8%
Senior Notes Due 2018

       

      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    OVERSEAS
SHIPHOLDING GROUP, INC.

     

    Reconciliation
and tie between Sections 310 through 318, inclusive, of the

    Trust
Indenture Act of 1939 and this Indenture

     

    
      	
              Trust
      Indenture

              Act
      Sections

            	 	
              Indenture

              Section

            
	
              ss.310(a)(1)

            	 	
              6.09

            
	
              (a)(2)

            	
               

            	
              6.09

            
	
              (a)(3)

            	
               

            	
              Not
      Applicable

            
	
              (a)(4)

            	 	
              Not
      Applicable

            
	
              (b)

            	 	
              6.08,
      6.10

            
	
              ss.311  (a)

            	 	
              6.13

            
	
              (b)

            	 	
              6.13

            
	
              ss.312  (a)

            	 	
              7.01,
      7.02

            
	
              (b)

            	 	
              7.02

            
	
              (c)

            	 	
              7.02

            
	
              ss.313  (a)

            	 	
              7.03

            
	
              (b)

            	 	
              7.03

            
	
              (c)

            	 	
              7.03

            
	
              (d)

            	 	
              7.03

            
	
              ss.314 (a)

            	 	
              7.04

            
	
              (a)(4)

            	 	
              10.11

            
	
              (b)

            	 	
              Not
      Applicable

            
	
              (c)(1)

            	 	
              1.03

            
	
              (c)(2)

            	 	
              1.03

            
	
              (c)(3)

            	 	
              Not
      Applicable

            
	
              (d)

            	 	
              Not
      Applicable

            
	
              (e)

            	 	
              1.03

            
	
              ss.315  (a)

            	 	
              6.01

            
	
              (b)

            	 	
              6.02

            
	
              (c)

            	 	
              6.01,
      6.03

            
	
              (d)

            	 	
              6.01

            
	
              (d)(1)

            	 	
              6.01

            
	
              (e)

            	 	
              5.14

            
	
              ss.316  (a)

            	 	
              5.02,
      5.12, 5.13

            
	
              (a)(l)(A)

            	 	
              5.02,
      5.12

            
	
              (a)(l)(B)

            	 	
              5.13

            
	
              (a)(2)

            	 	
              Not
      Applicable

            
	
              (b)

            	 	
              5.08

            
	
              ss.317   (a)(1)

            	 	
              5.03

            
	
              (a)(2)

            	 	
              5.04

            
	
              (b)

            	 	
              10.03

            
	
              ss.318 (a)

            	 	
              1.08

            


    

     

    
      

    

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

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      
        	
              	 	
                Page

              	 
	
                ARTICLE I
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              	 	 	1	 
	 	 	 	 	 
	
                SECTION 1.01
      Definitions.

              	 	 	1	 
	
                SECTION 1.02
      Rules of Construction.

              	 	 	13	 
	
                SECTION 1.03
      Compliance Certificates and Opinions.

              	 	 	14	 
	
                SECTION 1.04
      Form of Documents Delivered to Trustee.

              	 	 	14	 
	
                SECTION 1.05
      Acts of Holders; Record Dates.

              	 	 	15	 
	
                SECTION 1.06
      Notices, Etc., to Trustee and Company.

              	 	 	17	 
	
                SECTION 1.07
      Notice to Holders; Waiver.

              	 	 	18	 
	
                SECTION 1.08
      Conflict with Trust Indenture Act.

              	 	 	19	 
	
                SECTION 1.09
      Effect of Headings and Table of Contents.

              	 	 	19	 
	
                SECTION 1.10
      Successors and Assigns.

              	 	 	19	 
	
                SECTION 1.11
      Separability Clause.

              	 	 	19	 
	
                SECTION 1.12
      Benefits of Indenture.

              	 	 	19	 
	
                SECTION 1.13
      Governing Law.

              	 	 	19	 
	
                SECTION 1.14
      Legal Holidays.

              	 	 	19	 
	
                SECTION 1.15
      Consent to Service; Jurisdiction.

              	 	 	20	 
	
                SECTION 1.16
      Waiver of Jury Trial.

              	 	 	20	 
	
                ARTICLE II
      FORMS OF SECURITY

              	 	 	20	 
	 	 	 	 	 
	
                SECTION 2.01
      Forms Generally.

              	 	 	20	 
	 	 	 	 	 
	
                ARTICLE III
      THE SECURITIES

              	 	 	21	 
	 	 	 	 	 
	
                SECTION 3.01
      Title and Terms.

              	 	 	21	 
	
                SECTION 3.02
      Denominations.

              	 	 	22	 
	
                SECTION 3.03
      Execution, Authentication, Delivery and Dating.

              	 	 	22	 
	
                SECTION 3.04
      Temporary Securities.

              	 	 	23	 
	
                SECTION 3.05
      Registration; Registration of Transfer and Exchange.

              	 	 	23	 
	
                SECTION 3.06
      Mutilated, Destroyed, Lost and Stolen Securities.

              	 	 	26	 
	
                SECTION 3.07
      Payment of Interest; Interest Rights Preserved.

              	 	 	26	 
	
                SECTION 3.08
      Persons Deemed Owners.

              	 	 	27	 
	
                SECTION 3.09
      Cancellation.

              	 	 	28	 
	
                SECTION 3.10
      Computation of Interest.

              	 	 	28	 
	
                SECTION 3.11
      CUSIP Numbers.

              	 	 	28	 
	 	 	 	 	 
	
                ARTICLE IV
      SATISFACTION AND DISCHARGE

              	 	 	28	 
	 	 	 	 	 
	
                SECTION 4.01
      Satisfaction and Discharge of Indenture.

              	 	 	28	 


      

       

      
        
          
          

        

        
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        TABLE OF
CONTENTS

        (Continued)

         

      

      
        	 	 	 	
                Page 

              	 
	
                SECTION 4.02
      Application of Trust Money.

              	 	 	30	 
	 	 	 	 	 
	
                ARTICLE
      V
      REMEDIES

              	 	 	30	 
	 	 	 	 	 
	
                SECTION 5.01
      Events of Default.

              	 	 	30	 
	
                SECTION 5.02
      Acceleration of Maturity; Rescission and Annulment.

              	 	 	32	 
	
                SECTION 5.03
      Collection of Indebtedness and Suits for Enforcement by
      Trustee.

              	 	 	32	 
	
                SECTION 5.04
      Trustee May File Proofs of Claim.

              	 	 	33	 
	
                SECTION 5.05
      Trustee May Enforce Claims Without Possession of
    Securities.

              	 	 	34	 
	
                SECTION 5.06
      Application of Money Collected.

              	 	 	34	 
	
                SECTION 5.07
      Limitation on Suits.

              	 	 	34	 
	
                SECTION 5.08
      Unconditional Right of Holders to Receive Principal, Premium and
      Interest.

              	 	 	35	 
	
                SECTION 5.09
      Restoration of Rights and Remedies.

              	 	 	35	 
	
                SECTION 5.10
      Rights and Remedies Cumulative.

              	 	 	35	 
	
                SECTION 5.11
      Delay or Omission Not Waiver.

              	 	 	36	 
	
                SECTION 5.12
      Control by Holders.

              	 	 	36	 
	
                SECTION 5.13
      Waiver of Past Defaults.

              	 	 	36	 
	
                SECTION 5.14
      Undertaking for Costs.

              	 	 	36	 
	
                SECTION 5.15
      Waiver of Usury, Stay or Extension Laws.

              	 	 	37	 
	
                SECTION 5.16
      No Personal Liability of Incorporators, Shareholders, Officers, Directors
      or Employees.

              	 	 	37	 
	 	 	 	 	 
	
                ARTICLE VI
      THE TRUSTEE

              	 	 	37	 
	 	 	 	 	 
	
                SECTION 6.01
      Certain Duties and Responsibilities.

              	 	 	37	 
	
                SECTION 6.02
      Notice of Defaults.

              	 	 	38	 
	
                SECTION 6.03
      Certain Rights of Trustee.

              	 	 	38	 
	
                SECTION 6.04
      Not Responsible for Recitals or Issuance of Securities.

              	 	 	40	 
	
                SECTION 6.05
      May Hold Securities and Act as Trustee under Other
    Indentures.

              	 	 	40	 
	
                SECTION 6.06
      Money Held in Trust.

              	 	 	41	 
	
                SECTION 6.07
      Compensation and Reimbursement.

              	 	 	41	 
	
                SECTION 6.08
      Disqualification; Conflicting Interests.

              	 	 	42	 
	
                SECTION 6.09
      Corporate Trustee Required; Eligibility.

              	 	 	42	 
	
                SECTION 6.10
      Resignation and Removal; Appointment of Successor.

              	 	 	42	 
	
                SECTION 6.11
      Acceptance of Appointment by Successor.

              	 	 	43	 
	
                SECTION 6.12
      Merger, Conversion, Consolidation or Succession to
    Business.

              	 	 	43	 
	
                SECTION 6.13
      Preferential Collection of Claims Against Company.

              	 	 	44	 
	
                SECTION 6.14
      Trustee’s Application for Instructions from the Company.

              	 	 	44	 
	 	 	 	 	 
	
                ARTICLE VII
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	 	 	44	 
	 	 	 	 	 
	
                SECTION 7.01
      Company to Furnish Trustee Names and Addresses of Holders.

              	 	 	44	 
	
                SECTION 7.02
      Preservation of Information; Communications to Holders.

              	 	 	45	 
	
                SECTION 7.03
      Reports by Trustee.

              	 	 	45	 
	
                SECTION 7.04
      Reports by Company.

              	 	 	45	 


      

       

      
        
          
          

        

        
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        TABLE OF
CONTENTS

        (Continued)

         

      

      
        	 	 	 	
                Page 

              	 
	
                ARTICLE VIII
      CONSOLIDATIONS, MERGERS AND CERTAIN SALES OF ASSETS

              	 	 	46	 
	 	 	 	 	 
	
                SECTION 8.01
      The Company May Consolidate, Etc. Only on Certain Terms

              	 	 	46	 
	
                SECTION 8.02
      Successor Substituted.

              	 	 	46	 
	 	 	 	 	 
	
                ARTICLE IX
      SUPPLEMENTAL INDENTURES

              	 	 	47	 
	 	 	 	 	 
	
                SECTION 9.01
      Supplemental Indentures Without Consent of Holders.

              	 	 	47	 
	
                SECTION 9.02
      Supplemental Indentures With Consent of Holders.

              	 	 	47	 
	
                SECTION 9.03
      Execution of Supplemental Indentures.

              	 	 	48	 
	
                SECTION 9.04
      Effect of Supplemental Indentures.

              	 	 	48	 
	
                SECTION 9.05
      Conformity with Trust Indenture Act.

              	 	 	48	 
	
                SECTION 9.06
      Reference in Securities to Supplemental Indentures.

              	 	 	49	 
	 	 	 	 	 
	
                ARTICLE X
      COVENANTS

              	 	 	49	 
	 	 	 	 	 
	
                SECTION 10.01
      Payment of Principal Amount, Premium and Interest.

              	 	 	49	 
	
                SECTION 10.02
      Maintenance of Office or Agency.

              	 	 	49	 
	
                SECTION 10.03
      Money for Securities Payments to be Held in Trust.

