Unassociated Document


     

    
      Exhibit
4.8

    

    


    FORM OF
INDENTURE

    


    EDUCATION
REALTY TRUST, INC.

    


     

    __________________________

    
      


    

    INDENTURE

     

    Dated as
of ___________, 2009

     

    __________________________


    


    [_________________]

     

    Trustee

     

    __________________________

     

    
      


       

      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    CROSS-REFERENCE
TABLE*

     

    
      	
              Trust
      Indenture

              Act
      Section

            	
              Indenture
      Section

            
	
              310(a)(1)                                                                                            

            	
              7.10

            
	
              (a)(2)                                                                                      

            	
              7.10

            
	
              (a)(3)                                                                                      

            	
              N.A.

            
	
              (a)(4)                                                                                      

            	
              N.A.

            
	
              (a)(5)                                                                                      

            	
              7.10

            
	
              (b)                                                                                      

            	
              7.10

            
	
              (c)                                                                                      

            	
              N.A.

            
	
              311(a)                                                                                            

            	
              7.11

            
	
              (b)                                                                                      

            	
              7.11

            
	
              (c)                                                                                      

            	
              N.A.

            
	
              312(a)                                                                                            

            	
              2.06

            
	
              (b)                                                                                      

            	
              12.03

            
	
              (c)                                                                                      

            	
              12.03

            
	
              313(a)                                                                                            

            	
              7.06

            
	
              (b)(2)                                                                                      

            	
              7.06;
      7.07

            
	
              (c)                                                                                      

            	
              7.06;
      12.02

            
	
              (d)                                                                                      

            	
              7.06

            
	
              314(a)                                                                                            

            	
              4.03;12.02;
      12.05

            
	
              (c)(1)                                                                                      

            	
              12.04

            
	
              (c)(2)                                                                                      

            	
              12.04

            
	
              (c)(3)                                                                                      

            	
              N.A.

            
	
              (e)                                                                                      

            	
              12.05

            
	
              (f)                                                                                      

            	
              N.A.

            
	
              315(a)                                                                                            

            	
              7.01

            
	
              (b)                                                                                      

            	
              7.05,12.02

            
	
              (c)                                                                                      

            	
              7.01

            
	
              (d)                                                                                      

            	
              7.01

            
	
              (e)                                                                                      

            	
              6.11

            
	
              316(a)
      (last
      sentence)                                                                                            

            	
              2.09

            
	
              (a)(1)(A)                                                                                      

            	
              6.05

            
	
              (a)(1)(B)                                                                                      

            	
              6.04

            
	
              (a)(2)                                                                                      

            	
              N.A.

            
	
              (b)                                                                                      

            	
              6.07

            
	
              (c)                                                                                      

            	
              2.13

            
	
              317(a)(1)                                                                                            

            	
              6.08

            
	
              (a)(2)                                                                                      

            	
              6.09

            
	
              (b)                                                                                      

            	
              2.05

            
	
              318(a)                                                                                            

            	
              12.01

            
	
              (b)                                                                                      

            	
              N.A.

            
	
              (c)                                                                                      

            	
              12.01

            


    

    N.A.
means not applicable.

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

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    
      	 
      	 
      	
              Page

            
	 
      
	
              ARTICLE
      1.

            
	
              DEFINITIONS
      AND INCORPORATION

            
	
              BY
      REFERENCE

            
	 
	
              Section
      1.01

            	
              Definitions

            	
              1

            
	
              Section
      1.02

            	
              Other
      Definitions

            	
              6

            
	
              Section
      1.03

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              6

            
	
              Section
      1.04

            	
              Rules
      of Construction

            	
              7

            
	 
      
	
              ARTICLE
      2.

            
	
              THE
      SECURITIES

            
	 
      
	
              Section
      2.01

            	
              Issuable
      in Series

            	
              7

            
	
              Section
      2.02

            	
              Establishment
      of Terms of Series of Securities

            	
              7

            
	
              Section
      2.03

            	
              Execution
      and Authentication

            	
              10

            
	
              Section
      2.04

            	
              Registrar
      and Paying Agent

            	
              11

            
	
              Section
      2.05

            	
              Paying
      Agent to Hold Money in Trust

            	
              11

            
	
              Section
      2.06

            	
              Holder
      Lists

            	
              11

            
	
              Section
      2.07

            	
              Transfer
      and Exchange

            	
              12

            
	
              Section
      2.08

            	
              Replacement
      Securities

            	
              12

            
	
              Section
      2.09

            	
              Outstanding
      Securities

            	
              12

            
	
              Section
      2.10

            	
              Treasury
      Securities

            	
              13

            
	
              Section
      2.11

            	
              Temporary
      Securities

            	
              13

            
	
              Section
      2.12

            	
              Cancellation

            	
              13

            
	
              Section
      2.13

            	
              Defaulted
      Interest

            	
              13

            
	
              Section
      2.14

            	
              Global
      Securities

            	
              14

            
	
              Section
      2.15

            	
              CUSIP
      Numbers

            	
              15

            
	 
      
	
              ARTICLE
      3.

            
	
              REDEMPTION
      AND PREPAYMENT

            
	 
      
	
              Section
      3.01

            	
              Notices
      to Trustee

            	
              15

            
	
              Section
      3.02

            	
              Selection
      of Securities to Be Redeemed or Purchased

            	
              15

            
	
              Section
      3.03

            	
              Notice
      of Redemption

            	
              16

            
	
              Section
      3.04

            	
              Effect
      of Notice of Redemption

            	
              17

            
	
              Section
      3.05

            	
              Deposit
      of Redemption or Purchase Price

            	
              17

            
	
              Section
      3.06

            	
              Securities
      Redeemed or Purchased in Part

            	
              17

            
	 
      
	
              ARTICLE
      4.

            
	
              COVENANTS

            
	 
      
	
              Section
      4.01

            	
              Payment
      of Securities

            	
              18

            
	
              Section
      4.02

            	
              Maintenance
      of Office or Agency

            	
              18

            
	
              Section
      4.03

            	
              Reports

            	
              19

            
	
              Section
      4.04

            	
              Compliance
      Certificate

            	
              19

            
	
              Section
      4.05

            	
              Taxes

            	
              20

            
	
              Section
      4.06

            	
              Stay,
      Extension and Usury Laws

            	
              20

            
	
              Section
      4.07

            	
              Corporate
      Existence

            	
              20

            
	 
      


    

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      	
              ARTICLE
      5.

            
	
              SUCCESSORS

            
	 
      
	
              Section
      5.01

            	
              Merger,
      Consolidation, or Sale of Assets

            	
              20

            
	
              Section
      5.02

            	
              Successor
      Person Substituted

            	
              21

            
	 
      
	
              ARTICLE
      6.

