Unassociated Document


     

    AMTRUST
FINANCIAL SERVICES, INC.

     

    INDENTURE

     

    Dated as
of

     

                        
, 20    

     

    DEBT
SECURITIES

    


    
      
        

      

    

     

    Trustee


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          	 
      	 
      	
                  Page

                
	
                  Article
      I

                	
                  DEFINITIONS

                	
                  1

                
	
                  Section
      1.01

                	
                  Definitions

                	
                  1

                
	 
      	 
      	 
      
	
                  Article
      II

                	
                  FORMS
      OF SECURITIES

                	
                  7

                
	
                  Section
      2.01

                	
                  Terms
      of the Securities

                	
                  7

                
	
                  Section
      2.02

                	
                  Form
      of Trustee’s Certificate of Authentication

                	
                  8

                
	
                  Section
      2.03

                	
                  Form
      of Trustee’s Certificate of Authentication by an Authenticating
      Agent

                	
                  8

                
	 
      	 
      	 
      
	
                  Article
      III

                	
                  THE
      DEBT SECURITIES

                	
                  9

                
	
                  Section
      3.01

                	
                  Amount;
      Issuable in Series

                	
                  9

                
	
                  Section
      3.02

                	
                  Denominations

                	
                  11

                
	
                  Section
      3.03

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  11

                
	
                  Section
      3.04

                	
                  Temporary
      Securities

                	
                  13

                
	
                  Section
      3.05

                	
                  Registrar

                	
                  13

                
	
                  Section
      3.06

                	
                  Transfer
      and Exchange

                	
                  14

                
	
                  Section
      3.07

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  17

                
	
                  Section
      3.08

                	
                  Payment
      of Interest; Interest Rights Reserved

                	
                  17

                
	
                  Section
      3.09

                	
                  Cancellation

                	
                  18

                
	
                  Section
      3.10

                	
                  Computation
      of Interest

                	
                  18

                
	
                  Section
      3.11

                	
                  Currency
      of Payments in Respect of Securities

                	
                  18

                
	
                  Section
      3.12

                	
                  Judgments

                	
                  19

                
	
                  Section
      3.13

                	
                  CUSIP
      Numbers

                	
                  19

                
	
                  Section
      3.14

                	
                  Securities
      May Include Tranches

                	
                  19

                
	 
      	 
      	 
      
	
                  Article
      IV

                	
                  REDEMPTION
      OF SECURITIES

                	
                  20

                
	
                  Section
      4.01

                	
                  Applicability
      of Right of Redemption

                	
                  20

                
	
                  Section
      4.02

                	
                  Selection
      of Securities to be Redeemed

                	
                  20

                
	
                  Section
      4.03

                	
                  Notice
      of Redemption

                	
                  20

                
	
                  Section
      4.04

                	
                  Deposit
      of Redemption Price

                	
                  21

                
	
                  Section
      4.05

                	
                  Securities
      Payable on Redemption Date

                	
                  21

                
	
                  Section
      4.06

                	
                  Securities
      Redeemed in Part

                	
                  21

                
	 
      	 
      	 
      
	
                  Article
      V

                	
                  SINKING
      FUNDS

                	
                  22

                
	
                  Section
      5.01

                	
                  Applicability
      of Sinking Fund

                	
                  22

                
	
                  Section
      5.02

                	
                  Mandatory
      Sinking Fund Obligation

                	
                  22

                
	
                  Section
      5.03

                	
                  Optional
      Redemption at Sinking Fund Redemption Price

                	
                  22

                
	
                  Section
      5.04

                	
                  Application
      of Sinking Fund Payments

                	
                  23

                
	 
      	 
      	 
      
	
                  Article
      VI

                	
                  PARTICULAR
      COVENANTS OF THE COMPANY

                	
                  24

                
	
                  Section
      6.01

                	
                  Payments
      of Securities

                	
                  24

                
	
                  Section
      6.02

                	
                  Paying
      Agent

                	
                  24

                
	
                  Section
      6.03

                	
                  To
      Hold Payment in Trust

                	
                  24

                
	
                  Section
      6.04

                	
                  Consolidation,
      Merger and Sale of Assets

                	
                  25

                
	
                  Section
      6.05

                	
                  Compliance
      Certificate

                	
                  26

                
	
                  Section
      6.06

                	
                  Conditional
      Waiver by Holders of Securities

                	
                  26

                
	
                  Section
      6.07

                	
                  Statement
      by Officers as to Default

                	
                  26

                


        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	
                    Article
      VII

                  	
                    REMEDIES
      OF TRUSTEE AND SECURITYHOLDERS

                  	
                    27

                  
	
                    Section
      7.01

                  	
                    Events
      of Default

                  	
                    27

                  
	
                    Section
      7.02

                  	
                    Acceleration;
      Rescission and Annulment

                  	
                    28

                  
	
                    Section
      7.03

                  	
                    Other
      Remedies

                  	
                    30

                  
	
                    Section
      7.04

                  	
                    Trustee
      as Attorney-in-Fact

                  	
                    30

                  
	
                    Section
      7.05

                  	
                    Priorities

                  	
                    30

                  
	
                    Section
      7.06

                  	
                    Control
      by Securityholders; Waiver of Past Defaults

                  	
                    31

                  
	
                    Section
      7.07

                  	
                    Limitation
      on Suits

                  	
                    32

                  
	
                    Section
      7.08

                  	
                    Rights
      of Holders to Receive Payment

                  	
                    32

                  
	
                    Section
      7.09

                  	
                    Undertaking
      for Costs

                  	
                    32

                  
	
                    Section
      7.10

                  	
                    Remedies
      Cumulative

                  	
                    32

                  
	 
      	 
      	 
      
	
                    Article
      VIII

                  	
                    CONCERNING
      THE SECURITYHOLDERS

                  	
                    33

                  
	
                    Section
      8.01

                  	
                    Evidence
      of Action of Securityholders

                  	
                    33

                  
	
                    Section
      8.02

                  	
                    Proof
      of Execution of Holding of Securities

                  	
                    33

                  
	
                    Section
      8.03

                  	
                    Persons
      Deemed Owners

                  	
                    33

                  
	
                    Section
      8.04

                  	
                    Effects
      of Consents

                  	
                    34

                  
	 
      	 
      	 
      
	
                    Article
      IX

                  	
                    REPORTS
      BY THE COMPANY AND TRUSTEE AND SECURITYHOLDERS’ LISTS

                  	
                    34

                  
	
                    Section
      9.01

                  	
                    Reports
      by Trustee

                  	
                    34

                  
	
                    Section
      9.02

                  	
                    Reports
      by the Company

                  	
                    35

                  
	
                    Section
      9.03

                  	
                    Securityholders’
      Lists

                  	
                    35

                  
	
                    Section
      9.04

                  	
                    Preservation
      of Information

                  	
                    35

                  
	 
      	 
      	 
      
	
                    Article
      X

                  	
                    CONCERNING
      THE TRUSTEE

                  	
                    35

                  
	
                    Section 10.01

                  	
                    Rights
      of Trustees; Compensation and Indemnity

                  	
                    35

                  
	
                    Section
      10.02

                  	
                    Duties
      of Trustee

                  	
                    37

                  
	
                    Section
      10.03

                  	
                    Notice
      of Defaults

                  	
                    38

                  
	
                    Section
      10.04

                  	
                    Eligibility;
      Disqualification

                  	
                    39

                  
	
                    Section
      10.05

                  	
                    Registration
      and Notice; Removal

                  	
                    39

                  
	
                    Section
      10.06

                  	
                    Successor
      Trustee by Appointment

                  	
                    40

                  
	
                    Section
      10.07

                  	
                    Successor
      Trustee by Merger

                  	
                    41

                  
	
                    Section
      10.08

                  	
                    Right
      to Rely on Officer’s Certificate

                  	
                    41

                  
	
                    Section
      10.09

                  	
                    Appointment
      of Authenticating Agent

                  	
                    42

                  
	
                    Section
      10.10

                  	
                    Communications
      by Securityholders with Other Securityholders

                  	
                    42

                  
	
                    Section
      10.11

                  	
                    Preferential
      Collection of Claims Against Company

                  	
                    43

                  
	 
      	 
      	 
      
	
                    Article
      XI

                  	
                    SATISFACTION
      AND DISCHARGE; DEFEASANCE

                  	
                    43

                  
	
                    Section
      11.01

                  	
                    Applicability
      of Article

                  	
                    43

                  
	
                    Section
      11.02

                  	
                    Satisfaction
      and Discharge of Indenture

                  	
                    43

                  
	
                    Section
      11.03

                  	
                    Defeasance
      upon Deposit of Moneys of U.S. Government Obligations

                  	
                    44

                  
	
                    Section
      11.04

                  	
                    Repayment
      to Company

                  	
                    45

                  
	
                    Section
      11.05

                  	
                    Indemnity
      for U.S. Government Obligations

                  	
                    45

                  
	
                    Section
      11.06

                  	
                    Application
      of Trust Money

                  	
                    45

                  
	
                    Section
      11.07

                  	
                    Deposits
      of Non-U.S. Currencies

                  	
                    46

                  


          

        

      

    


    
      
         


      

      
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    TABLE
OF CONTENTS

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	
                    Article
      XII

                  	
                    SUPPLEMENTAL
      INDENTURES

                  	
                    46

                  
	
                    Section 12.01

                  	
                    Without
      Consent of Securityholders

                  	
                    46

                  
	
                    Section
      12.02

                  	
                    With
      Consent of Securityholders

                  	
                    47

                  
	
                    Section
      12.03

                  	
                    Trustee
      Protected

                  	
                    48

                  
	
                    Section
      12.04

                  	
                    Effect
      of Execution of Supplemental Indenture

                  	
                    49

                  
	
                    Section
      12.05

                  	
                    Notation
      on or Exchange of Securities

                  	
                    49

                  
	
                    Section
      12.06

                  	
                    Conformity
      with TIA

                  	
                    49

                  
	 
      	 
      	 
      
	
                    Article
      XIII

                  	
                    SUBORDINATION
      OF SECURITIES

                  	
                    49

                  
	
                    Section
      13.01

                  	
                    Agreement
      to Subordinate

                  	
                    49

                  
	
                    Section
      13.02

                  	
                    Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of
      Securities

                  	
                    49

                  
	
                    Section
      13.03

                  	
                    No
      Payment on Securities in Event of Default on Senior
      Indebtedness

                  	
                    51

                  
	
                    Section
      13.04

                  	
                    Payments
      on Securities Permitted

                  	
                    51

                  
	
                    Section
      13.05

                  	
                    Authorization
      of Securityholders to Trustee to Effect Subordination

                  	
                    51

                  
	
                    Section
      13.06

                  	
                    Notices
      to Trustee

                  	
                    52

                  
	
                    Section
      13.07

                  	
                    Trustee
      as Holder of Senior Indebtedness

                  	
                    52

                  
	
                    Section
      13.08

                  	
                    Modifications
      of Terms of Senior Indebtedness

                  	
                    52

                  
	
                    Section
      13.09

                  	
                    Reliance
      on Judicial Order or Certificate of Liquidating Agent

                  	
                    52

                  
	
                    Section
      13.10

                  	
                    Satisfaction
      and Discharge; Defeasance and Covenant Defeasance

                  	
                    53

                  
	
                    Section
      13.11

                  	
                    Trustee
      Not Fiduciary for Holders of Senior Indebtedness

                  	
                    53

                  
	 
      	 
      	 
      
	
                    Article
      IX

                  	
                    MISCELLANEOUS
      PROVISIONS

                  	
                    53

                  
	
                    Section
      14.01

                  	
                    Certificates
      and Opinions as to Conditions Precedent

                  	
                    53

                  
	
                    Section
      14.02

                  	
                    Trust
      Indenture Act Controls

                  	
                    54

                  
	
                    Section
      14.03

                  	
                    Notices
      to the Company and Trustee

                  	
                    54

                  
	
                    Section
      14.04

                  	
                    Notices
      to Securityholders; Waiver

                  	
                    54

                  
	
                    Section
      14.05

                  	
                    Legal
      Holiday

                  	
                    55

                  
	
                    Section
      14.06

                  	
                    Effects
      of Headings and Table of Contents

                  	
                    55

                  
	
                    Section
      14.07

                  	
                    No
      Personal Liability

                  	
                    55

                  
	
                    Section
      14.08

                  	
                    Successors
      and Assigns

                  	
                    55

                  
	
                    Section
      14.09

                  	
                    Separability
      Clause

                  	
                    55

                  
	
                    Section
      14.10

                  	
                    Benefits
      of Indenture

                  	
                    56

                  
	
                    Section
      14.11

                  	
                    Counterparts
      Originals

                  	
                    56

                  
	
                    Section
      14.12

                  	
                    Governing
      Law

                  	
                    56

                  
	
                    Section
      14.13

                  	
                    Force
      Majeure

                  	
                    56

                  


          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CROSS
REFERENCE TABLE*

     

    
      
        	
                
                  Section of Trust Indenture Act of 1939,

                  as amended

                

              	
                  

              	
                Section of Indenture

              
	
                310(a)

              	
                  

              	
                10.04(a)

              
	
                310(b)

              	
                  

              	
                10.04(b)

              
	
                310(c)

              	
                  

              	
                Inapplicable

              
	
                311(a)

              	
                  

              	
                10.11

              
	
                311(b)

              	
                  

              	
                10.11

              
	
                311(c)

              	
                  

              	
                Inapplicable

              
	
                312(a)

              	
                  

              	
                9.03(a)

              
	
                312(b)

              	
                  

              	
                10.10

              
	
                312(c)

              	
                  

              	
                10.10

              
	
                313(a)

              	
                  

              	
                9.01

              
	
                313(b)

              	
                  

              	
                9.01

              
	
                313(c)

              	
                  

              	
                9.01

              
	
                313(d)

              	
                  

              	
                9.03(b)

              
	
                314(a)

              	
                  

              	
                9.02

              
	
                314(b)

              	
                  

              	
                Inapplicable

              
	
                314(c)(1)

              	
                  

              	
                14.01

              
	
                314(c)(2)

              	
                  

              	
                14.01

              
	
                314(d)

              	
                  

              	
                Inapplicable

              
	
                314(e)

              	
                  

              	
                14.01(b)

              
	
                314(f)

              	
                  

              	
                Inapplicable

              
	
                315(a)

              	
                  

              	
                10.08

              
	
                315(b)

              	
                  

              	
                10.03

              
	
                315(c)

              	
                  

              	
                10.02(a)

              
	
                315(d)

              	
                  

              	
                10.02(b)

              
	
                315(e)

              	
                  

              	
                7.09

              
	
                316(a)

              	
                  

              	
                7.06

              
	
                316(b)

              	
                  

              	
                7.08

              
	
                316(c)

              	
                  

              	
                8.01

              
	
                317(a)

              	
                  

              	
                7.04

              
	
                317(b)

              	
                  

              	
                6.03

              
	
                318(a)

              	
                  

              	
                14.02

              


      

    

     

    
      	
              *

            	
              This
      Cross-Reference Table does not constitute part of the Indenture and shall
      not have any bearing on the interpretation of any of its terms or
      provisions.