              	 	 	49	 
	
                SECTION 10.04
      Corporate Existence.

              	 	 	51	 
	
                SECTION 10.05
      Maintenance of Properties.

              	 	 	51	 
	
                SECTION 10.06
      Payment of Taxes and Other Claims.

              	 	 	51	 
	
                SECTION 10.07
      Maintenance of Insurance.

              	 	 	51	 
	
                SECTION 10.08
      Limitation on Liens.

              	 	 	52	 
	
                SECTION 10.09
      Change of Control Triggering Event

              	 	 	52	 
	
                SECTION 10.10
      Provision of Financial Information.

              	 	 	53	 
	
                SECTION 10.11
      Statement By Officers as to Default; Compliance
    Certificates.

              	 	 	54	 
	
                SECTION 10.12
      Waiver of Certain Covenants.

              	 	 	54	 
	
                SECTION 10.13
      Payments for Consent.

              	 	 	54	 
	 	 	 	 	 
	
                ARTICLE XI
      REDEMPTION OF SECURITIES

              	 	 	55	 
	 	 	 	 	 
	
                SECTION 11.01
      Right of Redemption.

              	 	 	55	 
	
                SECTION 11.02
      Mandatory Redemption.

              	 	 	55	 
	
                SECTION 11.03
      Applicability of Article.

              	 	 	55	 
	
                SECTION 11.04
      Election to Redeem; Notice to Trustee.

              	 	 	55	 
	
                SECTION 11.05
      Selection by Trustee of Securities to Be Redeemed.

              	 	 	56	 
	
                SECTION 11.06
      Notice of Redemption.

              	 	 	56	 
	
                SECTION 11.07
      Deposit of Redemption Price.

              	 	 	57	 
	
                SECTION 11.08
      Securities Payable on Redemption Date.

              	 	 	57	 
	
                SECTION 11.09
      Securities Redeemed in Part.

              	 	 	57	 
	 	 	 	 	 
	
                ARTICLE XII
      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

              	 	 	58	 
	 	 	 	 	 
	
                SECTION 12.01
      Company’s Option to Effect Legal Defeasance or Covenant
      Defeasance.

              	 	 	58	 
	
                SECTION 12.02
      Legal Defeasance and Discharge.

              	 	 	58	 


      

       

      
        
          
          

        

        
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        TABLE OF
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        (Continued)

      

       

      
        	 	 	 	
                Page 

              	 
	
                SECTION 12.03
      Covenant Defeasance.

              	 	 	59	 
	
                SECTION 12.04
      Conditions to Legal Defeasance or Covenant Defeasance.

              	 	 	59	 
	
                SECTION 12.05
      Deposited Money and United States Government Securities to be Held in
      Trust; Other Miscellaneous Provisions.

              	 	 	60	 
	
                SECTION 12.06
      Reinstatement.

              	 	 	61	 


      

    

     

    EXHIBITS

    


    
      	
              Exhibit
      A

            	
              FORM
      OF NOTE

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    This
INDENTURE, dated as of March 29, 2010, is between Overseas Shipholding Group,
Inc., a Delaware corporation, (the “Company”), and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

     

    The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined) of the 81⁄8 % Senior
Notes due 2018 (the “Securities”)

     

    ARTICLE
I


     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    SECTION
1.01 Definitions.

     

    “Acquired
Debt” means Debt of a Person existing at the time such Person became a
Subsidiary and not Incurred in connection with, or in contemplation of, such
Person becoming a Subsidiary.

     

    “Additional
Securities” means any additional Securities that may be issued under a
supplemental indenture after the date that the Securities are first issued by
the Company and authenticated by the Trustee under this Indenture, which shall
rank pari passu with
the Securities initially issued in all respects.

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes of this definition, “control”
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 35% or more of the
Voting Stock of a Person shall be deemed to be control.  For purposes
of this definition, the terms “controlling”, “controlled by” and “under common
control with” have meanings correlative to the foregoing.

     

    “Agent
Members” means members of, or direct participants in, the
Depositary.

     

    “Board of
Directors” means, with respect to any Person, (i) in the case of any
corporation, the board of directors of such person, (ii) in the case of any
limited liability company, the board of managers or board of directors, as
applicable, of such person, or if such limited liability company does not have a
board of managers or board of directors, the functional equivalent of the
foregoing, (iii) in the case of any partnership, the board of directors or board
of managers, as applicable, of the general partner of such person and (iv) in
any other case, the functional equivalent of the foregoing.

     

    “Board
Resolution” means a copy of a resolution certified by the Corporate 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Business
Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment
date is a date other than a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day, and no
interest shall accrue on such payment for the intervening period.

     

    “Capitalized
Lease” means, as applied to any Person, any lease of any property (whether real,
personal or mixed) of which the discounted present value of the rental
obligations of such Person, as lessee, in conformity with GAAP, is required to
be capitalized on the balance sheet of such Person; and “Capitalized Lease
Obligation” is defined to mean the rental obligations, as aforesaid, under such
lease.

     

    “Capital
Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s capital stock or ownership interests, whether
outstanding prior to or issued after the date of this Indenture, including,
without limitation, all Common Stock and Preferred Stock.

     

    “Change
of Control” has the meaning specified in Section
10.09(b).

     

    “Change
of Control Offer” means a written offer pursuant to Section 10.09 to each
Holder offering to purchase all Outstanding Securities at the purchase price
specified in such offer (as determined pursuant to this
Indenture).  Unless otherwise required by applicable law, the offer
shall specify an expiration date (the “Offer Expiration Date”) of
the Change of Control Offer which shall be, subject to any contrary requirements
of applicable law, not less than 30 days or more than 60 days after the
date of such offer and a settlement date (the “Purchase Date”) for purchase
of Securities within five Business Days after the Offer Expiration
Date.  The Offer shall contain information describing the transaction
or transactions that constitute a Change of Control.

     

    The offer
shall contain all instructions and materials necessary to enable such Holders of
the Securities to tender Securities pursuant to the Change of Control
Offer.  The Offer shall also state:

     

    (1) the
Change of Control Offer is being made pursuant to Section 10.09 of the
Indenture;

     

    (2) the
Expiration Date and the Purchase Date;

     

    (3) the
aggregate principal amount of the Outstanding Securities offered to be purchased
by the Company pursuant to the Change of Control Offer (the “Purchase
Amount”);

     

    (4) the
purchase price to be paid by the Company for each $1,000 aggregate principal
amount of Securities accepted for payment (as specified pursuant to this
Indenture) (the ”Purchase
Price”);

     

    (5) that the
Holder may tender all or any portion of the Securities registered in the name of
such Holder and that any portion of a Security tendered must be tendered in a
minimum denomination of $2,000 principal amount and integral multiples of $1,000
principal amount in excess thereof;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (6) the place
or places where Securities are to be surrendered for tender pursuant to the
Change of Control Offer;

     

    (7) that
interest on any Security not tendered or tendered but not purchased by the
Company pursuant to the Change of Control Offer will continue to
accrue;

     

    (8) that on
the Purchase Date, the Purchase Price will become due and payable upon each
Security being accepted for payment pursuant to the Change of Control Offer and
that interest thereon shall cease to accrue on and after the Purchase
Date;

     

    (9) that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” attached to the Notes completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date;

     

    (10) that
Holders of the Securities will be entitled to withdraw all or any portion of
Securities tendered if the Company (or its Paying Agent) receives, not later
than the second Business Day preceding the close of business on the Expiration
Date, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security the Holder tendered, the certificate number of
the Security the Holder tendered and a statement that such Holder is withdrawing
all or a portion of his tender;

     

    (11) that (a)
if Securities in an aggregate principal amount less than or equal to the
Purchase Amount are duly tendered and not withdrawn pursuant to the Change of
Control Offer, the Company shall purchase all such Securities and (b) if
Securities in an aggregate principal amount in excess of the Purchase Amount are
tendered and not withdrawn pursuant to the Change of Control Offer, the Company
shall purchase Securities having an aggregate principal amount equal to the
Purchase Amount on a pro rata basis (with such adjustments as may be deemed
appropriate so that only Securities in denominations of $2,000 or integral
multiples of $1,000 in excess thereof shall be purchased); and

     

    (12) that in
the case of any Holder whose Security is purchased only in part, the Company
shall execute, and the Trustee shall authenticate and deliver (or cause to be
transferred by book entry) to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unpurchased portion of the Security so tendered.

     

    “Change
of Control Triggering Event” means the occurrence of a Change of Control and a
Rating Decline.

     

    “Clearstream”
means Clearstream Banking, S.A.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “Common
Stock” of any Person means Capital Stock of such Person that does not rank
prior, as to the payment of dividends or as to the distribution of assets upon
any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such
Person.

     

    “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company (or its successor Person) by its Chief Executive Officer, its
President, a Vice-President, its Chief Financial Officer, its Treasurer, an
Assistant Treasurer, its Controller, its Corporate Secretary or an Assistant
Secretary, and delivered to the Trustee.

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity  to the remaining term of the
Securities.

     

    “Comparable
Treasury Price” means, as determined by the Company, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations for such Redemption Date,
or (B) if the Company obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations.

     

    “Corporate
Trust Office” means the corporate trust office of the Trustee or its affiliate
at which at any particular time its corporate trust business may be administered
and any additional office it may designate in writing to the
Company.  At the date of this Indenture, the Corporate Trust Office of
the Trustee is located at 525 William Penn Place, 38th Floor, Pittsburgh,
PA  15259, Corporate Trust Administration.

     

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

     

    “Currency
Agreement” means any foreign exchange contract, currency swap agreement or other
similar agreement or arrangement designed to protect the Company or any of its
Subsidiaries against fluctuations in currency values to or under which the
Company or any of its Subsidiaries is a party or a beneficiary on the date of
this Indenture or becomes a party or a beneficiary thereafter.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Debt”
means, with respect to any Person at any date of determination (without
duplication):

     

    (1) all debt
of such Person for borrowed money,

     

    (2) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments,

     

    (3) all
obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect
thereto),

     

    (4) all
obligations of such Person to pay the deferred purchase price of property or
services, which purchase price is due more than six months after the date of
placing such property in service or taking delivery thereto or the completion of
such services, except trade payables,

     

    (5) all
obligations of such Person as lessee under Capitalized Leases,

     

    (6) all Debt
of Persons other than such Person secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person; provided that the amount of
such Debt shall be the lesser of (A) the fair market value of such asset at such
date of determination and (B) the amount of such Debt,

     

    (7) all Debt
of Persons other than such Person guaranteed by such Person to the extent such
Debt is guaranteed by such Person, and

     

    (8) to the
extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements.

     

    The
amount of Debt of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and, with respect
to contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided that the amount outstanding
at any time of any Debt issued with original issue discount is the face amount
of such Debt less the remaining unamortized portion of the original issue
discount of such Debt at such time as determined in conformity with GAAP; and
provided further that Debt shall not include any liability for federal, state,
local, foreign or other taxes.

     

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

     

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

     

    “Depositary”
means The Depository Trust Company until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean each successor Depositary.

