THE MARCUS CORPORATION 



to 



     _________________ 



Trustee 



INDENTURE 
Dated as
of _______________  



Subordinated Debt
Securities 












TABLE OF CONTENTS* 





				Page
	 	 	 	 
	Parties	  1
	Recitals	  1
	
ARTICLE 1. DEFINITIONS	  1
		SECTION 1.01.	Definitions	  1
	
ARTICLE 2. DEBT SECURITY FORMS	  9
		SECTION 2.01.	Forms Generally	  9
		SECTION 2.02.	Forms of Debt Securities	  9
		SECTION 2.03.	Form of Trustee’s Certificate of Authentication	10
		SECTION 2.04.	Debt Securities in Global Form	10
	
ARTICLE 3. THE DEBT SECURITIES	12
	 	SECTION 3.01.	Title and Terms	12
	 	SECTION 3.02.	Denominations	14
	 	SECTION 3.03.	Payment of Principal and Interest	14
	 	SECTION 3.04.	Execution of Debt Securities	14
	 	SECTION 3.05.	Temporary Debt Securities	16
		SECTION 3.06.	Exchange and Registration of Transfer of Debt Securities	16
		SECTION 3.07.	Mutilated, Destroyed, Lost or Stolen Debt Securities	18
		SECTION 3.08.	Payment of Interest; Interest Rights Preserved	19
		SECTION 3.09.	Persons Deemed Owners	20
		SECTION 3.10.	Cancellation of Debt Securities Paid, etc.	20
		SECTION 3.11.	Currency and Manner of Payments	20
	
ARTICLE 4. REDEMPTION OF DEBT SECURITIES; SINKING FUNDS	22
		SECTION 4.01.	Applicability of Article	22
		SECTION 4.02.	Notice of Redemption; Selection of Debt Securities	22
		SECTION 4.03.	Payment of Debt Securities Called for Redemption	23
		SECTION 4.04.	Exclusion of Certain Debt Securities from Eligibility for Selection
			for Redemption	24
		SECTION 4.05.	Provisions with Respect to any Sinking Funds	24
	
ARTICLE 5. PARTICULAR COVENANTS OF THE COMPANY	25
		SECTION 5.01.	Payment of Principal, Premium and Interest	25
		SECTION 5.02.	Offices for Notices and Payments, etc.	26
		SECTION 5.03.	Appointments to Fill Vacancies in Trustee's Office	26
		SECTION 5.04.	Provisions as to Paying Agent	26











        *
This table of contents shall not, for any purpose, be deemed to be a part of the
Indenture. 





i 








	 	 	 	 
		SECTION 5.05.	Certificate to Trustee	27
		SECTION 5.06.	Waivers of Covenants	27
	
ARTICLE 6. HOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	28
	 	SECTION 6.01.	Holders’ Lists	28
		SECTION 6.02.	Preservation and Disclosure of Lists	28
		SECTION 6.03.	Reports by the Company	28
		SECTION 6.04.	Reports by the Trustee	28
	
ARTICLE 7. REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT	29
		SECTION 7.01.	Events of Default	29
		SECTION 7.02.	Payment of Debt Securities Upon Default; Suit Therefor	31
		SECTION 7.03.	Application of Moneys Collected by Trustee	33
		SECTION 7.04.	Proceedings by Holders	34
		SECTION 7.05.	Proceedings by Trustee	34
		SECTION 7.06.	Remedies Cumulative and Continuing	34
		SECTION 7.07.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	35
		SECTION 7.08.	Notice of Defaults	35
		SECTION 7.09.	Undertaking to Pay Costs	36
		SECTION 7.10.	Unconditional Right of Holders to Receive Principal, Premium and
			Interest	36
	
ARTICLE 8. CONCERNING THE TRUSTEE	36
		SECTION 8.01.	Duties and Responsibilities of Trustee	36
		SECTION 8.02.	Reliance on Documents, Opinions, etc.	37
		SECTION 8.03.	No Responsibility for Recitals, etc.	38
		SECTION 8.04.	Trustee and Agents May Own Debt Securities	38
		SECTION 8.05.	Moneys to be Held in Trust	39
		SECTION 8.06.	Compensation and Expenses of Trustee	39
		SECTION 8.07.	Officers’ Certificate as Evidence	40
		SECTION 8.08.	Conflicting Interest of Trustee	40
		SECTION 8.09.	Eligibility of Trustee	40
		SECTION 8.10.	Resignation or Removal of Trustee	40
		SECTION 8.11.	Acceptance by Successor Trustee	41
		SECTION 8.12.	Succession by Merger, etc.	42
		SECTION 8.13.	Limitation on Rights of Trustee as a Creditor	43
		SECTION 8.14.	Authenticating Agents	43
		SECTION 8.15.	Preferential Collection of Claims Against the Company	45
		SECTION 8.16.	Trustee’s Application for Instructions from the Company	45
	
ARTICLE 9. CONCERNING THE HOLDERS	46
		SECTION 9.01.	Action by Holders	46
		SECTION 9.02.	Proof of Execution by Holders	46
		SECTION 9.03.	Who Are Deemed Absolute Owners	46




ii 











	 	 	 	 
		SECTION 9.04.	Company-Owned Debt Securities Disregarded	46
		SECTION 9.05.	Revocation of Consents; Future Holders Bound	47
	
ARTICLE 10. HOLDERS’ MEETINGS	47
		SECTION 10.01.	Purposes of Meetings	47
		SECTION 10.02.	Call of Meetings by Trustee	48
		SECTION 10.03.	Call of Meetings by Company or Holders	48
		SECTION 10.04.	Qualifications for Voting	48
		SECTION 10.05.	Regulations	48
		SECTION 10.06.	Voting	49
		SECTION 10.07.	No Delay of Rights by Meeting	50
	
ARTICLE 11. SUPPLEMENTAL INDENTURES	50
		SECTION 11.01.	Supplemental Indentures without Consent of Holders	50
		SECTION 11.02.	Supplemental Indentures with Consent of Holders	51
		SECTION 11.03.	Effect of Supplemental Indentures	52
		SECTION 11.04.	Notation on Debt Securities	52
		SECTION 11.05.	Evidence of Compliance of Supplemental Indenture to be Furnished
			Trustee	52
	
ARTICLE 12. CONSOLIDATION, MERGER, SALE AND CONVEYANCE	53
		SECTION 12.01.	Company May Consolidate, etc., on Certain Terms	53
		SECTION 12.02.	Successor Entity to be Substituted	53
		SECTION 12.03.	Opinion of Counsel to Be Given Trustee	53
	
ARTICLE 13. SATISFACTION AND DISCHARGE OF INDENTURE	54
		SECTION 13.01.	Satisfaction, Discharge and Defeasance of Debt Securities of any
			Series	54
		SECTION 13.02.	Defeasance of Debt Securities of any Series	55
		SECTION 13.03.	Application of Trust Funds; Indemnification	56
		SECTION 13.04.	Return of Unclaimed Moneys	57
		SECTION 13.05.	Reinstatement	57
	
ARTICLE 14. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	57
		SECTION 14.01.	Indenture and Debt Securities Solely Obligations of the Company	57
	
ARTICLE 15. MISCELLANEOUS PROVISIONS	58
		SECTION 15.01.	Provisions Binding on Successors of the Company	58
		SECTION 15.02.	Indenture for Sole Benefit of Parties and Holders of Debt Securities	58
		SECTION 15.03.	Addresses for Notices, etc.	58
		SECTION 15.04.	New York Contract	59
		SECTION 15.05.	Evidence of Compliance with Conditions Precedent	59
		SECTION 15.06.	Legal Holidays	59
		SECTION 15.07.	Trust Indenture Act of 1939 to Control	59




iii 












	 	 	 	 
		SECTION 15.08.	Table of Contents, Headings, etc.	60
		SECTION 15.09.	Determination of Principal Amount	60
		SECTION 15.10.	Execution in Counterparts	60
	
ARTICLE 16. SUBORDINATION OF DEBT SECURITIES	60
		SECTION 16.01.	Debt Securities Subordinated to Senior Indebtedness	60
		SECTION 16.02.	Subrogation	62
		SECTION 16.03.	Obligation of the Company Unconditional	62
		SECTION 16.04.	Payments on Debt Securities Permitted	62
		SECTION 16.05.	Effectuation of Subordination by Trustee	62
		SECTION 16.06.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness;
			Knowledge of Trustee	63
		SECTION 16.07.	Trustee May Hold Senior Indebtedness	63
		SECTION 16.08.	Rights of Holders of Senior Indebtedness Not Impaired	63
	
Signatures	64
	Acknowledgments	64




 









iv 









CROSS REFERENCE SHEET 



Between 



        Provisions
of Sections 310 through 318(a) inclusive of Trust Indenture Act of 1939 and the Indenture
dated as of _______________, between The Marcus Corporation and _____________________, a
national banking association, as trustee. 





	Section of Act	Section of Indenture
	310(a)(1) and (2)	8.09
	310(a)(3) and (4)	*
	310(b)	8.08 and 8.10
	310(c)	*
	311(a)	8.13
	311(b)	8.13
	311(c)	*
	312(a)	6.01 and 6.02(a)
	312(b)	6.02(b)
	312(c)	6.02(c)
	313(a)(1), (2), (3), (4), (6) and (7)	6.04(a)
	313(a)(5)	*
	313(b)(1)	*
	313(b)(2)	6.04
	313(c)	6.04
	313(c)	6.04
	314(a)(1)	6.03
	314(a)(2)	6.03
	314(a)(3)	6.03
	314(b)	*
	314(c)(1)	5.05
	314(c)(2)	15.05
	314(c)(3)	*
	314(d)	*
	314(e)	15.05
	314(f)	*
	315(a), (c) and (d)	8.01
	315(b)	7.08
	315(e)	7.09
	316(a)(1)	7.07
	316(a)(2)	*
	316(a) last para.	9.04
	316(b)	7.10
	317(a)	7.02
	317(b)	5.04
	318(a)	15.07





* Not Applicable. 



This cross reference sheet shall not,
for any purpose, be considered part of the Indenture. 




v 















        THIS
INDENTURE, dated as of ______________, between The Marcus Corporation, a Wisconsin
corporation (the “Company”), and ___________________, a national banking
association, as trustee (the “Trustee”). 



RECITALS OF THE COMPANY 



        The
Company has duly authorized the execution and delivery of this Indenture to provide for
the issue from time to time of its unsecured subordinated debentures, notes, bonds or
other evidences of indebtedness to be issued in one or more series as in this Indenture
provided, up to such principal amount or amounts as may from time to time be authorized in
or pursuant to one or more resolutions of the Board of Directors. 



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



NOW, THEREFORE, THIS
INDENTURE WITNESSETH:  



        For
and in consideration of the premises and the purchase or acceptance of the Debt Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the respective Holders from time to time of the Debt Securities
or of any series thereof as follows: 



ARTICLE 1.
 
DEFINITIONS  



        SECTION
1.01. Definitions. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes
of this Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All other terms used in this Indenture which are
defined in the Trust Indenture Act of 1939 or which are by reference therein defined in
the Securities Act of 1933, as amended, shall have (except as herein otherwise expressly
provided or unless the context otherwise requires) the meanings assigned to such terms in
said Trust Indenture Act of 1939 and in said Securities Act as in force at the date of
the execution of this Indenture. All accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted accounting principles
and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles”with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the United
States for domestic companies at the date of such computation. All references to such
terms herein shall be both to the singular or the plural, as the context so requires.
Unless the context otherwise requires, any reference to an “Article” or a “Section” refers
to an Article or Section, as the case may be, of this Indenture. 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. The words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation.” 













Affiliate: 



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



Authenticating Agent: 



        The
term “Authenticating Agent” means the agent of the Trustee, if any, which at the
time shall be appointed and acting pursuant to Section 8.14. 



Board of Directors: 



        The
term “Board of Directors” means the Board of Directors of the Company or any
authorized committee of such Board designated by the Board of Directors or the by-laws or
the articles of incorporation of the Company to act for such Board for purposes of this
Indenture. 



Board Resolution: 



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



Business Day: 



        The
term “Business Day”, when used with respect to any Place of Payment or any other
particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions or trust companies in that Place of Payment or
other location are authorized or obligated by law, regulation or executive order to close. 



Commission: 



        The
term “Commission” means the U.S. Securities and Exchange Commission. 



Company: 



        “Company”
means the party named as the “Company” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The forgoing sentence shall likewise apply to any
subsequent such successor or successors. 




2 









Company Request and
Company Order: 



        The
terms “Company Request” and “Company Order” mean, respectively, a
written request or order signed in the name of the Company by its Chairman of the Board,
Vice Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer or a Vice President, and by its Treasurer, Secretary, Assistant
Secretary or Assistant Treasurer, and delivered to the Trustee. 



Conversion Date: 



        The
term “Conversion Date” has the meaning set forth in Section 3.11. 



Corporate Trust Office: 



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



Currency Determination
Agent: 



        The
term “Currency Determination Agent” means the financial institution, if any,
from time to time selected by the Company for purposes of Section 3.11. 



Debt Security or Debt
Securities: 



        The
terms “Debt Security” or “Debt Securities” means any unsecured notes,
debentures or other indebtedness of any series, as the case may be, issued by the Company
from time to time, and authenticated and delivered under this Indenture. 



Debt Security Register: 



        The
term “Debt Security Register” has the meaning set forth in Section 3.06. 



Debt Security Registrar: 



        The term
“Debt Security Registrar” has the meaning set forth in Section 3.06. 



Depository: 



        The
term “Depository” means, unless otherwise specified by the Company pursuant to
Section 3.01, with respect to Debt Securities of any series issuable or issued as a Global
Debt Security, The Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. 



3 










Dollar: 



        The
term “Dollar” means the coin or currency of the United States of America which
as of the time of payment is legal tender for the payment of public and private debts. 



Dollar Equivalent of the
Foreign Currency: 



        The
term “Dollar Equivalent of the Foreign Currency” shall have the meaning set
forth in Section 3.11. 



Event of Default: 



        The
term “Event of Default” has the meaning specified in Section 7.01. 



Foreign Currency: 



        The term
“Foreign Currency” means a currency issued by the government of any country
other than the United States of America. 



Global Debt Security: 



        The
term “Global Debt Security” means a Debt Security issued in global form pursuant
to Section 2.04 hereof to evidence all or part of a series of Debt Securities. 



Government Obligations: 



        The
term “Government Obligations” means securities which are (i) direct obligations
of the government which issued the currency in which the Debt Securities of a series are
denominated or (ii) obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the government which issued the currency in which the Debt
Securities of such series are denominated, the payment of which obligations is
unconditionally guaranteed by such government, and which, in either case, are full faith
and credit obligations of such government, are denominated in the currency in which the
Debt Securities of such series are denominated and which are not callable or redeemable at
the option of the issuer thereof. 



Holder: 



        The
term “Holder” means any Person in whose name a Debt Security of any series is
registered in the Debt Security Register applicable to Debt Securities of such series. 



Indenture: 



        The
term “Indenture” means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided pursuant to the applicable provisions
hereof, as so amended or supplemented. 




4 









Indexed Debt Security: 



        The
term “Indexed Debt Security” means a Debt Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance. 



Interest: 



        The
term “interest”, when used with respect to an Original Issue Discount Debt
Security which by its terms bears interest only after maturity, means interest payable
after maturity. 



Interest Payment Date: 



        The
term “Interest Payment Date”, when used with respect to any series of Debt
Securities, means the Stated Maturity of an installment of interest on such Debt
Securities. 



Market Exchange Rate: 



        The
term “Market Exchange Rate” shall have the meaning set forth in Section 3.11. 



Officers’
Certificate: 



        The
term “Officers’ Certificate”, when used with respect to the Company, means
a certificate signed by its Chairman of the Board, Chief Executive Officer, President,
Chief Operating Officer, Chief Financial Officer, General Counsel or a Vice President and
by its Treasurer, Secretary, Assistant Secretary or Assistant Treasurer and delivered to
the Trustee. Each such certificate shall include the statements provided for in Section
15.05 to the extent required by the provisions of such Section. 