            


    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    INDENTURE
dated as of                     ,
20     ,
between AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation (the “Company”),
and                     ,
as trustee (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures, notes, bonds or other evidences of
indebtedness (the “ Securities
”) in an aggregate principal amount of up to                     
to be issued from time to time in one or more series as provided in this
Indenture; and

     

    WHEREAS,
all things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been
done.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    That, in
consideration of the premises and the purchase of the Securities by the Holders
thereof for the equal and proportionate benefit of all of the present and future
Holders of the Securities, each party agrees and covenants as
follows:

     

    ARTICLE
I

    DEFINITIONS

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

    
      	
               
      

            	
              a)

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

            


    

     

    
      	
               
      

            	
              b)

            	
              all
      terms used herein without definition which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            


    

     

    
      	
               
      

            	
              c)

            	
              the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Indenture as a whole and not to any particular Article,
      Section or other subdivision; and

            


    

     

    
      	
               
      

            	
              d)

            	
              References
      to “Article” or “Section” or other subdivision herein are references to an
      Article, Section or other subdivision of the Indenture, unless the context
      otherwise requires.

            


    

     

    Section
1.01          Definitions.

     

    
      	
               
      

            	
              a)

            	
              Unless
      otherwise defined in this Indenture or the context otherwise requires, all
      terms used herein shall have the meanings assigned to them in the Trust
      Indenture Act.

            


    

     

    
      	
               
      

            	
              b)

            	
              Unless
      the context otherwise requires, the terms defined in this
      Section 1.01(b) shall for all purposes of this Indenture have the
      meanings hereinafter set forth, the following definitions to be equally
      applicable to both the singular and the plural forms of any of the terms
      herein defined:

            


    

     

    Affiliate:
The term “Affiliate,” with respect to any specified Person shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified

     

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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Authenticating
Agent: The term “Authenticating Agent” shall have the meaning assigned to
it in Section 10.09.

     

    Board of
Directors: The term “Board of Directors” shall mean either the board of
directors of the Company or the executive or any other committee of that board
duly authorized to act in respect hereof.

     

    Board
Resolution: The term “Board Resolution” shall mean a copy of a resolution
or resolutions certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors (or by a committee
of the Board of Directors to the extent that any such other committee has been
authorized by the Board of Directors to establish or approve the matters
contemplated) and to be in full force and effect on the date of such
certification and delivered to the Trustee.

     

    Business
Day: The term “Business Day,” when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in the
Securities, shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to
close.

     

    Capital
Stock: The term “Capital Stock” shall mean:

     

    
      	
               
      

            	
              a)

            	
              in
      the case of a corporation, corporate
stock;

            


    

     

    
      	
               
      

            	
              b)

            	
              in
      the case of an association or business entity, any and all shares,
      interests, participations, rights or other equivalents (however
      designated) of corporate stock;

            


    

     

    
      	
               
      

            	
              c)

            	
              in
      the case of a partnership or limited liability company, partnership
      interests (whether general or limited) or membership interests;
      and

            


    

     

    
      	
               
      

            	
              d)

            	
              any other interest or
      participation that confers on a Person the right to receive a share of the
      profits and losses of, or distributions of assets of, the issuing Person,
      but excluding from all of the foregoing any debt securities convertible
      into Capital Stock, whether or not such debt securities include any right
      of participation with Capital
Stock.

            


    

     

    Code: The
term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the
date hereof.

     

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

     

    Company
Order: The term “Company Order” shall mean a written order signed in the
name of the Company by the Chairman, Chief Executive Officer, President, Chief
Financial Officer, any Vice President, Treasurer, Secretary or any Assistant
Secretary of the Company, and delivered to the Trustee.

     

    Corporate Trust
Office: The term “Corporate Trust Office,” or other similar term, shall
mean the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date hereof
is located at                     
, or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust officer of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

     

    Currency:
The term “Currency” shall mean U.S. Dollars or Foreign
Currency.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Default:
The term “Default” shall have the meaning assigned to it in
Section 10.03.

     

    Defaulted
Interest: The term “Defaulted Interest” shall have the same meaning
assigned to it in Section 3.08(b).

     

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

     

    Designated
Currency: The term “Designated Currency” shall have the same meaning
assigned to it in Section 3.12.

     

    Discharged:
The term “Discharged” shall have the meaning assigned to it in
Section 11.03.

     

    Event of
Default: The term “Event of Default” shall have the meaning specified in
Section 7.01.

     

    Exchange
Act: The term “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended.

     

    Exchange
Rate: The term “Exchange Rate” shall have the meaning assigned to it in
Section 7.01.

     

    Floating Rate
Security: The term “Floating Rate Security” shall mean a Security that
provides for the payment of interest at a variable rate determined periodically
by reference to an interest rate index specified pursuant to
Section 3.01.

     

    Foreign
Currency: The term “Foreign Currency” shall mean a currency issued by the
government of any country other than the United States or a composite currency,
the value of which is determined by reference to the values of the currencies of
any group of countries.

     

    GAAP: The
term “GAAP,” with respect to any computation required or permitted hereunder,
shall mean generally accepted accounting principles in the United States as in
effect from time to time, 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.

     

    Global
Security: The term “Global Security” shall mean any Security that
evidences all or part of a series of Securities, issued in fully-registered
certificated form to the Depositary for such series in accordance with
Section 3.03 and bearing the legend prescribed in
Section 3.03(g).

     

    Holder; Holder of
Securities: The terms “Holder” and “Holder of Securities” are defined
under “Securityholder; Holder of Securities; Holder.”

     

    Indebtedness:
The term “Indebtedness” shall mean any and all obligations of a Person for money
borrowed which, in accordance with GAAP, would be reflected on the balance sheet
of such Person as a liability on the date as of which Indebtedness is to be
determined.

     

    Indenture:
The term “Indenture” or “this Indenture” shall mean this instrument and all
indentures supplemental hereto.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Interest:
The term “interest” shall mean, with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, interest payable
after Maturity.

     

    Interest Payment
Date: The term “Interest Payment Date” shall mean, with respect to any
Security, the Stated Maturity of an installment of interest on such
Security.

     

    Mandatory Sinking
Fund Payment: The term “Mandatory Sinking Fund Payment” shall have the
meaning assigned to it in Section 5.01.

     

    Maturity:
The term “Maturity,” with respect to any Security, shall mean the date on which
the principal of such Security shall become due and payable as therein and
herein provided, whether by declaration, call for redemption or
otherwise.

     

    Members:
The term “Members” shall have the meaning assigned to it in
Section 3.03(i).

     

    Officer’s
Certificate: The term “Officer’s Certificate” shall mean a certificate
signed by any of the Chairman of the Board of Directors, Chief Executive
Officer, President, Chief Financial Officer, any Vice President, Treasurer,
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 14.01 if and to the extent required by the provisions of such
Section.

     

    Opinion of
Counsel: The term “Opinion of Counsel” shall mean an opinion in writing
signed by legal counsel, who may be an employee of or of counsel to the Company,
or may be other counsel that meets the requirements provided for in
Section 14.01.

     

    Optional Sinking
Fund Payment: The term “Optional Sinking Fund Payment” shall have the
meaning assigned to it in Section 5.01.

     

    Original Issue
Discount Security: The term “Original Issue Discount Security” shall mean
any Security that is issued with “original issue discount” within the meaning of
Section 1273(a) of the Code and the regulations thereunder and any other
Security designated by the Company as issued with original issue discount for
United States federal income tax purposes.

     

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

     

    
      	
               
      

            	
              a)

            	
              Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

            


    

     

    
      	
               
      

            	
              b)

            	
              Securities
      or portions thereof for which 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 or Securities as to which the Company’s
      obligations have been Discharged; provided, however, that if such
      Securities or portions thereof are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee has been made;
  and

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              c)

            	
              Securities
      that have been paid pursuant to Section 3.07(b) 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 a Responsible Officer of the
      Trustee proof satisfactory to it that such Securities are held by a
      protected 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 Securities of a series Outstanding
      have performed any action hereunder, Securities owned by the Company or
      any other obligor upon the Securities of such series 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 action, only Securities of such
      series that a Responsible Officer of the Trustee actually knows to be so
      owned shall be so disregarded. Securities so owned that have been pledged
      in good faith may be regarded as Outstanding if the pledgee establishes to
      the satisfaction of the Trustee the pledgee’s right to act with respect to
      such Securities and that the pledgee is not the Company or any other
      obligor upon such Securities or any Affiliate of the Company or of such
      other obligor. In determining whether the Holders of the requisite
      principal amount of Outstanding Securities of a series have performed any
      action hereunder, the principal amount of an Original Issue Discount
      Security that shall be deemed to be Outstanding for such purpose shall be
      the amount of the principal thereof that would be due and payable as of
      the date of such determination upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 7.02 and the principal amount of
      a Security denominated in a Foreign Currency that shall be deemed to be
      Outstanding for such purpose shall be the amount calculated pursuant to
      Section 3.11(b).

            


    

     

    Paying
Agent: The term “Paying Agent” shall have the meaning assigned to it in
Section 6.02(a).

     

    Person:
The term “Person” shall mean an individual, a corporation, a limited liability
company, a partnership, an association, a joint stock company, a trust, an
unincorporated organization or a government or an agency or political
subdivision thereof.

     

    Place of
Payment: The term “Place of Payment” shall mean, when used with respect
to the Securities of any series, the place or places where the principal of and
premium, if any, and interest on the Securities of that series are payable as
specified pursuant to Section 3.01.

     

    Predecessor
Security: The term “Predecessor Security” shall mean, with respect to any
Security, every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security, and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.

     

    Record
Date: The term “Record Date” shall mean, with respect to any interest
payable on any Security on any Interest Payment Date, the close of business on
any date specified in such Security for the payment of interest pursuant to
Section 3.01.

     

    Redemption
Date: The term “Redemption Date” shall mean, when used with respect to
any Security to be redeemed, in whole or in part, the date fixed for such
redemption by or pursuant to this Indenture and the terms of such Security,
which, in the case of a Floating Rate Security, unless otherwise specified
pursuant to Section 3.01, shall be an Interest Payment Date
only.

     

    Redemption
Price: The term “Redemption Price,” when used with respect to any
Security to be redeemed, in whole or in part, shall mean the price at which it
is to be redeemed pursuant to the terms of the Security and this
Indenture.

     

    Register:
The term “Register” shall have the meaning assigned to it in
Section 3.05(a).

     

    Registrar:
The term “Registrar” shall have the meaning assigned to it in
Section 3.05(a).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Responsible
Officers: The term “Responsible Officers” of the Trustee hereunder shall
mean any Vice President, any Assistant Vice President, any Trust Officer, any
Assistant Trust Officer or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers, and also means, with respect
to a particular corporate trust matter, any other officer of the Trustee to whom
such 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.

     

    SEC: The
term “SEC” shall mean the U.S. Securities and Exchange Commission, as
constituted from time to time.

     

    Securities
Act: The term “Securities Act” shall mean the Securities Act of 1933, as
amended.

     

    Security:
The term “Security” or “Securities” shall have the meaning stated in the
recitals and shall more particularly mean one or more of the Securities duly
authenticated by the Trustee and delivered pursuant to the provisions of this
Indenture.

     

    Security
Custodian: The term “Security Custodian” shall mean the custodian with
respect to any Global Security appointed by the Depositary, or any successor
Person thereto, and shall initially be the Paying Agent.

     

    Securityholder;
Holder of Securities; Holder: The term “Securityholder” or “Holder of
Securities” or “Holder,” shall mean the Person in whose name Securities shall be
registered in the Register kept for that purpose hereunder.

     

    Senior
Indebtedness: The term “Senior Indebtedness” means the principal of (and
premium, if any) and unpaid interest on (x) Indebtedness of the Company,
whether outstanding on the date hereof or thereafter created, incurred, assumed
or guaranteed, for money borrowed other than (a) any Indebtedness of the
Company which when incurred, and without respect to any election under
Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the
Company, (b) any Indebtedness of the Company to any of its Subsidiaries,
(c) Indebtedness to any employee of the Company, (d) any liability for
taxes, (e) Trade Payables and (f) any Indebtedness of the Company
which is expressly subordinate in right of payment to any other Indebtedness of
the Company, and (y) renewals, extensions, modifications and refundings of
any such Indebtedness. For purposes of the foregoing and the definition of
“Senior Indebtedness,” the phrase “subordinated in right of payment” means debt
subordination only and not lien subordination, and accordingly,
(i) unsecured indebtedness shall not be deemed to be subordinated in right
of payment to secured indebtedness merely by virtue of the fact that it is
unsecured, and (ii) junior liens, second liens and other contractual
arrangements that provide for priorities among Holders of the same or different
issues of indebtedness with respect to any collateral or the proceeds of
collateral shall not constitute subordination in right of payment. This
definition may be modified or superseded by a supplemental
indenture.

     

    Significant
Subsidiary: The term “Significant Subsidiary” means a Subsidiary,
including its Subsidiaries, that meets any of the conditions set forth under
Rule 405 of the Securities Act.

     

    Stated
Maturity: The term “Stated Maturity” when used with respect to any
Security or any installment of interest thereon, shall mean the date specified
in such Security as the fixed date on which the principal (or any portion
thereof) of or premium, if any, on such Security or such installment of interest
is due and payable.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Subsidiary:
The term “Subsidiary,” when used with respect to any Person, shall
mean:

     

    
      	
               
      

            	
              a)

            	
              any
      corporation, limited liability company, association or other business
      entity of which more than 50% of the total voting power of shares of
      Capital Stock entitled (without regard to the occurrence of any
      contingency and after giving effect to any voting agreement or
      stockholders’ agreement that effectively transfers voting power) to vote
      in the election of directors, managers or trustees of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person (or a combination thereof);
  and

            


    

     

    
      	
               
      

            	
              b)

            	
              any
      partnership (i) the sole general partner or the managing general
      partner of which is such Person or a Subsidiary of such Person or
      (ii) the only general partners of which are that Person or one or
      more Subsidiaries of that Person (or any combination
    thereof).

            


    

     

    Successor
Company: The term “Successor Company” shall have the meaning assigned to
it in Section 3.06(i).

     

    Trade
Payables: The term “Trade Payables” means accounts payable or any other
Indebtedness or monetary obligations to trade creditors created or assumed by
the Company or any Subsidiary of the Company in the ordinary course of business
(including guarantees thereof or instruments evidencing such
liabilities).