     

    
      
        
        

      

      
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    “Designated
Debt” means any debt for borrowed money in the form of bonds, notes, debentures
or other debt securities issued by way of public offering, including any
guarantee or indemnity given in respect of debt of any third party for money
borrowed in the form of bonds, notes, debentures or other debt securities issued
by way of a public offering, in each case, excluding revenue bonds or any Debt
guaranteed by the United States of America or any agency
thereof).  For the avoidance of doubt, the term “Designated Debt” shall not
include loans (or collateral debt securities relating to such loans) made by
banks or other financial institutions, customers or strategic
partners.

     

    “Disqualified
Equity Interests” of any Person means any class of Equity Interests of such
Person that, by its terms, or by the terms of any related agreement or of any
security into or for which it is convertible, puttable or exchangeable, is, or
upon the happening of any event or the passage of time would be, required to be
redeemed by such Person, whether or not at the option of the holder thereof, or
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, in whole or in part, on or prior to the date which is 91 days after
the final maturity date of the Securities; provided, however, that any
class of Equity Interests of such Person that, by its terms, authorizes such
Person to satisfy in full its obligations with respect to the payment of
dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise)
or repurchase thereof or otherwise by the delivery of Equity Interests that are
not Disqualified Equity Interests, and that is not convertible, puttable or
exchangeable into or for Disqualified Equity Interests or Debt, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
are not Disqualified Equity Interests; provided, further, however,
that any Equity Interests that would not constitute Disqualified Equity
Interests but for provisions thereof giving holders thereof (or the holders of
any security into or for which such Equity Interests are convertible,
exchangeable or exercisable) the right to require the Company to redeem such
Equity Interests upon the occurrence of a change in control occurring prior to
the 91st day after the final maturity date of the Securities shall not
constitute Disqualified Equity Interests if the change of control provisions
applicable to such Equity Interests are no more favorable to such holders than
provisions of Section
10.09, and such Equity Interests specifically provide that the Company
will not redeem any such Equity Interests pursuant to such provisions prior to
the Company’s purchase of the Securities as required pursuant to the provisions
of Section
10.09.

     

    “Equity
Interests” of any Person means (1) any and all shares and other equity interests
(including common stock, preferred stock, limited liability company interests
and partnership interests) in such person and (2) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
interests in such Person.

     

    “Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

     

    “Event of
Default” has the meaning specified in Section
5.01.

     

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

     

    “Expiration
Date” has the meaning specified in Section
1.05.

     

    
      
        
        

      

      
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    “GAAP” is
defined to mean generally accepted accounting principles in the United States of
America (or, if applicable, International Financial Reporting Standard (“IFRS”)) as in effect as of
the date of the indenture, including, without limitation, those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting
profession.  All ratios and computations based on GAAP contained in
the indenture shall be computed in conformity with GAAP or IFRS, if
applicable.

     

    “Global
Security” means, individually and collectively, each Security deposited with or
on behalf of and registered in the name of the Depositary or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.

     

    “Gradation”
means a gradation within a Rating Category or a change to another Rating
Category, which shall include:

     

    (a)           “+”
and “–” in the case of S&P’s current Rating Categories (e.g., a decline from
BB+ to BB would constitute a decrease of one gradation);

     

    (b)           1,
2 and 3 in the case of Moody’s current Rating Categories (e.g., a decline from
B1 to B2 would constitute a decrease of one gradation); or

     

    (c)           the
equivalent in respect of successor Rating Categories of S&P or Moody’s or
Rating Categories used by Rating Agencies other than S&P and
Moody’s.

     

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

     

    “IFRS”
has the meaning specified in the definition of GAAP.

     

    “Incur”
means with respect to any Debt, to incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become responsible for, the
payment of, contingently or otherwise, such Debt, including an incurrence of
Acquired Debt by reason of the acquisition of more than 50% of the Capital Stock
of any Person; provided that neither the accrual of interest nor the accretion
of original issue discount shall be considered an Incurrence of
Debt.

     

    “Indenture”
means this instrument as originally executed and 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.

     

    “Independent
Investment Banker” means an independent investment banking institution of
national standing appointed by the Company.

     

    “Interest
Payment Date” has the meaning specified in the Securities.

     

    “Interest
Rate Agreement” means any interest rate protection agreement, interest rate
future agreement, interest rate option agreement, interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement designed to protect the
Company or any of its Subsidiaries against fluctuations in interest rates to or
under which the Company or any of its Subsidiaries is a party or a beneficiary
on the date hereof or becomes a party or a beneficiary hereafter.

     

    
      
        
        

      

      
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    “Investment
Grade” means:

     

    (1) BBB- or
above in the case of S&P (or its equivalent under any successor Rating
Categories of S&P);

     

    (2) Baa3 or
above, in the case of Moody’s (or its equivalent under any successor Rating
Categories of Moody’s); and

     

    (3) the
equivalent in respect of the Rating Categories of any Rating Agencies
substituted for S&P or Moody’s.

     

    “Lien”
means, any mortgage, lien, pledge, security interest, encumbrance or charge of
any kind (including, without limitation, any conditional sale or other title
retention agreement or lease in the nature thereof, any sale with recourse
against the seller or any Affiliate of the seller, or any agreement to give any
security interest).

     

    “Maturity”,
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right or
otherwise.

     

    “Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and
its successors.

     

    “Notice
of Default” means a written notice of the kind specified in Section
5.01(a)(4).

     

    “Offer
Expiration Date” has the meaning specified in the definition of Change of
Control Offer.

     

    “Officer’s
Certificate” means a certificate signed by the Chief Executive Officer, the
President, a Vice President, the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Corporate Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.

     

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

     

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

     

    
      
        
        

      

      
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    (1) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

     

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

     

    (3) Securities,
except to the extent provided in Sections 12.02 and
12.03, with
respect to which the Company has effected Legal Defeasance and/or Covenant
Defeasance as provided in Article XII; and

     

    (4) Securities
which have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver or
other action, only Securities which the Trustee knows to be so owned by written
notice delivered at its notice address specified in Section 1.06, 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 so to act 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 of such other
obligor.

     

    “pari passu”, when used with respect
to the ranking of any Debt of any Person in relation to other Debt of such
Person, means that each such Debt (a) either (i) is not subordinated in right of
payment to any other Debt of such Person or (ii) is subordinate in right of
payment to the same Debt of such Person as is the other and is so subordinate to
the same extent and (b) is not subordinate in right of payment to the other or
to any Debt of such Person as to which the other is not so
subordinate.

     

    “Participant” means, with respect to the
Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC,
shall include Euroclear and Clearstream).

     

    “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Company, which
initially shall be the Trustee.

     

    
      
        
        

      

      
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    “Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.

     

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

     

    “Preferred
Stock” of any Person means Capital Stock of such Person of any class or classes
(however designated) that ranks prior, as to the payment of dividends or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

     

    “Prospectus
Supplement” means the prospectus supplement, dated March 24, 2010, in connection
with the initial issuance of the Securities.

     

    “Purchase
Amount” has the meaning specified in the definition of Change of Control
Offer.

     

    “Purchase
Date” has the meaning specified in the definition of Change of Control
Offer.

     

    “Purchase
Price” has the meaning specified in the definition of Change of Control
Offer.

     

    “Qualified
Equity Interests” of any Person means Equity Interests of such Person other than
Disqualified Equity Interests; provided that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of such Person or financed, directly or indirectly, using
funds (1) borrowed from such Person or any Subsidiary of such Person until and
to the extent such borrowing is repaid or (2) contributed, extended, guaranteed
or advanced by such Person or any Subsidiary of such Person (including, without
limitation, in respect of any employee stock ownership or benefit
plan).  Unless otherwise specified, Qualified Equity Interests refer
to Qualified Equity Interests of the Company.

     

    “Qualified
Equity Offering” means the issuance and sale of Qualified Equity Interests of
the Company to Persons other than any Person who is, prior to such issuance and
sale, an Affiliate of the Company which proceeds are contributed to the Company;
provided, however, that
cash proceeds therefrom equal to not less than the Redemption Price of the
Securities to be redeemed are received by the Company as a capital contribution
immediately prior to such redemption.

     

    “Rating
Agencies” means:

     

    (1) S&P;

     

    (2) Moody’s;
or

     

    
      
        
        

      

      
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    (3) if either
S&P or Moody’s or both of them are not making ratings of the Securities
publicly available, a nationally recognized U.S. rating agency  or
agencies, as the case may be, selected by the Company, which will be substituted
for S&P or Moody’s or both, as the case may be.

     

    “Rating
Category” means:

     

    (1) with
respect to S&P, any of the following categories (any of which may include a
“+” or “-”):  AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent
successor categories);

     

    (2) with
respect to Moody’s, any of the following categories:  Aaa, Aa, A, Baa,
Ba, B, Caa, Ca, C and D (or equivalent successor categories); and

     

    (3) the
equivalent of any such categories of S&P or Moody’s used by another Rating
Agency, if applicable.

     

    “Rating
Decline” means that at any time within 90 days (which period shall be extended
so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any Rating Agency) after the date of
public notice of a Change of Control, or of the intention of the Company or of
any person to effect a Change of Control, the rating of the Securities is
decreased by both Rating Agencies by one or more Gradations and the rating by
such Rating Agencies on the Securities following such downgrade is below
Investment Grade.

     

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

     

    “Reference
Treasury Dealer” means a primary U.S. Government securities dealer in New York
City appointed by the Company.

     

    “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Company of the
bid and asked prices for the Comparable Treasury Issue (expressed, in each case,
as a percentage of its principal amount) quoted in writing to the Company by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date.

     

    “Regular
Record Date” has the meaning specified in the Securities.

     

    “Reporting
Failure” means the failure of the Company to file or furnish with the Commission
and furnish to the Trustee and each Holder of Securities, within the time
periods specified in Section 10.10 (after
giving effect to any grace period specified under Rule 12b-25 under the Exchange
Act), the reports and information which the Company may be required to file or
furnish with the Commission pursuant to such provision.

     

    “Responsible
Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, trust officer or any other officer or authorized
associate of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies Inc., and its successors.

     

    “Securities
Act” means the United States Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

     

    “Security”
and “Securities” have the meaning set forth in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.  For all purposes of this Indenture, the term
“Securities” shall include any Additional Securities that may be issued under a
supplemental indenture and, for purposes of this Indenture, both the Securities
and the Additional Securities shall vote together as one series of Securities
under this Indenture.

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section
3.05.

     

    “Significant
Subsidiary” is defined to mean any Subsidiary that would be a “significant
subsidiary” as defined in Rule 1-02 of Regulation S-X, promulgated pursuant to
the Securities Act, as such regulation is in effect on the date
hereof.

     

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

     

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

     

    “Subsidiary”
means, with respect to the Company, any business entity of which more than 50%
of the outstanding Voting Stock is owned directly or indirectly by the Company
and one or more other Subsidiaries of the Company.

     

    “Successor
Company” has the meaning specified in Section
8.02.

     

    “Treasury
Yield” means, with respect to any Redemption Date, the rate per year equal to
the semi annual equivalent yield to Maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.

     

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

     

    
      
        
        

      

      
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    “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended.

     

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

     

    “U.S.
Dollars” and “$” means such coin or currency of the United States which is legal
tender for payment of public and private debts.