Opinion of Counsel: 



        The
term “Opinion of Counsel” means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company and who shall be reasonably acceptable
to the Trustee. Each such opinion shall include the statements provided for in Sections
2.02, 3.04 and 15.05 to the extent required by the provisions of such Sections. 



Original Issue Discount
Debt Security: 



        The
term “Original Issue Discount Debt Security” means any Debt Security which
provides for an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 7.01. 



Outstanding: 



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




5 









        (i)              such
Debt Securities theretofore cancelled by the Trustee or delivered to the
          Trustee for cancellation;  




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




        (iii)              such
Debt Securities in exchange for or in lieu of which other such Debt           Securities
have been authenticated and delivered pursuant to this Indenture, or           such Debt
Securities which have been paid, pursuant to this Indenture, unless           proof
satisfactory to the Trustee is presented that any such Debt Securities are           held
by Persons in whose hands any of such Debt Securities are a legal, valid           and
binding obligation of the Company; and  




        (iv)              such
Debt Securities the indebtedness in respect to which has been discharged in
          accordance with Section 13.02.  




provided, however, that in
determining whether the Holders of the requisite principal amount of such Outstanding Debt
Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, such Debt Securities owned by the Company or any other obligor upon such
Debt Securities or any Affiliate of the Company or such other obligor (except in the case
in which the Company or such other obligor or Affiliate owns all Debt Securities
Outstanding under the Indenture, or all Outstanding Debt Securities of each such series,
as the case may be, without regard to this proviso) shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only such Debt Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Such Debt Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Debt Securities and that the pledgee is not the Company or any other such obligor upon
such Debt Securities or any Affiliate of the Company or such other obligor. In case of a
dispute as to such right, the decision of the Trustee 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 Officers’ Certificate listing and identifying all such Debt
Securities, 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 the provisions of Section 8.01, the
Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence
of the facts therein set forth and of the fact that all such Debt Securities not listed
therein are Outstanding for the purpose of any such determination. 



6 










Person: 



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



Place of Payment: 



        The
term “Place of Payment”, when used with respect to the Debt Securities of any
series, means the place or places where the principal of (premium, if any) and interest on
the Debt Securities of that series are payable as specified in accordance with Section
3.01. 



Predecessor Debt
Security: 



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



Redemption Date: 



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



Redemption Price: 



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



Regular Record Date: 



        The
term “Regular Record Date” for the interest payable on any Debt Security on any
Interest Payment Date means the date specified in such Debt Security as the “Regular
Record Date” as contemplated by Section 3.01. 



Responsible Officer: 



        The
term “Responsible Officer”, when used with respect to the Trustee, means any
officer of the Trustee assigned to the Corporate Trust Administration unit (or any
successor division or unit) of the Trustee located at the Corporate Trust Office of the
Trustee, who shall have direct responsibility for the administration of this Indenture
and, for the purposes of Section 7.07, Section 7.08 and Section 8.01(c)(2), shall also
include any other officer of the Trustee to whom any corporate trust matter is referred
because of such officer’s knowledge of and familiarity with the particular subject. 




7 









        The
term “Responsible Officer”, when used with respect to the Company, means the
Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, General Counsel, Treasurer or Secretary, or any Vice President,
Assistant Secretary or Assistant Treasurer, in each case, of the Company. 



Senior Indebtedness: 



        The
term “Senior Indebtedness” means (i) the principal of and premium, if any, and
unpaid interest on indebtedness for money borrowed, (ii) purchase money and similar
obligations, (iii) obligations under capital leases, (iv) guarantees, assumptions or
purchase commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of, such indebtedness of others, (v) renewals, extensions
and refunding of any such indebtedness, (vi) interest or obligations in respect of any
such indebtedness accruing after the commencement of any insolvency or bankruptcy
proceedings; and (vii) obligations associated with derivative products such as interest
rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and
similar arrangements, unless, in each case, the instrument by which the Company incurred,
assumed or guaranteed the indebtedness or obligations described in clauses (i) through
(vii) hereof expressly provides that such indebtedness or obligation is not senior in
right of payment to the Debt Securities. 



Special Record Date: 



        The
term “Special Record Date” for the payment of any Defaulted Interest (as defined
in Section 3.08) means a date fixed by the Trustee pursuant to Section 3.08. 



Stated Maturity: 



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



Subsidiary: 



        The
term “Subsidiary” means any Person of which the Company, or the Company and one
or more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own more
than 50% of the Voting Stock. 



Trustee: 



        “Trustee”
means the party named as the “Trustee” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any
subsequent such successor or successors. 




8 









Trust Indenture Act of
1939: 



        The
term “Trust Indenture Act of 1939” means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, “Trust Indenture Act of 1939” means to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended. 



Valuation Date: 



        The
term “Valuation Date” shall have the meaning set forth in Section 3.11. 



Voting Stock: 



        The term
“Voting Stock” means outstanding shares of capital stock or similar equity
interests having under ordinary circumstances voting power for the election of directors,
managers or the substantial equivalent thereof whether at all times or only so long as no
senior class of stock or similar equity interest has such voting power by reason of the
happening of any contingency. 



ARTICLE 2.  
DEBT
SECURITY FORMS.  



        SECTION
2.01. Forms Generally. The Debt Securities of each series and the certificates of
authentication thereon shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture (the provisions of
which shall be appropriate to reflect the terms of each series of Debt Securities,
including the currency or denomination, which may be Dollars or Foreign Currency), and
may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the officers
executing such Debt Securities, as evidenced by their signing of such Debt Securities.
Any portion of the text of any Debt Security may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Debt Security.  




        The
definitive Debt Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as determined by
the officers executing such Debt Securities, as evidenced by their signing of such Debt
Securities. 



        SECTION
2.02. Forms of Debt Securities. The Debt Securities of each series shall be in
such form or forms (including global form) as shall be established by or pursuant to a
Board Resolution.  




        Prior
to the delivery of a Debt Security of any series in any such form to the Trustee for the
Debt Securities of such series for authentication, the Company shall deliver to the
Trustee the following: 



9 










        (a)              The
Board Resolution by or pursuant to which such form of Debt Security has been
          approved;  




        (b)              An
Officers’ Certificate dated the date such Certificate is delivered to           the
Trustee stating that all conditions precedent provided for in this Indenture
          relating to the authentication and delivery of Debt Securities in such form
have           been complied with; and  




        (c)              An
Opinion of Counsel stating that Debt Securities in such form, together with           any
coupons appertaining thereto, when (i) completed by appropriate insertions           and
executed and delivered by the Company to the Trustee for authentication in
          accordance with this Indenture, (ii) authenticated and delivered by such
Trustee           in accordance with this Indenture within the authorization as to
aggregate           principal amount established from time to time by the Board of
Directors, and           (iii) sold in the manner specified in such Opinion of Counsel,
will be the           legal, valid and binding obligations of the Company, subject to
applicable           bankruptcy, reorganization, insolvency and other similar laws
generally           affecting creditors’ rights, to general equitable principles and
to such           other qualifications as such counsel shall conclude do not materially
affect the           rights of Holders of such Debt Securities.  




        The
definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other manner,
all as determined by the officers executing such Debt Securities or coupons, as evidenced
by their execution thereof. 



        SECTION
2.03. Form of Trustee’s Certificate of Authentication. The following is the
form of the Certificate of Authentication of the Trustee to be endorsed on the face of
all Debt Securities substantially as follows:  




        This
is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture. 




	 	
__________________________________,
                                                          
as Trustee






	 	
By
                                                                             
                  Authorized
Officer









        SECTION
2.04. Debt Securities in Global Form. (a) If the Company shall establish pursuant
to Section 3.01 that the Debt Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Debt Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 3.04 and the
Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver
such Global Debt Security or Global Debt Securities, which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the Outstanding
Debt Securities of such series to be represented by such Global Debt Security or Global
Debt Securities, or such portion thereof as the Company shall specify in a Company Order,
(ii) shall be registered in the name of the Depository for such Global Debt Security or
Global Debt Securities or its nominee, (iii) shall be delivered by the Trustee or its
agent to the Depository or pursuant to the Depository’s instruction and (iv) shall
bear a legend substantially to the following effect: “Unless this certificate is
presented by an authorized representative of the Depository to the Company or its agent
for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of the nominee of the Depository or in such other name as is
requested by an authorized representative of the Depository (and any payment is made to
the nominee of the Depository or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the
nominee of the Depository, has an interest herein.” 




10 










        (b)              Notwithstanding
any other provision of this Section 2.04 or of Section 3.06, and           subject to the
provisions of paragraph (c) below, unless the terms of a Global           Debt Security
expressly permit such Global Debt Security to be exchanged in           whole or in part
for individual certificates representing Debt Securities, a           Global Debt
Security may be transferred, in whole but not in part and in the           manner
provided in Section 3.06, only to a nominee of the Depository for such           Global
Debt Security, or to the Depository, or a successor Depository for such           Global
Debt Security selected or approved by the Company, or to a nominee of           such
successor Depository.  




        (c)              (1)
If at any time the Depository for a Global Debt Security notifies the           Company
that it is unwilling or unable to continue as Depository for such Global           Debt
Security or if at any time the Depository for the Global Debt Securities           for
such series shall no longer be eligible or in good standing under the
          Securities Exchange Act of 1934, as amended, or other applicable statute or
          regulation, the Company shall appoint a successor Depository with respect to
          such Global Debt Security. If a successor Depository for such Global Debt
          Security is not appointed by the Company within 90 days after the Company
          receives notice or becomes aware of such ineligibility, the Company will
          execute, and the Trustee or its agent, upon receipt of a Company Request for
the           authentication and delivery of certificates representing Debt Securities of
such           series in exchange for such Global Debt Security, will authenticate and
deliver,           certificates representing Debt Securities of such series of like tenor
and terms           in an aggregate principal amount equal to the principal amount of the
Global           Debt Security in exchange for such Global Debt Security.  




        (2)              The
Company may at any time and in its sole discretion determine that the Debt
          Securities of any series or portion thereof issued or issuable in the form of
          one or more Global Debt Securities shall no longer be represented by such
Global           Debt Security or Global Debt Securities. In such event the Company will
execute,           and the Trustee, upon receipt of a Company Request for the
authentication and           delivery of certificates representing Debt Securities of
such series in exchange           in whole or in part for such Global Debt Security, will
authenticate and deliver           certificates representing Debt Securities of such
series of like tenor and terms           in definitive form in an aggregate principal
amount equal to the principal           amount of such Global Debt Security or Global
Debt Securities representing such           series or portion thereof in exchange for
such Global Debt Security or Global           Debt Securities.  




11 










        (3)              If
specified by the Company pursuant to Section 3.01 with respect to Debt
          Securities issued or issuable in the form of a Global Debt Security, the
          Depository for such Global Debt Security may surrender such Global Debt
Security           in exchange in whole or in part for certificates representing Debt
Securities of           such series of like tenor and terms in definitive form on such
terms as are           acceptable to the Company and such Depository. Thereupon the
Company shall           execute, and the Trustee or its agent shall authenticate and
deliver, without a           service charge, (A) to each Holder specified by the Debt
Security Registrar or           the Depository a certificate or certificates representing
Debt Securities of the           same series of like tenor and terms and of any
authorized denomination as           requested by such person in an aggregate principal
amount equal to and in           exchange for such Holder’s beneficial interest as
specified by the Debt           Security Registrar or the Depository in the Global Debt
Security; and (B) to           such Depository a new Global Debt Security of like tenor
and terms and in an           authorized denomination equal to the difference, if any,
between the principal           amount of the surrendered Global Debt Security and the
aggregate principal           amount of certificates representing Debt Securities
delivered to Holders           thereof.  




        (4)              In
any exchange provided for in any of the preceding three paragraphs, the           Company
will execute and the Trustee or its agent will authenticate and deliver
          certificates representing Debt Securities in definitive registered form in
          authorized denominations for Debt Securities of the same series or any integral
          multiple thereof. Upon the exchange of the entire principal amount of a Global
          Debt Security for certificates representing Debt Securities, such Global Debt
          Security shall be cancelled by the Trustee or its agent. Except as provided in
          the preceding paragraph, certificates representing Debt Securities issued in
          exchange for a Global Debt Security pursuant to this Section shall be
registered           in such names and in such authorized denominations for Debt
Securities of that           series or any integral multiple thereof, as the Debt
Security Registrar or           Depository shall instruct the Trustee or its agent. The
Trustee or the Debt           Security Registrar shall deliver at its Corporate Trust
Office such certificates           representing Debt Securities to the Holders in whose
names such Debt Securities           are so registered.  




ARTICLE 3.  
THE DEBT
SECURITIES.  



        SECTION
3.01. Title and Terms. The aggregate principal amount of Debt Securities which may
be authenticated and delivered under this Indenture is unlimited. The Debt Securities may
be issued up to the aggregate principal amount of Debt Securities from time to time
authorized by or pursuant to a Board Resolution.  




        The
Debt Securities may be issued in one or more series. All Debt Securities of each series
issued under this Indenture shall in all respects be equally and ratably entitled to the
benefits hereof with respect to such series without preference, priority or distinction on
account of the actual time or times of the authentication and delivery or maturity of the
Debt Securities of such series. There shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate to the extent not established
in a Board Resolution, or established in one or more indentures supplemental hereto, prior
to the issuance of Debt Securities of any series: 



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




12 










        (b)              any
limit upon the aggregate principal amount of the Debt Securities of the           series
which may be authenticated and delivered under this Indenture (except for           Debt
Securities authenticated and delivered upon registration of transfer of, or           in
exchange for, or in lieu of, other Debt Securities of that series pursuant to
          this Article Three, the second paragraph of Section 4.03, or Section 11.04);  




        (c)              the
date or dates (or the manner of calculation thereof) on which the principal           of
the Debt Securities of the series is payable;  




        (d)              the
rate or rates (or the manner of calculation thereof) at which the Debt
          Securities of the series shall bear interest, if any, the date or dates from
          which such interest shall accrue, the Interest Payment Dates on which such
          interest shall be payable and the Regular Record Date for the interest payable
          on any Interest Payment Date;  




        (e)              the
Place of Payment;  




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




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




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




        (i)              if
other than Dollars, the currencies in which payments of interest or principal
          of (and premium, if any, with respect to) the Debt Securities of the series are
          to be made;  




        (j)              if
the interest on or principal of (or premium, if any, with respect to) the           Debt
Securities of the series are to be payable, at the election of the Company           or a
Holder thereof or otherwise, in a currency other than that in which such           Debt
Securities are payable, the period or periods within which, and the other           terms
and conditions upon which, such election may be made, and the time and           manner
of determining the exchange rate between the currency in such Debt           Securities
are denominated or stated to be payable and the currency in which           such Debt
Securities or any of them are to be so payable;  




        (k)              whether
the amount of payments of interest on or principal of (or premium, if           any, with
respect to) the Debt Securities of such series may be determined with           reference
to an index, formula or other method (which index, formula or method           or method
may be based, without limitation, on one or more currencies,           commodities,
equity indices or other indices), and, if so, the terms and           conditions upon
which and the manner in which such amounts shall be determined           and paid or
payable;  




13 










        (l)              the
extent to which any Debt Securities will be issuable in permanent global           form,
the manner in which any payments on a permanent global Debt Security will           be
made, and the appointment of any Depository relating thereto;  




        (m)              any
deletions from, modifications of or additions to the Events of Default or
          covenants with respect to the Debt Securities of such series, whether or not
          such Events of Default or covenants are consistent with the Events of Default
or           covenants set forth herein;  




        (n)              if
any of the Debt Securities of such series are to be issuable upon the           exercise
of warrants, this shall be so established as well as the time, manner           and place
for such Debt Securities to be authenticated and delivered; and  




        (o)              any
other terms of the series (which terms shall not be inconsistent with the
          provisions of this Indenture).  




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



        SECTION
3.02. Denominations. The Debt Securities of each series shall be issuable in
registered form without coupons in such denominations as shall be specified as
contemplated in Section 3.01. In the absence of any specification with respect to the
Debt Securities of any series, the Debt Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof, which may be in Dollars or any
Foreign Currency.  