            
	
              DEFAULTS
      AND REMEDIES

            
	 
      
	
              Section
      6.01

            	
              Events
      of Default

            	
              21

            
	
              Section
      6.02

            	
              Acceleration

            	
              22

            
	
              Section
      6.03

            	
              Other
      Remedies

            	
              23

            
	
              Section
      6.04

            	
              Waiver
      of Past Defaults

            	
              23

            
	
              Section
      6.05

            	
              Control
      by Majority

            	
              23

            
	
              Section
      6.06

            	
              Limitation
      on Suits

            	
              24

            
	
              Section
      6.07

            	
              Rights
      of Holders of Securities to Receive Payment

            	
              24

            
	
              Section
      6.08

            	
              Collection
      Suit by Trustee

            	
              24

            
	
              Section
      6.09

            	
              Trustee
      May File Proofs of Claim

            	
              24

            
	
              Section
      6.10

            	
              Priorities

            	
              25

            
	
              Section
      6.11

            	
              Undertaking
      for Costs

            	
              25

            
	 
      
	
              ARTICLE
      7.

            
	
              TRUSTEE

            
	 
      
	
              Section
      7.01

            	
              Duties
      of Trustee

            	
              26

            
	
              Section
      7.02

            	
              Rights
      of Trustee

            	
              27

            
	
              Section
      7.03

            	
              Individual
      Rights of Trustee

            	
              27

            
	
              Section
      7.04

            	
              Trustee’s
      Disclaimer

            	
              28

            
	
              Section
      7.05

            	
              Notice
      of Defaults

            	
              28

            
	
              Section
      7.06

            	
              Reports
      by Trustee to Holders of the Securities

            	
              28

            
	
              Section
      7.07

            	
              Compensation
      and Indemnity

            	
              28

            
	
              Section
      7.08

            	
              Replacement
      of Trustee

            	
              29

            
	
              Section
      7.09

            	
              Successor
      Trustee by Merger, etc.

            	
              30

            
	
              Section
      7.10

            	
              Eligibility;
      Disqualification

            	
              30

            
	
              Section
      7.11

            	
              Preferential
      Collection of Claims Against Company

            	
              30

            
	 
      
	
              ARTICLE
      8.

            
	
              LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

            
	 
      
	
              Section
      8.01

            	
              Option
      to Effect Legal Defeasance or Covenant Defeasance

            	
              31

            
	
              Section
      8.02

            	
              Legal
      Defeasance and Discharge

            	
              31

            
	
              Section
      8.03

            	
              Covenant
      Defeasance

            	
              31

            
	
              Section
      8.04

            	
              Conditions
      to Legal or Covenant Defeasance

            	
              32

            
	
              Section
      8.05

            	
              Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions

            	
              33

            
	
              Section
      8.06

            	
              Repayment
      to Company

            	
              34

            
	
              Section
      8.07

            	
              Reinstatement

            	
              34

            
	 
      
	
              ARTICLE
      9.

            
	
              AMENDMENT,
      SUPPLEMENT AND WAIVER

            
	 
      
	
              Section
      9.01

            	
              Without
      Consent of Holders of Securities

            	
              34

            
	
              Section
      9.02

            	
              With
      Consent of Holders of Securities

            	
              36

            
	
              Section
      9.03

            	
              Compliance
      with Trust Indenture Act

            	
              37

            
	
              Section
      9.04

            	
              Revocation
      and Effect of Consents

            	
              37

            


    

    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Section
      9.05

            	
              Notation
      on or Exchange of Securities

            	
              37

            
	
              Section
      9.06

            	
              Trustee
      to Sign Amendments, etc.

            	
              37

            
	
              ARTICLE
      10.

            
	
              GUARANTEES

            
	 
      
	
              Section
      10.01

            	
              Guarantees.

            	
              38

            
	
              Section
      10.02

            	
              Limitation
      on Guarantor Liability.

            	
              39

            
	
              Section
      10.03

            	
              Execution
      and Delivery of Security Guarantee.

            	
              39

            
	
              Section
      10.04

            	
              Guarantors
      May Consolidate, etc., on Certain Terms.

            	
              39

            
	
              Section
      10.05

            	
              Releases
      Following Sale of Assets.

            	
              40

            
	 
      
	
              ARTICLE
      11.

            
	
              SATISFACTION
      AND DISCHARGE

            
	 
      
	
              Section
      11.01

            	
              Satisfaction
      and Discharge

            	
              41

            
	
              Section
      11.02

            	
              Application
      of Trust Money

            	
              41

            
	 
      
	
              ARTICLE
      12.

            
	
              MISCELLANEOUS

            
	 
      
	
              Section
      12.01

            	
              Trust
      Indenture Act Controls

            	
              42

            
	
              Section
      12.02

            	
              Notices

            	
              42

            
	
              Section
      12.03

            	
              Communication
      by Holders of Securities with Other Holders of Securities

            	
              43

            
	
              Section
      12.04

            	
              Certificate
      and Opinion as to Conditions Precedent

            	
              43

            
	
              Section
      12.05

            	
              Statements
      Required in Certificate or Opinion

            	
              44

            
	
              Section
      12.06

            	
              Rules
      by Trustee and Agents

            	
              44

            
	
              Section
      12.07

            	
              No
      Personal Liability of Directors, Officers, Employees and
      Stockholders

            	
              44

            
	
              Section
      12.08

            	
              Governing
      Law

            	
              44

            
	
              Section
      12.09

            	
              No
      Adverse Interpretation of Other Agreements

            	
              45

            
	
              Section
      12.10

            	
              Successors

            	
              45

            
	
              Section
      12.11

            	
              Severability

            	
              45

            
	
              Section
      12.12

            	
              Counterpart
      Originals

            	
              45

            
	
              Section
      12.13

            	
              Table
      of Contents, Headings, etc.

            	
              45

            


    

    


    


    


    


    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    INDENTURE dated as of
___________, 2009 between Education Realty Trust, Inc., a Maryland corporation, the Guarantors (as
defined herein) and [___________], as trustee.

     

    The
Company, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined herein)
of the Securities issued under this Indenture:

     

    ARTICLE 1.

    DEFINITIONS AND
INCORPORATION

    BY REFERENCE

     

    Section 1.01    Definitions

     

     “Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified therein and which are owing to
such Holders.

     

    “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be
control. For purposes of this definition, the terms “controlling,” “controlled
by” and “under common control with” have correlative meanings.

     

    “Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.

     

    “Authentication Order” means a
written order signed in the name of the Company by an Officer.

     

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

     

    “Board of Directors” means the
Board of Directors of the Company or any duly authorized committee
thereof.

     

    “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee.

     

    “Business Day” means any day
other than a Legal Holiday.

     

    “Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability
in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.

     

    “Capital Stock”
means:

     

    (1)          in
the case of a corporation, corporate stock;

     

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

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


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

     

    (4)          any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

     

    “Company” means Education
Realty Trust, Inc., a Maryland corporation, and any and all successors
thereto.

     

    “Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 12.02
hereof or such other address as to which the Trustee may give notice to the
Company.

     

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

     

    “Depositary” means, with
respect to the Securities issuable or issued in whole or in part in global form,
the Person specified in Section 2.02 hereof as the Depositary with respect to
the Securities, and any and all successors thereto appointed as depositary
hereunder and having become such pursuant to the applicable provision of this
Indenture.

     

    “Discount Security” means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession as amended and/or
modified from time to time.

     

    “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 evidencing all or part of a Series of Securities, issued to the
Depositary for such Series or its nominee, and registered in the name of such
Depositary or nominee.