     

    Tranche:  The
term “tranche” shall have the same meaning assigned to it in Section
3.14.

     

    Trust Indenture
Act; TIA: The term “Trust Indenture Act” or “TIA” shall mean the Trust
Indenture Act of 1939, as amended.

     

    Trustee:
The term “Trustee” shall mean the Person named as the “Trustee” in the first
paragraph of this Indenture until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that
series.

     

    U.S.
Dollars: The term “U.S. Dollars” shall mean such currency of the United
States as at the time of payment shall be legal tender for the payment of public
and private debts.

     

    U.S. Government
Obligations: The term “U.S. Government Obligations” shall have the same
meaning assigned to it in Section 11.03.

     

    United
States: The term “United States” shall mean the United States of America
(including the States and the District of Columbia), its territories and its
possessions and other areas subject to its jurisdiction.

     

    ARTICLE
II

    FORMS OF
SECURITIES

     

    Section
2.01          Terms of the
Securities.

     

    a)      The
Securities of each series shall be substantially in the form set forth in a
Company Order or in one or more indentures supplemental hereto, and shall have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Securities may
be listed or of any automated quotation system on which any such series may be
quoted, or to conform to usage, all as determined by the officers executing such
Securities as conclusively evidenced by their execution of such
Securities.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    b)      The
terms and provisions of the Securities shall constitute, and are hereby
expressly made, a part of this Indenture, and, to the extent applicable, 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.

     

    
      	
              Section
      2.02

            	
              Form of Trustee’s
      Certificate of
Authentication.

            


    

     

    a)      Only
such of the Securities as shall bear thereon a certificate substantially in the
form of the Trustee’s certificate of authentication hereinafter recited,
executed by the Trustee by manual signature, shall be valid or become obligatory
for any purpose or entitle the Holder thereof to any right or benefit under this
Indenture.

     

    b)      Each
Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in
Section 3.01.

     

    c)      The
form of the Trustee’s certificate of authentication to be borne by the
Securities shall be substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    Date of
Authentication ________________

     

    ___________________________________,
as Trustee

     

    
      
        
          
            
              	
                      By: 

                    	 
      
	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    

     

    Section
2.03          Form of Trustee’s
Certificate of Authentication by an Authenticating Agent . If at any time
there shall be an Authenticating Agent appointed with respect to any series of
Securities, then the Trustee’s Certificate of Authentication by such
Authenticating Agent to be borne by Securities of each such series shall be
substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Securities issued referred to in the within-mentioned
Indenture.

     

    Date of
Authentication ________________

     

    ___________________________________,
as Trustee

     

    
      
        
          
            
              
                	
                        By: 

                      	 
      
	 
      	
                        as
      Authenticating Agent

                      
	 
      	 
      
	
                        By: 

                      	 
      
	 
      	
                        Authorized
      Signatory

                      


              

            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


     

    ARTICLE
III

    THE DEBT
SECURITIES

     

    Section
3.01          Amount; Issuable in
Series. The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is             
.. The Securities may be issued in one or more series. There shall be set forth
in a Company Order or in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series:

     

    a)      the
title of the Securities of the series (which shall distinguish the Securities of
such series from the Securities of all other series, except to the extent that
additional Securities of an existing series are being issued);

     

    b)      any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture and any limitation on
the Company’s ability to increase such aggregate principal amount after initial
issuance of Securities of that series (except for Securities authenticated and
delivered upon transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 3.04, 3.06, 3.07, 4.06, or
12.05);

     

    c)      the
dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of
and premium, if any, on the Securities of such series are or may be payable or
the method by which such date or dates shall be determined or
extended;

     

    d)      the
rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue, or the method by which such date or dates
shall be determined, the Interest Payment Dates on which any such interest shall
be payable, and the Record Dates for the determination of Holders to whom
interest is payable on such Interest Payment Dates or the method by which such
date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;

     

    e)      if
other than U.S. Dollars, the Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or
interest on the Securities of the series shall be payable and any other terms
concerning such payment;

     

    f)      if
the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula
or other method including, but not limited to, an index based on a Currency or
Currencies other than that in which the Securities are stated to be payable, the
manner in which such amounts shall be determined;

     

    g)      if
the principal of, premium, if any, or interest on Securities of the series are
to be payable, at the election of the Company or a Holder thereof, in a Currency
other than that in which the Securities are denominated or stated to be payable
without such election, the period or periods within which, and the terms and
conditions upon which, such election may be made and the time and the manner of
determining the exchange rate between the Currency in which the Securities are
denominated or payable without such election and the Currency in which the
Securities are to be paid if such election is made;

     

    h)      the
place or places, if any, in addition to or instead of the Corporate Trust Office
of the Trustee where the principal of, premium, if any, and interest on
Securities of the series shall be payable, and where Securities of any series
may be presented for registration of transfer, exchange or conversion, and the
place or places where notices and demands to or upon the Company in respect of
the Securities of such series may be made;


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    i)      the
price or prices at which, the period or periods within which or the date or
dates on which, and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option;

     

    j)      the
obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or analogous
provisions or at the option of a Holder thereof and the price or prices at
which, the period or periods within which or the date or dates on which, the
Currency or Currencies in which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;

     

    k)      if
other than denominations of $1,000 or any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;

     

    l)      if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;

     

    m)    whether
the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be
issued;

     

    n)      provisions,
if any, for the defeasance of Securities of the series in whole or in part and
any addition or change in the provisions related to satisfaction and
discharge;

     

    o)      whether
the Securities of the series are to be issued in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities and the terms and conditions, if any, upon which
interests in such Global Security or Securities may be exchanged in whole or in
part for the individual Securities represented thereby;

     

    p)      the
date as of which any Global Security of the series shall be dated if other than
the original issuance of the first Security of the series to be
issued;

     

    q)      the
form of the Securities of the series;

     

    r)      if
the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any additions or changes, if any, to permit or facilitate such conversion or
exchange;

     

    s)      whether
the Securities of such series are subject to subordination and the terms of such
subordination;

     

    t)      any
restriction or condition on the transferability of the Securities of such
series;

     

    u)      any
addition or change in the provisions related to compensation and reimbursement
of the Trustee which applies to Securities of such series;

     

    v)      any
addition or change in the provisions related to supplemental indentures set
forth in Sections 12.04 and 12.02 which applies to Securities of such
series;

     

    w)      provisions,
if any, granting special rights to Holders upon the occurrence of specified
events;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    x)      any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 7.02 and any addition or change in the
provisions set forth in Article VII that applies to Securities of the
series;

     

    y)      any
addition to or change in the covenants set forth in Article VI which applies to
Securities of the series; and

     

    z)      any
other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 12.01).

     

    All
Securities of any one series shall be substantially identical, except as to
denomination and except as may otherwise be provided herein or set forth in a
Company Order or in one or more indentures supplemental hereto.

     

    Section
3.02          Denominations. In the
absence of any specification pursuant to Section 3.01 with respect to
Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be
payable only in U.S. Dollars.

     

    Section
3.03          Execution, Authentication,
Delivery and Dating.

     

    a)      The
Securities shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
Treasurer, Secretary or one of its Vice Presidents. If the Person whose
signature is on a Security no longer holds that office at the time the Security
is authenticated and delivered, the Security shall nevertheless be
valid.

     

    b)      At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and, if required pursuant to
Section 3.01, a supplemental indenture or Company Order setting forth the
terms of the Securities of a series. The Trustee shall thereupon authenticate
and deliver such Securities without any further action by the Company. The
Company Order shall specify the amount of Securities to be authenticated and the
date on which the original issue of Securities is to be
authenticated.

     

    c)      In
authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee
shall receive, and (subject to Section 10.02) shall be fully protected in
relying upon an Officer’s Certificate and an Opinion of Counsel, each prepared
in accordance with Section 14.01 stating that the conditions precedent, if
any, provided for in the Indenture have been complied with.

     

    d)      The
Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

     

    e)      Each
Security shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.01 with respect to the Securities of such
series.

     

    f)      Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all of the
Securities of any series are not to be originally issued at the same time, then
the documents required to be delivered pursuant to this Section 3.03 must
be delivered only once prior to the authentication and delivery of the first
Security of such series.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    g)      If
the Company shall establish pursuant to Section 3.01 that the Securities of
a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities,
(ii) shall be registered, if in registered form, in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect:

     

    “Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.”

     

    The
aggregate principal amount of each Global Security may from time to time be
increased or decreased by adjustments
made on the records of the Security Custodian, as provided in this
Indenture.

     

    h)     Each
Depositary designated pursuant to Section 3.01 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation.

     

    i)      Members
of, or participants in, the Depositary (“Members”)
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or by the Security Custodian under such
Global Security, and the Depositary may be treated by the Company, the Trustee,
the Paying Agent and the Registrar and any of their agents as the absolute owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee, the Paying
Agent or the Registrar or any of their agents from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Members, the operation of customary
practices of the Depositary governing the exercise of the rights of an owner of
a beneficial interest in any Global Security. The Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Members and
Persons that may hold interests through Members, to take any action that a
Holder is entitled to take under this Indenture or the Securities.

     

    j)      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 one of the forms provided for herein duly
executed by the Trustee or by an Authenticating Agent by manual or facsimile
signature of an authorized signatory of the Trustee, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.


    
      
         


      

      
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    Section
3.04          Temporary
Securities.

     

    a)      Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, typewritten or otherwise reproduced, in any
authorized denomination, substantially in the form of the definitive Securities
in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Any such temporary Security may be in global form,
representing all or a portion of the Outstanding Securities of such series.
Every such temporary Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Security or Securities in lieu of which it is issued.

     

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

     

    c)      Upon
any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this
Section 3.04 or Section 3.06, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

     

    Section
3.05          Registrar.

     

    a)      The
Company shall maintain an office or agency where Securities may be presented for
registration, registration of transfer or for exchange (the “Registrar”)
and an office or agency where Securities may be presented for payment (the
“Paying
Agent”), which shall be in the United States of America. The Company
shall cause the Registrar to keep a register of the Registered Securities and of
their registration, transfer and exchange (the “Register”).
The Company may have one or more additional Paying Agents or transfer agents
with respect to any series.

     

    b)      The
Company shall enter into an appropriate agency agreement with any Registrar or
co-Registrar not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar for any series, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 10.01.
The Company or any Affiliate thereof may act as Registrar, co-Registrar or
transfer agent.

     

    c)      The
Company may remove any Agent upon written notice to such Agent and the Trustee;
provided that no such
removal shall become effective until (i) the acceptance of an appointment
by a successor Agent to such Agent as evidenced by an appropriate agency
agreement entered into by the Company and such successor Agent and delivered to
the Trustee or (ii) notification to the Trustee that the Trustee shall
serve as such Agent until the appointment of a successor Agent in accordance
with clause (i) of this proviso. The Company or any Affiliate of the
Company may act as Paying Agent or Registrar; provided that neither the
Company nor an Affiliate of the Company shall act as Paying Agent in connection
with the defeasance of the Securities or the discharge of this Indenture under
Article XI.


    
      
         


      

      
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    d)      The
Company hereby initially appoints the Trustee at its Corporate Trust Office as
Registrar in connection with the Securities and this Indenture, until such time
as another Person is appointed as such.  If, at any time, the Trustee
is not the Registrar, the Registrar shall make available to the Trustee ten days
prior to each interest payment date and at such other times as the Trustee may
reasonably request the names and addresses of the Holders as they appear in the
Register.

     

    Section
3.06          Transfer and
Exchange.

     

    
      	
               
      

            	
              a)

            	
              Transfer.

            


    

     

    i)      Upon
surrender for registration of transfer of any Security of any series at the
Registrar, the Company shall execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee,
one or more new Securities of the same series for like aggregate principal
amount of any authorized denomination or denominations. The transfer of any
Security shall not be valid as against the Company or the Trustee unless
registered at the Registrar at the request of the Holder, or at the request of
his, her or its attorney duly authorized in writing.

     

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

     

    
      	
               
      

            	
              b)

            	
              Exchange.

            


    

     

    i)      At
the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of
the same series for like aggregate principal amount of any authorized
denomination or denominations, upon surrender of the Securities to be exchanged
at the Registrar.

     

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

     

    c)      Exchange of Global
Securities for Individual Securities. Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
individual Securities.

     

    i)      Individual
Securities shall be issued to all owners of beneficial interests in a Global
Security in exchange for such interests if: (A) at any time the Depositary
for the Securities of a series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be
eligible under Section 3.03(h) and, in each case, a successor Depositary is
not appointed by the Company within 90 days of such notice, or (B) the
Company executes and delivers to the Trustee and the Registrar an Officer’s
Certificate stating that such Global Security shall be so
exchangeable.

     

    In
connection with the exchange of an entire Global Security for individual
Securities pursuant to this subsection (c), such Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Securities of such series, will authenticate and
deliver to each beneficial owner identified by the Depositary in exchange for
its beneficial interest in such Global Security, an equal aggregate principal
amount of individual Securities of authorized denominations.


    
      
         


      

      
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    ii)    The
owner of a beneficial interest in a Global Security will be entitled to receive
an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar
of instructions from the Holder of a Global Security directing the Security
Custodian and Registrar to (x) issue one or more individual Securities in
the amounts specified to the owner of a beneficial interest in such Global
Security and (y) debit or cause to be debited an equivalent amount of
beneficial interest in such Global Security, subject to the rules and
regulations of the Depositary:

     

    A.     the
Security Custodian and Registrar shall notify the Company and the Trustee of
such instructions, identifying the owner and amount of such beneficial interest
in such Global Security;

     

    B.      the
Company shall promptly execute and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual Securities of such series,
shall authenticate and deliver to such beneficial owner individual Securities in
an equivalent amount to such beneficial interest in such Global Security;
and

     

    C.      the
Security Custodian and Registrar shall decrease such Global Security by such
amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue
such individual Securities, the Company expressly acknowledges, with respect to
the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof,
the right of any beneficial Holder of Securities to pursue such remedy with
respect to the portion of the Global Security that represents such beneficial
Holder’s Securities as if such individual Securities had been
issued.

     

    iii)   If
specified by the Company pursuant to Section 3.01 with respect to a series
of Securities, the Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in whole or in part
for individual Securities of such series on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,

     

    A.     to
each Person specified by such Depositary a new individual Security or Securities
of the same series, of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and

     

    B.      to
such Depositary a new Global Security in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders
thereof.

     

    iv)   In
any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in
registered form in authorized denominations.

     

    v)    Upon
the exchange in full of a Global Security for individual Securities, such Global
Security shall be canceled by the Trustee. Individual Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.


    
      
         


      

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

     

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

     

    f)      No
service charge will be made for any registration of transfer or exchange of
Securities. The Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than those
expressly provided in this Indenture to be made at the Company’s own expense or
without expense or charge to the Holders.