        SECTION
3.03. Payment of Principal and Interest. The principal of, premium, if any, and
interest on the Debt Securities shall be payable at the office or agency of the Company
designated for that purpose in the Place of Payment, as provided in Section 5.02;
provided, however, that interest may be payable at the option of the Company by check
mailed to the address of the Person entitled thereto as such address shall appear on the
Debt Security Register on the Regular Record Date for such interest payment.  




        SECTION
3.04. Execution of Debt Securities. The Debt Securities shall be executed manually
or by facsimile in the name and on behalf of the Company by its Chairman of the Board of
Directors, its President, one of its Vice Presidents or its Treasurer and by its
Secretary or one of its Assistant Secretaries. Only such Debt Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore recited,
manually executed by the Trustee, shall be entitled to the benefits of this Indenture or
be valid or become obligatory for any purpose. Such certificate by the Trustee upon any
Debt Security executed by the Company shall be conclusive evidence that the Debt Security
so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.  




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



14 










        At
any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series, properly created in accordance with
Section 3.01 and executed by the Company, to the Trustee for authentication; and the
Trustee shall authenticate and deliver such Debt Securities upon receipt of a Company
Order. In the event that any other Person performs the Trustee’s duties as
Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the
Trustee in writing of the issuance of any Debt Securities hereunder, such notice to be
delivered in accordance with the provisions of Section 15.03 on the date such Debt
Securities are delivered by the Company for authentication to such other Person. 



        Prior
to any such authentication and delivery, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, in addition to the Opinion of Counsel to be
furnished to the Trustee pursuant to Sections 2.02 and 15.05 and the Officers’
Certificate relating to the issuance of any series of Debt Securities pursuant to Sections
15.05 and 3.01, Opinions of Counsel stating that: 



        (a)              all
instruments furnished to the Trustee conform to the requirements of this
          Indenture and constitute sufficient authority hereunder for the Trustee to
          authenticate and deliver such Debt Securities;  




        (b)              all
laws and requirements with respect to the form and execution by the Company           of
the supplemental indenture, if any, have been complied with, the execution           and
delivery of the supplemental indenture, if any, will not violate the terms           of
this Indenture, the supplemental indenture has been duly qualified under the
          Trust Indenture Act of 1939, the Company has corporate or company power to
          execute and deliver any such supplemental indenture and has taken all necessary
          corporate action for those purposes and any such supplemental indenture has
been           executed and delivered and constitutes the legal, valid and binding
obligation           of the Company enforceable in accordance with its terms (subject, as
to           enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency,           moratorium or other laws affecting creditors’ rights generally
from time to           time in effect);  




        (c)              the
form and terms of such Debt Securities have been established in conformity           with
the provisions of this Indenture; and  




        (d)              all
laws and requirements with respect to the execution and delivery by the           Company
of such Debt Securities have been complied with, the authentication and
          delivery of the Debt Securities by the Trustee will not violate the terms of
          this Indenture, the Company has the corporate or company power to issue such
          Debt Securities and such Debt Securities, assuming due authentication and
          delivery by the Trustee, constitute legal, valid and binding obligations of the
          Company in accordance with their terms (subject, as to enforcement of remedies,
          to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
          affecting creditors’ rights generally from time to time in effect) and are
          entitled to the benefits of this Indenture, equally and ratably with all other
          Outstanding Debt Securities, if any, of such series.  




15 










        The
Trustee shall not be required to authenticate such Debt Securities if the issue thereof
will adversely affect the Trustee’s own rights, duties or immunities under the Debt
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee or such action would expose the Trustee to personal liability to existing
Holders. 



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



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



        SECTION
3.05. Temporary Debt Securities. Pending the preparation of definitive Debt
Securities of any series, the Company may execute, and upon receipt of the documents
required by Sections 2.02, 3.01 and 3.04, together with a Company Order, the Trustee
shall authenticate and deliver, such temporary Debt Securities which may be printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denominations, substantially of the tenor of such definitive Debt Securities in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such temporary Debt Securities may determine,
as evidenced by their execution of such temporary Debt Securities.  




        If
temporary Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Debt Securities of any series, the temporary Debt Securities of such series
shall be exchangeable for definitive Debt Securities of such series, upon surrender of the
temporary Debt Securities of such series at any office or agency maintained by the Company
for such purposes as provided in Section 5.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefore
a like principal amount of definitive Debt Securities of such series having the same
interest rate and Stated Maturity and bearing interest from the same date of any
authorized denominations. Until so exchanged the temporary Debt Securities of such series
shall in all respects be entitled to the same benefits under this Indenture as definitive
Debt Securities of such series. 



        SECTION
3.06. Exchange and Registration of Transfer of Debt Securities. Debt Securities
may be exchanged for a like aggregate principal amount of Debt Securities of such series
that are of other authorized denominations. Debt Securities to be exchanged shall be
surrendered at any office or agency to be maintained for such purpose by the Company, as
provided in Section 5.02, and the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore the Debt Security or Debt Securities of
authorized denominations which the Debt Security Holder making the exchange shall be
entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a
person authorized to register and register transfer of Debt Securities is sometimes
herein referred to as a “Debt Security Registrar.” 




16 










        The
Company shall keep, at each such office or agency of the Company maintained for such
purpose, as provided in Section 5.02, a register for each series of Debt Securities
hereunder (the registers of all Debt Security Registrars being herein sometimes
collectively referred to as the “Debt Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debt Securities and shall register the transfer of Debt Securities as
provided in this Article Three. At all reasonable times, such Debt Security Register shall
be open for inspection by the Trustee and any Debt Security Registrar other than the
Trustee. Upon due presentment for registration of transfer of any Debt Security at any
such office or agency, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new Debt Security
or Debt Securities of authorized denominations for an equal aggregate principal amount.
Registration or registration of transfer of any Debt Security by any Debt Security
Registrar in the registry books maintained by such Debt Security Registrar, and delivery
of such Debt Security, duly authenticated, shall be deemed to complete the registration or
registration of transfer of such Debt Security. 



        The
Company will at all times designate one Person (who may be the Company and who need not be
a Debt Security Registrar) to act as repository of a master list of names and addresses of
Holders of the Debt Securities. The Trustee shall act as such repository unless and until
some other Person is, by written notice from the Company to the Trustee and each Debt
Security Registrar, designated by the Company to act as such. The Company shall cause each
Debt Security Registrar to furnish to such repository, on a current basis, such
information as such repository may reasonably request as to registrations, transfers,
exchanges and other transactions effected by such registrar, as may be necessary or
advisable to enable such repository to maintain such master list on as current a basis as
is reasonably practicable. 



        No
Person shall at any time be appointed as or act as a Debt Security Registrar unless such
Person is at such time empowered under applicable law to act as such and duly registered
to act as such under and to the extent required by applicable law and regulations. 



        All
Debt Securities presented to a Debt Security Registrar for registration of transfer shall
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and such Debt Security Registrar duly executed by the
registered Holder or such Holder’s attorney duly authorized in writing. 



        No
service charge shall be made for any exchange or registration of transfer of Debt
Securities, but the Company or the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection therewith. 



        The
Company shall not be required to issue, exchange or register a transfer of (a) any Debt
Securities of any series for a period of 15 days next preceding the mailing of a notice of
redemption of Debt Securities of such series and ending at the close of business on the
day of the mailing of a notice of redemption of Debt Securities of such series so selected
for redemption, or (b) any Debt Securities selected, called or being called for redemption
except, in the case of any Debt Security to be redeemed in part, the portion thereof not
so to be redeemed. 



17 










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



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



        SECTION
3.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary
or definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the
Company in its discretion may execute, and upon its request the Trustee shall
authenticate and deliver, a new Debt Security, bearing a number, letter or other
distinguishing mark not contemporaneously Outstanding, in exchange and substitution for
the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so
destroyed, lost or stolen. In every case the applicant for a substituted Debt Security
shall furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft, of such Debt Security and of the
ownership thereof.  




        In
the absence of notice to the Trustee or the Company that such Debt Security has been
acquired by a bona fide purchaser, the Trustee shall authenticate any such substituted
Debt Security and deliver the same upon any Company Request. Upon the issuance of any
substituted Debt Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. In case any Debt Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substituted Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) if the
applicant for such payment shall furnish to the Company and to the Trustee such security
or indemnity as may be required by them to save each of them harmless and, in case of
destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof. 



        Every
substituted Debt Security issued pursuant to the provisions of this Section 3.07 by virtue
of the fact that any Debt Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debt Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt Securities duly
issued hereunder. All Debt Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities and shall preclude (to the extent
permitted by law) any and all other rights or remedies with respect to the replacement or
payment of negotiable instruments or other securities without their surrender. 




18 









        SECTION
3.08. Payment of Interest; Interest Rights Preserved. Interest which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date, on any Debt
Security, shall unless otherwise provided in such Debt Security be paid to the Person in
whose name the Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on the Regular Record Date for such interest.  




        Unless
otherwise stated in the form of Debt Security of a series, interest on the Debt Securities
of any series shall be computed on the basis of a 360 day year comprised of twelve 30 day
months. 



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



        (a)              The
Company may elect to make payment of any Defaulted Interest to the Persons           in
whose names any such Debt Securities (or their respective Predecessor Debt
          Securities) are registered at the close of business on a Special Record Date
for           the payment of such Defaulted Interest, which shall be fixed in the
following           manner. The Company shall notify the Trustee in writing of the amount
of           Defaulted Interest proposed to be paid on each Debt Security and the date of
the           proposed payment, and at the same time the Company shall deposit with the
          Trustee an amount of money equal to the aggregate amount proposed to be paid in
          respect of such Defaulted Interest or shall make arrangements satisfactory to
          the Trustee for such deposit prior to the date of the proposed payment, such
          money when deposited to be held in trust for the benefit of the Persons
entitled           to such Defaulted Interest as in this clause provided. Thereupon the
Trustee           shall fix a Special Record Date for the payment of such Defaulted
Interest which           shall be not more than 15 days and not less than 10 days prior
to the date of           the proposed payment and not less than 10 days after the receipt
by the Trustee           of the notice of the proposed payment. The Trustee shall
promptly notify the           Company of such Special Record Date and, in the name and at
the expense of the           Company, shall cause notice of the proposed payment of such
Defaulted Interest           and the Special Record Date therefore to be mailed,
first-class postage prepaid,           to each Holder of such Debt Securities, at such
Holder’s address as it           appears in the Debt Security Register, not less
than 10 days prior to such           Special Record Date. Notice of the proposed payment
of such Defaulted Interest           and the Special Record Date therefore having been
mailed as aforesaid, such           Defaulted Interest shall be paid to the Persons in
whose names such Debt           Securities (or their respective Predecessor Debt
Securities) are registered on           such Special Record Date and shall no longer be
payable pursuant to the           following Clause (b).  




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




19 










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



        SECTION
3.09. Persons Deemed Owners. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Debt Security is registered as the
owner of such Debt Security for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.08) interest on, such Debt Security and for
all other purposes whatsoever whether or not such Debt 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.  




        SECTION
3.10. Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered
for the purpose of payment, redemption, exchange or registration of transfer or delivered
in satisfaction in whole or in part of any sinking fund obligation shall, if surrendered
to the Company or any agent of the Trustee or the Company under this Indenture, be
delivered to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee,
shall be promptly cancelled by it, and no Debt Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of cancelled Debt Securities in accordance with its customary procedures
unless directed by a Company Order.  




        SECTION
3.11. Currency and Manner of Payments. With respect to Debt Securities denominated
in Dollars or a Foreign Currency, the following payment provisions shall apply:  




        (1)              Except
as provided in subparagraph (a)(2) or in paragraph (c) of this Section           3.11,
payment of principal of and premium, if any, on any Debt Securities will           be
made at the offices established pursuant to Section 5.02 by delivery of a           check
in the currency in which the Debt Security is denominated on the payment           date
against surrender of such Debt Security, and any interest on any Debt           Security
will be paid at such office by mailing a check in the currency in which           the
Debt Securities were issued to the Person entitled thereto at the address of
          such Person appearing on the Debt Security Register.  




        (2)              Payment
of the principal of and premium, if any, and interest on such Debt           Security may
also, subject to applicable laws and regulations, be made at such           other place
or places as may be designated by the Company by any appropriate           method.  




        (b)              Not
later than the fourth Business Day after the Regular Record Date for such
          Interest Payment Date, the paying agent will deliver to the Company a written
          notice specifying, in the currency in which each series of the Debt Securities
          are denominated, the respective aggregate amounts of principal of and premium,
          if any, and interest on the Debt Securities to be made on such payment date,
          specifying the amounts so payable in respect of the Debt Securities. The
failure           of the paying agent to deliver such notice shall not relieve the
Company from           its obligation to make all payments with respect to any Debt
Security when due.  





20 









        (c)              If
the Foreign Currency in which any of the Debt Securities are denominated           ceases
to be used both by the government of the country which issued such           currency and
for the settlement of transactions by public institutions of or           within the
international banking community, then with respect to each date for           the payment
of Foreign Currency occurring after the last date on which the           Foreign Currency
was so used (the “Conversion Date”), the Dollar shall           be the currency
of payment for use on each such Interest Payment Date. The           Dollar amount to be
paid by the Company to the Trustee and by the Trustee or any           paying agent to
the Holder of such Debt Securities with respect to such payment           date shall be
the Dollar Equivalent of the Foreign Currency as determined by the           Currency
Determination Agent as of the second Business Day preceding the           applicable
payment date (the “Valuation Date”) in the manner provided           in
paragraph (d).  




        (d)              The
“Dollar Equivalent of the Foreign Currency” shall be determined by
          the Currency Determination Agent as of each Valuation Date and shall be
obtained           by converting the specified Foreign Currency into Dollars at the
Market Exchange           Rate on the Valuation Date.  




        (e)              The
“Market Exchange Rate” shall mean, for any currency, the highest           firm
bid quotation for U.S. dollars received by the Currency Determination Agent           at
approximately 11:00 a.m., New York City time, on the second Business Day
          preceding the applicable payment date (or, if no such rate is quoted on such
          date, the last date on which such rate was quoted), from three recognized
          foreign exchange dealers in the City of New York selected by the Currency
          Determination Agent and approved by the Company (one of which may be the
          Currency Determination) for the purchase by the quoting dealer, for settlement
          on such payment date, of the aggregate amount of such currency payable on such
          payment in respect of all Notes denominated in such currency.  




        (f)              All
decisions and determinations of the Currency Determination Agent regarding           the
Dollar Equivalent of the Foreign Currency and the Market Exchange Rate shall           be
in its sole discretion and shall, in the absence of manifest error, be
          conclusive for all purposes and irrevocably binding upon the Company and all
          Holders of the Debt Securities. In the event that the Foreign Currency ceases
to           be used both by the government of the country which issued such currency and
for           the settlement of transactions by public institutions of or within the
          international banking community, the Company, after learning thereof, will
          promptly give notice thereof to the Trustee (and the Trustee will promptly
          thereafter give notice in the manner provided in Section 15.03 to the Holders)
          specifying the Conversion Date.  




        (g)              The
Trustee shall be fully justified and protected in relying on and acting upon
          the information so received by it from the Company or the Currency
Determination           Agent and shall not otherwise have any duty or obligation to
determine such           information independently.  




        (h)              If
the principal of (and premium, if any) and interest on any Debt Securities is
          payable in a Foreign Currency and such Foreign Currency is not available for
          payment due to the imposition of exchange controls or other circumstances
beyond           the control of the Company, then the Company shall be entitled to
satisfy its           obligations to Holders under this Indenture by making such payment
in Dollars on           the basis of the Market Exchange Rate for such Foreign Currency
on the latest           date for which such rate was established on or before the date on
which payment           is due. Any payment made pursuant to this Section 3.11 in Dollars
where the           required payment is in a Foreign Currency shall not constitute a
default or           Event of Default under this Indenture.  





21 









ARTICLE 4.  
REDEMPTION
OF DEBT SECURITIES; SINKING FUNDS.  



        SECTION
4.01. Applicability of Article. The Company may reserve the right to redeem and
pay before Stated Maturity all or any part of the Debt Securities of any series, either
by optional redemption, sinking fund (mandatory or optional) or otherwise, by provision
therefor in the form of Debt Security for such series on such terms as are specified in
such form or the Board Resolution or Officers’ Certificate delivered pursuant to
Section 3.01 or the indenture supplemental hereto as provided in Section 3.01 with
respect to Debt Securities of such series. Redemption of Debt Securities of any series
shall be made in accordance with the terms of such Debt Securities and, to the extent
that this Article does not conflict with such terms, in accordance with this Article.  