     

    “Government Securities” means
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality of the United States
government (provided
that the full faith and credit of the United States is pledged in support of
those securities), and additionally, in respect of any Series of Securities
denominated in other than United States dollars, securities issued or directly
and fully guaranteed or insured by the government in whose currencies such
Series of Securities are denominated (which in the case of the Euro shall be
deemed to include any government whose functional currency is the
Euro).

     

    “Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection or deposit in
the ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

     

    “Guarantors” means each
of:

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (1)           the guarantors listed on the signature
pages hereto; and

     

    (2)           any other Subsidiary that executes a
Security Guarantee in accordance with the provisions of this
Indenture,

     

    and their
respective successors and assigns.

     

    “Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person
under:

     

    (1)           interest rate swap agreements (whether
from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements;

     

    (2)           other agreements or arrangements
designed to manage interest rates or interest rate risk; and

     

    (3)           other agreements or arrangements
designed to protect such Person against fluctuations in currency exchange rates
or commodity prices.

     

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

     

    “Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person, whether or not
contingent:

     

    (1)          in
respect of borrowed money;

     

    (2)          evidenced
by bonds, notes, debentures or similar instruments or letters of credit or
reimbursement agreements in respect thereof (other than reimbursement
obligations with respect to letters of credit securing obligations (other than
obligations described in (1), (2) (other than letters of credit), (3), (4), (5)
or (6)) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn
upon, such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit);

     

    (3)          in
respect of banker’s acceptances;

     

    (4)          representing
Capital Lease Obligations;

     

    (5)          representing
the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable;
or

     

    (6)          representing
any Hedging Obligations,

     

    if and to
the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP.  In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

     

    The
amount of any Indebtedness outstanding as of any date will be:

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    (1)          the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;

     

    (2)          the
principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness; and

     

    (3)          with
respect to Hedging Obligations, the amount of Indebtedness required to be
recorded as a liability in accordance with GAAP.

     

    “Indenture” means this
instrument as amended and supplemented from time to time by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of particular Series of
Securities established as contemplated by Section 2.02; provided, however, that, if
at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more Series of Securities for
which such Person is Trustee, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular Series of Securities for
which such Person is Trustee established as contemplated by Section 2.02,
exclusive, however, of any provisions or terms which relate solely to other
Series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become Trustee but to which such Person, as such
Trustee, was not a party.

     

    “interest” with respect to any
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

     

    “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or in Memphis, Tennessee or at a place of payment are authorized
by law, regulation or executive order to remain closed.  If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

     

    “Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

     

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

     

    “Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any
Indebtedness.

     

    “Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary or any Vice-President of such Person.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    “Officers’ Certificate” means
a certificate signed on behalf of the Company by two Officers of the Company,
one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of Sections 12.04 and 12.05 hereof.

     

    “Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Sections 12.04 and 12.05 hereof.  The
counsel may be an employee of or counsel to the Company, any Subsidiary of the
Company or the Trustee.

     

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

     

    “principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security.

     

    “Responsible Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust
Office of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

     

    “SEC” means the Securities
and Exchange Commission.

     

    “Securities” means the
debentures, notes or other debt instruments of the Company of any Series
authenticated and delivered under this Indenture.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Security Guarantee” means
the guarantee of any Series of Securities by a Guarantor under
Article 10.

     

    “Series” or “Series of Securities” means
each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.01 and 2.02 hereof.

     

    “Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities
Act, as such Regulation is in effect on the date of this Indenture.

     

    “Stated Maturity” means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

     

    “Subsidiary” means, with
respect to any specified Person:

     

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

     

    


    
      
        
           


        

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

     

    “TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date
on which this Indenture is qualified under the TIA; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

     

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

     

    “U.S. Legal Tender” means
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.

     

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

     

    Section 1.02    Other
Definitions

     

    
      	
              .

            	
              Defined
      in

            
	
              Term

            	
              Section

            
	
              “Covenant
      Defeasance”                                                                                                     

            	
              8.03

            
	
              “Event
      of
      Default”                                                                                                     

            	
              6.01

            
	
              “Legal
      Defeasance”                                                                                                     

            	
              8.02

            
	
              “Paying
      Agent”                                                                                                     

            	
              2.04

            
	
              “Registrar”                                                                                                     

            	
              2.04

            


    

    


    Section 1.03    Incorporation by
Reference of Trust Indenture Act

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     

    The
following TIA terms used in this Indenture have the following
meanings:

     

    “indenture securities” means
the Securities;

     

    “indenture security Holder”
means a Holder of a Security;

     

    “indenture to be qualified”
means this Indenture;

     

    “indenture trustee” or “institutional trustee” means
the Trustee; and

     

    “obligor” on the Securities
means the Company and any successor obligor upon the Securities.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    


    
      
        
           


        

        
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    Section 1.04    Rules of
Construction

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (3)           “or” is not
exclusive;

     

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

     

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

     

    (6)           provisions apply to successive events
and transactions; and

     

    (7)           references to sections of or rules under
the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to
time.

     

    ARTICLE 2.

    THE SECURITIES

     

    Section 2.01     Issuable in
Series

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more Series.  All Securities of a Series shall be identical
except as may be set forth in the Board Resolution, supplemental indenture or
Officers’ Certificate detailing the adoption of the terms thereof pursuant to
the authority granted under a Board Resolution.  In the case of
Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date
from which interest shall accrue) are to be determined.  All Series of
Securities shall be entitled to the benefits of the Indenture, provided that
Securities may differ between Series in respect of any matters as provided by
the Board Resolution, supplemental indenture or Officers’ Certificate detailing
the adoption of the terms thereof pursuant to the authority granted under a
Board Resolution.

     

    Section 2.02    Establishment of
Terms of Series of Securities

     

    At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.02(a) and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.02(b) through 2.02(v)) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate pursuant to authority granted
under a Board Resolution:

     

    (a)           the title of the Series (which shall
distinguish the Securities of that particular Series from the Securities of any
other Series);

     

    (b)           the price or prices (expressed as a
percentage of the principal amount thereof) at which the Securities of the
Series will be issued;

     

    


    
      
        
           


        

        
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    (c)           any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or
9.05);

     

    (d)           the date or dates or the method by which
such date or dates will be determined on which the principal of the Securities
of the Series is payable;

     

    (e)           the rate or rates (which may be fixed or
variable) per annum or, if applicable, the method used to determine such rate or
rates, at which the Securities of the Series shall bear interest, if any, the
date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date and the basis
upon which interest shall be calculated if other than that of a 360-day year
consisting of twelve 30-day months;

     

    (f)           the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable, or
the method of such payment, if by wire transfer, mail or other
means;

     

    (g)           if applicable, the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Securities of the Series may be redeemed, in whole or in part, at the
option of the Company;

     

    (h)           the obligation, if any, of the Company
to redeem or purchase the 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 at which and the terms and conditions
upon which Securities of the Series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

     

    (i)           the dates, if any, on which and the
price or prices at which the Securities of the Series will be repurchased by the
Company at the option of the Holders thereof and other detailed terms and
provisions of such repurchase obligations;

     

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

     

    (k)           the forms of the Securities of the
Series and whether the Securities will be issuable as Global
Securities;

     

    (l)           if other than the principal amount
thereof, the portion of the principal amount of the Securities of the Series
that shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02;

     

    (m)           if other than United States dollars, the
currency of denomination of the Securities of the Series;