     

    g)      The
Company shall not be required to (i) register, transfer or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the transmission of a notice of redemption of Securities
of such series selected for redemption under Section 4.03 and ending at the
close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

    h)      Prior
to the due presentation for registration of transfer or exchange of any
Security, the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents may deem and treat the Person in whose name
a Security is registered as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for all purposes whatsoever, and none of the Company, the
Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their
agents shall be affected by any notice to the contrary.

     

    i)     
 In case a successor Company (“Successor
Company”) has executed an indenture supplemental hereto with the Trustee
pursuant to Article XII, any of the Securities authenticated or delivered
pursuant to such transaction may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of the
Successor Company with such changes in phraseology and form as may be
appropriate, but otherwise identical to the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the Successor Company, shall authenticate and deliver Securities as specified in
such order for the purpose of such exchange. If Securities shall at any time be
authenticated and delivered in any new name of a Successor Company pursuant to
this Section 3.06 in exchange or substitution for or upon registration of
transfer of any Securities, such Successor Company, at the option of the Holders
but without expense to them, shall provide for the exchange of all Securities at
the time Outstanding for Securities authenticated and delivered in such new
name.

     

    j)     
 Each Holder of a Security agrees to indemnify the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder’s Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities laws.


    
      
         


      

      
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    k)      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 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.

     

    l)   
   Neither the Trustee nor any agent of the Trustee shall have
any responsibility for any actions taken or not taken by the
Depositary.

     

    Section
3.07          Mutilated, Destroyed, Lost
and Stolen Securities.

     

    a)      If
(i) any mutilated Security is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Company and the Trustee security or indemnity bond satisfactory
to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by
a protected purchaser, then the Company shall execute and upon Company Order the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security, a new Security of the same series
and of like tenor, form, terms and principal amount, bearing a number not
contemporaneously outstanding, that neither gain nor loss in interest shall
result from such exchange or substitution.

     

    b)      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 the amount due on such Security in accordance with
its terms.

     

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

     

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

     

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

     

    Section
3.08          Payment of Interest;
Interest Rights Preserved.

     

    a)      Interest
on any Security that is payable and is punctually paid or duly provided for on
any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Record Date for such interest notwithstanding the cancellation
of such Security upon any transfer or exchange subsequent to the Record Date.
Payment of interest on Securities shall be made at the Corporate Trust Office
(except as otherwise specified pursuant to Section 3.01) or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Register or, in accordance with arrangements
satisfactory to the Trustee, by wire transfer to an account designated by the
Holder.


    
      
         


      

      
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    b)      If
the Company defaults in a payment of interest on the Registered Securities, it
shall pay, or shall deposit with the Paying Agent money in immediately available
funds sufficient to pay, the “Defaulted
Interest” plus (to the extent lawful) any interest payable on the
defaulted interest (as may be specified in the terms thereof, established
pursuant to Section 3.01) to the Persons who are Holders on a subsequent
special record date, which shall mean the 15th day next preceding the date fixed
by the Company for the payment of defaulted interest, whether or not such day is
a Business Day. At least 15 days before such special record date, the Company
shall mail to each Holder of such Registered Securities and to the Trustee a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

     

    c)      Subject
to the provisions set forth herein relating to Record Dates, each Security
delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

     

    Section
3.09          Cancellation. Unless
otherwise specified pursuant to Section 3.01 for Securities of any series,
all Securities surrendered for payment, redemption, registration of transfer or
exchange or credit against any sinking fund or otherwise shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for
cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. The Trustee shall dispose of all canceled Securities held by it in
accordance with its then customary procedures and deliver a certificate of such
disposal to the Company upon its request therefor. The acquisition of any
Securities by the Company shall not operate as a redemption or satisfaction of
the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.

     

    Section
3.10          Computation of
Interest. Except as otherwise specified pursuant to Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     

    Section
3.11          Currency of Payments in
Respect of Securities.

     

    a)      Except
as otherwise specified pursuant to Section 3.01 for Securities of any
series, payment of the principal of and premium, if any, and interest on
Securities of such series will be made in U.S. Dollars.

     

    b)      For
purposes of any provision of the Indenture in which the Holders of Outstanding
Securities may perform an action that requires that a specified percentage of
the Outstanding Securities of all series perform such action and for purposes of
any decision or determination by the Trustee of amounts due and unpaid for the
principal of and premium, if any, and interest on the Securities of all series
in respect of which moneys are to be disbursed ratably, the principal of and
premium, if any, and interest on the Outstanding Securities denominated in a
Foreign Currency will be the amount in U.S. Dollars based upon exchange rates,
determined as specified pursuant to Section 3.01 for Securities of such
series, as of the date for determining whether the Holders entitled to perform
such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be.


    
      
         


      

      
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    c)      Any
decision or determination to be made regarding exchange rates shall be made by
an agent appointed by the Company; provided, that such agent shall accept such
appointment in writing and the terms of such appointment shall, in the opinion
of the Company at the time of such appointment, require such agent to make such
determination by a method consistent with the method provided pursuant to
Section 3.01 for the making of such decision or determination. All
decisions and determinations of such agent regarding exchange rates shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of the
Securities.

     

    Section
3.12          Judgments. The
Company may provide pursuant to Section 3.01 for Securities of any series
that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign
Currency or U.S. Dollars (the “ Designated
Currency ”) as may be specified pursuant to Section 3.01 is of the
essence and agrees that, to the fullest extent possible under applicable law,
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the
Designated Currency of the principal of and premium, if any, and interest on
such Securities shall, notwithstanding any payment in any other Currency
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other Currency (after any premium and cost of exchange) on the business day
in the country of issue of the Designated Currency or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment; (c) if the amount in
the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may
be necessary to compensate for such shortfall; and (d) any obligation of
the Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     

    Section
3.13          CUSIP
Numbers. The Company in
issuing any Securities may use CUSIP, ISIN or other similar numbers, if then
generally in use, and thereafter with respect to such series, the Trustee may
use such numbers in any notice of redemption or exchange with respect to such
series. 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 will promptly notify the Trustee in writing of any change in the
CUSIP, ISIN or other similar numbers.

     

    Section
3.14          Series May Include
Tranches. A series of Securities may include one or more tranches (each a
“tranche”)
of Securities. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of this Indenture, if any series of Securities includes more
than one tranche, all provisions of such sections applicable to any series of
Securities shall be deemed equally applicable to each tranche of any series of
Securities in the same manner as though originally designated a series unless
otherwise provided with respect to such series or tranche pursuant to
Section 2.3. In particular, and without limiting the scope of the next
preceding sentence, any of the provisions of such sections which provide for or
permit action to be taken with respect to a series of Securities shall also be
deemed to provide for and permit such action to be taken instead only with
respect to Securities of one or more tranches within that series (and such
provisions shall be deemed satisfied thereby), even if no comparable action is
taken with respect to Securities in the remaining tranches of that
series.


    
      
         


      

      
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    ARTICLE
IV

    REDEMPTION OF
SECURITIES

     

    Section
4.01          Applicability of Right of
Redemption. Redemption of Securities (other than pursuant to a sinking
fund, amortization or analogous provision) permitted by the terms of any series
of Securities shall be made (except as otherwise specified pursuant to
Section 3.01 for Securities of any series) in accordance with this Article;
provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.

     

    Section
4.02          Selection of Securities to
be Redeemed.

     

    a)      If
the Company shall at any time elect to redeem all or any portion of the
Securities of a series then Outstanding, it shall at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of
such series is registered in the same name, the Trustee may treat the aggregate
principal amount so registered as if it were represented by one Security of such
series. The Trustee shall, as soon as practicable, notify the Company in writing
of the Securities and portions of Securities so selected.

     

    b)      For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

     

    Section
4.03          Notice of
Redemption.

     

    a)         
  Notice of redemption shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company;
provided, however, that the Company makes such request at least 3 days prior to
the date by which such notice of redemption must be given to Holders in
accordance with this Section 4.03; provided further that, the text of such
notice shall be prepared by the Company, not less than 60 days before the
Redemption Date unless the Trustee consents to a shorter period, to the Holders
of Securities of any series to be redeemed in whole or in part pursuant to this
Article, in the manner provided in Section 14.04. Any notice so given shall
be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Failure to give such notice, or any defect in such notice
to the Holder of any Security of a series designated for redemption, in whole or
in part, shall not affect the sufficiency of any notice of redemption with
respect to the Holder of any other Security of such series.

     

    b)         
  All notices of redemption shall identify the Securities to be
redeemed (including CUSIP, ISIN or other similar numbers, if available) and
shall state:

     

    i)      such
election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such
series or a supplemental indenture establishing such series, if such be the
case;


    
      
         


      

      
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    ii)     the
Redemption Date;

     

    iii)    the
Redemption Price;

     

    iv)    if
less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the Securities of such series to be redeemed;

     

    v)     that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed, and that, if applicable, interest thereon
shall cease to accrue on and after said date;

     

    vi)    the
Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price;

     

    vii)   that
the redemption is for a sinking fund, if such is the case; and

     

    viii)  that the Securities must be surrendered
to the Paying Agent for payment of the Redemption Price.

     

    Section
4.04          Deposit of Redemption
Price. On or prior to 11:00 a.m., Eastern time, on the Redemption Date
for any Securities, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 6.03) an amount of money in the Currency in
which such Securities are denominated (except as provided pursuant to
Section 3.01) sufficient to pay the Redemption Price of such Securities or
any portions thereof that are to be redeemed on that date.

     

    Section
4.05          Securities Payable on
Redemption Date. Notice of redemption having been given as aforesaid, any
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the Company
shall Default in the payment of the Redemption Price) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or
prior to the Redemption Date for such Securities shall be payable according to
the terms of such Securities and the provisions of
Section 3.08.

     

    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 prescribed therefor in
the Security.

     

    Section
4.06          Securities Redeemed in
Part. Any Security that is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his, her or its 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 new Security or Securities of the same series, of like tenor and form, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered. In the case of a
Security providing appropriate space for such notation, at the option of the
Holder thereof, the Trustee, in lieu of delivering a new Security or Securities
as aforesaid, may make a notation on such Security of the payment of the
redeemed portion thereof.


    
      
         


      

      
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    ARTICLE
V

    SINKING
FUNDS

     

    Section
5.01          Applicability of Sinking
Fund.

     

    a)     Redemption
of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities
shall be made in accordance with such terms of such series of Securities and
this Article, except as otherwise specified pursuant to Section 3.01 for
Securities of such series, provided, however, that if any such terms of a series
of Securities shall conflict with any provision of this Article, the terms of
such series shall govern.

     

    b)     The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “Mandatory Sinking
Fund Payment,” and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an “Optional Sinking
Fund Payment.” If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to
reduction as provided in Section 5.02.

     

    Section
5.02          Mandatory Sinking Fund
Obligation. The Company may, at its option, satisfy any Mandatory Sinking
Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such
series in transferable form theretofore purchased or otherwise acquired by the
Company or redeemed at the election of the Company pursuant to Section 4.03
or (b) receiving credit for Securities of such series (not previously so
credited) acquired by the Company and theretofore delivered to the Trustee. The
Trustee shall credit such Mandatory Sinking Fund Payment obligation with an
amount equal to the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such Mandatory Sinking
Fund Payment shall be reduced accordingly. If the Company shall elect to so
satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the
Trustee not less than 45 days prior to the relevant sinking fund payment date a
written notice signed on behalf of the Company by its Chairman of the Board of
Directors, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, one of its Vice Presidents, its Treasurer or one of its
Assistant Treasurers, which shall designate the Securities (and portions
thereof, if any) so delivered or credited and which shall be accompanied by such
Securities (to the extent not theretofore delivered) in transferable form. In
case of the failure of the Company, at or before the time so required, to give
such notice and deliver such Securities the Mandatory Sinking Fund Payment
obligation shall be paid entirely in moneys.

     

    Section
5.03          Optional Redemption at
Sinking Fund Redemption Price. In addition to the sinking fund
requirements of Section 5.02, to the extent, if any, provided for by the
terms of a particular series of Securities, the Company may, at its option, make
an Optional Sinking Fund Payment with respect to such Securities. Unless
otherwise provided by such terms, (a) to the extent that the right of the
Company to make such Optional Sinking Fund Payment shall not be exercised in any
year, it shall not be cumulative or carried forward to any subsequent year, and
(b) such optional payment shall operate to reduce the amount of any
Mandatory Sinking Fund Payment obligation as to Securities of the same series.
If the Company intends to exercise its right to make such optional payment in
any year it shall deliver to the Trustee not less than 45 days prior to the
relevant sinking fund payment date a certificate signed by its Chairman of the
Board of Directors, Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer, one of its Vice Presidents, Treasurer or one of its
Assistant Treasurers stating that the Company will exercise such optional right,
and specifying the amount which the Company will pay on or before the next
succeeding sinking fund payment date. Such certificate shall also state that no
Event of Default has occurred and is continuing.


    
      
         


      

      
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    Section
5.04          Application of Sinking Fund
Payment.

     

    a)          
  If the sinking fund payment or payments made in funds pursuant to
either Section 5.02 or 5.03 with respect to a particular series of
Securities plus any unused balance of any preceding sinking fund payments made
in funds with respect to such series shall exceed $50,000 (or a lesser sum if
the Company shall so request, or such equivalent sum for Securities denominated
other than in U.S. Dollars), it shall be applied by the Trustee on the sinking
fund payment date next following the date of such payment, unless the date of
such payment shall be a sinking fund payment date, in which case such payment
shall be applied on such sinking fund payment date, to the redemption of
Securities of such series at the redemption price specified pursuant to
Section 4.03(b). The Trustee shall select, in the manner provided in
Section 4.02, for redemption on such sinking fund payment date, a
sufficient principal amount of Securities of such series to absorb said funds,
as nearly as may be, and shall, at the expense and in the name of the Company,
thereupon cause notice of redemption of the Securities to be given in
substantially the manner provided in Section 4.03(a) for the redemption of
Securities in part at the option of the Company, except that the notice of
redemption shall also state that the Securities are being redeemed for the
sinking fund. Any sinking fund moneys not so applied by the Trustee to the
redemption of Securities of such series shall be added to the next sinking fund
payment received in funds by the Trustee and, together with such payment, shall
be applied in accordance with the provisions of this Section 5.04. Any and
all sinking fund moneys held by the Trustee on the last sinking fund payment
date with respect to Securities of such series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee to the payment of the principal of the Securities of such series at
Maturity.

     

    b)         
  On or prior to each sinking fund payment date, the Company shall pay
to the Trustee a sum equal to all interest accrued to but not including the date
fixed for redemption on Securities to be redeemed on such sinking fund payment
date pursuant to this Section 5.04.