        SECTION
4.02. Notice of Redemption; Selection of Debt Securities. In case the Company
shall desire to exercise the right to redeem all, or, as the case may be, any part of a
series of Debt Securities pursuant to Section 4.01, the Company shall fix a date for
redemption and the Company, or, at the Company’s request, the Trustee in the name of
and at the expense of the Company, shall mail a notice of such redemption at least 30 and
not more than 60 days prior to the date fixed for redemption to the Holders of Debt
Securities so to be redeemed as a whole or in part at their last addresses as the same
appear on the Debt Securities Register. Such mailing shall be by first class mail. The
notice if mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the Holder of any Debt Security
designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security.  




        Notice
of redemption shall be given in the name of the Company and shall specify the date fixed
for redemption, the Redemption Price at which Debt Securities of any series are to be
redeemed, the place of payment (which shall be at the offices or agencies to be maintained
by the Company pursuant to Section 5.02), that payment of the Redemption Price will be
made upon presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to accrue, and
the Section of this Indenture pursuant to which Debt Securities will be redeemed. In case
less than all Debt Securities of any series are to be redeemed, the notice of redemption
shall also identify the particular Debt Securities to be redeemed as a whole or in part
and shall state that the redemption is for the sinking fund, if such is the case. In case
any Debt Security is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security
or Debt Securities of such series in aggregate principal amount equal to the unredeemed
portion thereof will be issued without charge to the Holder. 




22 









        If
less than all the Debt Securities of any series are to be redeemed, the Company shall give
the Trustee notice, at least 45 days (or such shorter period acceptable to the Trustee) in
advance of the date fixed for redemption, as to the aggregate principal amount of Debt
Securities to be redeemed. Debt Securities may be redeemed in part in multiples equal to
the minimum authorized denomination for Debt Securities of such series or any multiple
thereof. Thereupon the Trustee shall select, in such manner as in its sole discretion it
shall deem appropriate and fair, the Debt Securities or portions thereof to be redeemed,
and shall as promptly as practicable notify the Company of the Debt Securities or portions
thereof so selected. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Debt Securities of any series shall
relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be redeemed. 



        On
or prior to the date fixed for redemption specified in the notice of redemption given as
provided in this Section 4.02, the Company will deposit with the Trustee or with the
paying agent an amount of money in the currency in which the Debt Securities of such
series are payable sufficient to redeem on the date fixed for redemption all the Debt
Securities so called for redemption at the appropriate Redemption Price, together with
accrued interest to the date fixed for redemption. 



        The
Trustee shall not mail any notice of redemption of any series of Debt Securities during
the continuation of any default in payment of interest on any series of Debt Securities
when due or of any Event of Default, except that where notice of redemption with respect
to any series of Debt Securities shall have been mailed prior to the occurrence of such
default or Event of Default, the Trustee shall redeem such Debt Securities provided funds
are deposited with it for such purpose. 



        SECTION
4.03. Payment of Debt Securities Called for Redemption. If notice of redemption
has been given as herein provided, the Debt Securities or portions of Debt Securities
with respect to which such notice has been given shall become due and payable on the date
and at the place stated in such notice at the applicable Redemption Price, together with
interest accrued to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Debt Securities or portions thereof at the
Redemption Price, together with interest accrued to said date) interest on the Debt
Securities or portions of Debt Securities so called for redemption shall cease to accrue,
and such Debt Securities and portions of Debt Securities shall be deemed not to be
Outstanding hereunder and shall not be entitled to any benefit under this Indenture
except to receive payment of the Redemption Price, together with accrued interest to the
date fixed for redemption. On presentation and surrender of such Debt Securities at the
place of payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with interest accrued thereon to the date fixed for redemption; provided,
however, that any installments of interest becoming due on the date fixed for redemption
shall be payable to the Holders of such Debt Securities, or one or more previous Debt
Securities evidencing all or a portion of the same debt as that evidenced by such
particular Debt Securities, registered as such on the relevant record dates according to
their terms and the provisions of Section 3.08.  




23 










        Upon
presentation and surrender of any Debt Security redeemed in part only, with, if the
Company or the Trustee so required, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of the Company, a new Debt Security or Debt Securities of the same series having
the same interest rate and Stated Maturity and bearing interest from the same date, of any
authorized denominations as requested by such Holder, in aggregate principal amount equal
to the unredeemed portion of the Debt Security so presented and surrendered. 



        SECTION
4.04. Exclusion of Certain Debt Securities from Eligibility for Selection for
Redemption. Debt Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a written
statement signed by a Responsible Officer of the Company and delivered to the Trustee at
least 45 days prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by, either (a) the
Company or (b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common control with
the Company.  




        SECTION
4.05. Provisions with Respect to any Sinking Funds. Unless the form or terms of
any series of Debt Securities shall provide otherwise, in lieu of making all or any part
of any mandatory sinking fund payment with respect to such series of Debt Securities in
cash, the Company may at its option (a) deliver to the Trustee for cancellation any Debt
Securities of such series theretofore acquired by the Company, or (b) receive credit for
any Debt Securities of such series (not previously so credited) acquired by the Company
and theretofore delivered to the Trustee for cancellation, then Debt Securities so
delivered or credited shall be credited at the applicable sinking fund Redemption Price
with respect to the Debt Securities of such series.  




        On
or before the 45th day next preceding each sinking fund Redemption Date, the Company will
deliver to the Trustee a certificate signed by the Chief Financial Officer, any Vice
President, the Treasurer or any Assistant Treasurer of the Company specifying (i) the
portion of the mandatory sinking fund payment to be satisfied by deposit of cash in the
currency in which the Debt Securities of such series are payable, by delivery of Debt
Securities theretofore purchased or otherwise acquired by the Company (which Debt
Securities shall accompany such certificate) and by credit for Debt Securities acquired by
the Company and theretofore delivered to the Trustee for cancellation redeemed by the
Company and stating that the credit to be applied has not theretofore been so applied and
(ii) whether the Company intends to exercise its right, if any, to make an optional
sinking fund payment, and, if so, the amount thereof. Such certificate shall also state
that no Event of Default has occurred and is continuing. Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the payment or
payments therein referred to, if any, on or before the next succeeding sinking fund
payment date. In case of the failure of the Company on or before the 45th day next
preceding each sinking fund Redemption Date to deliver such certificate (or to deliver the
Debt Securities specified in this paragraph), the sinking fund payment due on the next
succeeding sinking fund payment date shall be paid entirely in cash (in the currency
described above) and shall be sufficient to redeem the principal amount of Debt Securities
as a mandatory sinking fund payment, without the option to deliver or credit Debt
Securities as provided in the first paragraph of this Section 4.05 and without the right
to make an optional sinking fund payment as provided herein. 



24 










        If
the sinking fund payment or payments (mandatory or optional) with respect to any series of
Debt Securities made in cash (in the currency described above) shall exceed the minimum
authorized denomination set forth in an Officers’ Certificate pursuant to Section
3.01 or the equivalent in the currency in which the Debt Securities of such series are
payable (or a lesser sum if the Company shall so request), unless otherwise provided by
the terms of such series of Debt Securities, said cash shall be applied by the Trustee on
the sinking fund Redemption Date with respect to Debt Securities of such series at the
applicable sinking fund Redemption Price with respect to Debt Securities of such series,
together with accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 4.03. The Trustee shall select, in the manner provided in Section
4.02, for redemption on such sinking fund Redemption Date a sufficient principal amount of
Debt Securities of such series to utilize said cash and shall thereupon cause notice of
redemption of the Debt Securities of such series for the sinking fund to be given in the
manner provided in Section 4.02 (and with the effect provided in Section 4.03) for the
redemption of Debt Securities in part at the option of the Company. Debt Securities of any
series which are identified by registration and certificate number in an Officers’
Certificate at least 45 days prior to the sinking fund Redemption Date as being
beneficially owned by, and not pledged or hypothecated by, the Company or an entity
directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be excluded from Debt Securities of such series eligible
for selection for redemption. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Debt Securities of such series shall be added to the next
cash sinking fund payment with respect to Debt Securities of such series received by the
Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 4.05. Any and all sinking fund moneys with respect to Debt
Securities of any series held by the Trustee at the maturity of Debt Securities of such
series, and not held for the payment or redemption of particular Debt Securities of such
series, shall be applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the Debt
Securities of such series at maturity. 



        The
Trustee shall not convert any currency in which the Debt Securities of such series are
payable for the purposes of such sinking fund application unless a Company Request is
made, and any such conversion agreed to by the Trustee in response to such request shall
be for the account and at the expense of the Company and shall not affect the
Company’s obligation to pay the Holders in the currency to which such Holder is
entitled. 



        On
or before each sinking fund Redemption Date provided with respect to Debt Securities of
any series, the Company shall pay to the Trustee in cash in the currency described above a
sum equal to all accrued interest, if any, to the date fixed for redemption on Debt
Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section
4.05. 



ARTICLE 5.  
PARTICULAR
COVENANTS OF THE COMPANY.  



        SECTION
5.01. Payment of Principal, Premium and Interest. The Company will duly and
punctually pay or cause to be paid (in the currency in which the Debt Securities of such
series are payable) the principal of and premium, if any, and interest on each of the
Debt Securities at the place (subject to Section 3.03), at the respective times and in
the manner provided in each series of Debt Securities and in this Indenture.  




25 










        SECTION
5.02. Offices for Notices and Payments, etc. (a) So long as the Debt Securities of
any series remain Outstanding, the Company will maintain at the Place of Payment, an
office or agency where the Debt Securities may be presented for payment, an office or
agency where the Debt Securities may be presented for registration of transfer and for
exchange as provided in this Indenture, and an office or agency where notices and demands
to or upon the Company in respect of the Debt Securities or of this Indenture may be
served and shall give the Trustee written notice thereof and any changes in the location
thereof. In case the Company shall at any time fail to maintain any such office or
agency, or shall fail to give notice to the Trustee of any change in the location
thereof, presentation and demand may be made and notice may be served in respect of the
Debt Securities or of this Indenture at said office of the Trustee.  




        (b)              In
addition to the office or agency maintained by the Company pursuant to           Section
5.02(a), the Company may from time to time designate one or more other           offices
or agencies where the Debt Securities may be presented for payment and
          presented for registration of transfer and for exchange in the manner provided
          in this Indenture, and the Company may from time to time rescind such
          designations, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner
          relieve the Company of its obligation to maintain such office and agency at the
          Place of Payment, for the purposes abovementioned. The Company will give to the
          Trustee prompt written notice of (i) any such designation or rescission
thereof,           and (ii) the location of any such office or agency outside the Place
of Payment           and of any change of location thereof.  




        SECTION
5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 8.10, a Trustee, so that there shall at all times be a
Trustee hereunder.  




        SECTION
5.04. Provisions as to Paying Agent. (a) (1) Whenever the Company shall have one
or more paying agents for any series of Debt Securities other than the Trustee, it will,
on or before each due date of the principal of (and premium, if any) or interest on any
Debt Securities of such series, deposit with a paying agent a sum sufficient to pay such
amount becoming due, such sum to be held as provided by the Trust Indenture Act of 1939,
and (unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.  




        (2)               The
Company will cause each paying agent other than the Trustee to execute and
          deliver to the Trustee an instrument in which such paying agent shall agree
with           the Trustee, subject to the provisions of this Section, that such paying
agent           will: (i) comply with the provisions of the Trust Indenture Act of 1939
          applicable to it as a paying agent and (ii) during the continuance of any
          default by the Company (or any other obligor upon any series of Debt
Securities)           in the making of any payment in respect of the Debt Securities of
such series,           upon the written request of the Trustee, forthwith pay to the
Trustee all sums           held in trust by such paying agent as such.  




26 










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




        (c)              Anything
in this Section 5.04 to the contrary notwithstanding, the Company may,           at any
time, for the purpose of obtaining a satisfaction and discharge of this
          Indenture with respect to any or all series of Debt Securities then
Outstanding,           or for any other reason, pay or cause to be paid to the Trustee
all sums held in           trust by the Company, or any paying agent hereunder, as
required by this Section           5.04, such sums to be held by the Trustee upon the
trusts herein contained.  




        (d)              Anything
in this Section 5.04 to the contrary notwithstanding, the agreement to           hold
sums in trust provided in this Section 5.04 is subject to Section 13.04.  




        SECTION
5.05. Certificate to Trustee. So long as the Debt Securities of any series remain
Outstanding, the Company will deliver to the Trustee on or before 120 days after the end
of each fiscal year an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they would
normally have knowledge of any default by the Company in the performance or fulfillment
or observance of any covenants or agreements contained herein during the preceding fiscal
year, stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature thereof.
The Officers’ Certificate need not comply with Section 15.05.  




        SECTION
5.06. Waivers of Covenants. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit, in respect of any series of Debt
Securities, and in any particular instance, to comply with a covenant, agreement or
condition contained in Sections 5.02, 5.04 (other than in 5.04(a)(1) and (2)) or 5.05, or
with any additional covenant, agreement or condition contained in a Board Resolution or
Officers’ Certificate establishing such series of Debt Securities, any indenture
supplemental hereto applicable to such series of any Debt Security of such series if the
Company shall have obtained and filed with the Trustee before or after the time for such
compliance the consent in writing of the Holders of more than 50% in aggregate principal
amount of the Debt Securities of the series affected by such waiver 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
any obligation not expressly waived nor impair any right consequent thereon and, until
such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force and
effect.  




27 










ARTICLE 6.  
HOLDERS’ LISTS
AND REPORTS BY THE COMPANY
AND THE TRUSTEE.  



        SECTION
6.01. Holders’Lists. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee, not more than 15 days after each Regular Record
Date with respect to the Debt Securities of any series, and 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 in such form as the Trustee may reasonably require of the names and
addresses of the Holders of Debt Securities of such series as of a date not more than 15
days prior to the time such information is furnished; provided,however,
that no such list with respect to any particular series of Debt Securities need be
furnished at any such time if the Trustee is in possession thereof by reason of its
acting as the Debt Security Registrar for such series designated under Section 3.06 or
otherwise.  




        SECTION
6.02. Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and
addresses of the Holders of Debt Securities contained in the most recent list furnished
to it as provided in Section 6.01 or received by the Trustee in the capacity of the Debt
Security Registrar (if so acting) under Section 3.06. The Trustee may destroy any list
furnished to it as provided in Section 6.01 upon receipt of a new list so furnished.  




        (b)              The
rights of Holders to communicate with other Holders with respect to their
          rights under this Indenture or under the Debt Securities of any series or of
all           Debt Securities, and the corresponding rights and duties of the Trustee,
shall           be as provided by the Trust Indenture Act of 1939.  




        (c)              Every
Holder of Debt Securities, by receiving and holding the same, agrees with           the
Company and the Trustee that neither the Company nor the Trustee nor any           agent
of either of them shall be held accountable by reason of any disclosure of
          information as to names and addresses of Holders made pursuant to the Trust
          Indenture Act of 1939.  




        SECTION
6.03. Reports by the Company. The Company agrees to file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939 at
the times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be filed
with the Trustee within 15 days after the same is so required to be filed with the
Commission.; provided further that any such information, documents or reports
filed with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval (or EDGAR) system or any successor thereto shall be deemed to be filed with the
Trustee.  




        SECTION
6.04. Reports by the Trustee. (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act of 1939 at the times and in the manner provided
pursuant thereto. The interval between transmissions of reports to be transmitted at
intervals shall be twelve months or such shorter time required by the Trust Indenture Act
of 1939. If the Trust Indenture Act of 1939 does not specify the date on which a report
is due, the such report shall be due on July 15 of each year following the first issuance
of Debt Securities.  




28 










        (b)              A
copy of each such report shall, at the time of such transmission to Holders,           be
filed by the Trustee with each stock exchange upon which Debt Securities of           any
series are listed, with the Commission and with the Company. The Company           will
notify the Trustee when the Debt Securities of any series are listed on any
          stock exchange and of any delisting thereof.  