     

    (n)           if other than United States dollars, the
designation of the currency, currencies or currency units in which payment of
the principal of and interest, if any, on the Securities of the Series will be
made;

     

    (o)           if payments of principal of or interest,
if any, on the Securities of the Series are to be made in one or more currencies
or currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

     

    


    
      
        
           


        

        
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    (p)           the manner in which the amounts of
payment of principal of or interest, if any, on the Securities of the Series
will be determined, if such amounts may be determined by reference to an index
based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;

     

    (q)           the provisions, if any, relating to any
security provided for the Securities of the Series;

     

    (r)           the provisions, if any, relating to any
guarantees of the Securities of the Series;

     

    (s)           any addition to or change in the Events
of Default which applies to any Securities of the Series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section
6.02;

     

    (t)           any addition to or change in the
covenants set forth in Articles IV or V which applies to Securities of the
Series;

     

    (u)           any other terms of the Securities of the
Series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.01, but which may modify or delete
any provision of this Indenture insofar as it applies to such
Series);

     

    (v)           any trustees, depositories, interest
rate calculation agents, exchange rate calculation agents or other agents with
respect to Securities of such Series if other than those appointed herein;
and

     

    (w)           the date as of which any temporary
Global Security representing Outstanding Securities of or within the Series
shall be dated if other than the date of original issuance of the first Security
of the Series to be issued;

     

    (x)           the applicability, if any, of Sections
8.02 and/or 8.03 to the Securities of or within the Series and any provisions in
modification of, in addition to or in lieu of any of the provisions of Article
Eight;

     

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

     

    (z)           if the Securities of or within the
Series are to be issued upon the exercise of debt warrants, the time, manner and
place for such Securities to be authenticated and delivered;

     

    (aa)           whether and under what circumstances the
Company will pay Additional Amounts on the Securities of or within the Series to
any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

     

    (bb)           the obligation, if any, of the Company
to permit the Securities of such Series to be converted into or exchanged for
common stock of the Company or other Securities or property of the Company and
the terms and conditions upon which such conversion or exchange shall be
effected (including, without limitation, the initial conversion or exchange
price or rate, the conversion or exchange period, any adjustment of the
applicable conversion or exchange price or rate and any requirements relative to
the reservation of such shares for purposes of conversion or
exchange);

     

    


    
      
        
           


        

        
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    (cc)           if convertible or exchangeable, any
applicable limitations on the ownership or transferability of the Securities or
property into which such Securities are convertible or exchangeable;
and

     

    (dd)           the applicability, if any, of Article 10
or the Security Guarantee to the Securities of or within the Series and any
provisions in modification, in addition to or in lieu of any of the provisions
of Article 10 or any Security Guarantee.

     

    All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

     

    Section
2.03             Execution and
Authentication

     

    An
Officer must sign the Securities for the Company by manual or facsimile
signature.

     

    If an
Officer whose signature is on a Security no longer holds that office at the time
a Security is authenticated, the Security will nevertheless be
valid.

     

    A
Security will not be valid until authenticated by the manual signature of the
Trustee.  The signature will be conclusive evidence that the Security
has been authenticated under this Indenture.

     

    The
Trustee shall at any time, and from time to time, authenticate Securities of a
Series for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate described in
Section 2.02 with respect to such Series upon receipt by the Trustee of an
Authentication Order.  Such Authentication Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing.  Each Security shall be dated the date
of its authentication unless otherwise provided by the Board Resolution,
supplemental indenture hereto or Officers’ Certificate described in
Section 2.02 with respect to such Series.

     

    The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.02, except as provided in Section
2.08.

     

    Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 12.04 and stating
that all conditions precedent provided for in this Indenture relating to the
authentication and delivery of Securities of such Series have been complied
with, and (c) an Opinion of Counsel complying with Section 12.04 and stating
that all conditions precedent provided for in this Indenture relating to the
authentication and delivery of Securities of such Series have been complied
with.

     

    The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

     

    


    
      
        
           


        

        
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    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Company.

     

    Section
2.04             Registrar and Paying
Agent

     

    The
Company will maintain with respect to each Series of Securities at the place or
places specified with respect to such Series pursuant to Section 2.02 an office
or agency where Securities of such Series may be presented for registration of
transfer or for exchange (“Registrar”) and an office or
agency where Securities of such Series may be presented for payment (“Paying
Agent”).  The Registrar will keep a register of the Securities
of such Series and of their transfer and exchange.  The Company may
appoint one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent.  The Company may
change any Paying Agent or Registrar without notice to any
Holder.  The Company will notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture.  If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such.  The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.

     

    If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     

    The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

     

    Section
2.05             Paying Agent to Hold
Money in Trust

     

    The
Company will require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders of
any Series of Securities for which it is acting as Paying Agent, or the Trustee,
all money held by the Paying Agent for the payment of principal, premium, if
any, or interest on such Series of Securities, and will notify the Trustee of
any default by the Company in making any such payment.  While any such
default continues, the Trustee may require the Paying Agent to pay all money
held by it to the Trustee.  The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee.  Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money.  If the
Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a
separate trust fund for the benefit of the Holders of any Series of Securities
for which it acts as Paying Agent all money held by it as Paying Agent for such
Series.  Upon any bankruptcy or reorganization proceedings relating to
the Company, the Trustee will serve as Paying Agent for each Series of
Securities.

     

    Section
2.06             Holder
Lists

     

    The
Trustee will preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders of each
Series of Securities and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not the Registrar, the Company will
furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of each Series of Securities and the Company shall
otherwise comply with TIA § 312(a).

     

    


    
      
        
           


        

        
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    Section
2.07             Transfer and
Exchange

     

    Where
Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same Series, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are
met.  To permit registrations of transfers and exchanges, the Trustee
shall authenticate Securities at the Registrar’s request.  No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.05).

     

    Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

     

    Section
2.08             Replacement
Securities

     

    If any
mutilated Security is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Security, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Security of the same
Series if the Trustee’s requirements are met.  If required by the
Trustee or the Company, an affidavit of loss and indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the Trustee and the Company
to protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Security is replaced.  The
Company may charge for its expenses in replacing a Security.

     

    Every
replacement Security is an additional obligation of the Company and will be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities of the same Series duly issued hereunder.

     

    Section
2.09             Outstanding
Securities

     

    The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Security effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.09
as not outstanding.  Except as set forth in Section 2.10 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

     

    If a
Security is replaced pursuant to Section 2.08 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

     

    If the
principal amount of any Security is considered paid under Section 4.01 hereof,
it ceases to be outstanding and interest on it ceases to accrue.

     

    


    
      
        
           


        

        
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    If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Securities payable on that date, then on and after that date such Securities
will be deemed to be no longer outstanding and will cease to accrue
interest.

     

    In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02.

     

    Section
2.10             Treasury
Securities

     

    In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any direction, waiver or consent, Securities of
such Series owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Securities of such Series that the
Trustee knows are so owned will be so disregarded.

     

    Section
2.11             Temporary
Securities

     

    Until
certificates representing Securities are ready for delivery, the Company may
prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Securities.  Temporary Securities will be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as may be
reasonably acceptable to the Trustee.  Without unreasonable delay, the
Company will prepare and the Trustee will authenticate definitive Securities of
the same Series and date of maturity in exchange for temporary
Securities.  After preparation of such definitive Securities, the
temporary Securities will be exchangeable for such definitive Securities upon
surrender of the temporary Securities.