     

    c)          
 The Trustee shall not redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a Default in payment of
interest on any Securities of such series or of any Event of Default (other than
an Event of Default occurring as a consequence of this paragraph) of which the
Trustee has actual knowledge, except that if the notice of redemption of any
Securities of such series shall theretofore have been mailed in accordance with
the provisions hereof, the Trustee shall redeem such Securities if funds
sufficient for that purpose shall be deposited with the Trustee in accordance
with the terms of this Article. Except as aforesaid, any moneys in the sinking
fund at the time any such Default or Event of Default shall occur and any moneys
thereafter paid into the sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of all the
Securities of such series; provided, however, that in case such Default or Event
of Default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date on which such moneys
are required to be applied pursuant to the provisions of this
Section 5.04.


    
      
         


      

      
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    ARTICLE
VI

    PARTICULAR COVENANTS OF THE
COMPANY

     

    The
Company hereby covenants and agrees as follows:

     

    Section
6.01          Payments of
Securities. The Company will duly and punctually pay the principal of and
premium, if any, on each series of Securities, and the interest which shall have
accrued thereon, at the dates and place and in the manner provided in the
Securities and in this Indenture.

     

    Section
6.02          Paying
Agent.

     

    a)     The
Company will maintain in each Place of Payment for any series of Securities, if
any, a Paying Agent. 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 Paying Agent to receive all presentations, surrenders, notices and
demands.

     

    b)     The
Company may also from time to time designate different or additional offices or
agencies where the Securities of any series may be presented or surrendered for
any or all such purposes (in or outside of such Place of Payment), and may from
time to time rescind any such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph. The Company will give prompt
written notice to the Trustee of any such additional designation or rescission
of designation and of any change in the location of any such different or
additional office or agency. The Company shall enter into an appropriate agency
agreement with any Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of each such agent. The
Company or any Affiliate thereof may act as Paying Agent.

     

    Section
6.03          To Hold Payment in
Trust.

     

    a)     If
the Company or an Affiliate thereof shall at any time act as Paying Agent with
respect to any series of Securities, then, on or before the date on which the
principal of and premium, if any, or interest on any of the Securities of that
series by their terms or as a result of the calling thereof for redemption shall
become payable, the Company or such Affiliate will segregate and hold in trust
for the benefit of the Holders of such Securities or the Trustee a sum
sufficient to pay such principal and premium, if any, or interest which shall
have so become payable until such sums shall be paid to such Holders or
otherwise disposed of as herein provided, and will notify the Trustee of its
action or failure to act in that regard. Upon any proceeding under any federal
bankruptcy laws with respect to the Company or any Affiliate thereof, if the
Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent.

     

    b)     If
the Company shall appoint, and at the time have, a Paying Agent for the payment
of the principal of and premium, if any, or interest on any series of
Securities, then prior to 11:00 a.m.,         
time, on the date on which the principal of and premium, if any, or interest on
any of the Securities of that series shall become payable as aforesaid, whether
by their terms or as a result of the calling thereof for redemption, the Company
will deposit with such Paying Agent a sum sufficient to pay such principal and
premium, if any, or interest, such sum to be held in trust for the benefit of
the Holders of such Securities or the Trustee, and (unless such Paying Agent is
the Trustee), the Company or any other obligor of such Securities will promptly
notify the Trustee of its payment or failure to make such
payment.


    
      
         


      

      
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    c)     If
the Paying Agent shall be other than the Trustee, the Company will cause such
Paying Agent 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 6.03, that such Paying Agent shall:

     

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

     

    ii)     give
to the Trustee notice of any Default by the Company or any other obligor upon
the Securities of that series in the making of any payment of the principal of
and premium, if any, or interest on the Securities of that series;
and

     

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

     

    d)     Anything
in this Section 6.03 to the contrary notwithstanding, the Company may at
any time, for the purpose of obtaining a release, satisfaction or discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Company or by any Paying Agent other than the
Trustee as required by this Section 6.03, 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.

     

    e)     Subject
to any applicable abandoned property law, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of and premium, if any, or interest on any Security of any series
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 upon Company
Order 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 of such amounts without interest thereon,
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                     
, 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.

     

    Section
6.04          Consolidation, Merger and
Sale of Assets. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities:

     

    a)     The
Company will not consolidate with any other entity or accept a merger of any
other entity into the Company or permit the Company to be merged into any other
entity, or sell other than for cash or lease all or substantially all its assets
to another entity, or purchase all or substantially all the assets of another
entity, unless (i) either the Company shall be the continuing entity, or
the successor, transferee or lessee entity (if other than the Company) shall
expressly assume, by indenture supplemental hereto, executed and delivered by
such entity prior to or simultaneously with such consolidation, merger, sale or
lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all other obligations to the Holders
and the Trustee under this Indenture or under the Securities to be performed or
observed by the Company; and (ii) immediately after such consolidation,
merger, sale, lease or purchase the Company or the successor, transferee or
lessee entity (if other than the Company) would not be in Default in the
performance of any covenant or condition of this Indenture. A purchase by a
Subsidiary of all or substantially all of the assets of another entity shall not
be deemed to be a purchase of such assets by the Company.


    
      
         


      

      
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    b)     Upon any consolidation with or merger
into any other entity, or any sale other than for cash, or any conveyance or
lease of all or substantially all of the assets of the Company in accordance
with this Section 6.04, the successor entity formed by such consolidation
or into or with which the Company is merged or to which the Company is sold or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor entity had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company shall be relieved of all obligations and covenants under
this Indenture and the Securities, and from time to time such entity may
exercise each and every right and power of the Company under this Indenture, in
the name of the Company, or in its own name; and any act or proceeding by any
provision of this Indenture required or permitted to be done by the Board of
Directors or any officer of the Company may be done with like force and effect
by the like board or officer of any entity that shall at the time be the
successor of the Company hereunder. In the event of any such sale or conveyance,
but not any such lease, the Company (or any successor entity which shall
theretofore have become such in the manner described in this Section 6.04)
shall be discharged from all obligations and covenants under this Indenture and
the Securities and may thereupon be dissolved and
liquidated.

     

    Section
6.05          Compliance
Certificate. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company shall
furnish to the Trustee annually, within 120 days after the end of each fiscal
year, a brief certificate from the Chief Executive Officer, President, Chief
Operating Officer, Principal Financial Officer, Principal Accounting Officer,
any Vice President or Treasurer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture) and, in the event of any
Default, specifying each such Default and the nature and status thereof of which
such person may have knowledge. Such certificates need not comply with
Section 14.01 of this Indenture.

     

    Section
6.06          Conditional Waiver by
Holders of Securities. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit in any particular instance to
comply with a covenant or condition set forth herein with respect to any series
of Securities if the Company shall have obtained and filed with the Trustee,
prior to the time of such failure or omission, evidence (as provided in Article
VIII) of the consent of the Holders of a majority in aggregate principal amount
of the Securities of such series at the time Outstanding, either waiving such
compliance in such instance or generally waiving 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, or impair any right
consequent thereon and, until such waiver shall have 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.

     

    Section
6.07          Statement by Officers as to
Default. The Company shall deliver to the Trustee as soon as possible and
in any event within 30 days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with the giving of 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.


    
      
         


      

      
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    ARTICLE
VII

    REMEDIES OF TRUSTEE AND
SECURITYHOLDERS

     

    Section
7.01       Events of Default.
Except where otherwise indicated by the context or where the term is otherwise
defined for a specific purpose, the term “Event of
Default” as used in this Indenture with respect to Securities of any
series shall mean one of the following described events unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the manner contemplated in Section 3.01:

     

    a)      the
failure of the Company to pay any installment of interest on any Security of
such series when and as the same shall become payable, which failure shall have
continued unremedied for a period of 30 days;

     

    b)      the
failure of the Company to pay the principal of (and premium, if any, on) any
Security of such series, when and as the same shall become payable, whether at
Maturity as therein expressed, by call for redemption (otherwise than pursuant
to a sinking fund), by declaration as authorized by this Indenture or
otherwise;

     

    c)      the
failure of the Company to pay a sinking fund installment, if any, when and as
the same shall become payable by the terms of a Security of such series, which
failure shall have continued unremedied for a period of 30 days;

     

    d)      the
failure of the Company, subject to the provisions of Section 6.06, to
perform any covenants or agreements contained in this Indenture (including any
indenture supplemental hereto pursuant to which the Securities of such series
were issued as contemplated by Section 3.01) (other than a covenant or
agreement that has been expressly included in this Indenture solely for the
benefit of a series of Securities other than that series and other than a
covenant or agreement a default in the performance of which is elsewhere in this
Section 7.01 specifically addressed), which failure shall not have been
remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 consecutive days after written notice shall
have been given to the Company by the Trustee or shall have been given to the
Company and the Trustee by Holders of 25% or more in aggregate principal amount
of the Securities of such series then Outstanding, specifying such failure,
requiring the Company to remedy the same and stating that such notice is a
“Notice of
Default” hereunder;

     

    e)      there
occurs with respect to any issue or issues of Indebtedness of the Company or any
Significant Subsidiary having an outstanding principal amount of $50 million or
more in the aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (i) an event of
default that has caused the holder thereof to declare such Indebtedness to be
due and payable prior to its stated maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (ii) the failure to make a
principal payment at the final (but not any interim) fixed maturity and such
defaulted payment shall not have been made, waived or extended within 30 days of
such payment default;

     

    f)      the
entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of the Company in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days;


    
      
         


      

      
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    g)      the
commencement by the Company of a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Company to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Company to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or similar official) of the Company or of substantially all the
property of the Company or the making by it of an assignment for the benefit of
creditors or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any action; or

     

    h)      the
occurrence of any other Event of Default with respect to Securities of such
series as provided in Section 3.01; provided, however, that no event
described in clause (d) or (other than with respect to a payment default)
(g) above shall constitute an Event of Default hereunder until a
Responsible Officer assigned to and working in the Trustee’s corporate trust
department has actual knowledge thereof or until a written notice of any such
event is received by the Trustee at the Corporate Trust Office, and such notice
refers to the facts underlying such event, the Securities generally, the Company
and the Indenture.

     

    Notwithstanding
the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the Company
for making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
the Currency of the United States in an amount equal to the Currency of the
United States equivalent of the amount payable in such other Currency, as
determined by the Company by reference to the noon buying rate of                     
in for cable transfers for such Currency (“Exchange
Rate”), as such Exchange Rate is reported or otherwise made available by
the Federal Reserve Bank of New York on the date of such payment, or, if such
rate is not then available, on the basis of the most recently available Exchange
Rate. Notwithstanding the foregoing provisions of this Section 7.01, any
payment made under such circumstances in the Currency of the United States where
the required payment is in a Currency other than the Currency of the United
States will not constitute an Event of Default under this
Indenture.

     

    Section
7.02       Acceleration; Rescission and
Annulment.

     

    a)      Except
as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, if any one or more of the above-described Events of
Default (other than an Event of Default specified in Section 7.01(f) or
7.01(g)) shall happen with respect to Securities of any series at the time
Outstanding, then, and in each and every such case, during the continuance of
any such Event of Default, the Trustee or the Holders of 25% or more in
aggregate principal amount of the Securities of such series then Outstanding may
declare the principal (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of and all accrued but unpaid interest on all the
Securities of such series then Outstanding 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 amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in
Section 7.01(f) or 7.01(g) occurs and is continuing, then in every such
case, the principal amount of all of the Securities of that series then
Outstanding shall automatically, and without any declaration, notice or any
other action on the part of the Trustee or any Holder, become due and payable
immediately. Upon payment of such amounts in the Currency in which such
Securities are denominated (subject to Section 7.01 and except as otherwise
provided pursuant to Section 3.01), all obligations of the Company in
respect of the payment of principal of and interest on the Securities of such
series shall terminate.


    
      
         


      

      
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    b)      In
the event of a declaration of acceleration because an Event of Default set forth
in clause Section 7.01(e) has occurred and is continuing, such declaration
of acceleration shall be automatically rescinded and annulled if the event of
default triggering such Event of Default pursuant to clause Section 7.01(e)
shall be remedied or cured by the Company or the relevant Significant Subsidiary
or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto.

     

    c)      The
provisions of Section 7.02(a), however, are subject to the condition that,
at any time after the principal of all the Securities of such series, to which
any one or more of the above-described Events of Default is applicable, shall
have been so declared to be due and payable, and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Event of Default giving rise to such declaration
of acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to
have been rescinded and annulled, if:

     

    i)      the
Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 7.01
and except as otherwise provided pursuant to Section 3.01) sufficient to
pay:

     

    A.    all
amounts owing the Trustee and any predecessor trustee hereunder under
Section 10.01(a) (provided, however, that all sums payable under this
clause (A) shall be paid in U.S. Dollars);

     

    B.     all
arrears of interest, if any, upon all the Securities of such series (with
interest, to the extent that interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by such Securities at the
rate or rates prescribed therefor in such Securities); and

     

    C.     the principal of and premium, if any,
on any Securities of such series that have become due otherwise than by such
declaration of acceleration and interest thereon;

     

    ii)     every
other Default and Event of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 7.06.

     

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

     

    For all
purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and
payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.


    
      
         


      

      
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    Section
7.03       Other Remedies. If
the Company shall fail for a period of 30 days to pay any installment of
interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the
same shall become due and payable, whether at Maturity, or by call for
redemption (other than pursuant to the sinking fund), by declaration as
authorized by this Indenture, or otherwise, or shall fail for a period of 30
days to make any required sinking fund payment as to a series of Securities,
then, upon demand of the Trustee, the Company will pay to the Paying Agent for
the benefit of the Holders of Securities of such series then Outstanding the
whole amount which then shall have become due and payable on all the Securities
of such series, with interest on the overdue principal and premium, if any, and
(so far as the same may be legally enforceable) on the overdue installments of
interest at the rate borne by the Securities of such series, and all amounts
owing the Trustee and any predecessor trustee hereunder under
Section 10.01(a).

     

    In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceeding at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Securities of
such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Company or any other obligor upon the Securities of such series,
wherever situated, in the manner provided by law. Every recovery of judgment in
any such action or other proceeding, subject to the payment to the Trustee of
all amounts owing the Trustee and any predecessor trustee hereunder under
Section 10.01(a), shall be for the ratable benefit of the Holders of such
series of Securities which shall be the subject of such action or proceeding.
All rights of action upon or under any of the Securities or this Indenture may
be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative
thereto.