ARTICLE 7.  
REMEDIES
OF THE TRUSTEE AND HOLDERS
ON EVENT OF DEFAULT.  



        SECTION
7.01. Events of Default. “Event of Default”, with respect to any series
of Debt Securities, wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body), unless such
event is either inapplicable to such series or it is specifically deleted or modified in
the Board Resolution, Officers’ Certificate or supplemental indenture under which
such series of Debt Securities is issued or in the form of Debt Security for such series:  




        (a)              default
in the payment of any installment of interest upon any Debt Security of           such
series as and when the same shall become due and payable, and continuance           of
such default for a period of 30 days;  




        (b)              default
in the payment of the principal of and premium, if any, on any Debt           Security of
such series as and when the same shall become due and payable either           at
maturity, upon redemption, by declaration of acceleration or otherwise, and
          continuance of such default for a period of five days;  




        (c)              default
in the payment or satisfaction of any sinking fund payment or analogous
          obligation, if any, with respect to the Debt Securities of such series as and
          when the same shall become due and payable by the terms of the Debt Securities
          of such series, and continuance of such default for a period of 30 days;  




        (d)              failure
on the part of the Company duly to observe or perform any of the           covenants,
warranties or agreements on the part of the Company in respect of the           Debt
Securities of such series in this Indenture (other than a covenant,           warranty or
agreement a default in whose performance or whose breach is           specifically dealt
with elsewhere in this Section) continued for a period of 90           days after the
date on which written notice of such failure, specifying such           failure and
requiring the same to be remedied, shall have been given to the           Company by the
Trustee, by registered mail, or to the Company and the Trustee by           the Holders
of at least 25% in aggregate principal amount of the Outstanding           Debt
Securities of such series;  




29 










        (e)              a
decree or order by a court having jurisdiction in the premises shall have been
          entered adjudging the Company a bankrupt or insolvent, or approving as properly
          filed a petition seeking reorganization of the Company under the Federal
          bankruptcy laws or any other similar applicable Federal or state law, and such
          decree or order shall have continued undischarged and unstayed for a period of
          60 days; or a decree or order of a court having jurisdiction in the premises
for           the appointment of a receiver or liquidator or trustee or assignee or other
          similar official in bankruptcy or insolvency of the Company or of all or
          substantially all of its property, or for the winding up or liquidation of its
          affairs, shall have been entered, and such decree or order shall have continued
          undischarged and unstayed for a period of 60 days;  




        (f)              the
Company shall institute proceedings to be adjudicated a voluntary bankrupt,           or
shall consent to the filing of a bankruptcy proceeding against it, or shall
          file a petition or answer or consent seeking an arrangement or a reorganization
          under the Federal bankruptcy laws or any other similar applicable Federal or
          state law, or shall consent to the filing of any such petition, or shall
consent           to the appointment of a receiver or liquidator or trustee or assignee
or other           similar official in bankruptcy or insolvency of it or of all or
substantially           all of its property, or shall make an assignment for the benefit
of creditors,           or shall admit in writing its inability to pay its debts
generally as they           become due; or  




        (g)              any
other Event of Default provided in the Board Resolution, Officers’          Certificate
or the supplemental indenture under which such series of Debt           Securities is
issued or in the form of Debt Security for such series;  




then and in each and every such case,
so long as such Event of Default with respect to any series of Debt Securities for which
there are Debt Securities Outstanding occurs and is continuing (other than an Event of
Default specified in clause (e) or (f) of Section 7.01) and shall not have been remedied
or waived to the extent permitted by the terms of this Indenture, unless the principal of
all of the Debt Securities of such series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Debt Securities of such series, by notice in writing to the Company (and
to the Trustee if given by Holders), may declare the principal (or, if the Debt Securities
of that series are Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Debt Securities of such
series and the interest accrued thereon to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable, anything
in this Indenture or in the Debt Securities of such series contained to the contrary
notwithstanding. If an Event of Default specified in clause (e) or (f) of Section 7.01
occurs and is continuing, then the principal amount of (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the principal amount
as may be specified in the terms thereof as due and payable upon acceleration) and any
accrued and unpaid interest on that series shall immediately become due and payable
without any declaration or other act on the part of the Trustee or any Holder. This
provision, however, is subject to the condition that if, at any time after the principal
of the Debt Securities of such series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay in the currency in which the Debt Securities of such
series are payable all matured installments of interest upon all of the Debt Securities
and the principal of and premium, if any, on any and all Debt Securities of such series
which shall have become due otherwise than by such declaration (with interest on overdue
installments of interest to the extent that payment of such interest is enforceable under
applicable law and on such principal and premium, if any, at the rate borne by the Debt
Securities of such series or as otherwise provided in the form of Debt Security for such
series, to the date of such payment or deposit) and the expenses of the Trustee (subject
to Section 8.06), and any and all defaults under this Indenture, other than the nonpayment
of principal of and accrued interest on Debt Securities of such series which shall have
become due by such declaration, shall have been cured or shall have been waived in
accordance with Section 7.07 or provision deemed by the Trustee to be adequate shall have
been made therefor — then and in every such case the Holders of at least a majority
in aggregate principal amount of the Debt Securities of such series then Outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such declaration
and its consequences; but no such rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereon. 




30 









        In
case the Trustee or any Holders shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because of such
rescission and annulment or for any other reason or shall have been determined adversely
to the Trustee, then and in every such case the Company, the Trustee and the Holders shall
be restored respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the Holders shall continue as though
no such proceeding had been taken. 



        SECTION
7.02. Payment of Debt Securities Upon Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any installment of
interest upon any Debt Security of any series as and when the same shall become due and
payable, and such default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of the principal of and premium, if any, on any Debt
Security of any series as and when the same shall have become due and payable, whether at
maturity of the Debt Security or upon redemption or by declaration or otherwise, and such
default shall have continued for a period of five days, or (c) in case default shall be
made in the making or satisfaction of any sinking fund payment or analogous obligation
with respect to the Debt Securities of any series when the same becomes due by the terms
of the Debt Securities of any series, and such default shall have continued for a period
of 30 days—then, upon demand of the Trustee, the Company will pay to the Trustee,
for the benefit of the Holders of any such series, the whole amount that then shall have
become due and payable on any such Debt Securities for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate borne by the Debt
Securities of such series or as otherwise provided in the form of Debt Security of such
series; and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including a reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any expenses or liabilities incurred and advances made
by the Trustee, except compensation or advances arising, or expenses or liabilities
incurred, as a result of the Trustee’s gross negligence or bad faith.  




        Until
such demand is made by the Trustee, the Company may pay the principal of and premium, if
any, and interest on the Debt Securities of any series to the Persons entitled thereto,
whether or not the principal of and premium, if any, and interest on the Debt Securities
of such series are overdue. 




31 









        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 actions or proceedings 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 on such Debt Securities and collect, in the manner provided by law out of the
property of the Company or any other obligor on such Debt Securities wherever situated,
the moneys adjudged or decreed to be payable. If any Event of Default with respect to any
series of Debt Securities occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Debt Securities
of such series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy. 



        In
case there shall be pending proceedings for the bankruptcy or for the reorganization of
the Company or any other obligor on the Debt Securities of any series under the Federal
bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have
been appointed for the property of the Company or such other obligor, or in the case of
any other similar judicial proceedings relative to the Company or other obligor upon the
Debt Securities of any series, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of the Debt Securities
of such series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to
the provisions of this Section 7.02, shall be entitled and empowered by intervention in
such proceedings or otherwise, (a) to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Debt Securities of
such series, and, in case of any judicial proceedings, to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and of the Holders of the Debt Securities of such series allowed in such
judicial proceedings relative to the Company or any other obligor on such Debt Securities,
its or their creditors, or its or their property, (b) unless prohibited by applicable law
and regulations, to vote on behalf of the Holders of any Debt Securities of any series in
any election of a trustee or a standby trustee in arrangement, reorganization, liquidation
or other bankruptcy or insolvency proceedings or person performing similar functions in
comparable proceedings, and (c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Holders of the Debt Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such Holders, to pay to the Trustee
such amount as shall be sufficient to cover reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other expenses and liabilities incurred and
advances made by the Trustee except compensation or advances arising, or expenses or
liabilities incurred, as a result of the Trustee’s gross negligence or bad faith. 



32 









        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept, or adopt on behalf of any Holder any plan or reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any Holder
(except, as aforesaid, for the election of a trustee in bankruptcy or other Person
performing similar functions) in any such proceeding. 



        All
rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities of any series, may be enforced by the Trustee without the possession of any of
such Debt Securities, or the production thereof on any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the Holders of the Debt Securities of such series in respect of which
such judgment has been recovered. 



        In
any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party),
the Trustee shall be held to represent all the Holders of the Debt Securities in respect
to which such action was taken, and it shall not be necessary to make any Holders of such
Debt Securities parties to any such proceedings. 



        SECTION
7.03. Application of Moneys Collected by Trustee. Any moneys collected by the
Trustee pursuant to Section 7.02 and any other money or property distributed in respect
of the Company’s obligations under this Indenture after an Event of Default shall be
applied in the order following, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the Debt Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof, if
fully paid:  




        FIRST:
To the payment of costs and expenses of collection and reasonable compensation to the
Trustee, its agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee except compensation or advances arising,
or expenses or liabilities incurred, as a result of its gross negligence or bad faith,
and any other amounts owing the Trustee under Section 8.06;  




        SECOND:
 To the payment of the amounts then due and unpaid to the holders of Senior Indebtedness,
to the extent required by Article Sixteen;  




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




        FOURTH:
In case the principal of the Debt Securities of such series shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and unpaid upon
such Debt Securities 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 such
Debt Securities; and in case such moneys shall be insufficient to pay in full the whole
amounts so due and unpaid upon such Debt Securities, then, to the payment of such
principal and premium, if any, and interest without preference or priority of principal
and premium, if any, over interest, or of interest over principal and premium, if any, or
of any installment of interest over any other installment of interest, or of any Debt
Security of such series over any other such Debt Security, ratably to the aggregate of
such principal and premium, if any, and accrued and unpaid interest;  




33 










        FIFTH:
To the payment of any surplus then remaining to the Company, its successors or assigns,
or to whomsoever may be lawfully entitled to receive the same.  




        SECTION
7.04. Proceedings by Holders. No Holder of any Debt Security of any series shall
have any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law or in bankruptcy or
otherwise upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance thereof,
as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding (and no direction inconsistent with such written request shall have been given
to the Trustee pursuant to Section 7.07), it being understood and intended, and being
expressly covenanted by the taker and Holder of every Debt Security of every series with
every other taker and Holder and the Trustee, that no one or more Holders of Debt
Securities shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any other
Holder of such Debt Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of all
Holders of Debt Securities.  




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




        SECTION
7.06. Remedies Cumulative and Continuing. All powers and remedies given by this
Article Seven to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise any right
or power accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 7.04, every power and
remedy given by this Article Seven or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Holders.  




34 










        SECTION
7.07. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The
Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of
any series shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities by this Indenture; provided,
however, that (subject to the provisions of Section 8.01) the Trustee shall have the
right to decline to follow any such direction if the Trustee shall determine upon advice
of counsel that the action or proceeding so directed may not lawfully be taken or would
be materially and unjustly prejudicial to the rights of Holders not joining in such
direction or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceeding so directed would involve the
Trustee in personal liability or if the Trustee in good faith shall so determine that the
actions or forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Debt Securities of all series not joining
in the giving of said direction, it being understood that (subject to Section 8.01) the
Trustee shall have no duty to ascertain whether or not such actions or forebearances are
duly prejudicial to such Holders. The Trustee may take any other action deemed proper by
the Trustee not inconsistent with such direction. Subject to Section 7.01, the Holders of
a majority in aggregate principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series waive any past
default or Event of Default hereunder and its consequences except a default in the
payment of principal of or premium, if any, or interest on such Debt Securities, or a
default in the making of any sinking fund payment with respect to such Debt Securities.
Upon any such waiver the Company, the Trustee and the Holders of such Debt Securities
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 shall have been
waived as permitted by this Section 7.07, said default or Event of Default shall for all
purposes of the Debt Securities and this Indenture be deemed to have been cured and to be
not continuing.  




        This
Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act of 1939. 



        SECTION
7.08. Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Debt Securities of any series, the Trustee shall transmit
first-class by mail, postage prepaid, to all Holders of Debt Securities of such series,
as their names and addresses appear in the Debt Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Debt Security of such series or in the payment
of any sinking fund installment with respect to Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of Debt Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 7.01(d) with
respect to Debt Securities of such series, no such notice to Holders shall be given until
at least 60 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Debt Securities of such series.  





35 









        SECTION
7.09. Undertaking to Pay Costs. In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs against any
such party litigant, in the manner and to the extent provided in the Trust Indenture Act
of 1939; provided that neither this Section nor the Trust Indenture Act of 1939 shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee, and any provision of the
Trust Indenture Act of 1939 to such effect is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939.  




        SECTION
7.10. Unconditional Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Debt Security
shall have the rights, which are absolute and unconditional, to receive payment of the
principal of, premium, if any, and (subject to Section 3.08) interest on such Debt
Security on the respective Stated Maturities expressed in such Debt Security (or in the
case of redemption or repayment, on the date for redemption or repayment, as the case may
be) and to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.  




ARTICLE 8.  
CONCERNING
THE TRUSTEE.  



        SECTION
8.01. Duties and Responsibilities of Trustee. 




        (a)              Except
during the continuance of an Event of Default, the Trustee undertakes to
          perform such duties and only such duties as are specifically set forth in this
          Indenture, and no implied covenants or obligations shall be read into this
          Indenture against the Trustee.  




        (b)              In
case an Event of Default has occurred and is continuing, the Trustee shall
          exercise such of the rights and powers vested in it by this Indenture, and use
          the same degree of care and skill in their exercise, as a prudent person would
          exercise or use under the circumstances in the conduct of his or her own
          affairs.  




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





36 









	 	        (1)              this
Subsection (c) shall not be construed to limit the effect of Subsections           (a) or
(d) of this Section 8.01;  







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







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







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




        (e)              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 8.01.  




        SECTION
8.02. Reliance on Documents, Opinions, etc.  Subject to the provisions of Section
8.01, 




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




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




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




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



37 











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




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




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




        (h)              the
Trustee shall not be deemed to have notice or be charged with knowledge of           any
default or Event of Default unless written notice of such default or Event           of
Default from the Company or any Holder is received by a Responsible Officer           of
the Trustee at the Corporate Trust Office of the Trustee, and such notice
          references the Debt Securities and this Indenture;  




        (i)              the
rights, privileges, protections, immunities and benefits given to the           Trustee,
including its right to be indemnified, are extended to, and shall be
          enforceable by, the Trustee in each of its capacities hereunder, and each
agent,           custodian and other Person employed to act hereunder; and  




        (j)              the
permissive rights of the Trustee enumerated herein shall not be construed as
          duties.  




        SECTION
8.03. No Responsibility for Recitals, etc. The recitals contained herein and in
the Debt Securities (except in the Trustee’s certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series. The Trustee
represents that it is duly authorized to execute and deliver this Indenture. Neither the
Trustee nor the Authenticating Agent shall be accountable for the use or application by
the Company or any Debt Securities or the proceeds of any Debt Securities authenticated
and delivered by the Trustee in conformity with the provisions of this Indenture.  




        SECTION
8.04. Trustee and Agents May Own Debt Securities. The Trustee, any paying agent,
or any agent of the Trustee or the Company under this Indenture, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities of any series with the
same rights it would have if it were not Trustee or such agent and, subject to Sections
8.08 and 8.13, if operative, may otherwise deal with the Company and receive, collect,
hold, and retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.  



38 











        SECTION
8.05. Moneys to be Held in Trust. Subject to the provisions of Section 13.04, all
moneys received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any paying
agent shall be under any liability for interest on, or to invest, any moneys received by
it hereunder except such as it may agree with the Company to pay thereon. So long as no
Event of Default with respect to the Debt Securities of any series shall have occurred
and be continuing, all interest allowed on any such moneys shall be paid from time to
time upon the receipt of a Company Order.  