     

    Holders
of temporary Securities will be entitled to all of the benefits of this
Indenture.

     

    Section
2.12             Cancellation

     

    The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and Paying Agent will forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else will cancel all
Securities surrendered for registration of transfer, exchange, payment,
replacement or cancellation and will destroy canceled Securities (subject to the
record retention requirements of the Exchange Act).  Certification of
the destruction of all canceled Securities will be delivered to the
Company.  The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

     

    Section
2.13             Defaulted
Interest

     

    If the
Company defaults in a payment of interest on the Securities of a Series, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders of
the Securities of such Series on a subsequent special record date, in each case
at the rate provided in such Series of Securities and in Section 4.01
hereof.  The Company will notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Security of such Series and
the date of the proposed payment.  The Company will fix or cause to be
fixed each such special record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) will mail or cause to be mailed to
Holders of Securities of such Series a notice that states the special record
date, the related payment date and the amount of such interest to be
paid.

     

    


    
      
        
           


        

        
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    Section
2.14             Global
Securities

     

    (a)           Terms of
Securities.  The
Board Resolution, supplemental indenture hereto or Officers’ Certificate
described in Section 2.02 with respect to a Series shall establish whether the
Securities of a Series shall be issued in whole or in part in the form of one or
more Global Securities and the Depositary for such Global Security or
Securities.

     

    (b)           Transfer and
Exchange.  Notwithstanding any
provisions to the contrary contained in Section 2.07 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section
2.07 of the Indenture for Securities of the Series with respect to which such
Global Security was issued registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days of such event, (ii) the Company
executes and delivers to the Trustee an Officers’ Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing.  Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.

     

    Except as
provided in this Section 2.14(b), a Global Security may not be transferred
except as a whole by the Depositary with respect to such Global Security to a
nominee of such Depositary, by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such a successor
Depositary.

     

    (c)           Legend.  Any Global Security issued
hereunder shall bear a legend in substantially the following
form:

     

    “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depositary or a nominee of the
Depositary.  This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such a successor Depositary.”

     

    (d)           Acts of
Holders.  The
Depositary, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

     

    


    
      
        
           


        

        
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    (e)           Payments.  Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by
Section 2.02, payment of the principal of and interest, if any, on any Global
Security shall be made to the Holder thereof.

     

    (f)           Consents,
Declaration and Directions.  Except as provided in
Section 2.14(e), the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

     

    Section
2.15             CUSIP
Numbers

     

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

     

    ARTICLE 3.

    REDEMPTION AND
PREPAYMENT

     

    Section
3.01             Notices to
Trustee

     

    The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities or in the Board
Resolution, supplemental indenture or Officer’s Certificate described in Section
2.02 with respect to such Series.  If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it must furnish to the Trustee, at least 45 days but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth:

     

    (1)           the term of the applicable Series of
Securities pursuant to which the redemption shall occur;

     

    (2)           the redemption date;

     

    (3)           the principal amount of Securities of
such Series to be redeemed; and

     

    (4)           the redemption
price.

     

    Section
3.02             Selection of
Securities to Be Redeemed or Purchased

     

    Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all of the
Securities of a Series are to be redeemed or purchased in an offer to purchase
at any time, the Trustee will select Securities of such Series for redemption or
purchase as follows:

     

    


    
      
        
           


        

        
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    (1)           if the Securities of such Series are
listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Securities of such
Series are listed; or

     

    (2)           if the Securities of such Series are not
listed on any national securities exchange, on a pro rata basis (based on amounts tendered), by
lot or by such method as the Trustee shall deem fair and
appropriate.

     

    In the
event of partial redemption or purchase by lot, the Securities of a Series to be
redeemed or purchased will be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption or purchase date by
the Trustee from the outstanding Securities of such Series not previously called
for redemption or purchase.

     

    The
Trustee will promptly notify the Company in writing of the Securities selected
for redemption or purchase and, in the case of any Security selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased.  Securities and portions of Securities selected will be in
amounts of the minimum authorized denomination for Securities of that Series or
integral multiples thereof; except that if all of the Series of Securities of a
Holder are to be redeemed or purchased, the entire outstanding amount of such
Securities held by such Holder, even if not an integral multiple of the minimum
authorized denomination, shall be redeemed or purchased.  Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption or purchase also apply to portions of
Securities called for redemption or purchase.

     

    Section
3.03             Notice of
Redemption

     

    Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose
Securities are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Securities or a satisfaction
and discharge of such Securities and this Indenture pursuant to Articles 8 or 11
of this Indenture.

     

    The
notice will identify the Securities of the Series to be redeemed and will
state:

     

    (1)           the redemption date;

     

    (2)           the redemption
price;

     

    (3)           if any Security of the Series is being
redeemed in part, the portion of the principal amount of such Security to be
redeemed and that, after the redemption date upon surrender of such Security, a
new Security or Securities in principal amount equal to the unredeemed portion
will be issued upon cancellation of the original Security;

     

    (4)           the name and address of the Paying
Agent;

     

    (5)           that Securities of the Series called for
redemption must be surrendered to the Paying Agent to collect the redemption
price;

     

    


    
      
        
           


        

        
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    (6)           that, unless the Company defaults in
making such redemption payment, interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption
date;

     

    (7)           the Section of the Securities of the
Series and/or Section of this Indenture applicable to such Series pursuant to
which the Securities of the Series called for redemption are being redeemed;
and

     

    (8)           that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Securities of the Series.

     

    At the
Company’s request, the Trustee will give the notice of redemption in the
Company’s name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

     

    Section
3.04             Effect of Notice of
Redemption

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities of a Series called for redemption become irrevocably due and payable
on the redemption date at the redemption price.  A notice of
redemption may not be conditional.

     

    Section
3.05             Deposit of
Redemption or Purchase Price

     

    Prior to
10:00 a.m. New York City time on the relevant redemption or purchase date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest, if any, on all
Securities to be redeemed or purchased on that date.  The Trustee or
the Paying Agent will promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest, if
any, on, all Securities to be redeemed or purchased.

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption or purchase date, interest will cease to accrue on the Securities
or the portions of Securities called for redemption or purchase.  If a
Security is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Security was registered at the
close of business on such record date.  If any Security called for
redemption or purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the
Securities and in Section 4.01 hereof.

     

    Section
3.06             Securities Redeemed
or Purchased in Part

     

    Upon
surrender of a Security that is redeemed or purchased in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Security of the
same Series equal in principal amount to the unredeemed or unpurchased portion
of the Security surrendered.

     

    


    
      
        
           


        

        
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    ARTICLE 4.

    COVENANTS

     

    Section
4.01             Payment of
Securities

     

    The
Company will pay or cause to be paid the principal of, premium, if any, and
interest, on each Series of Securities on the dates and in the manner provided
for the Securities of such Series by the Board Resolution, supplemental
indenture or Officer’s Certificate establishing the terms of such
Series.  Principal, premium, if any, and interest will be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds in U.S. Legal Tender and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.  If the Company or Subsidiary is acting as Paying
Agent, the Company shall, prior to 10:00 a.m. New York City time on the due
date, segregate and hold in trust U.S. Legal Tender sufficient to make payments
of principal, premium and interest due on such date.