     

    Section
7.04       Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and every
Holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not
the Company shall be in Default in respect of the payment of the principal of,
or interest on, any of the Securities), in its own name and as trustee of an
express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding
relative to the Company or any other obligor upon the Securities or to their
respective creditors or property, any and all claims, proofs of claim, proofs of
debt, petitions, consents, other papers and documents and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the
Trustee and any predecessor trustee hereunder and of the Holders of the
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such proceeding any of the claims of the Trustee and any predecessor
trustee hereunder and of any of such Holders in respect of any of the
Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every taker or Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have authorized any such receiver, assignee, trustee, custodian or debtor, to
make any such payment or delivery only to or on the order of the Trustee, and to
pay to the Trustee any amount due it and any predecessor trustee hereunder under
Section 10.01(a); provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on
behalf of any Holder of Securities, any plan of reorganization or readjustment
affecting the Securities or the rights of any Holder thereof, or to authorize or
empower the Trustee to vote in respect of the claim of any Holder of any
Securities in any such proceeding.

     

    Section
7.05       Priorities. Any
moneys or properties collected by the Trustee with respect to a series of
Securities under this Article VII shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on
account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:


    
      
         


      

      
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    First: To
the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 10.01(a).

     

    Second:
In case the principal of the Outstanding Securities of such series shall not
have become due and be unpaid, to the payment of interest on the Securities of
such series, in the chronological order of the Maturity of the installments of
such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate
borne by such Securities, such payments to be made ratably to the Persons
entitled thereto.

     

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

     

    Any
surplus then remaining shall be paid to the Company or as directed by a court of
competent jurisdiction.

     

    Section
7.06       Control by Securityholders;
Waiver of Past Defaults. The Holders of a majority in principal amount of
the Securities of any series at the time Outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee
with respect to the Securities of such series, provided, however, that, subject
to the provisions of Sections 10.01 and 10.02, the Trustee shall have the right
to decline to follow any such direction if the Trustee being advised by counsel
determines that the action so directed may not lawfully be taken or would be
unduly prejudicial to Holders not joining in such direction or would involve the
Trustee in personal liability. Prior to any declaration accelerating the
Maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Securities at the time Outstanding may on
behalf of the Holders of all of the Securities of such series waive any past
Default or Event of Default hereunder and its consequences except a Default in
the payment of interest or any premium on or the principal of the Securities of
such series. Upon any such waiver the Company, the Trustee and the Holders of
the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon. Whenever any Default or Event of Default hereunder shall have been
waived as permitted by this Section 7.06, said Default or Event of Default
shall for all purposes of the Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.


    
      
         


      

      
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    Section
7.07       Limitation on Suits.
No Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to such
series of Securities, unless such Holder previously shall have given to the
Trustee written notice of one or more of the Events of Default herein specified
with respect to such series of Securities, and unless also the Holders of 25% in
principal amount of the Securities of such series then Outstanding shall have
requested the Trustee in writing to take action in respect of the matter
complained of, and unless also there shall have been offered to the Trustee
security and indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; and such
notification, request and offer of indemnity are hereby declared in every such
case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Security of such series; it being understood and intended that no
one or more of the Holders of Securities of such series shall have any right in
any manner whatsoever by his, her, its or their action to enforce any right
hereunder, except in the manner herein provided, and that every action, suit or
proceeding at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Holders of the
Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on the Securities of such series to
the respective Holders of such Securities at the respective due dates in such
Securities stated, or affect or impair the right, which is also absolute and
unconditional, of such Holders to institute suit to enforce the payment
thereof.

     

    Section
7.08       Rights of Holders to Receive
Payments.  Notwithstanding any other provision in this
Indenture, the right of any Holder of a Security to receive payment of Principal
of, premium, if any, or interest, if any, on such Holder’s Security on or after
the respective due dates expressed on such Security, or to bring suit for
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     

    Section
7.09       Undertaking for
Costs. All parties to this Indenture and each Holder of any Security, by
such Holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit or
proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.09 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 10% in
principal amount of the Securities of any series Outstanding, or to any action,
suit or proceeding instituted by any Holder of Securities of any series for the
enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities.

     

    Section
7.10      Remedies Cumulative.
No remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities of any series is intended to be exclusive of any other remedy or
remedies, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or of any Holder of
the Securities of any series to exercise any right or power accruing upon any
Default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such Default or Event of Default or an
acquiescence therein; and every power and remedy given by this Article VII to
the Trustee and to the Holders of Securities of any series, respectively, may be
exercised from time to time and as often as may be deemed expedient by the
Trustee or by the Holders of Securities of such series, as the case may be. In
case the Trustee or any Holder of Securities of any series shall have proceeded
to enforce any right under this Indenture and the proceedings for the
enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee
or to such Holder of Securities, then and in every such case the Company, the
Trustee and the Holders of the Securities of such series shall severally and
respectively be restored to their former positions and rights hereunder, and
thereafter all rights, remedies and powers of the Trustee and the Holders of the
Securities of such series shall continue as though no such proceedings had been
taken, except as to any matters so waived or adjudicated.


    
      
         


      

      
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    ARTICLE
VIII

    CONCERNING THE
SECURITYHOLDERS

     

    Section
8.01       Evidence of Action of
Securityholders. Whenever in this Indenture it is provided that the
Holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage or majority have joined therein
may be evidenced by any instrument or any number of instruments of similar tenor
executed by Securityholders in person, by an agent or by a proxy appointed in
writing, including through an electronic system for tabulating consents operated
by the Depositary for such series or otherwise (such action becoming effective,
except as herein otherwise expressly provided, when such instruments or evidence
of electronic consents are delivered to the Trustee and, where it is hereby
expressly required, to the Company).

     

    Section
8.02       Proof of Execution or
Holding of Securities. Proof of the execution of any instrument by a
Securityholder or his, her or its agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the following
manner:

     

    a)      The
fact and date of the execution by any such Person of any instrument may be
proved in any reasonable manner acceptable to the Trustee.

     

    b)      The
ownership of Securities of any series shall be proved by the Register of such
Securities or by a certificate of the Registrar for such series.

     

    c)      The
Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem appropriate or necessary, so long as the
request is a reasonable one.

     

    d)      If
the Company shall solicit from the Holders of Securities of any series any
action, the Company may, at its option fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the
Company shall have no obligation to do so. Any such record date shall be fixed
at the Company’s discretion. If such a record date is fixed, such action may be
sought or given before or after the record date, but only the Holders of
Securities of record at the close of business on such record date shall be
deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities of such series
have authorized or agreed or consented to such action, and for that purpose the
Outstanding Securities of such series shall be computed as of such record
date.

     

    Section
8.03       Persons Deemed
Owners.

     

    a)      The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
(subject to Section 3.08) interest, if any, 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. All payments made to any Holder, or upon
his, her or its order, shall be valid, and, to the extent of the sum or sums
paid, effectual to satisfy and discharge the liability for moneys payable upon
such Security.


    
      
         


      

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

     

    c)      In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent of
waiver under this Indenture, the Securities of that series that are owned by the
Company or any other obligor on the Securities of that series or by an Affiliate
of the Company shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that an Officer of the Trustee knows
are so owned shall be so disregarded. The Securities so owned that have been
pledged in good faith may be regarded as Outstanding for the purposes of this
Section, if the pledgee shall establish to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not an Affiliate. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officer’s Certificate listing and identifying all Securities of a
particular series, if any known by the Company to be owned or held by or for the
account of any of the above described Persons and, subject to Sections 7.01 and
7.02, the Trustee shall be entitled to accept such Officer’s Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities of such particular series not listed therein are Outstanding for the
purpose of any such determination.

     

    Section
8.04 Effect of
Consents. After an amendment, supplement, waiver or other action becomes
effective as to any series of Securities, a consent to it by a Holder of such
series of Securities is a continuing consent conclusive and binding upon such
Holder and every subsequent Holder of the same Securities or portion thereof,
and of any Security issued upon the transfer thereof or in exchange therefor or
in place thereof, even if notation of the consent is not made on any such
Security. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

     

    ARTICLE
IX

    REPORTS BY THE COMPANY AND
THE TRUSTEE AND

    SECURITYHOLDERS’
LISTS

     

    
      Section
9.01 Reports by
Trustee.

    

     

    a)      So
long as any Securities are outstanding, 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 therein. If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within 60 days after each following the date of this
Indenture deliver to Holders a brief report which complies with the provisions
of such Section 313(a).

     

    b)      The
Trustee shall, at the time of the transmission to the Holders of Securities of
any report pursuant to the provisions of this Section 9.01, file a copy of
such report with each stock exchange upon which the Securities are listed, if
any, and also with the SEC in respect of a Security listed and registered on a
national securities exchange, if any. The Company agrees to notify the Trustee
when, as and if the Securities become listed on any stock
exchange.


    
      
         


      

      
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    Section
9.02       Reports by the
Company. The Company shall file with the Trustee and the SEC, 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 in the Trust Indenture Act; provided that,
unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 30 days after the same is filed with
the SEC; and provided further, that the filing of the reports specified in
Section 13 or 15(d) of the Exchange Act by an entity that is the direct or
indirect parent of the Company will satisfy the requirements of this
Section 9.02 so long as such entity is an obligor or guarantor on the
Securities; and provided further that the reports of such entity will not be
required to include condensed consolidating financial information for the
Company in a footnote to the financial statements of such entity.

     

    Section
9.03       Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to
be furnished to the Trustee:

     

    a)      semi-annually,
within 15 days after each Record Date, but in any event not less frequently than
semi-annually, a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of Securities to which such Record Date
applies, as of such Record Date, and

     

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

     

    Section
9.04       Preservation of
Information.  The Trustee shall preserve, in as current form as
is reasonably practicable, all information as to the names and addresses of the
Securityholders contained in the most recent list furnished to it as provided in
Section 9.03 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Registrar.

     

    ARTICLE
X

    CONCERNING THE
TRUSTEE

     

    Section
10.01       Rights of Trustees;
Compensation and Indemnity . The Trustee accepts the trusts created by
this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the Holders from time to time of the
Securities agree:

     

    a)      The
Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree in writing for all services rendered by it
hereunder (including in any agent capacity in which it acts). The compensation
of the Trustee shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon its request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee (including the
reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence,
bad faith or willful misconduct.


    
      
         


      

      
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    The
Company also agrees to indemnify each of the Trustee and any predecessor Trustee
hereunder for, and to hold it harmless against, any and all loss, liability,
damage, claim, or expense incurred without its own negligence, bad faith or
willful misconduct, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the performance of its
duties (including in any agent capacity in which it acts), as well as the 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,
except those attributable to its negligence, willful misconduct or bad faith.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     

    As
security for the performance of the obligations of the Company under this
Section 10.01(a), the Trustee shall have a lien upon all property and funds
held or collected by the Trustee as such, except funds held in trust by the
Trustee to pay principal of and interest on any Securities. Notwithstanding any
provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 10.01(a) shall
survive the resignation or removal of the Trustee and any satisfaction and
discharge under Article XI. When the Trustee incurs expenses or renders services
after an Event of Default specified in clause (f) or (g) of
Section 7.01 occurs, the expenses and compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or similar laws.

     

    b)      The
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.

     

    c)      The
Trustee shall not be responsible in any manner whatsoever for the correctness of
the recitals herein or in the Securities (except its certificates of
authentication thereon) contained, all of which are made solely by the Company;
and the Trustee shall not be responsible or accountable in any manner whatsoever
for or with respect to the validity or execution or sufficiency of this
Indenture or of the Securities (except its certificates of authentication
thereon), and the Trustee makes no representation with respect thereto, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of any Securities, or the proceeds of any
Securities, authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

     

    d)      The
Trustee may consult with counsel of its selection, and, to the extent permitted
by Section 10.02, any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the
Trustee hereunder in good faith and in accordance with such Opinion of
Counsel.

     

    e)      The
Trustee, to the extent permitted by Section 10.02, may rely upon the
certificate of the Secretary or one of the Assistant Secretaries of the Company
as to the adoption of any Board Resolution or resolution of the stockholders of
the Company, and any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by, and 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 may rely upon, an Officer’s Certificate of the
Company (unless other evidence in respect thereof be herein specifically
prescribed).

     

    f)      Subject
to Section 10.04, the Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have had if it
were not the Trustee or such agent.


    
      
         


      

      
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    g)      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.

     

    h)      Any
action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the Holder of any Security
shall be conclusive and binding in respect of such Security upon all future
Holders thereof or of any Security or Securities which may be issued for or in
lieu thereof in whole or in part, whether or not such Security shall have noted
thereon the fact that such request or consent had been made or
given.

     

    i)      Subject
to the provisions of Section 10.02, the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties.

     

    j)      Subject
to the provisions of Section 10.02, the Trustee shall not be under any
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of
the Holders of the Securities shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred by it therein or thereby.

     

    k)     Subject
to the provisions of Section 10.02, the Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized
or within its discretion or within the rights or powers conferred upon it by
this Indenture.

     

    l)      Subject
to the provisions of Section 10.02, the Trustee shall not be deemed to have
knowledge or notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless the Holders of not
less than 25% of the Outstanding Securities notify the Trustee
thereof.

     

    m)    Subject
to the provisions of the first paragraph of Section 10.02, 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, may, but shall not be
required to, make further inquiry or investigation into such facts or matters as
it may see fit.

     

    n)     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.

     

    Section
10.02       Duties of
Trustee.

     

    a)      If
one or more of the Events of Default specified in Section 7.01 with respect
to the Securities of any series shall have happened, then, during the
continuance thereof, the Trustee shall, with respect to such Securities,
exercise such of the rights and powers vested in it by this Indenture, and shall
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs.


    
      
         


      

      
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    b)      None
of the provisions of this Indenture shall be construed as relieving the Trustee
from liability for its own negligent action, its own negligent action, negligent
failure to act, or its own willful misconduct, except that, anything in this
Indenture contained to the contrary notwithstanding,

     

    i)      unless
and until an Event of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened which at the time is
continuing,

     

    A.   the
Trustee undertakes to perform such duties and only such duties with respect to
the Securities of that series as are specifically set out in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee, whose duties and obligations shall be determined solely by the
express provisions of this Indenture; and

     

    B.    the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it pursuant
to the express provisions of this Indenture; but in the case of any such
certificates or opinions which, by the provisions of this Indenture, 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, statements, opinions or conclusions
stated therein);

     

    ii)       the
Trustee shall not be liable to any Holder of Securities or to any other Person
for any error of judgment made in good faith by a Responsible Officer or
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

     

    iii)      the
Trustee shall not be liable to any Holder of Securities or to any other Person
with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction of Securityholders given as provided in
Section 7.06, relating to the time, method and place of conducting any
proceeding for any remedy available to it or exercising any trust or power
conferred upon it by this Indenture.

     

    c)      None
of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to 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 10.02.