        SECTION
8.06. Compensation and Expenses of Trustee. The Company covenants and agrees to
pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its counsel
and all persons not regularly in its employ and any amounts paid by the Trustee to any
Authenticating Agent pursuant to Section 8.14) except any such expense, disbursement or
advance as may arise from its gross negligence or bad faith. The Company also covenants
to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claims,
liability or expense incurred without gross negligence or bad faith on the part of the
Trustee and arising out of or in connection with this Indenture, including the acceptance
or administration of this trust, or the performance of its duties hereunder, including
the current payment of all costs and expenses of defending itself against any claim of
liability in the premises. The obligations of the Company under this Section 8.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the Debt Securities
upon all property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Debt Securities. In addition to,
but without prejudice to its other rights under this indenture, when the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section
7.01(e) or Section 7.01(f), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other
similar law.  




        “Trustee”
for purposes of this Section shall include any predecessor Trustee; provided, however,
that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not
affect the rights of any other Trustee hereunder. 



        The
provisions of this Section shall survive the termination of this Indenture, the
satisfaction and discharge of this Indenture and the resignation or removal of the
Trustee. 



39 










        SECTION
8.07. Officers’Certificate as Evidence. Subject to the provisions of Section
8.01, whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to
taking or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of gross negligence or bad
faith on the part of the Trustee, be deemed to be conclusively proved and established by
an Officers’Certificate conforming to the requirements of this Indenture delivered
to the Trustee, and such Certificate, in the absence of gross negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action taken or
omitted by it under the provisions of this Indenture upon the faith thereof.  




        SECTION
8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire any
conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee
shall either eliminate such conflicting interest or resign in the manner provided by, and
subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture.  




        SECTION
8.09. Eligibility of Trustee. There shall at all times be a Trustee with respect
to each series of Debt Securities hereunder which shall be a Person organized and doing
business under the laws of the United States or any state or territory thereof or of the
District of Columbia authorized under such laws to exercise trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal, state, territorial, or District of Columbia authority and willing
to act as Trustee hereunder. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.09, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time the
Trustee with respect to any series of Debt Securities shall cease to be eligible in
accordance with the provisions of this Section 8.09, such Trustee shall resign
immediately in the manner and with the effect specified in Section 8.10.  




        SECTION
8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time resign
with respect to any series of Debt Securities by giving written notice by first class
mail of such resignation to the Company and to the Holders of such series of Debt
Securities at their addresses as they shall appear on the Debt Security Register. Upon
receiving such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee with
respect to such series shall have been so appointed and have accepted appointment within
60 days after the mailing of such notice of resignation to the Holders, the resigning
Trustee may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Holder of such series of Debt
Securities who has been a bona fide Holder of a Debt Security or Debt Securities of such
series for at least six months may, subject to the provisions of Section 7.09, on behalf
of such Holder and all others similarly situated, petition any such court for the
appointment of a successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint such successor
trustee.  




        (b)              In
case at any time any of the following shall occur— 



40 











        (1)              the
Trustee shall fail to comply with the provisions of Section 8.08 after           written
request therefor by the Company or by any Holder who has been a bona           fide
Holder of a Debt Security or Debt Securities of such series for at least           six
months, unless the Trustee’s duty to resign is stayed in accordance           with
the provisions of Section 310(b) of the Trust Indenture Act of 1939,  




        (2)              the
Trustee shall cease to be eligible in accordance with the provisions of           Section
8.09 and shall fail to resign after written request therefor by the           Company or
by any such Holder of a note of such series, or  




        (3)              the
Trustee shall become incapable of acting with respect to any series of Debt
          Securities, 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, the Company
may remove the Trustee with respect to such series and appoint a successor trustee for
such series by Company Order, one copy of which Company Order shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the provisions of
Section 7.09, any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of such series for at least six months may, on behalf of such Holder and all
others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee with respect to such series. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove such Trustee and appoint such successor trustee. 



        (c)              The
Holders of a majority in aggregate principal amount of the Outstanding Debt
          Securities of any series may at any time remove the Trustee with respect to
such           series by delivering to the Trustee so removed, to the successor trustee
so           appointed and to the Company the evidence provided for in Section 9.01 of
the           action in that regard taken by the Holders, and nominate a successor
Trustee           which shall be deemed appointed as successor Trustee unless within ten
days           after such nomination the Company objects thereto, in which case the
Trustee so           removed or any Holder of a Debt Security or Debt Securities of such
series, upon           the terms and conditions and otherwise as in subsection (a) of
this Section 8.10           provided, may petition any court of competent jurisdiction
for an appointment of           a successor Trustee with respect to such series.  




        (d)              Any
resignation or removal of the Trustee with respect to all or any series of           Debt
Securities and any appointment of a successor Trustee pursuant to any of           the
provisions of this Section 8.10 shall become effective upon acceptance of
          appointment by the successor Trustee as provided in Section 8.11.  




        SECTION
8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided
in Section 8.10 shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective with respect to
all or any series as to which it is resigning as Trustee, and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder with respect to all or any
such series, with like effect as if originally named as Trustee herein with respect to
all or any such series; nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 8.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee with
respect to all or any such series so ceasing to act. Upon request of any such successor
Trustee, the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights and powers.
Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee with respect to all or any series as to which it is
resigning as Trustee, to secure any amounts and shall be entitled to any indemnities then
due it pursuant to the provisions of Section 8.06.  





41 









        No
successor Trustee shall accept appointment as provided in this Section 8.11 unless at the
time of such acceptance such successor Trustee shall be qualified under the provisions of
Section 8.08 and eligible under the provisions of Section 8.09. 



        Upon
acceptance of appointment by a successor Trustee with respect to all or any series of Debt
Securities as provided in this Section 8.11, the Company shall mail notice of the
succession of such Trustee hereunder to the Holders of Debt Securities of such series at
their addresses as they shall appear on the Debt Security Register. If the Company fails
to mail such notice within ten days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the
Company. 



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



        SECTION
8.12. Succession by Merger, etc. Subject to Sections 8.08 and 8.09, any Person
into which the Trustee may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of the parties
hereto.  




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



42 










        SECTION
8.13. Limitation on Rights of Trustee as a Creditor. If and when the Trustee shall
be or become a creditor of the Company (or any other obligor upon the Debt Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939
regarding the collection of claims against the Company (or any such other obligor).  




        SECTION
8.14. Authenticating Agents. There may be an Authenticating Agent or
Authenticating Agents appointed by the Trustee from time to time with power to act on its
behalf and subject to its direction in the authentication and delivery of any series of
Debt Securities issued upon original issuance, exchange, transfer or redemption thereof
as fully to all intents and purposes as though such Authenticating Agent (or
Authenticating Agents) had been expressly authorized to authenticate and deliver such
Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as though
authenticated by the Trustee hereunder. For all purposes of this Indenture, the
authentication and delivery of Debt Securities by any Authenticating Agent pursuant to
this Section 8.14 shall be deemed to be the authentication and delivery of such Debt
Securities “by the Trustee”, and whenever this Indenture provides that “the
Trustee shall authenticate and deliver” Debt Securities or that Debt Securities
“shall have been authenticated and delivered by the Trustee”, such
authentication and delivery by any Authenticating Agent shall be deemed to be
authentication and delivery by the Trustee. Any such Authenticating Agent shall at all
times be a Person organized and doing business under the laws of the United States of
America or of any state or territory thereof or the District of Columbia, with a combined
capital and surplus of at least $50,000,000 and authorized under such laws to act as an
authenticating agent, duly registered to act as such, if and to the extent required by
applicable law and subject to supervision or examination by Federal or state authority.
If such Person publishes reports of its condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 8.14 the
combined capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 8.14, or to be duly registered if and to the extent required by
applicable law and regulations, it shall resign immediately in the manner and with the
effect herein specified in this Section 8.14.  




        Whenever
reference is made in this Indenture to the authentication and delivery of Debt Securities
of any series by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustee
by its Authenticating Agent appointed with respect to the Debt Securities of such series
and a certificate of authentication executed on behalf of the Trustee by its
Authenticating Agent appointed with respect to the Debt Securities of such series. 



        Any
Person into which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, consolidation or conversion to
which any Authenticating Agent shall be a party, or any Person succeeding to the
authenticating agency business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor Person is otherwise eligible under this
Section 8.14, without the execution or filing of any paper or any further act on the part
of the parties hereto or such Authenticating Agent or such successor Person. 



43 










        In
case at the time such successor to any such agency shall succeed to such agency any of the
Debt Securities shall have been authenticated but not delivered, any such successor to
such Authenticating Agent may adopt the certificate of authentication of any predecessor
Authenticating Agent and deliver such Debt Securities so authenticated; and in case at
that time any of the Debt Securities shall not have been authenticated, any successor to
any Authenticating Agent may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor Authenticating Agent; and in all
cases such certificate shall have the full force which it has anywhere in the Debt
Securities or in this Indenture provided that the certificate of the predecessor
Authenticating Agent shall have had such force; provided, however, that the
right to adopt the certificate of authentication of any predecessor Authenticating Agent
or to authenticate Debt Securities in the name of any predecessor Authenticating Agent
shall apply only to its successor or successors by merger, conversion or consolidation. 



        Any
Authenticating Agent may at any time resign as Authenticating Agent with respect to any
series of Debt Securities by giving written notice of resignation to the Trustee and to
the Company. The Trustee may at any time terminate the agency of any Authenticating Agent
with respect to any series of Debt Securities by giving written notice of termination 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 Authenticating Agent shall cease to be
eligible under this Section 8.14, the Trustee may, and shall, upon request of the Company,
promptly use its best efforts to appoint a successor Authenticating Agent. 



        Upon
the appointment, at any time after the original issuance of any of the Debt Securities, of
any successor, additional or new Authenticating Agent, the Trustee shall give written
notice of such appointment to the Company and shall at the expense of the Company mail
notice of such appointment to all Holders of Debt Securities of such series as the names
and addresses of such Holders appear on the Debt Security Register. 



        Any
successor Authenticating Agent with respect to any series of Debt Securities upon
acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as though originally named as an
Authenticating Agent herein with respect to such series. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 8.14 and duly
registered if and to the extent required under applicable law and regulations. 



        Any
Authenticating Agent by the acceptance of its appointment with respect to any series of
Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform
and carry out the duties of an Authenticating Agent as herein set forth with respect to
such series, including the duties to authenticate and deliver Debt Securities when
presented to it in connection with exchanges, registrations of transfer or redemptions
thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as
requested by the Trustee appropriate records of all transactions carried out by it as
Authenticating Agent and will furnish the Trustee such other information and reports as
the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating
Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be
so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense
incurred by the Trustee and will defend any claim asserted against the Trustee by reason
of any acts or failures to act of the Authenticating Agent with respect to such series but
it shall have no liability for any action taken by it at the specific written direction of
the Trustee. 



44 










        The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation and expenses for its services, and the Trustee shall have no liability for
such payments. 



        The
provisions of Sections 8.02(a), (b), (c), (e) and (f), 8.03, 8.04, 8.06 (insofar as it
pertains to indemnification), 9.01, 9.02 and 9.03 shall bind and inure to the benefit of
each Authenticating Agent to the same extent that they bind and inure to the benefit of
the Trustee. 



        If
an appointment with respect to one or more series is made pursuant to this Section 8.14,
the Debt Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate certificate of authentication
in the following form: 



This is one of the Debt Securities of
the series designated herein issued under the within-mentioned Indenture. 


		
	____________________________________,	____________________________________,
	As Trustee	As Trustee
	
-OR-
	
By:	By:  _______________________,
	        Authorized Officer	        as Authenticating Agent
	
 	By:
		        Authorized Officer





        SECTION
8.15. Preferential Collection of Claims Against the Company. 




If and when the Trustee shall be or
become a creditor of the Company (or any other obligor upon the Debt Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding
the collection of claims against the Company (or any such other obligor). 



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




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



45 










ARTICLE 9.  
CONCERNING
THE HOLDERS.  



        SECTION
9.01. Action by Holders. Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Debt Securities of
any series 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 of such series
have joined therein may be evidenced (a) by any instrument or any number of instruments
of similar tenor executed by Holders of such series in person or by agent or proxy
appointed in writing, or (b) by the record of the Holders of such series voting in favor
thereof at any meeting of such Holders duly called and held in accordance with the
provisions of Article Ten, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Holders of such series.  




        SECTION
9.02. Proof of Execution by Holders. Subject to the provisions of Sections 8.01,
8.02 and 10.05, proof of the execution of any instrument by a Holder or such Holder’s
agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities shall be provided by the
Debt Security Register or by a certificate of the Debt Security Registrar with respect to
a series of Debt Securities.  




        The
record of any Holders’ meeting shall be proved in the manner provided in Section
10.06. 



        SECTION
9.03. Who Are Deemed Absolute Owners. The Company, the Trustee with respect to a
series of Debt Securities, and any agent of the Trustee or the Company under this
Indenture may deem the Person in whose name such Debt Security shall be registered upon
the Debt Security Register to be, and may treat such Person as, the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by anyone other
than the Company, the Trustee or any such agent) for the purpose of receiving payment of
or on account of the principal of and premium, if any, and interest on such Debt Security
and for all other purposes; and neither the Company nor the Trustee nor any such agent
shall be affected by any notice to the contrary.  




        SECTION
9.04. Company-Owned Debt Securities Disregarded. In determining whether the
Holders of the requisite aggregate principal amount of Debt Securities of any series have
concurred in any direction or consent under this Indenture, Debt Securities of such
series which are owned by the Company or any other obligor upon such Debt Securities or
any Affiliate of the Company or such other obligor (except in the case in which the
Company or such other obligor or affiliate owns all Debt Securities Outstanding under the
Indenture, or all Outstanding Debt Securities of each such series, as the case may be,
without regard to this proviso) shall be disregarded and deemed not to be Outstanding for
the purpose of any such determinations; provided, however, that for the
purposes of determining whether the Trustee shall be protected in relying on any such
direction or consent only such Debt Securities which a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded. Debt Securities so owned which have
been pledged in good faith may be regarded as Outstanding notwithstanding this Section
9.04 if the pledgee shall establish to the satisfaction of the Trustee the right of the
pledgee to vote such Debt Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers’ Certificate listing and identifying all
Debt Securities of a series, if any, known by the Company to be owned or held by or for
the account of the Company or any other obligor on such Debt Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on such Debt Securities; and, subject to
the provisions of Section 8.01, the Trustee shall be entitled to accept such Officers’ Certificates
as conclusive evidence of the facts therein set forth and of the fact that all such Debt
Securities not listed therein are Outstanding for the purpose of any such determination.  




46 










        SECTION
9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Debt
Securities of any series specified in this Indenture in connection with such action, any
Holder of a Debt Security which is shown by the evidence to be included in the Debt
Securities the Holders of which have consented to or are bound by consents to such
action, may, by filing written notice with the Trustee at the Corporate Trust Office and
upon proof of holding as provided in Section 9.02, revoke such action so far as concerns
such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt
Security shall be conclusive and binding upon such Holder and upon all future Holders and
owners of such Debt Security and of any Debt Security issued on transfer thereof or in
exchange or substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Debt Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Debt Securities specified in this
Indenture in connection with such action shall be conclusively binding upon the Company,
the Trustee and the Holders of all of the Debt Securities affected by such action.  




ARTICLE 10.  
HOLDERS’ MEETINGS.  



        SECTION
10.01. Purposes of Meetings. A meeting of Holders of the Debt Securities of all or
any series may be called at any time and from time to time pursuant to the provisions of
this Article Ten for any of the following purposes:  




        (a)              to
give any notice to the Company or to the Trustee with respect to such series,
          or to give any directions to the Trustee, or to consent to the waiving of any
          default hereunder and its consequences, or to take any other action authorized
          to be taken by Holders pursuant to any of the provisions of Article Seven;  




47 










        (b)              to
remove the Trustee and nominate a successor trustee pursuant to the           provisions
of Article Eight;  




        (c)              to
consent to the execution of an indenture or indentures supplemental hereto
          pursuant to the provisions of Section 11.02; or  




        (d)              to
take any other action authorized to be taken by or on behalf of the Holders           of
any specified aggregate principal amount of the Debt Securities of all or any
          series, as the case may be, under any other provision of this Indenture or
under           applicable law.  