     

    “United
States Government Securities” means securities that are direct obligations of
the United States of America, direct obligations of any agency thereof, direct
obligations of the Federal Home Loan Mortgage Corporation, direct obligations of
the Federal National Mortgage Association, securities which the timely payment
of whose principal and interest is unconditionally guaranteed by the full faith
and credit of the United States of America, trust receipts or other evidence of
indebtedness of a direct claim upon the instrument described above and money
market mutual funds that invest solely in such securities.

     

    “Vice
President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president”.

     

    “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that
is at the time entitled to vote in the election of the board of directors or
similar governing body of such Person.

     

    SECTION
1.02 Rules
of Construction.

     

    (a) Unless
the context otherwise requires:

     

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

     

    (2) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    (3) “or” is
not exclusive;

     

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

     

    (5) “will”
shall be interpreted to express a command;

     

    (6) provisions
apply to successive events and transactions;

     

    (7) unless
the context requires otherwise, any reference to a statute, rule or regulation
refers to the same (including any successor statute, rule or regulation thereto)
as it may be amended from time to time; and

     

    (8) “including”
means including without limitation.

     

    
      
        
        

      

      
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    SECTION
1.03 Compliance
Certificates and Opinions.

     

    (a) Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer’s Certificate and such other certificates and Opinions of Counsel as may
be required under the Trust Indenture Act or as set forth
herein.  Each such certificate, Opinion of Counsel or other expert
opinion shall be reasonably satisfactory in form and substance to the Trustee
and shall include:

     

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

     

    (2) 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;

     

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

     

    (4) a
statement as to whether, in the opinion of each such individual, such condition
or covenant necessary for any action in the Trustee’s opinion has been complied
with.

     

    SECTION
1.04 Form
of Documents Delivered to Trustee.

     

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

     

    (b) 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, counsel, unless such officer knows that the certificate or opinion or
representations with respect to the matters upon which his or her certificate or
opinion is based are erroneous.  Any such certificate or opinion of
counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are
erroneous.

     

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

     

    
      
        
        

      

      
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    SECTION
1.05 Acts
of Holders; Record Dates.

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders 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, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments and the Holders bound
thereby.  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
1.05.

     

    (b) The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him or her the execution thereof.  Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her 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 (including the principal amount and serial numbers of
Securities held by any Person, and the date of holding the same) shall be proved
by the Security Register.

     

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

     

    (e) The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, vote, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders of
Securities, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph.  If not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 7.01) prior
to such first solicitation.  If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities on such record date, and
no other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities on the date such action is
taken.  Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section
1.07.

     

    
      
        
        

      

      
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    (f) The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of
(1) any Notice of Default, (2) any declaration of acceleration referred to in
Section 5.02,
(3) any request to institute proceedings referred to in Section 5.07 or (4)
any direction referred to in Section
5.12.  If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities on such record date.  Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Company’s expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each Holder of Securities in
the manner set forth in Section
1.07.

     

    (g) With
respect to any record date set pursuant to this Section 1.05(g), the
party hereto which sets such record date may designate any day as the
“Expiration Date” and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section 1.07, on or
prior to the existing Expiration Date.  If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

     

    (h) Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

     

    
      
        
        

      

      
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    (i) In
addition to the foregoing, the Trustee agrees to accept and act upon notice,
instructions or directions pursuant to this Indenture sent by unsecured e-mail,
facsimile transmission or other similar unsecured electronic methods; provided, however, that (a)
the party providing such written instructions, subsequent to such transmission
of written instructions, shall provide the originally executed instructions or
directions to the Trustee in a timely manner, and (b) such originally executed
instructions or directions shall be signed by an authorized representative of
the party providing such instructions or directions.  The Trustee
shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reasonable reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with
a subsequent written instruction.

     

    (j) Without
limiting the generality of the foregoing, a Holder, including the Depositary,
that is the Holder of a Global Security, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders or the Depositary, as the Holder of a Global
Security, may provide its proxy or proxies to the beneficial owners of interest
in any such Global Security through such depositary’s standing instructions and
customary practices.

     

    (k) The
Company may fix a record date for the purpose of determining the persons who are
beneficial owners of interests in any Global Security held by the Depositary
entitled under the procedures of such depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders.  If such a record date is fixed,
the Holders on such record date or their duly appointed proxy or proxies, and
only such persons, shall be entitled to make, give or take such request, demand,
authorization direction, notice consent, waiver or other action, whether or not
such Holders remain Holders after such record date.  No such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be valid or effective if made, given or taken more than 90 days after such
record date.

     

    SECTION
1.06 Notices,
Etc., to Trustee and Company.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    (a) the
Trustee by any Holder or by the Company shall be sufficient for purposes other
than with respect to securities for payment or for registrations of transfer or
exchange, if made, given, furnished or filed in writing (or by facsimile
transmissions to The Bank of New York Mellon Trust Company, N.A., 525 William
Penn Place, 38th Floor, Pittsburgh, PA  15259,
Attention:  Corporate Trust Administration, Facsimile (412) 234-7535,
provided that oral
confirmation of receipt shall have been received) to or with the Trustee at its
Corporate Trust Office, Attention:  Corporate Trust
Administration;

     

    
      
        
        

      

      
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    (b) if, for
purpose of Section
3.05 (with respect to securities for payment or for registrations of
transfer or exchange) to The Bank of New York Mellon Trust Company, N.A., 525
William Penn Place, 38th Floor, Pittsburgh, PA  15259,
Attention:  Corporate Trust Administration, Facsimile: (412)
234-7535; or

     

    (c) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
international air mail postage prepaid or by overnight air courier or by
facsimile transmissions to the Company addressed to it at the address of its
principal executive office specified in the first paragraph of this instrument,
Facsimile: (212) 251-1180, provided that oral
confirmation of receipt shall have been received, Attention: General Counsel, or
at any other address or facsimile transmission number previously furnished in
writing to the Trustee by the Company.

     

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

     

    Notwithstanding
anything to the contrary herein, the Trustee agrees to accept and act upon
instructions or directions pursuant to this Indenture sent by electronic
transmission; provided,
however, that such instructions or directions, if from the Company, shall
be accompanied by an incumbency certificate listing such authorized
representative, which incumbency certificate shall be amended whenever a person
is to be added or deleted from the listing or if the Trustee is in possession of
such incumbency certificate, no additional certificate need be
delivered.  If the party elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling.  The
Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with
a subsequent written instruction.  The party providing electronic
instructions agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third
parties.

    


    SECTION
1.07 Notice
to Holders; Waiver.

     

    (a) Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if delivered to
the Trustee in accordance with this Article I.

     

    (b) Notwithstanding
anything to the contrary contained herein, as long as the Securities are in the
form of a Global Security, notice to the Holders may be made electronically in
accordance with procedures of the Depositary.

     

    
      
        
        

      

      
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    SECTION
1.08 Conflict
with Trust Indenture Act.

     

    If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may
be.

     

    SECTION
1.09 Effect
of Headings and Table of Contents.

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    SECTION
1.10 Successors
and Assigns.

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.  All agreements
of the Trustee in this Indenture shall bind its successors.

     

    SECTION
1.11 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
1.12 Benefits
of Indenture.

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto, any Paying Agent, any Securities
Registrar and their successors hereunder and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this
Indenture.

     

    SECTION
1.13 Governing
Law.

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICT OF LAWS THAT WOULD APPLY TO THE LAWS OF ANOTHER
JURISDICTION.

     

    SECTION
1.14 Legal
Holidays.

     

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

     

    
      
        
        

      

      
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    SECTION
1.15 Consent
to Service; Jurisdiction.

     

    The
Company and the Trustee agree that any legal suit, action or proceeding arising
out of or relating to this Indenture, and the Company agrees that any legal
suit, action or proceeding arising out of or relating to the Securities, may be
instituted in any federal or state court in the Borough of Manhattan, the City
of New York, waives any objection which it may now or hereafter have to the
laying of the venue of any such legal suit, action or proceeding, waives any
immunity from jurisdiction or to service of process in respect of any such suit,
action or proceeding, and irrevocably submits to the exclusive jurisdiction of
any such court in any such suit, action or proceeding.

     

    SECTION
1.16 Waiver
of Jury Trial.

     

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    ARTICLE
II

     

    FORMS
OF SECURITY

     

    SECTION
2.01 Forms
Generally.

     

    (a) The
Securities and the Trustee’s certificates of authentication shall be
substantially in the form of Exhibit A hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with law, stock exchange rules or usage, or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

     

    (b) The terms
and provisions contained in the Securities will constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.  However, to the extent any
provision of any Security conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be
controlling.

     

    (c) The
definitive Securities 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, provided that such manner is permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

     

    
      
        
        

      

      
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    ARTICLE
III

     

    THE
SECURITIES

     

    SECTION
3.01 Title
and Terms.

     

    (a) The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is not limited.

     

    (b) The
Securities shall be designated as the “81⁄8% Senior Notes due 2018” of the
Company.  Their Stated Maturity shall be March 30, 2018 and they shall
bear interest thereon at a rate of 81⁄8% per annum in cash semi-annually to the
Holder of record at the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date, on the Interest Payment Date,
commencing on September 30, 2010.

     

    (c)  The
principal amount of (and premium, if any) and interest on the Securities shall
be payable at the office or agency of the Company in the Borough of Manhattan,
City of New York, New York maintained for such purpose or at any other office or
agency maintained by the Company for such purpose; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. If a Holder has given wire transfer instructions to the
Company at least three days prior to the applicable Interest Payment Date, the
Company, through the paying agent or otherwise, will pay all principal, interest
and premium, if any, on that Holder’s Securities in accordance with those
instructions.

     

    (d) The
provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable
to transfers of beneficial interests in any Securities that are held by
Participants through Euroclear or Clearstream.

     

    (e) The
Securities shall be subject to repurchase by the Company pursuant to a Change of
Control Offer as provided in Section
10.09.

     

    (f) The
Securities shall be redeemable as provided in Article XI.

     

    (g) The
Securities shall be subject to Legal Defeasance and/or Covenant Defeasance at
the option of the Company as provided in Article XII.

     

    (h) Additional
Securities ranking pari passu
with the Securities issued the date hereof may be created and issued from
time to time by the Company without notice to or consent of the Holders and
shall be consolidated with and form a single series with the Securities
initially issued and shall have the same terms as to status, redemption or
otherwise as the Securities originally issued.  Any Additional
Securities shall be issued with the benefit of an indenture supplemental to this
Indenture; and in connection with such issuance of Additional Securities, the
Company shall deliver to the Trustee (and the Trustee shall be fully protected
in relying upon), an Opinion of Counsel stating that all conditions precedent to
the issuance and authentication of the Additional Securities have been complied
with, and that such Additional 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
binding obligations of the Company enforceable in accordance with their terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other laws relating to or affecting creditors'
rights and by general principles of equity.

     

    
      
        
        

      

      
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    SECTION
3.02 Denominations.

     

    The
Securities shall be issuable only in registered form without coupons and only in
principal amounts of $2,000 and any integral multiple of $1,000 in excess
thereof.

     

    SECTION
3.03 Execution,
Authentication, Delivery and Dating.