     

    Section
10.03       Notice of Defaults.
Within 90 days after the occurrence thereof, and if known to the Trustee, the
Trustee shall give to the Holders of the Securities of a series notice of each
Default or Event of Default with respect to the Securities of such series known
to the Trustee, by transmitting such notice to Holders at their addresses as the
same shall then appear on the Register of the Company, unless such Default shall
have been cured or waived before the giving of such notice (the term “Default”
being hereby defined to be the events specified in Section 7.01, which are,
or after notice or lapse of time or both would become, Events of Default as
defined in said Section). Except in the case of a Default or Event of Default in
payment of the principal of, premium, if any, or interest on any of the
Securities of such series when and as the same shall become payable, or to make
any sinking fund payment as to Securities of the same series, the Trustee shall
be protected in withholding such notice, if and so long as a Responsible Officer
or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
of such series.


    
      
         


      

      
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    Section
10.04       Eligibility;
Disqualification.

     

    a)      The
Trustee shall at all times satisfy the requirements of TIA Section 310(a).
The Trustee shall have a combined capital and surplus of at least $25 million as
set forth in its most recent published annual report of condition, and shall
have a Corporate Trust Office. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 10.04, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

     

    b)      The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture
or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(i) are met.
If the Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) 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. If
Section 310(b) of the Trust Indenture Act is amended any time after the
date of this Indenture to change the circumstances under which a Trustee shall
be deemed to have a conflicting interest with respect to the Securities of any
series or to change any of the definitions in connection therewith, this
Section 10.04 shall be automatically amended to incorporate such
changes.

     

    Section
10.05       Registration and Notice;
Removal. The Trustee, or any successor to it hereafter appointed, may at
any time resign and be discharged of the trusts hereby created with respect to
any one or more or all series of Securities by giving to the Company notice in
writing. Such resignation shall take effect upon the appointment of a successor
Trustee and the acceptance of such appointment by such successor Trustee. Any
Trustee hereunder may be removed with respect to any series of Securities at any
time by the filing with such Trustee and the delivery to the Company of an
instrument or instruments in writing signed by the Holders of a majority in
principal amount of the Securities of such series then Outstanding, specifying
such removal and the date when it shall become effective.

     

    If at any
time:

     

    (1)  the
Trustee shall fail to comply with the provisions of TIA Section 310(b)
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 10.04 and shall fail to
resign 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

     

    (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, then, in any such case, (i) the Company by written notice to
the Trustee may remove the Trustee and appoint a successor Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), any
Securityholder 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 with respect to
all Securities and the appointment of a successor Trustee or
Trustees.


    
      
         


      

      
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    Upon its
resignation or removal, any Trustee shall be entitled to the payment of
reasonable compensation for the services rendered hereunder by such Trustee and
to the payment of all reasonable expenses incurred hereunder and all moneys then
due to it hereunder. The Trustee’s rights to indemnification provided in
Section 10.01(a) shall survive its resignation or removal.

     

    Section
10.06 Successor
Trustee by Appointment.

     

    a)      In
case at any time the Trustee shall resign, or shall be removed (unless the
Trustee shall be removed as provided in Section 10.04(b), in which event
the vacancy shall be filled as provided in said subdivision), or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any series) may be appointed by the Holders of
a majority in principal amount of the Securities of that or those series then
Outstanding, by an instrument or instruments in writing signed in duplicate by
such Holders and filed, one original thereof with the Company and the other with
the successor Trustee; but, until a successor Trustee shall have been so
appointed by the Holders of Securities of that or those series as herein
authorized, the Company, or, in case all or substantially all the assets of the
Company shall be in the possession of one or more custodians or receivers
lawfully appointed, or of trustees in bankruptcy or reorganization proceedings
(including a trustee or trustees appointed under the provisions of the federal
bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the
case may be, by an instrument in writing, shall appoint a successor Trustee with
respect to the Securities of such series.

     

    Subject
to the provisions of Sections 10.04 and 10.05, upon the appointment as aforesaid
of a successor Trustee with respect to the Securities of any series, the Trustee
with respect to the Securities of such series shall cease to be Trustee
hereunder. After any such appointment other than by the Holders of Securities of
that or those series, the Person making such appointment shall forthwith cause
notice thereof to be mailed to the Holders of Securities of such series at their
addresses as the same shall then appear on the Register of the Company but any
successor Trustee with respect to the Securities of such series so appointed
shall, immediately and without further act, be superseded by a successor Trustee
appointed by the Holders of Securities of such series in the manner above
prescribed, if such appointment be made prior to the expiration of one year from
the date of the mailing of such notice by the Company, or by such receivers,
trustees or assignees.

     

    b)    If
any Trustee with respect to the Securities of one or more series shall resign or
be removed and a successor Trustee shall not have been appointed by the Company
or by the Holders of the Securities of such series or, if any successor Trustee
so appointed shall not have accepted its appointment within 30 days after such
appointment shall have been made, the resigning Trustee at the expense of the
Company may apply to any court of competent jurisdiction for the appointment of
a successor Trustee. If in any other case a successor Trustee shall not be
appointed pursuant to the foregoing provisions of this Section 10.06 within
three months after such appointment might have been made hereunder, the Holder
of any Security of the applicable series or any retiring Trustee at the expense
of the Company may apply to any court of competent jurisdiction to appoint a
successor Trustee. Such court may thereupon, in any such case, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.


    
      
         


      

      
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    c)      Any
successor Trustee appointed hereunder with respect to the Securities of one or
more series shall execute, acknowledge and deliver to its predecessor Trustee
and to the Company, or to the receivers, trustees, assignees or court appointing
it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations with respect to such series of such predecessor Trustee
with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to pay over, and such successor Trustee shall
be entitled to receive, all moneys and properties held by such predecessor
Trustee as Trustee hereunder, subject nevertheless to its lien provided for in
Section 10.01(a). Nevertheless, on the written request of the Company or of
the successor Trustee or of the Holders of at least 10% in principal amount of
the Securities of such series then Outstanding, such predecessor Trustee, upon
payment of its said charges and disbursements, shall execute and deliver an
instrument transferring to such successor Trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor Trustee and
shall assign, transfer and deliver to the successor Trustee all moneys and
properties held by such predecessor Trustee, subject nevertheless to its lien
provided for in Section 10.01(a); and, upon request of any such successor
Trustee and the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Trustee all such authority, rights, powers, trusts,
immunities, duties and obligations.

     

    Section
10.07       Successor Trustee by
Merger. Any Person into which the Trustee or any successor to it in the
trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
any such successor to it shall be a party, or any Person to which the Trustee or
any successor to it shall sell or otherwise transfer all or substantially all of
the corporate trust business of the Trustee, shall be the successor Trustee
under this Indenture without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided that such Person shall be
otherwise qualified and eligible under this Article. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
with respect to one or more series of Securities, any of such Securities shall
have been authenticated but not delivered by the Trustee then in office, any
successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

     

    Section
10.08       Right to Rely on Officer’s
Certificate. Subject to Section 10.02, and subject to the provisions
of Section 14.01 with respect to the certificates required thereby,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence, bad faith or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate with respect thereto delivered to the Trustee, and such Officer’s
Certificate, in the absence of negligence, bad faith or willful misconduct on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.


    
      
         


      

      
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    Section
10.09 Appointment of
Authenticating Agent. The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the
Securities, and the Trustee shall give written notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Unless limited by the terms of such appointment, any such
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder.

     

    Each
Authenticating Agent shall at all times be a corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$25,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation 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 Article X, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Article X, it shall resign immediately in the manner and
with the effect specified in this Article X.

     

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

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 10.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 10.09.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 10.09, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 10.01.

     

    Section
10.10      Communications by
Securityholders with Other Securityholders. Holders of Securities may
communicate pursuant to Section 312(b) of the Trust Indenture Act with
other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the Trust Indenture Act with respect to
such communications.


    
      
         


      

      
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    Section
10.11       Preferential Collection of
Claims Against Company.  If and when the Trustee shall be or
becomes 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 against the Company (or any such other
obligor).

     

    ARTICLE
XI

    SATISFACTION AND DISCHARGE;
DEFEASANCE

     

    Section
11.01 Applicability of
Article. If, pursuant to Section 3.01, provision is made for the
defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to
Section 3.01), then the provisions of this Article shall be applicable
except as otherwise specified pursuant to Section 3.01 for Securities of
such series. Defeasance provisions, if any, for Securities denominated in a
Foreign Currency may be specified pursuant to Section 3.01.

     

    Section
11.02 Satisfaction and
Discharge of Indenture. This Indenture, with respect to the Securities of
any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Securities
herein expressly provided for and rights to receive payments of principal of and
premium, if any, and interest on such Securities) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when,

     

    a)      either:

     

    i)      all
Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 and (B) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 6.03) have been delivered to the
Trustee for cancellation; or

     

    ii)     all
Securities of such series not theretofore delivered to the Trustee for
cancellation,

     

    A.        have
become due and payable, or

     

    B.         will
become due and payable at their Stated Maturity within one year, or

     

    C.        are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
by the Trustee in the name, and at the expense, of the Company, and the
Company,

     

    and in
the case of (A), (B) or (C) above, has deposited or caused to be
deposited with the Trustee or Paying Agent as trust funds in trust for the
purpose an amount in the Currency in which such Securities are denominated
(except as otherwise provided pursuant to Section 3.01) sufficient to pay
and discharge the entire Indebtedness on such Securities for principal and
premium, if any, and interest to the date of such deposit (in the case of
Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the event a petition
for relief under federal bankruptcy laws, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or other similar
law, is filed with respect to the Company within 91 days after the deposit and
the Trustee is required to return the moneys then on deposit with the Trustee to
the Company, the obligations of the Company under this Indenture with respect to
such Securities shall not be deemed terminated or discharged;


    
      
         


      

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

     

    c)      the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture with respect to such series
have been complied with. Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 10.01 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (a)(i) of this Section, the obligations
of the Trustee under Section 11.06 and the last paragraph of
Section 6.03(e) shall survive.

     

    Section
11.03       Defeasance upon Deposit of
Moneys or U.S. Government Obligations. At the Company’s option, either
(a) the Company shall be deemed to have been Discharged (as defined below)
from its obligations with respect to Securities of any series on the first day
after the applicable conditions set forth below have been satisfied or
(b) the Company shall cease to be under any obligation to comply with any
term, provision or condition set forth in Section 6.04 with respect to
Securities of any series (and, if so specified pursuant to Section 3.01,
any other restrictive covenant added for the benefit of such series pursuant to
Section 3.01) at any time after the applicable conditions set forth below
have been satisfied:

     

    a)      The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such series
(i) money in an amount, or (ii) U.S. Government Obligations (as
defined below) that through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient to pay and discharge each
installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Securities of such series on
the dates such installments of interest or principal and premium are
due;

     

    b)      No
Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit (other than a Default resulting from the
borrowing of funds and the grant of any related liens to be applied to such
deposit); and

     

    c)      The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such series will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of the Company’s exercise
of its option under this Section and will be subject to federal income tax on
the same amounts and in the same manner and at the same times as would have been
the case if such action had not been exercised and, in the case of the
Securities of such series being Discharged accompanied by a ruling to that
effect received from or published by the Internal Revenue Service.

     

    “Discharged”
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such
series and to have satisfied all the obligations under this Indenture relating
to the Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except
(A) the rights of Holders of Securities of such series to receive, from the
trust fund described in clause (a) above, payment of the principal of and
premium, if any, and interest on such Securities when such payments are due,
(B) the Company’s obligations with respect to Securities of such series
under Sections 3.04, 3.06, 3.07, 6.02 and 11.06 and (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder.


    
      
         


      

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

     

    Section
11.04       Repayment to Company.
The Trustee and any Paying Agent shall promptly pay to the Company (or to its
designee) upon Company Order any excess moneys or U.S. Government Obligations
held by them at any time. The provisions of the last paragraph of
Section 6.03 shall apply to any money held by the Trustee or any Paying
Agent under this Article that remains unclaimed for two years after the Maturity
of any series of Securities for which money or U.S. Government Obligations have
been deposited pursuant to Section 11.03.

     

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

     

    Section
11.06 Application of
Trust Money.

     

    Subject
to any applicable abandoned property law, neither the Trustee nor any other
paying agent shall be required to pay interest on any moneys deposited pursuant
to the provisions of this Indenture, except such as it shall agree with the
Company in writing to pay thereon. Any moneys so deposited for the payment of
the principal of, or premium, if any, or interest on the Securities of any
series and remaining unclaimed for two years after the date of the maturity of
the Securities of such series or the date fixed for the redemption of all the
Securities of such series at the time outstanding, as the case may be, shall be
repaid by the Trustee or such other paying agent to the Company upon its written
request and thereafter, anything in this Indenture to the contrary
notwithstanding, any rights of the Holders of Securities of such series in
respect of which such moneys shall have been deposited shall be enforceable only
against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.

     

    Subject
to the provisions of the foregoing paragraph, any moneys which at any time shall
be deposited by the Company or on its behalf with the Trustee or any other
paying agent for the purpose of paying the principal of, premium, if any, and
interest on any of the Securities shall be and are hereby assigned, transferred
and set over to the Trustee or such other paying agent in trust for the
respective Holders of the Securities for the purpose for which such moneys shall
have been deposited; but such moneys need not be segregated from other funds
except to the extent required by law.


    
      
         


      

      
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    Section
11.07       Deposits of Non-U.S.
Currencies. Notwithstanding the foregoing provisions of this Article, if
the Securities of any series are payable in a Currency other than U.S. Dollars,
the Currency or the nature of the government obligations to be deposited with
the Trustee or paying agent under the foregoing provisions of this Article shall
be as set forth in the Officer’s Certificate or established in the supplemental
indenture under which the Securities of such series are issued.

     

    ARTICLE
XII

    SUPPLEMENTAL
INDENTURES

     

    Section
12.01 Without Consent
of Securityholders . Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company 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 one
or more of or all the following purposes:

     

    a)      to
add to the covenants and agreements of the Company, to be observed thereafter
and during the period, if any, in such supplemental indenture or indentures
expressed, and to add Events of Default, in each case for the protection or
benefit of the Holders of all or any series of the Securities (and if such
covenants, agreements and Events of Default are to be for the benefit of fewer
than all series of Securities, stating that such covenants, agreements and
Events of Default are expressly being included for the benefit of such series as
shall be identified therein), or to surrender any right or power herein
conferred upon the Company;

     

    b)      to
delete or modify any Events of Default with respect to all or any series of the
Securities, the form and terms of which are being established pursuant to such
supplemental indenture as permitted in Section 3.01 (and, if any such Event
of Default is applicable to fewer than all such series of the Securities,
specifying the series to which such Event of Default is applicable), and to
specify the rights and remedies of the Trustee and the Holders of such
Securities in connection therewith;

     

    c)      to
add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect;

     

    d)      to
change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no
Outstanding Security of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision and as
to which such supplemental indenture would apply;

     

    e)      to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and
obligations of the Company contained in the Securities of one or more series and
in this Indenture or any supplemental indenture;

     

    f)      to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Securities and to add to or change
any of the provisions of this Indenture as shall be necessary for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 10.06(c);

     

    g)      to
secure any series of Securities;

     

    h)      to
evidence any changes to this Indenture pursuant to Sections 10.05, 10.06 or
10.07 hereof as permitted by the terms thereof;


    
      
         


      

      
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    i)      to
cure or reform any ambiguity mistake, manifest error, omission, defect or
inconsistency, or to conform the text of any provision herein or in any
indenture supplemental hereto to any description thereof in the applicable
section of a prospectus, prospectus supplement or other offering document that
was intended to be a verbatim recitation of a provision of this Indenture of any
indenture supplemental hereto;

     

    j)      to
add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act;

     

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

     

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

     

    m)     to
provide for uncertificated securities in addition to certificated
securities;

     

    n)      to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of
Securities;

     

    o)      to
prohibit the authentication and delivery of additional series of Securities;
or

     

    p)      to
establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a
series previously authorized or to add to the conditions, limitations or
restrictions on the authorized amount, terms or purposes of issue,
authentication or delivery of the Securities of any series, as herein set forth,
or other conditions, limitations or restrictions thereafter to be
observed.