        SECTION
10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of
Holders of Debt Securities of all or any series to take any action specified in Section
10.01, to be held at such time and at such place as the Trustee shall determine. Notice
of every meeting of the Holders of Debt Securities of all or any series, setting forth
the time and place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be mailed by the Trustee to Holders of Debt Securities of each
series that may be affected by the action proposed to be taken at such meeting at their
addresses as they shall appear on the Debt Security Register. Such notice shall be mailed
not less than 20 nor more than 90 days prior to the date fixed for the meeting.  




        SECTION
10.03. Call of Meetings by Company or Holders. In case at any time the Company,
pursuant to a resolution by the Board of Directors, or the Holders of at least 10% in
aggregate principal amount of the Debt Securities then Outstanding of each series that
may be affected by the action proposed to be taken shall have requested the Trustee to
call a meeting of such Holders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the Company or
such Holders may determine the time and place for such meeting and may call such meeting
to take any action authorized in Section 10.01, by mailing notice thereof as provided in
Section 10.02.  




        SECTION
10.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders
of Debt Securities a person shall (a) be a Holder of one or more Debt Securities of a
series affected by the action proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Debt Securities. The
rights of Holders of Debt Securities to have their votes counted shall be subject to the
provision in the definition of “Outstanding” in Section 1.01. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders of Debt
Securities shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Company and
its counsel.  




        SECTION
10.05. Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities, in regard to proof of the holding of Debt Securities and of
the appointment of proxies, and in regard to the appointment and duties of inspectors of
votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall
think fit. Except as otherwise permitted or required by any such regulation, the holding
of Debt Securities shall be proved in the manner specified in Section 9.02 and the
appointment of any proxy shall be proved in the manner specified in said Section 9.02 or
by having the signature of the Person executing the proxy witnessed or guaranteed by any
bank, broker or trust company.  





48 









        The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders of Debt Securities
as provided in Section 10.03, in which case the Company or the Holders of Debt Securities
calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a secretary of the meeting shall be elected by vote of
the Holders of a majority in aggregate principal amount of the Debt Securities represented
at the meeting and entitled to vote. 



        Subject
to the provisions of Section 9.04, at any meeting each Holder of a Debt Security of a
series entitled to vote at such meeting or proxy shall be entitled to one vote for each
$1,000 principal amount of Debt Securities of such series held or represented by such
Holder; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Debt Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote except as a Holder of Debt Securities of such series or proxy therefor. Any
meeting of Holders of Debt Securities duly called pursuant to the provisions of Section
10.02 or 10.03 may be adjourned from time to time and the meeting may be held as so
adjourned without further notice. 



        At
any meeting of Holders of Debt Securities, the presence of Persons holding or representing
Debt Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be necessary to
constitute a quorum; but, if less than quorum be present, the Persons holding or
representing a majority of the Debt Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum had been
present. 



        SECTION
10.06. Voting. The vote upon any resolution submitted to any meeting of Holders of
Debt Securities shall be by written ballots on which shall be subscribed the signatures
of the Holders of Debt Securities entitled to vote at such meeting or of their
representatives by proxy, and the letter or letters, serial number or numbers or other
distinguishing marks of the Debt Securities held or represented by each such Holder. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each meeting of
Holders of Debt Securities shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 10.02. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the meeting.  




49 










        Any
record so signed and verified shall be conclusive evidence of the matters therein stated. 



        SECTION
10.07. No Delay of Rights by Meeting. Nothing in this Article Ten contained shall
be deemed or construed to authorize or permit, by reason of any call of a meeting of
Holders of Debt Securities of any or all series or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of any
right or rights conferred upon or reserved to the Trustee or to the Holders of Debt
Securities under any of the provisions of this Indenture or of the Debt Securities.  




ARTICLE 11.
 
SUPPLEMENTAL INDENTURES.  



        SECTION
11.01. Supplemental Indentures without Consent of Holders. The Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the execution
thereof) for one or more of the following purposes:  




        (a)              to
evidence the succession of another Person to the Company, or successive
          successions, and the assumption by the successor Person of the covenants,
          agreements and obligations of the Company pursuant to Articles Five and Twelve
          hereof;  




        (b)              to
add to the covenants of the Company such further covenants, restrictions,
          conditions or provisions as the Board of Directors shall consider to be for the
          protection of the Holders of Debt Securities of any or all series, and to make
          the occurrence, or the occurrence and continuance, of a default in any of such
          additional covenants, restrictions, conditions or provisions a default or an
          Event of Default with respect to such series permitting the enforcement of all
          or any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional
          covenant, restriction or condition, such supplemental indenture may provide for
          a particular period of grace after default (which period may be shorter or
          longer than that allowed in the case of other defaults) or may provide for an
          immediate enforcement upon such default or may limit the remedies available to
          the Trustee upon such default;  




        (c)              to
cure any ambiguity or to correct or supplement any provision contained herein
          or in any supplemental indenture which may be defective or inconsistent with
any           other provision contained herein or in any supplemental indenture or to
make any           changes hereto that are required by law;  




        (d)              to
convey, transfer, assign, mortgage or pledge any property to or with the
          Trustee;  




        (e)              to
make such other provisions in regard to matters or questions arising under           this
Indenture as shall not adversely affect the interests of the Holders of the
          Debt Securities;  



50 











        (f)              to
evidence and provide for the acceptance of appointment by another Person as a
          successor Trustee hereunder with respect to one or more series of Debt
          Securities and to add to or change any of the provisions of this Indenture as
          shall be necessary to provide for or facilitate the administration of the
trusts           hereunder by more than one Trustee, pursuant to Section 8.11;  




        (g)              to
modify, amend or supplement this Indenture in such a manner as to permit the
          qualification of any indenture supplemental hereto under the Trust Indenture
Act           of 1939 as then in effect, except that nothing herein contained shall
permit or           authorize the inclusion in any indenture supplemental hereto of the
provisions           referred to in Section 316(a)(2) of the Trust Indenture Act of 1939;  




        (h)              to
provide for the issuance under this Indenture of Debt Securities in coupon           form
(including Debt Securities registrable as to principal only) and to provide           for
exchangeability of such Debt Securities with Debt Securities of the same           series
issued hereunder in fully registered form and to make all appropriate           changes
for such purpose;  




        (i)              to
change or eliminate any of the provisions of this Indenture, provided, however,
that any such change or elimination shall become effective only           when there is
no Debt Security Outstanding of any series created prior to the           execution of
such supplemental indenture which is entitled to the benefit of           such provision;
or  




        (j)              to
establish any additional form of Debt Security, as permitted by Section 2.02,
          and to provide for the issuance of any additional series of Debt Securities, as
          permitted by Section 3.01, and to set forth the terms thereof.  




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



        Any
supplemental indenture authorized by the provisions of this Section 11.01 may be executed
by the Company and the Trustee without the consent of the Holders of any of the Debt
Securities at the time Outstanding, notwithstanding any of the provisions of Section
11.02. 



        SECTION
11.02. Supplemental Indentures with Consent of Holders. With the consent
(evidenced as provided in Section 9.01) of the Holders of greater than 50% in aggregate
principal amount of the Outstanding Debt Securities of each series affected by such
supplemental indenture (all such Holders voting as a single class), by act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders of the
Debt Securities of each series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holders all of the
Outstanding Debt Securities of each series affected, (a) extend the fixed maturity of any
Debt Security of such series, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof or any premium thereon, or make
the principal thereof or interest or premium thereon payable in any coin or currency
other than that provided in the Debt Securities of such series or (b) reduce the
aforesaid percentage of Debt Securities of a series, the Holders of which are required to
consent (1) to any such supplemental indenture, (2) to rescind and annul a declaration
that any Debt Securities of such series are due and payable as a result of the occurrence
of an Event of Default, (3) to waive any past default under the Indenture and its
consequences or (4) to waive compliance with Sections 5.02, 5.04 (other than 5.04(a)(1)
and (2)) or 5.05, or with any additional covenant, agreement or condition contained in a
Board Resolution or Officers’ Certificate establishing such series of Debt
Securities, any indenture supplemental hereto applicable to such series or any Debt
Security of such series.  




51 










        Upon
the Trustee’s receipt of a Company Request, accompanied by a copy of a Board
Resolution certified by its Secretary or Assistant Secretary authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Holders of Debt Securities as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture. 



        It
shall not be necessary for the consent of the Holders of Debt Securities under this
Section 11.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such consent shall approve the substance thereof. 



        SECTION
11.03. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article Eleven, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company and the Holders of Debt Securities 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
11.04. Notation on Debt Securities. Debt Securities authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this
Article Eleven may bear a notation in 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 Debt Securities of any series so modified as to conform, in the opinion of
the Trustee and the Board of Directors, to any modification of this Indenture contained
in any such supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Outstanding Debt
Securities of such series.  




        SECTION
11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee.
The Trustee, subject to the provisions of Sections 8.01 and 8.02, shall receive, and
shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article Eleven and is authorized and permitted by
this Indenture.  




52 










ARTICLE 12.
 
CONSOLIDATION, MERGER, SALE AND CONVEYANCE.  



        SECTION
12.01. Company May Consolidate, etc., on Certain Terms. Nothing contained in this
Indenture or in any of the Debt Securities shall prevent any consolidation or merger of
the Company with or into any other Person (whether or not affiliated with the Company),
or successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or lease of
all or substantially all of the property of the Company to any other Person (whether or
not affiliated with the Company) authorized to acquire and operate the same; provided,
however, and the Company hereby covenants and agrees, that any such consolidation,
merger, sale, conveyance or lease shall be upon the condition that (a) immediately after
such consolidation, merger, sale, conveyance or lease the Person (whether the Company or
such other Person) formed by or surviving any such consolidation or merger, or to which
such sale, conveyance or lease shall have been made, shall not be in default in the
performance or observance of any of the terms, covenants and conditions of this Indenture
to be kept or performed by the Company; (b) the Person (if other than the Company) formed
by or surviving any such consolidation or merger or to which such sale, conveyance or
lease shall have been made, shall be a Person organized under the laws of the United
States of America or any state thereof; and (c) the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debt Securities, according
to their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the Company,
shall be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Corporation (if other than the
Company) formed by such consolidation, or into which the Company shall have been merged,
or by the Person which shall have acquired or leased such property.  




        SECTION
12.02. Successor Entity to be Substituted. In case of any such consolidation,
merger, sale, conveyance or lease and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Debt Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to performed or
observed by the Company, such successor Person shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of the
first part, and (except in the event of a conveyance by way of lease) the predecessor
Person shall be relieved of any further obligation under this Indenture and the Debt
Securities.  




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



        SECTION
12.03. Opinion of Counsel to Be Given Trustee. The Trustee, subject to Sections
8.01 and 8.02, shall receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance and any such assumption complies with the
provisions of this Article Twelve and that all conditions precedent herein provided
relating to such transactions have been complied with.  




53 










ARTICLE 13.
 
SATISFACTION AND DISCHARGE OF INDENTURE.  



        SECTION
13.01. Satisfaction, Discharge and Defeasance of Debt Securities of any Series.
The Company shall be deemed to have paid and discharged the entire indebtedness on all
the Debt Securities of a series, the provisions of this Indenture (except as to (x) the
rights of Holders of Debt Securities of such series to receive, from the money, in the
currency required, and Government Obligations deposited with the Trustee pursuant to
Section 13.02(a) or the interest and principal received by the Trustee in respect of such
Government Obligations, payment of the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest on such Debt Securities on
the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required
to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to
Debt Securities of that series or pursuant to any call for redemption relating to Debt
Securities of that series, (y) the Company’s rights and obligations with respect to
such Debt Securities under Sections 3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06,
8.10, 8.11 and, to the extent applicable to such series, Article Four, so long as the
principal of (and premium, if any) and interest on the Debt Securities of such series
remain unpaid and, thereafter, only the Company’s rights and obligations under
Sections 5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts, duties and
immunities of the Trustee with respect to the Debt Securities of such series) as it
relates to such Debt Securities shall no longer be in effect, and the Trustee, at the
expense of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same if:  




        (a)              (1)
all Debt Securities of such series therefore authenticated and delivered           (other
than (A) Debt Securities which have been destroyed, lost or stolen and           which
have been replaced or paid as provided in Section 3.07 and (B) Debt           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 Sections 13.03 and 13.04) have           been
delivered to the Trustee for cancellation;  




        (2)              the
Company has paid or caused to be paid in the currency required all other           sums
payable under this Indenture in respect of the Debt Securities of such           series;
and  




        (3)              the
Company has delivered to the Trustee an Officers’ Certificate, an           Opinion
of Counsel and a written opinion of independent public accountants, each
          stating that all conditions precedent herein provided for relating to the
          satisfaction of the entire indebtedness of all Debt Securities of any such
          series and the discharge of the Indenture as it relates to such Debt Securities
          have been complied with; or  




        (b)              (1)
all Debt 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 of redemption by the Trustee in the name, and at the
          expense of the Company;  





54 









        (2)              the
condition described in paragraph (a) of Section 13.02 has been satisfied;           and  




        (3)              the
conditions described in paragraphs (a)(2) and (a)(3) of this Section 13.01           have
been satisfied; or  




        (c)              (1)
the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section
          13.01 have been satisfied;  




        (2)              no
Event of Default or event which with notice or lapse of time would become an
          Event of Default shall have occurred and be continuing on the date of the
          deposit referred to in paragraph (a) of Section 13.02 or on the ninety-first
day           after the date of such deposit; provided, however, that
should           that condition fail to be satisfied on or before such ninety-first day,
the           Trustee shall promptly, upon satisfactory receipt of evidence of such
failure,           return such deposit to the Company;  




        (3)              the
Company has either (A) delivered to the Trustee an opinion of counsel of a
          nationally-recognized independent tax counsel to the effect that Holders of the
          Debt Securities of such series will not recognize income, gain or loss for
          Federal income tax purposes as a result of such deposit and the satisfaction,
          discharge and defeasance contemplated by this paragraph (c) of this Section
          13.01 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 deposit
          and defeasance had not occurred or (B) the Company shall have received from, or
          there shall have been published by, the United States Internal Revenue Service
a           ruling to the effect stated in subsection (A) of this Section 13.01(c)(3);
and  




        (4)              the
Company has received an Opinion of Counsel to the effect that the           satisfaction,
discharge and defeasance contemplated by this Section 13.01 will           not result in
the delisting of the Debt Securities of that series from any
          nationally-recognized securities exchange on which they are listed.  




        SECTION
13.02. Defeasance of Debt Securities of any Series. The provisions of this
Indenture (except as to (x) the rights of Holders of Debt Securities of any series to
receive, from the money, in the currency required, and Government Obligations deposited
with the Trustee pursuant to paragraph (a) below or the interest and principal received
by the Trustee in respect of such Government Obligations, payment of the principal of
(and premium, if any) and any installment of principal of (and premium, if any) or
interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption
Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking or
analogous provisions relating to Debt Securities of that series or pursuant to any call
for redemption relating to Debt Securities of that series, (y) the Company’s rights
and obligations with respect to such Debt Securities under Sections 3.06, 3.07, 13.03,
13.04, Article Seven (other than subsection (d) of Section 7.01), Sections 5.01, 5.02,
5.04, 6.01, 8.06, 8.10, 8.11 and, to the extent applicable to such series, Article Four,
so long as the principal of (and premium, if any) and interest on the Debt Securities of
such series remain unpaid and, thereafter, only the Company’s rights and obligations
under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts, duties
and immunities of the Trustee with respect to the Debt Securities of such series) as it
relates to Debt Securities of any series shall no longer be in effect, and the Trustee,
at the expense of the Company shall, upon Company Request, execute proper instruments
acknowledging the same if:  




55 










        (a)              the
Company has deposited or caused to be deposited with the Trustee as trust           funds
in trust for the purpose (1) the Dollars of Foreign Currency, as           applicable, in
an amount, or (2) Government Obligations which through the           payment of interest
and principal in respect thereof in accordance with their           terms will provide on
or before the due date of any payment in respect of such           series of Debt
Securities in an amount, or (3) a combination thereof,           sufficient, after
payment of all Federal, state and local taxes in respect           thereof payable by the
Trustee, in the opinion of a nationally-recognized firm           of independent public
accountants expressed in a written certification thereof           delivered to the
Trustee, to pay and discharge (A) the principal of (and           premium, if any) and
each installment of principal (and premium, if any) and           interest on the
Outstanding Debt Securities of that series on the Stated           Maturity of such
principal or installment of principal or interest and (B) any           mandatory sinking
fund payments or analogous payments or payments pursuant to           any call for
redemption applicable to Debt Securities of such series on the day           on which
such payments are due and payable in accordance with the terms of the           Indenture
and such Debt Securities;  




        (b)              no
Event of Default or event which with notice or lapse of time would become an
          Event of Default shall have occurred and be continuing on the date of such
          deposit;  




        (c)              the
interest of the Holders in such deposit shall have been duly perfected under
          the applicable provisions of the Uniform Commercial Code; and  




        (d)              the
Company has delivered to the Trustee an Officers’ Certificate and an
          Opinion of Counsel, each stating that all conditions precedent herein provided
          for relating to the defeasance contemplated by this Section have been complied
          with.  