     

    (a) The
Securities shall be executed on behalf of the Company by its Chief Executive
Officer, its President, its Chief Financial Officer.  The signature of
any of these officers on the Securities may be manual or facsimile.

     

    (b) 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.

     

    (c) At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.

     

    (d) Each
Security shall be dated the date of its authentication.

     

    (e) 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 in Exhibit A hereto
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

     

    (f) In case
the Company, pursuant to Article VIII, shall be consolidated or merged with or
into any other Person or shall convey, transfer, lease or otherwise dispose of
substantially all of its properties and assets to any Person, and the successor
Person resulting from such consolidation, or surviving such merger, or into
which the Company shall have been merged, or the successor Person which shall
have received a conveyance, transfer, lease or other disposition as aforesaid,
shall have executed an indenture supplemental hereto with the Trustee pursuant
to Article VIII, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee upon Company Order of the successor Person, shall
authenticate and deliver replacement Securities as specified in such request for
the purpose of such exchange.  If replacement Securities shall at any
time be authenticated and delivered in any new name of a successor Person
pursuant to this Section 3.03 in
exchange or substitution for or upon registration of transfer of any Securities,
such successor Person, at the option of any Holder but without expense to such
Holder, shall provide for the exchange of all Securities at the time outstanding
held by such Holder for Securities authenticated and delivered in such new
name.

     

    
      
        
        

      

      
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    SECTION
3.04 Temporary
Securities.

     

    (a) Pending
the preparation of definitive Securities, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

     

    (b) If
temporary Securities are issued, the Company will cause definitive Securities to
be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02,
without charge to the Holder.

     

    Upon
surrender for cancellation of any one or more temporary Securities the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations.  Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

     

    SECTION
3.05 Registration;
Registration of Transfer and Exchange.

     

    (a) Registration;
Registration of Transfer and Exchange Generally.

     

    (1) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 10.02 being herein sometimes collectively
referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers and exchanges of Securities.  The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and
transfers and exchanges of Securities as herein provided.

     

    (2) Upon
surrender for registration of transfer of any Security at an office or agency of
the Company designated pursuant to Section 10.02 for
such purpose, 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 any authorized denominations and of a like aggregate principal
amount bearing such restrictive legends as may be required by this
Indenture.

     

    
      
        
        

      

      
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    (3) At the
option of the Holder, and subject to the other provisions of this Section 3.05,
Securities may be exchanged for other Securities of any authorized denominations
and of a like tenor or aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency of the
Company.  Whenever any Securities are so surrendered for exchange, and
subject to the other provisions of this Section 3.05, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to
receive.

     

    (4) 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 registration of transfer or exchange.

     

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

     

    (6) No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Sections
3.04, 9.06 or 11.09 or in
accordance with any Change of Control Offer pursuant to Section 10.09 not involving
any transfer.

     

    (7) The
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities selected
for redemption under Section 11.04 and
ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in
part.

     

    (b) [Intentionally Omitted]

     

    (c) [Intentionally Omitted]

     

    (d) The
provisions of clauses (1), (2), (3), (4) and (5) of this Section 3.05(d) shall
apply only to Global Securities:

     

    (1) Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary or a nominee thereof and delivered to the Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

     

    (2) Notwithstanding
any other provision in this Indenture or the Securities, no Global Security may
be exchanged in whole or in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary or a nominee thereof unless (A) the Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, and, in either case, the Company thereupon fails to
appoint a successor depositary within 120 days of such notice, (B) the Company,
at its option, executes and delivers to the Trustee a Company Order that such
Global Security shall be exchanged in whole for Securities that are not Global
Securities, or (C) there shall have occurred and be continuing an Event of
Default.

     

    
      
        
        

      

      
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    (3) Securities
issued in exchange for a Global Security or any portion thereof pursuant to
clause (2) of this Subsection (d) shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate principal
amount equal to that of such Global Security or portion thereof to be so
exchanged, shall be registered in such names and be in such authorized
denominations as the Depositary shall designate and shall bear any legends
required hereunder.  Any Global Security to be exchanged in whole
shall be surrendered by the Depositary to the Trustee, as Security
Registrar.  With regard to any Global Security to be exchanged in
part, either such Global Security shall be so surrendered for exchange or, if
the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Security, the principal amount thereof shall be reduced,
by an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee and the
Depositary.  Upon any such surrender or adjustment, the Trustee shall
authenticate and deliver the Security issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.

     

    (4) In the
event of the occurrence of any of the events specified in clause (2) of this
Subsection (d), the Company will promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form, without interest coupons.

     

    (5) Neither
any Agent Members nor any other Persons on whose behalf Agent Members may act
(including Euroclear and Clearstream and account holders and participants
therein) shall have any rights under this Indenture with respect to any Global
Security, or under any Global Security, and the Depositary or such nominee, as
the case may be, may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and Holder of such Global Security
for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a Holder of any
Security.

     

    (e) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depositary Participants or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     

    
      
        
        

      

      
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    SECTION
3.06 Mutilated,
Destroyed, Lost and Stolen Securities.

     

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

     

    (1) If there
shall be delivered to the Company and the Trustee (A) evidence to their
satisfaction of the destruction, loss or theft of any Security and (B) such
security or indemnity as may be required by them to save each of them and any
agent of either 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 shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     

    (2) 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.

     

    (b) Upon the
issuance of any new Security under this Section 3.06, 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.

     

    (c) Every new
Security issued pursuant to this Section 3.06 in lieu
of any mutilated, 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 duly issued
hereunder.

     

    (d) The
provisions of this Section 3.06 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.

     

    (a) Interest
on any Security which is payable, and is paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.

     

    
      
        
        

      

      
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    (b) Any
interest on any Security which is payable, but is not paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2) of
this Subsection (b):

     

    (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the 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 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.  The Company
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment.  The Company shall promptly notify the
Trustee of such Special Record Date and shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at its address as it appears
in the Security Register in accordance with Section 1.07, not
less than 10 days prior to such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities (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 (2).  The payment
date for such Defaulted Interest shall be not less than 5 nor more than 10 days
after the Special Record Date.

     

    (2) 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 and in accordance with any applicable procedures of
the Depositary.

     

    (c) Subject
to the foregoing provisions of this Section 3.07, 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 such Security is registered on the Securities Register as the owner
of such Security for the purpose of receiving payment of principal amount of
(and premium, if any) and (subject to Section 3.07)
interest on 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.

     

    
      
        
        

      

      
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    SECTION
3.09 Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any Change of Control Offer pursuant to Section 10.09 shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it.  The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or any other Person for delivery to
the Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section
3.09, except as expressly permitted by this Indenture.  All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures and certification of their disposal
delivered to the Company unless by Company Order the Company shall direct that
cancelled Securities be returned to it.

     

    SECTION
3.10 Computation
of Interest.

     

    Interest
on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.

     

    SECTION
3.11 CUSIP
Numbers.

     

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

     

    ARTICLE
IV


     

    SATISFACTION
AND DISCHARGE

     

    SECTION
4.01 Satisfaction
and Discharge of Indenture.

     

    (a) This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, upon a Company Order and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture (including, but not limited to, Article XII), when

     

    
      
        
        

      

      
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    (1) either

     

    (i) all
Securities that have been authenticated, except lost, stolen or destroyed
Securities that have been replaced or paid and Securities for whose payment
money has been deposited in trust and thereafter repaid to the Company, have
been delivered to the Trustee for cancellation; or

     

    (ii) all
Securities that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable by reason of the making of a notice of
redemption or otherwise within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S.
Government Securities, or a combination of cash in U.S. dollars and non-callable
U.S. Government Securities, in amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire
Debt on the Securities not delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or
redemption;

     

    (2) no
Default or Event of Default has occurred and is continuing on the date of the
deposit or will occur as a result of the deposit (other than a Default resulting
from the borrowing of funds to be applied to such deposit) and the deposit will
not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is
bound;

     

    (3) the
Company has paid or caused to be paid all sums payable by it under this
Indenture; and

     

    (4) the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Securities at
maturity or the Redemption Date, as the case may be.

     

    (b) In
addition, the Company must deliver to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
in this Section
4.01 relating
to the satisfaction and discharge of this Indenture have been complied
with.

     

    (c) Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article IV,
the obligations of the Company to the Trustee under Section 6.07 and, if
money shall have been deposited with the Trustee pursuant to subclause (ii) of Subsection
(a)(1) of this
Section 4.01,
the obligations of the Trustee under Section 4.02 and
Section
10.03(e), shall survive.

     

    
      
        
        

      

      
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    SECTION
4.02 Application
of Trust Money.

     

    Subject
to the provisions of Section 10.03(e), all
money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, to the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.  If the Trustee or Paying Agent is unable to apply
any money or U.S. Government Securities in accordance with Section 4.01 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities  shall be revived and reinstated as though no deposit had
occurred pursuant to Section 4.01; provided that if the Company
has made any payment of principal of, premium, if any, or interest on, any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Securities held by the Trustee or
Paying Agent.

     

    ARTICLE
V


     

    REMEDIES

     

    SECTION
5.01 Events
of Default.

     

    (a) “Event of
Default”, wherever used herein, means any one of the following
events:

     

    (1) default
in the payment of the principal of (or premium, if any, on) any Security when
due at maturity, upon acceleration, redemption or otherwise;

     

    (2) default
in the payment of any accrued and unpaid interest upon any Security when it
becomes due and payable, and continuance of such default for a period of 30
days;

     

    (3) default
in the payment of the principal and interest (and premium, if any) on Securities
required to be purchased upon the occurrence of a Change of Control Triggering
Event when due and payable;

     

    (4) default
in the performance, or breach, of any covenant, warranty or agreement of the
Company in this Indenture (other than a covenant, warranty or agreement default
in whose performance or whose breach is specifically dealt with elsewhere in
this Section
5.01), and continuance of such default or breach for a period of
60 consecutive days (or 90 days in the case of a Reporting Failure) after
the receipt by the Company of 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, which notice 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 aggregate principal amount of the Outstanding
Securities;

     

    
      
        
        

      

      
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    (5) a default
or defaults with respect to any issue or issues of other Debt of the Company or
any Subsidiary having an outstanding aggregate principal amount of $50 million
or more for all such issues of all such Persons, whether such Debt now exists or
shall hereafter be created, which default or defaults shall constitute a failure
to pay all or any portion of the principal of such Debt when due and payable or
shall have resulted in such Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable and
such Debt has not been discharged in full or such acceleration has not been
rescinded or annulled (by cure, waiver or otherwise) within 60 days of such
acceleration; provided,
however, that any secured Debt in excess of the limits set forth above
shall be deemed to have been declared due and payable if the lender in respect
thereof takes any action to enforce a security interest against, or an
assignment of, or to collect on, seize, dispose of or apply any assets of the
Company or its Subsidiaries (including lock-box and other similar arrangements)
securing such Debt, or to set off against any bank account of the Company or its
Subsidiaries in excess of $50 million in the aggregate;

     

    (6) any final
judgments or orders (not covered by insurance) for the payment of money in
excess of $50 million in the aggregate for all such final judgments or orders
against all such Persons (treating any deductibles, self-insurance or retention
as not so covered) shall be rendered against the Company or any Subsidiary and
shall not be paid or discharged, and there shall be any period of 60 consecutive
days following entry of the final judgment or order or that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or
discharged against all such Persons to exceed $50 million in the aggregate
during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect;

     

    (7) the
Company or any Significant Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Company or any Significant
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Significant
Subsidiary shall take any corporate action to authorize any of the actions set
forth above in this Subsection (7); or

     

    (8) the
Company and/or one or more Subsidiaries fails to make at the final (but not any
interim) fixed maturity of one or more issues of Debt principal payments
aggregating $50 million or more, and all such defaulted payments shall not have
been made, waived or extended within 60 days of the payment default that causes
the aggregate amount described in this subsection (8) to exceed $50
million.