     

    Subject
to the provisions of Section 12.03, the Trustee is authorized to join with
the Company in the execution of any such supplemental indenture, to make the
further agreements and stipulations which may be therein contained and to accept
the conveyance, transfer, assignment, mortgage or pledge of any property or
assets thereunder.

     

    Any
supplemental indenture authorized by the provisions of this Section 12.01
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 12.02.

     

    Section
12.02       With Consent of
Securityholders; Limitations.

     

    a)      With
the consent of the Holders (evidenced as provided in Article VIII) of a majority
in aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture voting separately, the Company and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series to be affected; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security of each
such series affected thereby,


    
      
         


      

      
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    i)      extend
the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest thereon or any
premium payable upon redemption thereof, or extend the Stated Maturity of, or
change the Currency in which the principal of and premium, if any, or interest
on such Security is denominated or payable, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 7.02, or impair the right to institute suit for the enforcement of
any payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or materially adversely affect the
economic terms of any right to convert or exchange any Security as may be
provided pursuant to Section 3.01; or

     

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

     

    iii)    modify
any of the provisions of this Section, Section 7.06 or Section 6.06,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee ”
and concomitant changes in this Section and Section 6.06, or the deletion
of this proviso, in accordance with the requirements of Sections 10.06 and
12.01(f); or

     

    iv)    modify, without the written consent of
the Trustee, the rights, duties or immunities of the
Trustee.

     

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

     

    c)      It
shall not be necessary for the consent of the Securityholders under this
Section 12.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     

    d)      The
Company may set a record date for purposes of determining the identity of the
Holders of each series of Securities entitled to give a written consent or waive
compliance by the Company as authorized or permitted by this Section. Such
record date shall not be more than 30 days prior to the first solicitation of
such consent or waiver or the date of the most recent list of Holders furnished
to the Trustee prior to such solicitation pursuant to Section 312 of the
Trust Indenture Act.

     

    e)      Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions
of this Section 12.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to the Holders of
Securities at their addresses as the same shall then appear in the Register of
the Company. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

     

    Section
12.03       Trustee Protected.
Upon the request of the Company, accompanied by the Officer’s Certificate and
Opinion of Counsel required by Section 14.01 stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
evidence reasonably satisfactory to the Trustee of consent of the Holders if the
supplemental indenture is to be executed pursuant to Section 12.02, the
Trustee shall join with the Company in the execution of said supplemental
indenture unless said supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into said
supplemental indenture. The Trustee shall be fully protected in relying upon
such Officer’s Certificate and an Opinion of Counsel.


    
      
         


      

      
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    Section
12.04       Effect of Execution of
Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article XII, this Indenture shall be deemed
to be modified and amended in accordance therewith and, except as herein
otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of all of the Securities or of the Securities of any
series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     

    Section
12.05       Notation on or Exchange of
Securities. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in the form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for the Securities then Outstanding in equal aggregate principal
amounts, and such exchange shall be made without cost to the Holders of the
Securities.

     

    Section
12.06       Conformity with TIA .
Every supplemental indenture executed pursuant to the provisions of this Article
shall conform to the requirements of the Trust Indenture Act as then in
effect.

     

    ARTICLE
XIII

    SUBORDINATION OF
SECURITIES

     

    Section
13.01 Agreement to
Subordinate . In the event a series of Securities is designated as
subordinated pursuant to Section 3.01, and except as otherwise provided in
a Company Order or in one or more indentures supplemental hereto, the Company,
for itself, its successors and assigns, covenants and agrees, and each Holder of
Securities of such series by his, her or its acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest, if any, on each and all of the Securities of such series is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness. In
the event a series of Securities is not designated as subordinated pursuant to
Section 3.01(s), this Article XIII shall have no effect upon the
Securities.

     

    Section
13.02 Distribution on
Dissolution, Liquidation and Reorganization; Subrogation of Securities .
Subject to Section 13.01, upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the
rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan
of reorganization under applicable bankruptcy law):


    
      
         


      

      
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    a)           the
holders of all Senior Indebtedness shall be entitled to receive payment in full
of the principal thereof (and premium, if any) and interest due thereon before
the Holders of the Securities are entitled to receive any payment upon the
principal (or premium, if any) or interest, if any, on Indebtedness evidenced by
the Securities; and

     

    b)           any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article XIII
shall be paid by the liquidation trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and

     

    c)           in
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over, upon written notice to a Responsible
Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or
its representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, as calculated by the Company, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

     

    d)           Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness (to the
extent that distributions otherwise payable to such holder have been applied to
the payment of Senior Indebtedness) to receive payments or distributions of
cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the
Securities shall be paid in full and no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
XIII are and are intended solely for the purpose of defining the relative rights
of the Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand. Nothing contained in this Article XIII or
elsewhere in this Indenture or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest, if any, on the Securities as
and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Securities prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XIII of
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Upon any payment or
distribution of assets of the Company referred to in this Article XIII, the
Trustee, subject to the provisions of Section 13.05, shall be entitled to
conclusively rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereof
and all other facts pertinent thereto or to this Article XIII.


    
      
         


      

      
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    Section
13.03       No Payment on Securities in
Event of Default on Senior Indebtedness. Subject to Section 13.01,
no payment by the Company on account of principal (or premium, if any), sinking
funds or interest, if any, on the Securities shall be made at anytime if:
(i) a default on Senior Indebtedness exists that permits the holders of
such Senior Indebtedness to accelerate its maturity and (ii) the default is
the subject of judicial proceedings or the Company has received notice of such
default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on
Senior Indebtedness has been made or duly provided for in money or money’s
worth.

     

    In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 13.03, such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of such Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, as calculated by the Company,
but only to the extent that the holders of such Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on such Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.

     

    Section
13.04       Payments on Securities
Permitted. Subject to Section 13.01, nothing contained in this
Indenture or in any of the Securities shall (a) affect the obligation of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 13.02 and 13.03, payments of principal of (or premium, if
any) or interest, if any, on the Securities or (b) prevent the application
by the Trustee of any moneys or assets deposited with it hereunder to the
payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless a Responsible Officer of the Trustee shall
have received at its Corporate Trust Office written notice of any fact
prohibiting the making of such payment from the Company or from the holder of
any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee more than two Business Days prior to the date
fixed for such payment.

     

    Section
13.05       Authorization of
Securityholders to Trustee to Effect Subordination. Subject to
Section 13.01, each Holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his, her or its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article XIII and appoints the Trustee his attorney-in-fact for any and
all such purposes.


    
      
         


      

      
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    Section
13.06       Notices to Trustee.
The Company shall give prompt written notice to a Responsible Officer of the
Trustee of any fact known to the Company that would prohibit the making of any
payment of monies or assets to or by the Trustee in respect of the Securities of
any series pursuant to the provisions of this Article XIII. Subject to
Section 13.01, notwithstanding the provisions of this Article XIII or any
other provisions of this Indenture, neither the Trustee nor any Paying Agent
(other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any
payment of moneys or assets to or by the Trustee or such Paying Agent, unless
and until a Responsible Officer of the Trustee or such Paying Agent shall have
received (in the case of a Responsible Officer of the Trustee, at the Corporate
Trust Office of the Trustee) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee and, prior to the receipt of
any such written notice, the Trustee shall be entitled in all respects
conclusively to presume that no such facts exist; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys or assets may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) a Responsible Officer of the Trustee shall
not have received with respect to such moneys or assets the notice provided for
in this Section 13.06, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys or assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XIII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XIII and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

     

    Section
13.07       Trustee as Holder of Senior
Indebtedness. Subject to Section 13.01, the Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article XIII in respect of any Senior Indebtedness at any time held by it to the
same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. Nothing in this Article XIII shall apply to claims of, or payments to,
the Trustee under or pursuant to Sections 7.05 or 10.01.

     

    Section
13.08       Modifications of Terms of
Senior Indebtedness. Subject to Section 13.01, any renewal or
extension of the time of payment of any Senior Indebtedness or the exercise by
the holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the
waiver of default thereunder, may be made or done all without notice to or
assent from the Holders of the Securities or the Trustee. No compromise,
alteration, amendment, modification, extension, renewal or other change of, or
waiver, consent or other action in respect of, any liability or obligation under
or in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is outstanding
or of such Senior Indebtedness, whether or not such release is in accordance
with the provisions of any applicable document, shall in any way alter or affect
any of the provisions of this Article XIII or of the Securities relating to the
subordination thereof.

     

    Section
13.09       Reliance on Judicial Order
or Certificate of Liquidating Agent. Subject to Section 13.01, upon
any payment or distribution of assets of the Company referred to in this Article
XIII, the Trustee and the Holders of the Securities shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIII.


    
      
         


      

      
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    Section
13.10       Satisfaction and Discharge;
Defeasance and Covenant Defeasance. Subject to Section 13.01,
amounts and U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Article XI and not, at the time of such
deposit, prohibited to be deposited under Sections 13.02 or 13.03 shall not be
subject to this Article XIII.

     

    Section
13.11       Trustee Not Fiduciary for
Holders of Senior Indebtedness. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or observe only such of its
covenants and obligations as are specifically set forth in this Article XIII,
and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article XIII or otherwise.

     

    ARTICLE
XIV

    MISCELLANEOUS
PROVISIONS

     

    Section
14.01       Certificates and Opinions as
to Conditions Precedent.

     

    a)      Upon
any request or application by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

     

    b)      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates provided pursuant to
Section 6.05 of this Indenture) shall include (i) a statement that the
Person giving such certificate or opinion has read such covenant or condition
and the definitions herein relating thereto; (ii) 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;
(iii) a statement that, in the view or opinion of such Person, he or she
has made such examination or investigation as is necessary to enable such Person
to express an informed view or opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or
not, in the view or opinion of such Person, such condition or covenant has been
complied with.

     

    c)      Any
certificate, statement 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, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate, statement or
opinion is based are erroneous. Any certificate, statement or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate,
statement 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, or in the exercise of
reasonable care should know, that the certificate, statement or opinion or
representations with respect to such matters are erroneous.


    
      
         


      

      
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    d)      Any
certificate, statement or opinion of an officer of the Company or of counsel to
the Company may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of, or representations by, an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based are erroneous. Any certificate or
opinion of any firm of independent registered public accountants filed with the
Trustee shall contain a statement that such firm is independent.

     

    e)      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.

     

    f)      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.

     

    Section
14.02       Trust Indenture Act
Controls. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by
any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture
Act, such imposed duties or incorporated provision shall control.

     

    Section
14.03 Notices to the
Company and Trustee . Any notice or demand authorized by this Indenture
to be made upon, given or furnished to, or filed with, the Company or the
Trustee shall be sufficiently made, given, furnished or filed for all purposes
if it shall be mailed, delivered or faxed to:

     

    a)      the
Company, at 59 Maiden Lane, 6th Floor,
New York, NY 10038, Attention: General Counsel, Facsimile No.: (212) 220-7130,
or at such other address or facsimile number as may have been furnished in
writing to the Trustee by the Company.

     

    b)      the
Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust
Administrator.

     

    Any such
notice, demand or other document shall be in the English language.

     

    Section
14.04       Notices to Securityholders;
Waiver. Any notice required or permitted to be given to Securityholders
shall be sufficiently given (unless otherwise herein expressly
provided),

     

    a)      if
to Holders, if given in writing by first class mail, postage prepaid, to such
Holders at their addresses as the same shall appear on the Register of the
Company.

     

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


    
      
         


      

      
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    c)      Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance on such
waiver. In any case where notice to Holders is given by mail; neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice that is mailed in the manner herein provided shall
be conclusively presumed to have been duly given. In any case where notice to
Holders is given by publication, any defect in any notice so published as to any
particular Holder shall not affect the sufficiency of such notice with respect
to other Holders, and any notice that is published in the manner herein provided
shall be conclusively presumed to have been duly given.

     

    Section
14.05       Legal Holiday. Unless
otherwise specified pursuant to Section 3.01, in any case where any
Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that
series, then payment of principal and premium, if any, or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business
Day.

     

    Section
14.06       Effects 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
14.07       No Personal
Liability. No recourse shall be had for the payment of the principal of,
or the premium, if any, or interest on, any Security or for any claim based
thereon or otherwise in respect thereof or of the Indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, because of the
incurring of the Indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities and as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities expressly waived and
released.

     

    Section
14.08       Successors and
Assigns. All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or
not.

     

    Section
14.09       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.


    
      
         


      

      
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    Section
14.10       Benefits of
Indenture. Nothing in this Indenture expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or to give to, any Person or corporation other than the parties
hereto and their successors and the Holders of the Securities any benefit or any
right, remedy or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all covenants,
conditions, stipulations, promises and agreements in this Indenture contained
shall be for the sole and exclusive benefit of the parties hereto and their
successors and of the Holders of the Securities.

     

    Section
14.11      Counterparts
Originals. 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.

     

    Section
14.12       Governing Law; Waiver of
Trial by Jury. This Indenture and the Securities shall be deemed to be
contracts made under the law of the State of New York and for all purposes shall
be governed by and construed in accordance with the law of said
State.

     

    EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

     

    Section 14.13       Force Majeure. 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.

     

    [signature
page follows]



    
      
         


      

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

     

    
      
        
          
            
              	
                      AMTRUST
      FINANCIAL SERVICES, INC.,

                    
	
                      as
      Issuer

                    
	 
      	 
      
	
                      By:

                    	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	, 
      
	
                                            as
      Trustee

                                          
	 
      	 	 
      
	
                                            By:

                                          	 	 
      
	
                                            Name:

                                          	 	 
      
	
                                            Title:

                                          	 	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      [Signature
Page – Indenture]