     

    Unless
otherwise indicated for a Series of Securities in the Board Resolution,
supplemental indenture or Officer’s Certificate described in Section 2.02, the
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal, and on overdue installments of
interest (without regard to any applicable grace period), at the rate equal to
1% per annum in excess of the then applicable interest rate on each Series of
Securities to the extent lawful.  Notwithstanding anything to the
contrary contained in this Indenture, the Company may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments
hereunder.

     

    Section
4.02             Maintenance of
Office or Agency

     

    The
Company will maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee, being [_____________],
located at [_____________], or an affiliate of the Trustee, Registrar or
co-registrar) where Securities of each Series may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of Securities of each Series and this Indenture may
be served.  The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency.  If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

     

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

     

    The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.04
hereof.

     

    Section
4.03             Reports

     

    (a)           Whether
or not required by the rules and regulations of the SEC, so long as Securities
of any Series are outstanding, the Company will file a copy of all of the
information and reports referred to in clauses (1) and (2) below with the SEC
for public availability within the time periods specified in the SEC’s rules and
regulations:

     

    


    
      
        
           


        

        
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    (1)           all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such forms, and, with
respect to the annual information only, a report thereon by the Company’s
certified independent accountants; and

     

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

     

    If the
SEC will not accept a filing referred to above, then the Company will furnish
such information and reports to the Trustee and Holders within 15 days of the
time periods specified in the SEC’s rules and regulations, and make such
information available to prospective investors upon request.  The
Company will at all times comply with TIA § 314(a).

     

    (b)           The Trustee shall not be under a duty to
review or evaluate any report or information delivered to the Trustee pursuant
to the provisions of this Section 4.03 for the purposes of making such reports
available to it and to the Holders of Securities of any Series who may request
such information.  Delivery of such reports, information and documents
to the Trustee as may be required under this Section 4.03 is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).

     

    Section
4.04             Compliance
Certificate

     

    (a)           The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such Officer signing such certificate,
that to his or her knowledge after due inquiry the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to his or her knowledge after due inquiry
no event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Securities of any Series
is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect
thereto.

     

    (b)           So long as any of the Securities of any
Series are outstanding, the Company will deliver to the Trustee, promptly upon
any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

     

    Section
4.05             Taxes

     

    The
Company will pay, and will cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders of the Securities of any Series.

     

    


    
      
        
           


        

        
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    Section
4.06             Stay, Extension and
Usury Laws

     

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

     

    Section
4.07             Corporate
Existence

     

    Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

     

    (1)           its corporate existence, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary;
and

     

    (2)           the rights (charter and statutory),
licenses and franchises of the Company and its Subsidiaries; provided,
however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Securities of any Series.

     

    ARTICLE 5.

    SUCCESSORS

     

    Section
5.01             Merger,
Consolidation, or Sale of Assets

     

    The
Company shall not consolidate with or merge into, or convey, transfer or lease
all or substantially all of its properties and assets to, any Person (a “Successor Person”), and may
not permit any Person to merge into, or convey, transfer or lease its properties
and assets substantially as an entirety to, the Company, unless:

     

    (1)           the Successor Person (if any) is a
corporation, partnership, trust or other entity organized and validly existing
under the laws of any U.S. domestic jurisdiction and expressly assumes the
Company’s obligations on the Securities and under this Indenture
and

     

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

     

    The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.

     

    


    
      
        
           


        

        
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    Section
5.02             Successor Person
Substituted

     

    Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof, the Successor Person formed by such consolidation or into
or with which the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the Successor Person and not
to the Company), and may exercise every right and power of the Company under
this Indenture with the same effect as if such Successor Person had been named
as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all
of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.

     

    ARTICLE 6.

    DEFAULTS AND
REMEDIES

     

    Section
6.01             Events of
Default

     

    “Event of Default,” wherever
used herein with respect to Securities of any Series, means any one of the
following events, subject to any modifications, deletions or additions relating
to any Series of Securities, as provided in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate for such Series:

     

    (1)           the Company defaults for 30 days in the
payment when due of interest on, any Security of that
Series;

     

    (2)           the Company defaults in the payment when
due (at Maturity) of the principal of, or premium, if any, on any Security of
that Series;

     

    (3)           the Company fails to observe or perform
any other covenant, representation, warranty or other agreement in this
Indenture (other than a covenant or warranty that has been included in this
Indenture solely for the benefit of Series of Securities other than that Series)
or the Securities of that Series for 60 consecutive days after notice to the
Company by the Trustee or the Holders of Securities of that Series of at least
25% in aggregate principal amount of such Securities then outstanding voting as
a single class;

     

    (4)           a default occurs under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Subsidiaries (or the payment of which is guaranteed by the Company or any
of its Subsidiaries), whether such Indebtedness or guarantee now exists, or is
created after the date of this Indenture, if that default:

     

    (A)           is caused by a failure to pay principal
of, or interest or premium, if any, on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness on the date of such default (a
“Payment
Default”);
or

     

    (B)           results in the acceleration of such
Indebtedness prior to its express maturity,

     

    and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$25.0 million or more;

     

    


    
      
        
           


        

        
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    (5)           the Company or any Subsidiary that is a
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:

     

    (A)           commences a voluntary
case,

     

    (B)           consents to the entry of an order for
relief against it in an involuntary case,

     

    (C)           consents to the appointment of a
custodian of it or for all or substantially all of its
property,

     

    (D)           makes a general assignment for the
benefit of its creditors, or

     

    (E)           generally is not paying its debts as
they become due; or

     

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

     

    (A)           is for relief against the Company or any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary in an involuntary
case;

     

    (B)           appoints a custodian of the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary or for all or substantially
all of the property of the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

     

    (C)           orders the liquidation of the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary;

     

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

     

    (7)           any other Event of Default with respect
to Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, in accordance with
Section 2.02(s).

     

    Section
6.02             Acceleration

     

    In the
case of an Event of Default with respect to Securities of any Series at the time
outstanding specified in clause (5) or (6) of
Section 6.01 hereof, with respect to the Company, any Subsidiary that is a
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Securities of such
Series shall become due and payable immediately without further action or
notice.  If any other Event of Default with respect to Securities of
any Series at the time outstanding occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities
of such Series may declare all the Securities of such Series to be due and
payable immediately.

     

    


    
      
        
           


        

        
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    Upon any
such declaration, the Securities of such Series shall become due and payable
immediately.  The Holders of a majority in aggregate principal amount
of the then outstanding Securities of such Series by written notice to the
Trustee may on behalf of all of the Holders of Securities of such Series rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
Securities of such Series (except nonpayment of principal, interest or premium
that has become due solely because of the acceleration) have been cured or
waived.

     

    Section
6.03             Other
Remedies

     

    If an
Event of Default with respect to Securities of any Series occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on the Securities of such Series or
to enforce the performance of any provision of the Securities of such Series or
this Indenture.