     

    
      
        
        

      

      
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    SECTION
5.02 Acceleration
of Maturity; Rescission and Annulment.

     

    (a) If an
Event of Default (other than an Event of Default specified in Section 5.01(a)(7))
shall occur and be continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities may, and the Trustee at the request of such Holders shall, declare
the entire unpaid principal of, premium, if any, and accrued interest on the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal of, premium, if any, and accrued interest on the Securities shall
become immediately due and payable.

     

    (b) If an
Event of Default specified in Section 5.01(a)(5) or
(8) occurs,
such declaration of acceleration shall be automatically rescinded and annulled
if the event triggering such Event of Default pursuant to Section 5.01(a)(5) or
(8) shall be
remedied or cured by the Company and/or the relevant Subsidiaries or waived by
the Holders of the Designated Debt within 60 days after the declaration of
acceleration with respect thereto.

     

    (c) If an
Event of Default specified in Section 5.01(a)(7)
above occurs, all unpaid principal of, premium, if any, and accrued interest on
the Securities then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

     

    (d) The
Holders of at least a majority in principal amount of the Outstanding Securities
by written notice to the Company and to the Trustee, may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences
if:

     

    (1) the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
sums paid or advanced by the Trustee under this Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, (B) all overdue interest on all Securities, (C) the principal of
(and premium, if any, on), any Securities that have become due otherwise than by
such declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Securities, and (D) to the extent that payment of
such interest is lawful, interest upon overdue interest at the rate prescribed
therefor by such Securities,

     

    (2) all
existing Events of Default, other than the non-payment of the principal of the
Securities that have become due solely by such declaration of acceleration, have
been cured or waived, and

     

    (3) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.

     

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

     

    (a) The
Company covenants that if

     

    
      
        
        

      

      
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    (1) default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days,
or

     

    (2) default
is made in the payment of the principal amount of (or premium, if any, on) any
Security at the Maturity thereof or, with respect to any Security required to
have been purchased pursuant to a Change of Control Offer made by the Company,
at the Purchase Date thereof,

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities, including, as applicable, the principal amount (and premium, if any)
and interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal amount (and premium, if any) and
on any overdue interest, at the rate or rates provided therefore in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

     

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

     

    (c) If an
Event of Default occurs and is continuing, the Trustee may proceed to protect
and enforce its rights and the rights of the Holders by such appropriate
judicial proceedings as the Trustee shall deem most necessary or desirable 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.

     

    (a) In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section
6.07.

     

    
      
        
        

      

      
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    (b) No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditor’s or other similar
committee.

     

    SECTION
5.05 Trustee
May Enforce Claims Without Possession of Securities.

     

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

     

    SECTION
5.06 Application
of Money Collected.

     

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

     

    FIRST:  To
the payment of all amounts due the Trustee under Section
6.07;

     

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

     

    THIRD:  to
the Company or to such party as a court of competent jurisdiction shall
direct.

     

    SECTION
5.07 Limitation
on Suits.

     

    No Holder
of any Security shall have any right to institute or defend any proceeding,
judicial or otherwise, with respect to this Indenture or the Securities or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

     

    (1) such
Holder has previously given written notice to the Trustee as required hereunder
of a continuing Event of Default;

     

    (2) the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute or defend
a suit or proceeding in respect of such Event of Default in its own name as
Trustee hereunder;

     

    
      
        
        

      

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

     

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

     

    (5) 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 aggregate principal
amount of the Outstanding Securities;

     

    it being
understood and intended that no one or more Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Holders, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders.

     

    SECTION
5.08 Unconditional
Right of Holders to Receive Principal, Premium and Interest.

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
amount of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or in the case
of a Change of Control Offer made by the Company and required to be accepted as
to such Security, on the Purchase Date) and to institute suit for the
enforcement of any such payment, and such rights 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 Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     

    SECTION
5.10 Rights
and Remedies Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 3.06(d), no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

     

    
      
        
        

      

      
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    SECTION
5.11 Delay
or Omission Not Waiver.

     

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

     

    SECTION
5.12 Control
by Holders.

     

    The
Holders of a majority in principal amount of the Outstanding Securities 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, provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture and shall not expose the
Trustee to personal liability, 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.

     

    Holders
of not less than a majority in aggregate principal amount of the then
Outstanding Securities by notice to the Trustee may on behalf of the Holders of
all of the Securities waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Securities
(including in connection with an offer to purchase); provided, however, that the Holders of
a majority in aggregate principal amount of the then Outstanding Securities may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration.  Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

     

    SECTION
5.14 Undertaking
for Costs.

     

    In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided, that neither this Section 5.14 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or the Trustee.

     

    
      
        
        

      

      
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    SECTION
5.15 Waiver
of Usury, 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 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 or 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.

     

    SECTION
5.16 No
Personal Liability of Incorporators, Shareholders, Officers, Directors or
Employees.

     

    No
recourse for the payment of the principal of, premium, if any, or interest on,
any of the Securities, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture, or in any of the Securities, or because of the
creation of any Debt represented thereby, shall be had against any incorporator,
shareholder, officer, director, employee, or controlling person of the Company
or of any successor Person thereof and any Affiliates thereof.  Each
Holder or Securities by acceptance of a Security waives and releases all such
liability.

     

    ARTICLE
VI


     

    THE
TRUSTEE

     

    SECTION
6.01 Certain
Duties and Responsibilities.

     

    (a) The
Trustee hereby accepts the trusts imposed on it by this
Indenture.  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act.

     

    (b) Except
during the continuance of an Event of Default, the Trustee undertakes to perform
such functions and duties and only such functions and duties as are specifically
set forth in this Indenture, and no implied duties or obligations shall be read
into this Indenture against the Trustee.  During the continuance of an
Event of Default, the Trustee shall exercise the same degree of care and skill
as a prudent person would exercise under the circumstances in the conduct of
such person’s own affairs. In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).

     

    (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:

     

    
      
        
        

      

      
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    (i) this
Subsection shall not be construed to limit the effect of Subsection (b) of this Section
6.01;

     

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

     

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

     

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

     

    (d) 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
6.01.

     

    SECTION
6.02 Notice
of Defaults.

     

    If a
default occurs hereunder with respect to the Securities and is known to the
Trustee, the Trustee shall give the Holders notice of such default hereunder as
and to the extent provided by the Trust Indenture Act; provided, however, that in
the case of any default of the character specified in Section 5.01(a)(4),
no such notice to Holders shall be given until the expiration of the applicable
60-day period (or 90-day period in the case of a Reporting Failure) referred to
therein.  For the purpose of this Section 6.01, the
term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

     

    SECTION
6.03 Certain
Rights of Trustee.

     

    (a) Subject
to the provisions of Section 6.01, 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
6.03.

     

    (b) (1) The
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, appraisal, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;

     

    
      
        
        

      

      
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    (2) any
request or direction 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;

     

    (3) 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 rely upon an Officer’s Certificate;

     

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

     

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

     

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

     

    (7) the
Trustee may execute any of the trusts or powers hereunder and perform any duty
hereunder, either directly or by or through its agents, attorneys, accountants
or other experts and the Trustee shall not be responsible or liable for any
misconduct or negligence on the part of any agent, attorney, accountants or
other experts if reasonable care has been exercised in the
appointment;

     

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

     

    (9) the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by the Trustee in each of its capacities hereunder and to
each agent, custodian or other Person employed to act hereunder;

     

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

     

    
      
        
        

      

      
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    (11) In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

     

    In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

    


    SECTION
6.04 Not
Responsible for Recitals or Issuance of Securities.

     

    The
recitals, statements and representations contained herein and in the Securities,
except the Trustee’s 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 issued hereunder, and the
Trustee assumes no responsibility in respect of such matters.  The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.  The Trustee shall not have any
responsibility or liability for any information provided to Holders or any other
Person, including without limitation in the solicitation of any consent or
waiver hereunder, or pursuant to any offering documents, or pursuant to any
Change of Control Offer.

     

    SECTION
6.05 May
Hold Securities and Act as Trustee under Other Indentures.

     

    The
Trustee, any Paying Agent, any Security Registrar or any 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, 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.

     

    Subject
to the limitations imposed by the Trust Indenture Act, nothing in this Indenture
shall prohibit the Trustee from acting as trustee under other indentures under
which other securities, or certificates of interest or participation in their
securities, of the Company are outstanding in the same manner as if it were not
Trustee hereunder.

     

    
      
        
        

      

      
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    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 in writing with the Company.

     

    SECTION
6.07 Compensation
and Reimbursement.

     

    (a) The
Company agrees

     

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

     

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

     

    (3) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on its
part (subject to the provisions of Sections 6.01 and
6.03), 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;

     

    (4) that the
Trustee shall have a lien against all money held under this Indenture prior to
the Securities as to all property and funds held by it hereunder for any amount
owing it or any predecessor Trustee pursuant to this Section 6.07 for such
compensation, expenses, advances and counsel fees incurred in or about the
execution of the trusts created hereby; and

     

    (5) when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(a)(7),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     

    (b) The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to notify the Company shall not
relieve the Company of its obligations hereunder, except to the extent it may be
materially prejudiced by such failure.

     

    (c) The
provisions of this Section 6.07 shall
survive the termination of this Indenture and the resignation or removal of the
Trustee.

     

    
      
        
        

      

      
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    SECTION
6.08 Disqualification;
Conflicting Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

     

    SECTION
6.09 Corporate
Trustee Required; Eligibility.

     

    There
shall at all times be a Trustee hereunder.  The Trustee shall be a
corporation or national banking association, organized and doing business under
the laws of the United States of America or of any state thereof, authorized to
exercise corporate trust powers, and be a Person that is otherwise eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000.  If such Person 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 6.09, the
combined capital and surplus of such Person 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 shall cease to be eligible in
accordance with the provisions of this Section 6.09, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

     

    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 at any time by giving 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 at any time by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

     

    (d) If at any
time:

     

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

     

    (2) the
Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

     

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

     

    
      
        
        

      

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

     

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

     

    (f) The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee to all Holders in the manner
provided in Section 1.07.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

     

    SECTION
6.11 Acceptance
of Appointment by Successor.

     

    (a) Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.  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.

     

    (b) No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

     

    (c) The
Company shall prepare such transfer instruments as are reasonably acceptable to
the Trustee for the Successor Trustee to execute evidencing the foregoing and
vesting in the successor all such rights and powers and trusts
hereunder.

     

    SECTION
6.12 Merger,
Conversion, Consolidation or Succession to Business.

     

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

     

    
      
        
        

      

      
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    SECTION
6.13 Preferential
Collection of Claims Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims (whether or not
litigated) against the Company (or any such other obligor).