        SECTION
13.03. Application of Trust Funds; Indemnification. (a) Subject to the provisions
of Section 13.04, all money and Government Obligations deposited with the Trustee
pursuant to Section 13.01 or 13.02 and all money received by the Trustee in respect of
Government Obligations deposited with the Trustee, shall be held in trust and applied by
it, in accordance with the provisions of the Debt Securities and this Indenture, to the
payment, either directly or through any paying agent (including the Company acting as its
own paying agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money and Government
Obligations have been deposited with or received by the Trustee as contemplated by
Section 13.01 or 13.02.  




        (b)              The
Company shall pay and shall indemnify the Trustee against any tax, fee or           other
charge imposed on or assessed against Government Obligations deposited           pursuant
to Section 13.01 or 13.02 or the interest and principal received in           respect of
such obligations, other than any such tax, fee or other charge           payable by or on
behalf of Holders. The Company shall be entitled to prompt           notice of an
assessment or the commencement of any proceeding for which           indemnification may
be sought hereunder and, at its election, to contest such           assessment or to
participate in, assume the defense of, or settle such           proceeding.  



56 











        (c)              The
Trustee shall deliver or pay to the Company from time to time upon Company
          Request any Government Obligations or money held by it as provided in Section
          13.01 or 13.02 which, in the opinion of a nationally-recognized firm of
          independent public accountants expressed in a written certification thereof
          delivered to the Trustee, are then in excess of the amount thereof which then
          would have been required to be deposited for the purpose for which such
          obligations or money were deposited or received.  




        (d)              If
the Trustee is unable to apply any money or Government Obligations in
          accordance with this Section 13.03 by reason of any legal proceeding or by
          reason of any order or judgment of any court or governmental authority
          enjoining, restraining or otherwise prohibiting such application, the
          Company’s obligations under this Indenture and the Debt Securities, if
any,           of such series shall be revived and reinstated as though no deposit had
occurred           pursuant to Section 13.01 or Section 13.02, as the case may be, until
such time           as the Trustee is permitted to apply all such money or Government
Obligations in           accordance with this Section 13.03; provided, however, that if
the Company has           made any payment of interest on or principal of (and premium,
if any) on any           Debt Securities, if any, of such series because of the
reinstatement of its           obligations, the Company shall be subrogated to the rights
of the Holders of           such series of Debt Securities, if any, to receive such
payment from the money           or Government Obligations held by the Trustee.  




        SECTION
13.04. Return of Unclaimed Moneys. Any moneys deposited with or paid to the
Trustee or any paying agent for payment of the principal of and premium, if any, or
interest on Debt Securities and not applied but remaining unclaimed by the Holders of
Debt Securities for two years after the date upon which the principal of and premium, if
any, or interest on such Debt Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on demand;
and the Holder of any of the Debt Securities entitled to receive such payment shall
thereafter look only to the Company for any payment thereof.  




        SECTION
13.05. Reinstatement. If the Trustee is unable to apply any money or Government
Obligations in accordance with Sections 13.01 or 13.02 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations
under this Indenture and the Debt Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Sections 13.01 or 13.02 until such time as the Trustee
is permitted to apply all such money or Government Obligations in accordance with
Sections 13.01 or 13.02; provided that, if the Company has made any payment of principal
of or interest on the Debt Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Debt Securities to
receive such payment from the money or Government Obligations held by the Trustee.  




ARTICLE 14.  
IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS.  



        SECTION
14.01. Indenture and Debt Securities Solely Obligations of the Company. No
recourse under or upon any obligation, covenant or agreement of this Indenture, any
supplemental indenture, or of any Debt Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, organizer,
stockholder, member, owner, officer, director, manager or employee, as such, past,
present or future, of the Company or any Subsidiary or of any predecessor or successor
Person, either directly or through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued hereunder
are solely obligations of the Company, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, any incorporator, organizer, stockholder,
member, owner, officer, director, manager or employee, as such, of the Company or of any
predecessor or successor Person, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture, or in any of the Debt Securities or implied
thereby; and that any and all such personal liability, either at common law or in equity
or by constitution or statute of, and any and all such rights and claims against, every
such incorporator, organizer, stockholder, member, owner, officer, director, manager or
employee, as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Debt Securities or implied thereby, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Debt Securities.  




57 










ARTICLE 15.
 
MISCELLANEOUS PROVISIONS.  



        SECTION
15.01. Provisions Binding on Successors of the Company. All of the covenants,
stipulations, promises and agreements in this Indenture contained by the Company shall
bind its successors and assigns whether so expressed or not.  




        SECTION
15.02. Indenture for Sole Benefit of Parties and Holders of Debt Securities.
Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or
be construed to give to any Person, firm or corporation, other than the parties hereto,
any agent of the Trustee or the Company under this Indenture and the Holders of the Debt
Securities, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being, subject to the provisions of Articles Twelve
and Fourteen, for the sole benefit of the parties hereto, any agent of the Trustee or the
Company under this Indenture and the Holders of the Debt Securities.  




        SECTION
15.03. Addresses for Notices, etc. Any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or by the
Holders of Debt Securities on the Company may be given or served by being deposited,
registered or certified mail postage prepaid, in a post office letter box in the United
States addressed (until another address is filed by the Company with the Trustee) to the
Company, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee,
Wisconsin 53202, Telecopier No.: (414) 905-2879, Attention: Chief Financial Officer, with
a copy to The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee,
Wisconsin 53202, Telecopier No.: (414) 905-2879, Attention: General Counsel. Any notice,
direction, request or demand by any Holder of a Debt Security or the Company to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the Corporate Trust Office of the Trustee, addressed to the
attention of its Corporate Trust Department. Any notice, report or other instrument
required by any of the provisions of this Indenture to be given by the Trustee to the
Holders of Debt Securities of any or all series shall be deemed to have been sufficiently
given, for all purposes, when mailed by first class mail.  




58 










        SECTION
15.04. New York Contract. This Indenture and the Debt Securities shall for all
purposes be construed in accordance with and governed by the laws of the State of New
York.  




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




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



        SECTION
15.06. Legal Holidays. In any case where the date of maturity of interest on or
principal of or premium, if any, on any series of Debt Securities or the date fixed for
redemption of any Debt Security or Debt Securities will be a legal holiday or a day on
which banking institutions are legally authorized or obligated to close in New York or
any other location where a paying agent appointed pursuant to Section 5.02 is located,
then payment of such interest on or principal of and premium, if any, on such Debt
Securities need not be made by such paying agent on such date but may be made by such
paying agent on the next succeeding business day that is not a day in such location that
is either a legal holiday or a day on which banking institutions are legally authorized
or obligated to close, with the same force and effect as if made on such date of maturity
or the date fixed for redemption and no interest shall accrue for the period from and
after such prior date.  




        SECTION
15.07. Trust Indenture Act of 1939 to Control. If any provision hereof limits,
qualifies or conflicts with the duties imposed by any of Sections 310 through 317 of the
Trust Indenture Act of 1939, by the operation of Section 318(c) thereof, such imposed
duties shall control, except as, and to the extent, expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may
be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.  




59 










        SECTION
15.08. Table of Contents, Headings, etc. The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.  




        SECTION
15.09. Determination of Principal Amount. In determining whether the Holders of
the requisite principal amount of Outstanding Debt Securities of any series have given
any request, demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other purpose, (a) the
principal amount of an Original Issue Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be
due and payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 7.01, (b) the principal amount of any Debt
Securities denominated in a Foreign Currency that shall be deemed to be Outstanding for
such purposes shall be determined by converting the Foreign Currency into Dollars at the
Market Exchange Rate as of the date of such determination and (c) the principal amount of
any Indexed Debt Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal face amount of such Indexed Debt Security at original
issuance, unless otherwise provided in or pursuant to this Indenture.  




        SECTION
15.10. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original and such counterparts shall together
constitute but one and the same instrument. __________________________ hereby accepts the
trusts in this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.  




ARTICLE 16.
 
SUBORDINATION OF DEBT SECURITIES.  



        SECTION
16.01. Debt Securities Subordinated to Senior Indebtedness. The Company covenants
and agrees, and each Holder of Debt Securities, by such Holder’s acceptance thereof,
likewise covenants and agrees, that the indebtedness represented by the Debt Securities
and the payment of any and all amounts payable in respect of each and all of the Debt
Securities 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 Senior Indebtedness,
whether outstanding on the date of this Indenture or thereafter incurred, assumed or
guaranteed.  




        In
the event (x) of any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or
otherwise, except a distribution in connection with a merger or consolidation or a
conveyance or transfer of all or substantially all of the properties of the Company which
complies with the requirements of Article Twelve, (y) that a default shall have occurred
and be continuing with respect to the payment of any amount payable in respect of any
Senior Indebtedness, or (z) that the principal of the Debt Securities of any series shall
have been declared due and payable pursuant to Section 7.01 and such declaration shall not
have been rescinded and annulled as provided in Section 7.01, then: 



60 










        (a)              in
a circumstance described in the foregoing clause (x) or (y) the holders of           all
Senior Indebtedness, and in the circumstance described in the foregoing           clause
(z) the holders of all Senior Indebtedness outstanding at the time the
          principal of such Debt Securities (or in the case of Original Issue Discount
          Debt Securities, such portion of the principal amount) shall have been so
          declared due and payable, shall first be entitled to receive payment of the
full           amount due thereon, or provision shall be made for such payment in money
or           money’s worth, before the Holders of any of the Debt Securities are
          entitled to receive any payment in respect of the indebtedness evidenced by the
          Debt Securities;  




        (b)              any
payment by, or distribution of assets of, the Company of any kind or           character,
whether in cash, property or securities (other than securities of the           Company
as reorganized or readjusted or securities of the Company or any other           Person
provided for by a plan of reorganization or readjustment the payment of           which
is subordinate, at least to the extent provided in this Article with           respect to
the Debt Securities, to the payment of all Senior Indebtedness,           provided that
the rights of the holders of the Senior Indebtedness are not           altered by such
reorganization or readjustment), to which the Holders of any of           the Debt
Securities would be entitled except for the provisions of this Article           shall be
paid or delivered by the Person making such payment or distribution,           whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise,           directly
to the holders of such Senior Indebtedness or their 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 according to the aggregate amounts remaining unpaid on account of such
          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 (or provision therefor) to the
holders           of such Senior Indebtedness, before any payment or distribution is made
to the           Holders of the indebtedness evidenced by the Debt Securities under this
          Indenture; and  




        (c)              in
the event that, notwithstanding the foregoing, any payment by, or           distribution
of assets of, the Company of any kind or character, whether in           cash, property
or securities (other than securities of the Company as           reorganized or
readjusted or securities of the Company or any other Person           provided for by a
plan of reorganization or readjustment the payment of which is           subordinate, at
least to the extent provided in this Article with respect to the           Debt
Securities, to the payment of all Senior Indebtedness, provided that the           rights
of the holders of Senior Indebtedness are not altered by such           reorganization or
readjustment), shall be received by the Holders of any of the           Debt Securities
before all Senior Indebtedness is paid in full, such payment or           distribution
shall be paid over to the holders of such 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 as aforesaid, for application to the
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 (or provision therefor) to the holders of
such Senior Indebtedness.  




61 










        SECTION
16.02. Subrogation. Subject to the payment in full of all Senior Indebtedness to
which the indebtedness evidenced by the Debt Securities is in the circumstances
subordinated as provided in Section 16.01, the Holders of the Debt Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive payments
or distributions of cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on the Debt Securities shall be paid in full, and,
as between the Company, its creditors other than holders of such Senior Indebtedness, and
the Holders of the Debt Securities, no such payment or distribution made to the holders
of such Senior Indebtedness by virtue of this Article which otherwise would have been
made to the Holders of the Debt Securities shall be deemed to be a payment by the Company
on account of such Senior Indebtedness, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative rights of
the Holders of the Debt Securities, on the one hand, and the holders of Senior
Indebtedness.  




        SECTION
16.03. Obligation of the Company Unconditional. Nothing contained in this Article
or elsewhere in this Indenture or in the Debt 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 Debt Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Debt Securities the principal of and interest
on and any additional amounts owing in respect of the Debt Securities as and when the
same shall become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Debt Securities and creditors of
the Company other than the holders of Senior Indebtedness nor shall anything herein or
therein prevent the Trustee or the Holder of any Debt Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 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, the
Trustee and the Holders of the Debt Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which any such dissolution, winding
up, liquidation or reorganization proceeding affecting the affairs of the Company is
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other Person making any payment or
distribution, delivered to the Trustee or to the Holders of the Debt Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount paid or distributed thereon and
all other facts pertinent thereto or to this Article. 



        SECTION
16.04. Payments on Debt Securities Permitted. Nothing contained in this Article or
elsewhere in this Indenture, or in any of the Debt Securities, shall affect the
obligation of the Company to make, or prevent the Company from making, payment of the
principal of or interest on or any additional amounts owing in respect of the Debt
Securities in accordance with the provisions hereof and thereof, except as otherwise
provided in this Article.  




        SECTION
16.05. Effectuation of Subordination by Trustee. Each Holder of Debt Securities,
by such Holder’s acceptance thereof, authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article and appoints the Trustee such Holder’s
attorney-in-fact for any and all such purposes.  




62 










        SECTION
16.06. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness; Knowledge of
Trustee. With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are specifically
set forth in this Indenture, 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, and shall not be liable to any such holders if it shall pay over or deliver
to the Holders or the Company or any other Person, money or assets to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.
Notwithstanding the provisions of this Article or any other provisions of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt
Securities of any series, or the taking of any other action by the Trustee, unless and
until a Responsible Officer of the Trustee shall have received at the Corporate Trust
Office of the Trustee written notice thereof from the Company, any Holder of Debt
Securities, any paying or conversion agent of the Company or the holder or representative
of any class of Senior Indebtedness; and before the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts exist; provided that
if the Trustee shall not have received the notice provided for in this Section at least
three Business Days prior to the date upon which, by the terms hereof, any money may
become payable for any purpose (including the payment of the principal of or interest on,
or additional amounts owing in respect of, any Debt Security) then, anything herein
contained to the contrary notwithstanding, the Trustee shall have all power and authority
to receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be received by
it during or after such three Business Day period.  




        SECTION
16.07. Trustee May Hold Senior Indebtedness. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in Section 313 of the TIA or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.  




        Nothing
in this Article shall apply to the claims of, or payments to, the Trustee under or
pursuant to Sections 7.03 and 8.06. 



        SECTION
16.08. Rights of Holders of Senior Indebtedness Not Impaired. No right of any
present or future holder of any Senior Indebtedness to enforce the subordination herein
shall at any time or in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.  




[Signature Page Follows] 




63 









        IN
WITNESS WHEREOF, THE MARCUS CORPORATION has caused this Indenture to be executed by its
________________, and ____________________ has caused this Indenture to be executed by one
of its Officers, as of the day and year first written above. 



		
		THE MARCUS CORPORATION
	

 	_________________________________
		By_______________________________
		Title______________________________
	

 	_________________________, as Trustee
	

 	By_______________________________
		Title______________________________






 









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