     

    The
Trustee may maintain a proceeding even if it does not possess any of the
Securities of such Series or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Holder of a
Security of any Series in exercising any right or remedy accruing upon an Event
of Default with respect to Securities of such Series shall not impair the right
or remedy or constitute a waiver of or acquiescence in such Event of
Default.  All remedies are cumulative to the extent permitted by
law.

     

    Section
6.04             Waiver of Past
Defaults

     

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

     

    Section
6.05             Control by
Majority

     

    Holders
of a majority in principal amount of the then outstanding Securities of a Series
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to the Securities of such
Series.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Securities of such Series or that
may involve the Trustee in personal liability.  The Trustee shall be
entitled to take any other action deemed proper by the Trustee which is not
inconsistent with such direction or this Indenture.

     

    


    
      
        
           


        

        
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    Section
6.06             Limitation on
Suits

     

    A Holder
of a Security of any Series may pursue a remedy with respect to this Indenture
or the Securities of that Series only if:

     

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

     

    (2)           the Holders of at least 25% in principal
amount of the then outstanding Securities of that Series make a written request
to the Trustee to pursue the remedy;

     

    (3)           such Holder of a Security of that Series
or Holders of Securities of that Series offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

     

    (4)           the Trustee does not comply with the
request within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and

     

    (5)           during such 60-day period the Holders of
a majority in principal amount of the then outstanding Securities of that Series
do not give the Trustee a written direction inconsistent with the
request.

     

    A Holder
of a Security may not use this Indenture to prejudice the rights of another
Holder of a Security of the same Series or to obtain a preference or priority
over another Holder of a Security of the same Series.

     

    Section
6.07             Rights of Holders of
Securities to Receive Payment

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of
any Series to receive payment of principal, premium, if any, and interest on a
Security of that Series, on or after the respective due dates expressed in the
Security of that Series (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

     

    Section
6.08             Collection Suit by
Trustee

     

    If an
Event of Default with respect to Securities of any Series specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Securities of that Series and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

     

    Section
6.09             Trustee May File
Proofs of Claim

     

    The
Trustee is authorized 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
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the
Securities of any Series allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Securities of any Series), its creditors
or its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof.  To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  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 of reorganization, arrangement, adjustment or composition affecting the
Securities of any Series or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     

    


    
      
        
           


        

        
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    Section
6.10             Priorities

     

    If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:

     

    First: to the Trustee,
its agents and attorneys for amounts due under Section 7.07 hereof, including
payment of all compensation, expense and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;

     

    Second: to Holders of
Securities in respect of which or for the benefit of which such money has been
collected for amounts due and unpaid on such Securities for principal, premium,
if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal,
premium, if any and interest, respectively; and

     

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

     

    The
Trustee may fix a record date and payment date for any payment to Holders of
Securities pursuant to this Section 6.10.

     

    Section
6.11             Undertaking for
Costs

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Security
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities of any Series.

     

    


    
      
        
           


        

        
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    ARTICLE 7.

    TRUSTEE

     

    Section
7.01             Duties of
Trustee

     

    (a)           If an Event of Default with respect to
any Series of Securities has occurred and is continuing, the Trustee will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.

     

    (b)           Except during the continuance of an
Event of Default with respect to any Series of Securities:

     

    (1)           the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this Indenture
and no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

     

    (2)           in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any such certificates or opinions
which by any provisions hereof are specifically required to be furnished to the
Trustee, the Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of this
Indenture.

     

    (c)           The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:

     

    (1)           this paragraph does not limit the effect
of paragraph (b) of this Section 7.01;

     

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

     

    (3)           the Trustee will not be liable with
respect to any action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Section 6.05 hereof.

     

    (d)           Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), and (c) of this Section
7.01.

     

    (e)           No provision of this Indenture will
require the Trustee to expend or risk its own funds or incur any
liability.  The Trustee will be under no obligation to exercise any of
its rights and powers under this Indenture at the request of any Holders of a
Series of Securities, unless such Holders have offered to the Trustee security
and indemnity reasonably satisfactory to it against any loss, liability or
expense.

     

    (f)           The Trustee will not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by
law.

     

    


    
      
        
           


        

        
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    Section
7.02             Rights of
Trustee

     

    (a)           The Trustee may conclusively rely upon
any document believed by it to be genuine and to have been signed or presented
by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.

     

    (b)           Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel or
both.  The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel.  The Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel will be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon.

     

    (c)           The Trustee may act through its
attorneys and agents and will not be responsible for the misconduct or
negligence of any agent appointed with due care.

     

    (d)           The Trustee will not be liable for any
action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this
Indenture.

     

    (e)           Unless otherwise specifically provided
in this Indenture, any demand, request, direction or notice from the Company
will be sufficient if signed by an Officer of the Company.

     

    (f)           The Trustee will 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 of a Series of Securities unless such
Holders have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.

     

    (g)           The Trustee shall not be deemed to have
notice of any Default or Event of Default with respect to any Series of
Securities unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a Default or
Event of Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Series Securities governed by this
Indenture with respect to which such Default or Event of Default
relates.

     

    (h)           The rights, privileges, immunities and
benefits given to the Trustee hereunder, including without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee consistent with the terms of this Indenture to act
hereunder.

     

    (i)           Any permissive right or authority
granted to the Trustee shall not be construed as a mandatory
duty.

     

    Section
7.03             Individual Rights of
Trustee

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities of any Series and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any
conflicting interest, as described in the TIA, it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as Trustee or
resign.  Any Agent may do the same with like rights and
duties.  The Trustee is also subject to Sections 7.10 and 7.11
hereof.

     

    


    
      
        
           


        

        
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    Section
7.04             Trustee’s
Disclaimer

     

    The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities of any Series, it shall
not be accountable for the Company’s use of the proceeds from the Securities of
any Series or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any
statement in the Securities of any Series or any other document in connection
with the sale of the Securities of any Series or pursuant to this Indenture
other than its certificate of authentication.

     

    Section
7.05             Notice of
Defaults

     

    If a
Default or Event of Default with respect to any Series of Securities of such
Series occurs and is continuing and if it is known to the Trustee, the Trustee
will mail to Holders of Securities of such Series a notice of the Default or
Event of Default within 90 days after it occurs.  Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on a Security of any Series, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Securities of
such Series.

     

    Section
7.06             Reports by Trustee
to Holders of the Securities

     

    (a)           Within 60 days after each [_________]
beginning with the [________] following the date of this Indenture, and for so
long as Securities of any Series remain outstanding, the Trustee will mail to
the Holders of the Securities of such Series a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event described
in TIA § 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted).  The Trustee also will
comply with TIA § 313(b)(2).  The Trustee will also transmit by
mail all reports as required by TIA § 313(c).

     

    (b)           A copy of each report at the time of its
mailing to the Holders of Securities of any Series will be mailed by the Trustee
to the Company and filed by the Trustee with the SEC and each stock exchange on
which the Securities of such Series are listed in accordance with TIA
§ 313(d).  The Company will promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange.

     

    Section
7.07             Compensation and
Indemnity

     

    (a)           The Company will pay to the Trustee from
time to time reasonable compensation for its acceptance of this Indenture and
services hereunder as the Company and Trustee shall from time to time agree in
writing.  The Trustee’s compensation will not be limited by any law on
compensation of a trustee of an express trust.  The Company will
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services.  Such expenses will include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and
counsel.