     

    SECTION
6.14 Trustee’s
Application for Instructions from the Company.

     

    Any
application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under the Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective.  The
Trustee shall not be liable for any action taken by, or omission of the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than five Business
Days after the date of any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date), unless prior to taking any such action, or the effective date in
the case of any omission, the Trustee shall have received written instructions
in response to such application specifying the action to be taken or
omitted.

     

    ARTICLE
VII


     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
7.01 Company
to Furnish Trustee Names and Addresses of Holders.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
7.02 Preservation
of Information; Communications to Holders.

     

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

     

    (b) The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and the corresponding rights and
duties of the Trustee, shall be as provided by the Trust Indenture
Act.

     

    (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 nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to the names and addresses of Holders made pursuant to Section 312 of the Trust
Indenture Act.

     

    SECTION
7.03 Reports
by Trustee.

     

    (a) Within 60
days after March 1 of each year commencing with the first March 1 after the
first issuance of the Securities, 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.

     

    (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 the Securities are listed, with
the Commission and with the Company.  The Company will notify the
Trustee when the Securities are listed on any stock exchange.

     

    SECTION
7.04 Reports
by Company.

     

    (a) The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to the Trust Indenture Act.  The Trustee
shall not be obligated to ensure that the Company files such information,
documents and other reports hereunder or complies with the provisions of the
Trust Indenture Act with respect thereto.

     

    (b) Delivery
of such information, document or other reports to the Trustee is for
informational purposes only.  The Trustee’s receipt thereof shall not
constitute actual or constructive notice of any information contained therein or
determinable for any purpose information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to and shall have the right to conclusively rely on
Officer’s Certificates).

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    CONSOLIDATIONS,
MERGERS AND CERTAIN SALES OF ASSETS

     

    SECTION
8.01 The
Company May Consolidate, Etc. Only on Certain Terms

     

    (a) The
Company may not, in a single transaction or a series of related
transactions:

     

    (i)           consolidate
or merge with or into any other Person (whether or not the Company is the
surviving Person) or permit any other Person to consolidate or merge with or
into the Company, or

    


    (ii)           directly
or indirectly transfer, sell, lease or otherwise dispose of all or substantially
all of its assets,

     

    unless,

     

    (1) either
(i) the Company is the surviving Person, or (ii) in a transaction in which the
Company does not survive or in which the Company sells, leases or otherwise
disposes of all or substantially all of its assets, the successor entity to the
Company or the Person to which such sale, lease or disposition has been made is
organized under the laws of the United States or any State thereof or the
District of Columbia and such successor entity shall expressly assume, by a
supplemental indenture executed and delivered to the trustee in a form
reasonably satisfactory to the trustee, all of the Company’s obligations under
this Indenture;

     

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

     

    (3) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel stating that such consolidation, merger, conveyance, transfer, lease or
acquisition and such supplemental indenture complies with this
Indenture.

     

    (b) Subclause
(2) of this
Section 8.01
will not apply to any merger or consolidation of the Company with any Affiliate
solely for the purpose and with the sole effect of reincorporating the Company
in another jurisdiction.

     

    SECTION
8.02 Successor
Substituted.

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any transfer, conveyance, sale, lease or other disposition of all or
substantially all of the properties and assets of the Company in accordance with
Section 8.01
(in each such case the successor entity shall be known as the “Successor Company”), the
Successor Company shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

     

    
      
        
        

      

      
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    ARTICLE
IX

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
9.01 Supplemental
Indentures Without Consent of Holders.

     

    (a) Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     

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

     

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

     

    (3) to
provide for the assumption of the Company’s obligations to Holders in the case
of a merger or consolidation or sale of all or substantially all of the
Company’s assets, as applicable;

     

    (4) to make
any change that would provide any additional rights or benefits to Holders
(including granting of security for the benefit of Holders) or that does not
adversely affect the legal rights under this Indenture of any such
Holder;

     

    (5) to comply
with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the Trust Indenture Act;

     

    (6) to
conform the text of this Indenture or the Securities to any provision of the
“Description of Notes” section of the Prospectus Supplement to the extent that
such provision was intended by the Company to be a verbatim recitation of a
provision of this Indenture or the Securities; or

     

    (7) to
provide for the issuance of Additional Securities in accordance with this
Indenture.

     

    SECTION
9.02 Supplemental
Indentures With Consent of Holders.

     

    (a) With the
consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may 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 modifying in any manner the rights of
the Holders under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

     

    (1) change
the Stated Maturity of the principal amount of, or any installment of interest
on, any Security;

     

    
      
        
        

      

      
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    (2) reduce
the principal amount of, any premium payable, or the rate of interest on, any
Security;

     

    (3) change
the currency of payment of principal, or premium, if any, or interest on, any
Security;

     

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

     

    (5) reduce
the percentage of the aggregate principal amount of the Outstanding Securities,
the consent of whose Holders is necessary to modify or amend this
Indenture;

     

    (6) modify
any provision of this Indenture relating to the modification or amendment of the
Indenture, except as otherwise specified in this Indenture; or

     

    (7) reduce
the percentage of the aggregate principal amount of the Outstanding Securities,
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.

     

    (b) It shall
not be necessary for any Act of Holders 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.

     

    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 Sections
6.01 and 6.03) shall be fully
protected in relying upon, an Opinion of Counsel and an Officer’s Certificate
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    SECTION
9.04 Effect
of Supplemental Indentures.

     

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

     

    SECTION
9.05 Conformity
with Trust Indenture Act.

     

    Every
amendment or supplement to this Indenture or the Securities executed pursuant to
this Article shall conform to the requirements of the Trust Indenture Act as is
then in effect.

     

    
      
        
        

      

      
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    SECTION
9.06 Reference
in Securities to Supplemental Indentures.

     

    Securities
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 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 Amount, Premium and Interest.

     

    The
Company covenants and agrees for the benefit of the Holders that it will pay the
principal amount of (and premium, if any) and interest on the Securities in
accordance with the terms of the Securities and this Indenture.

     

    SECTION
10.02 Maintenance
of Office or Agency.

     

    (a) The
Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency 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 any change in the location,
of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     

    (b) The
Company may also from time to time designate one or more other offices or
agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, for such purposes.  The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     

    SECTION
10.03 Money
for Securities Payments to be Held in Trust.

     

    (a) If the
Company shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal amount of (and premium, if any) or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal amount (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

     

    
      
        
        

      

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

     

    (c) The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 10.03, that
such Paying Agent will:

     

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

     

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

     

    (3) 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.

     

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

     

    (e) Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal amount of (and premium, if any) or
interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     

    
      
        
        

      

      
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    SECTION
10.04 Corporate
Existence.

     

    Subject
to Article VIII, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors in good faith shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the
Holders.

     

    SECTION
10.05 Maintenance
of Properties.

     

    The
Company will cause all material properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided,
however, that nothing in this Section 10.05 shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, as determined by the Board of
Directors in good faith, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.

     

    SECTION
10.06 Payment
of Taxes and Other Claims.

     

    The
Company will pay or discharge or cause to be paid or discharged, (1) before the
same shall become delinquent, all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all material
lawful claims for labor, materials and supplies which give rise to a lien or
which, if unpaid, might by law become a lien upon the property of the Company or
any Subsidiary, prior to the time the holder of such lien evidences its
intention to realize upon its lien; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     

    SECTION
10.07 Maintenance
of Insurance.

     

    The
Company will maintain, and cause its Subsidiaries to maintain, insurance
coverage by financially sound and reputable insurers in such forms and amounts
and against such risks as are at that time customary for corporations of
established reputation engaged in the same or a similar business and owning and
operating similar properties including general liability insurance and (but
without duplication) protection and indemnity insurance, hull and machinery
insurance, oil pollution insurance and, if available at commercially reasonable
rates, loss of hire insurance.

     

    
      
        
        

      

      
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    SECTION
10.08 Limitation
on Liens.

     

    The
Company may not, directly or indirectly, Incur, assume or suffer to exist any
Lien on or with respect to any property or assets, now owned or hereafter
acquired, to secure any present or future Designated Debt of the Company without
making effective provision for securing the Securities:

     

    (1) in the
event such Designated Debt is pari passu with the
Securities, equally and ratably with such Designated Debt as to such property or
assets for so long as such Designated Debt will be so secured, or

     

    (2) in the
event such Designated Debt is subordinate in right of payment to the Securities,
prior to such Designated Debt as to such property or assets for so long as such
Designated Debt will be so secured.

     

    SECTION
10.09 Change
of Control Triggering Event

     

    (a) Subject
to Section
10.09(c), within 30 days of the occurrence of a Change of Control
Triggering Event, unless the Company has previously exercised its right to
redeem all Outstanding Securities under Section 11.01, the
Company will be required to make a Change of Control Offer for all Outstanding
Securities at a purchase price equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase.

     

    (b) A “Change
of Control” will be deemed to occur at such time as either:

     

    (1) a
“person” or “group” ( within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) becomes the ultimate “beneficial owner” ( as defined in Rule 13d-3
under the Exchange Act and including by reason of any change in the ultimate
“beneficial ownership” of the Capital Stock of the Company) of more than 50% of
the total voting power of the Voting Stock of the Company (calculated on a fully
diluted basis); or

     

    (2) individuals
who at the beginning of any period of two consecutive calendar years constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board of Directors or whose nomination for election was
approved by a vote of at least two-thirds of the members of such Board of
Directors then still in office who either were members of such Board of
Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute at least
50% of the members of such Board of Directors then in office.

     

    (c) The
Company will not be required to make a Change of Control Offer for any
Securities upon a Change of Control Triggering Event if (i) a third party makes
the a Change of Control Offer upon a Change of Control Triggering Event, as
described in this Section 10.09, in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer upon a Change of
Control Triggering Event made by the Company and purchases all Securities
properly tendered and not withdrawn under the Change of Control Offer upon a
Change of Control Triggering Event; or (ii) it has previously exercised its
right to redeem all of the Securities as described under Article XI in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture.

     

    
      
        
        

      

      
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    (d) If the
Company fails to make the Change of Control Offer or fails to pay the purchase
price and accrued interest described above on the date specified therefor, the
Trustee and the Holders of Securities will have the rights described under Sections 5.02 and
5.03.

     

    (e) In the
event that the Company makes a Change of Control Offer for the Securities, the
Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act.

     

    SECTION
10.10 Provision
of Financial Information.

     

    (a) Whether
or not the Company is then subject to Section 13(a) or 15(d) of the
Exchange Act, the Company will furnish to the Trustee and the Holders, so long
as the Securities are outstanding, within the time periods specified in the
SEC’s rules and regulations (including Rule 12b-25):

     

    (1) all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports, including
a management discussion and analysis of financial condition and results of
operations and, with respect to the annual information only, a report on the
Company’s annual consolidated financial statements by the Company’s certified
independent accountants; and

     

    (2) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.

     

    (b) In
addition, whether or not required by the rules and regulations of the SEC, the
Company will electronically file or furnish, as the case may be, a copy of all
such information and reports with the SEC for public availability within the
time periods specified above (unless the SEC will not accept such a
filing).  Notwithstanding the foregoing, the Company will be deemed to
have furnished such reports referred to in Subclause (a) of this Section 10.10 to the
Trustee and Holders if the Company has filed such reports with the SEC via the
EDGAR filing system (or any successor system) and such reports are publicly
available.

     

    (c) If, at
any time, the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in Section 10.10(a) with
the SEC within the time periods specified above unless the SEC will not accept
such a filing.  The Company will not take any action for the purpose
of causing the SEC not to accept any such filings.  If,
notwithstanding the foregoing, the SEC will not accept the Company’s filings for
any reason, the Company will post the reports specified in Section 10.10(a) on
its website within the time periods that would apply if the Company were
required to file those reports with the SEC.

     

    
      
        
        

      

      
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    SECTION
10.11 Statement
By Officers as to Default; Compliance Certificates.

     

    (a) The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year (which is currently December 31), of the Company ending after the
date hereof an Officer’s Certificate, stating that, after conducting a review of
the activities of the Company and its Subsidiaries and of the Company’s and its
Subsidiaries performance under this Indenture, the Company has fulfilled all
obligations thereunder, or whether the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which it has knowledge.

     

    (b) The
Company shall deliver to the Trustee, as soon as possible and in any event
within 10 days after the Company becomes aware of the occurrence of an Event of
Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or default, and the action which the Company
proposes to take with respect thereto.

     

    SECTION
10.12 Waiver
of Certain Covenants.

     

    The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Section 8.01, Sections 10.04 to
10.11(a),
inclusive, and, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect; provided, however, with
respect to a Change of Control Offer as to which an Offer has been mailed, no
such waiver may be made or shall be effective against any Holder tendering
Securities pursuant to such Offer, and the Company may not omit to comply with
the terms of such Offer as to such Holder.

     

    SECTION
10.13 Payments
for Consent.

     

    The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of the Securities for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Securities unless such consideration is offered to be
paid or is paid to all Holders of the Securities that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

     

    
      
        
        

      

      
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    ARTICLE
XI


     

    REDEMPTION
OF SECURITIES

     

    SECTION
11.01 Right
of Redemption.

     

    (a) At any
time and from time to time prior to March 30, 2013, the Company, at its option,
may redeem up to 35% of the aggregate principal amount of the Securities issued
under this Indenture with the net cash proceeds of one or more Qualified Equity
Offerings at a Redemption Price equal to 108.125% of the principal amount of the
Securities to be redeemed, plus accrued and unpaid interest thereon, if any, to
the Redemption Date; provided that

     

    (i) at least
65% of the aggregate principal amount of Securities issued under this Indenture
remains outstanding immediately after the occurrence of such redemption;
and

     

    (ii) the
redemption occurs within 60 days of the date of the closing of any such
Qualified Equity Offering.

     

    (b) At the
Company’s option, the Company may redeem the Securities in whole or in part at
any time and from time to time prior to maturity upon not less than 30 nor more
than 60 days’ prior notice at a Redemption Price equal to the greater of
(i) 100% of the principal amount of the Securities to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Securities to be redeemed (excluding the portion
of any such interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield (as defined below), plus
50 basis points, plus, in each case, accrued and unpaid interest to the
Redemption Date.

     

    SECTION
11.02 Mandatory
Redemption.

     

    The
Company is not required to make sinking fund payments or mandatory redemption
payments prior to maturity with respect to the Securities.

     

    SECTION
11.03 Applicability
of Article.

     

    Redemption
of Securities at the election of the Company or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and this Article.

     

    SECTION
11.04 Election
to Redeem; Notice to Trustee.

     

    The
election of the Company to redeem the Securities shall be evidenced by a Board
Resolution.  In case of any redemption at the election of the Company,
the Company shall, not less than 30 days nor more than 60 days prior to the
Redemption Date fixed by it (unless a shorter notice period shall be
satisfactory to the Trustee), furnish to the Trustee an Officer’s Certificate
setting forth (i) the Redemption Date, (ii) the clause of the Indenture pursuant
to which the redemption shall occur, (iii) the redemption price and (iv) the
principal amount of Securities to be redeemed.

     

    
      
        
        

      

      
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    SECTION
11.05 Selection
by Trustee of Securities to Be Redeemed.

     

    (a) If less
than all the Securities 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 not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate,
including on a pro rata basis or by lot; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than $2,000.  Securities and any
portions of such Securities selected by the Trustee shall be in amounts of
$2,000 or integral multiples of $1,000 in excess thereof.

     

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

     

    (c) For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to 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 amount of such Security which has been or is to be
redeemed.

     

    SECTION
11.06 Notice
of Redemption.

     

    Notice of
redemption shall be given not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, by electronic
transmission, in the case of Securities that are held in the form of Global
Securities, or by first class mail to each Holder who holds certificated
Securities at such Holder’s address appearing in the Security Register; provided that, notice of
redemption may be given more than 60 days prior to the Redemption Date if such
notice is issued in connection with a defeasance of the Securities in accordance
with Article XII hereof or a satisfaction and discharge of this Indenture in
accordance with Article IV hereof.

     

    All
notices of redemption shall state:

     

    (a) the
principal amount of each Security held by such Holder to be
redeemed;

     

    (b) the
Redemption Date;

     

    (c) the
Redemption Price;

     

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

     

    (e) the CUSIP
and ISIN number;

     

    
      
        
        

      

      
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    (f) if
redemption is made pursuant to Section 11.01(b), the
calculation of the Redemption Price as determined by the Company;

     

    (g) if fewer
than all of the Outstanding Securities are to be redeemed, then the
identification and principal amounts at Maturity of the particular Securities to
be redeemed; and

     

    (h) the place
or places where such Securities are to be surrendered for payment of the
Redemption Price.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at their request, by the Trustee in the name and at the
expense of the Company.

     

    If any of
the Securities to be redeemed is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to conform with the
procedures of the Depositary applicable to such redemption.

     

    SECTION
11.07 Deposit
of Redemption Price.

     

    On or
prior to any Redemption Date, the Company shall deposit or cause to be deposited
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 same day funds (or New York Clearing House funds if such
deposit is made prior to the applicable Redemption Date) sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

     

    SECTION
11.08 Securities
Payable on Redemption Date.

     

    (a) Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price together with accrued interest to the Redemption
Date; provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such on the relevant Regular Record
Dates according to the terms and the provisions of Section
3.07.

     

    (b) If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal thereof (and premium, if any, thereon) shall, until
paid, bear interest from the Redemption Date at the rate borne by such
Security.

     

    SECTION
11.09 Securities
Redeemed in Part.

     

    Any
Security that is to be redeemed only in part shall be surrendered to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section
10.02 (with, if the Company or the Trustee so require, 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 such Holder’s attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a replacement Security or Securities, of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the principal amount of the Security so surrendered that is not
redeemed.

     

    
      
        
        

      

      
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    ARTICLE
XII


     

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    SECTION
12.01 Company’s
Option to Effect Legal Defeasance or Covenant Defeasance.

     

    The
Company may at its option by Board Resolution, at any time, elect to have either
Section 12.02
or Section
12.03 applied to the Outstanding Securities upon compliance with the
conditions set forth below in this Article XII.

     

    SECTION
12.02 Legal
Defeasance and Discharge.

     

    Upon the
Company’s exercise under Section 12.01 of the
option applicable to this Section 12.02, the
Company will, subject to the satisfaction of the conditions set forth in Section 12.04, be
deemed to have been discharged from their obligations with respect to all
Outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company will be deemed to have paid and discharged the entire Indebtedness
represented by the Outstanding Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:

     

    (1) the
rights of Holders of outstanding Securities to receive, solely from the trust
fund described in Section 12.04 and as
more fully set forth in such Section, payments in respect of the principal
amount of (and premium, if any) and interest on such Securities when such
payments are due;

     

    (2) the
Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03;

     

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

     

    (4) this
Article XII.

     

    Subject
to compliance with this Article Twelve, the Company may exercise its option
under this Section
12.02 notwithstanding the prior exercise of its option under Section
12.03.

     

    
      
        
        

      

      
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    SECTION
12.03 Covenant
Defeasance.

     

    Upon the
Company’s exercise of the option provided in Section 12.01
applicable to this Section 12.03, (a)
the Company shall be released from its obligations under Sections 10.05
through 10.13,
inclusive, and clauses (2) and (3) of Section 8.01(a),
(b) the
occurrence of an event specified in Sections 5.01(a)(3), 5.01(a)(4) (with
respect to any of Sections 10.05
through 10.13,
inclusive), 5.01(a)(5), 5.01(a)(6) and 5.01(a)(8) shall not
be deemed to be an Event of Default (hereinafter, “Covenant Defeasance”) and the
Securities will thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities will not be deemed outstanding for accounting
purposes).  For this purpose, 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 Section, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any such
Section, Clause or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    SECTION
12.04 Conditions
to Legal Defeasance or Covenant Defeasance.

     

    (a)  In
order to exercise either Legal Defeasance or Covenant Defeasance under either
Section 12.02
or 12.03:

     

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

     

    (2) in the
case of an election under Section 12.02, the
Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that:

     

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

     

    (ii) since the
date of this Indenture, there has been a change in the applicable federal income
tax law,

     

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

     

    
      
        
        

      

      
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    (3) in the
case of an election under Section 12.03, the
Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that the Holders of the outstanding Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;

     

    (4) no
Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Debt
and, in each case, the granting of Liens in connection therewith) shall have
occurred and be continuing on the date of such deposit;

     

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

     

    (6) the
Company must deliver to the trustee an opinion of counsel to the effect that the
trust funds will not be subject to the effect of the preference provisions of
Section 547 of the United States Federal Bankruptcy Code;

     

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

     

    (8) the
Company must deliver to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

     

    SECTION
12.05 Deposited
Money and United States Government Securities to be Held in Trust; Other
Miscellaneous Provisions.

     

    (a) Subject
to the provisions of the last paragraph of Section 10.03, all
money and United States Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively, for
purposes of this
Section 12.05, the “Trustee”) pursuant to Section 12.04 in
respect of the Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

     

    (b) The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the United States Government Securities deposited
pursuant to Section
12.04 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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    (c) Anything
in this Article XII to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or United
States Government Securities held by it as provided in Section 12.04 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

     

    SECTION
12.06 Reinstatement.

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with
Section 12.02
or 12.03 by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article XII
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 12.02 or
12.03; provided, however, that if
the Company makes any payment of principal amount of (and premium, if any) or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or the Paying
Agent.

     

    
      
        

      

    

     

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

     

    
      
        
        

      

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

     

    
      
        	 	
                COMPANY

                 

                
                  OVERSEAS
      SHIPHOLDING GROUP, INC.

                

              	 
	 	 	 	 
	   	
                By:
      

              	/s/ Morten Arntzen	 
	 	 	Name:
      Morten Arntzen	 
	 	 	Title:
      Chief Executive Officer and President	 
	 	 	 	 


      

    

     

    
      
        	 	
                TRUSTEE

                 

                THE BANK OF NEW YORK MELLON TRUST COMPANY,
      N.A., as Trustee

              	 
	 	 	 	 
	  	
                By:
      

              	/s/ Raymond K. O'Neil	 
	 	 	Name: Raymond
      K. O'Neil	 
	 	 	Title: Senior
      Associate