     

    (b)           The Company shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 7.07) and defending itself against
any claim (whether asserted by the Company or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its negligence or bad faith or willful
misconduct.  The Trustee will notify the Company promptly of any claim
for which it may seek indemnity.  Failure by the Trustee to so notify
the Company will not relieve the Company of its obligations
hereunder.  The Company will defend the claim and the Trustee will
cooperate in the defense.  The Trustee may have separate counsel and
the Company will pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent will not be unreasonably withheld.

     

    


    
      
        
           


        

        
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    (c)           The obligations of the Company under
this Section 7.07 will survive the satisfaction and discharge of this
Indenture.

     

    (d)           To secure the Company’s payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the
Securities of each Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Securities of a Series.  Such Lien will survive the satisfaction and
discharge of this Indenture.

     

    (e)           When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(5) or (6)
hereof occurs, the expenses and the compensation for the services (including the
fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.

     

    (f)           The Trustee will comply with the
provisions of TIA § 313(b)(2) to the extent applicable.

     

    Section
7.08             Replacement of
Trustee

     

    (a)           A resignation or removal of the Trustee
and appointment of a successor Trustee with respect to the Securities of one or
more Series will become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section 7.08.

     

    (b)           The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the
Company.  The Holders of a majority in principal amount of the then
outstanding Securities of a Series may remove the Trustee with respect to such
Series by so notifying the Trustee and the Company in writing.  The
Company may remove the Trustee with respect to the Securities of one or more
Series if:

     

    (1)           the Trustee fails to comply with Section
7.10 hereof;

     

    (2)           the Trustee is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;

     

    (3)           a custodian or public officer takes
charge of the Trustee or its property; or

     

    (4)           the Trustee becomes incapable of
acting.

     

    (c)           If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason with respect to the
Securities of one or more Series, the Company will promptly appoint a successor
Trustee with respect to the Securities of that or those Series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such Series and that at any time there shall
be only one Trustee with respect to the Securities of any
Series).  Within one year after a successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities of
a Series may appoint a successor Trustee with respect to such Series to replace
the successor Trustee for such Series appointed by the
Company.

     

    


    
      
        
           


        

        
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    (d)           If a successor Trustee for a Series does
not take office within 60 days after the retiring Trustee for such Series
resigns or is removed, the retiring Trustee, the Company, or the Holders of at
least 10% in principal amount of the then outstanding Securities of such Series
may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such Series.

     

    (e)           If the Trustee for a Series, after
written request by any Holder of Securities of such Series who has been a Holder
of Securities of such Series for at least six months, fails with respect to such
Series to comply with Section 7.10, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee for such Series and the
appointment of a successor Trustee for such Series.

     

    (f)           A successor Trustee will deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company.  Thereupon, the resignation or removal of the retiring
Trustee will become effective, and the successor Trustee will have all the
rights, powers and duties of the Trustee under this Indenture.  The
successor Trustee will mail a notice of its succession to Holders of each Series
of Securities for which it acts as Trustee.  The retiring Trustee will
promptly transfer all property held by it as Trustee to the successor Trustee,
provided all sums owing to the Trustee hereunder
have been paid and subject to the Lien provided for in Section 7.07
hereof.  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under Section 7.07 hereof will continue
for the benefit of the retiring Trustee.

     

    Section
7.09             Successor Trustee by
Merger, etc.

     

    If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.

     

    Section
7.10             Eligibility;
Disqualification

     

    There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

     

    This
Indenture will always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA
§ 310(b).

     

    Section
7.11             Preferential
Collection of Claims Against Company

     

    The
Trustee is subject to TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated
therein.

     

    


    
      
        
           


        

        
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    ARTICLE 8.

    LEGAL DEFEASANCE AND COVENANT
DEFEASANCE

     

    Section
8.01             Option to Effect
Legal Defeasance or Covenant Defeasance

     

    If,
pursuant to Section 2.02, provision is made for either or both of (a) defeasance
of the Securities of or within a Series under Section 8.02 or (b) covenant
defeasance of the Securities of or within a Series under Section 8.03 to be
applicable to the Securities of a Series, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 2.02
with respect to the Securities of such Series), shall be applicable to the
Securities of such Series, and the Company may, at the option of the Board of
Directors evidenced by a resolution set forth in an Officers’ Certificate, at
any time, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Securities of such Series upon compliance with the conditions set
forth below in this Article 8.

     

    Section
8.02             Legal Defeasance and
Discharge

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Securities of a Series on the date
the conditions set forth below are satisfied with respect to the Securities of
such Series (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Securities of such Series, which will thereafter
be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under the Securities of such
Series and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which will survive until otherwise terminated or
discharged hereunder:

     

    (1)           the rights of Holders of outstanding
Securities of such Series to receive payments in respect of the principal of, or
interest or premium, if any, on such Securities when such payments are due from
the trust referred to in Section 8.04 hereof;

     

    (2)           the Company’s obligations with respect
to the Securities of such Series under Article 2 and Section 4.02
hereof;

     

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

     

    (4)           this Article 8.

     

    Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 with respect to Securities of a Series notwithstanding the
prior exercise of its option under Section 8.03 hereof with respect to
Securities of such Series.

     

    Section
8.03             Covenant
Defeasance

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations
under the covenants contained in Sections 4.3 and 4.4, as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series
of Securities, with respect to the outstanding Securities of a Series on and
after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant
Defeasance”), and the Securities of such Series shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders of Securities of such Series (and the consequences
of any thereof) in connection with such covenants, but will continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that
the Securities of such Series will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with
respect to the outstanding Securities of such Series, the Company may omit to
comply with and will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply will not constitute a Default or an Event
of Default with respect to Securities of such Series under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and the
Securities of such Series will be unaffected thereby.  In addition,
upon the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof will not
constitute Events of Default.

     

    


    
      
        
           


        

        
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    Section
8.04             Conditions to Legal
or Covenant Defeasance

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:

     

    (1)           the Company must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders of Securities of a
Series, cash in such currency, currencies or currency units in which such
Securities are then specified as payable at Stated Maturity, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Securities of such Series on the stated date for payment thereof or
on the applicable redemption date, as the case may be, and the Company must
specify whether the Securities of such Series are being defeased to maturity or
to a particular redemption date;

     

    (2)           in the case of an election under Section
8.02 hereof, the Company has delivered to the Trustee an Opinion of Counsel in
the United States reasonably acceptable to the Trustee confirming
that:

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
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    (4)           no Default or Event of Default with
respect to Securities of such Series shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default with respect
to Securities of such Series resulting from the borrowing of funds to be applied
to such deposit);

     

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

     

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

     

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

     

    Section
8.05             Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous
Provisions

     

    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section
8.04 hereof in respect of the outstanding Securities of a Series will be held in
trust and applied by the Trustee, in accordance with the provisions of the
Securities of such Series and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such Series of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     

    The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of an outstanding Series of
Securities.

     

    Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    Section
8.06             Repayment to
Company

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any
Series of Securities and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) will be discharged from
such trust; and the Holder of Security of such Series will thereafter be
permitted to look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.

     

    


    
      
        
           


        

        
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    Section
8.07             Reinstatement

     

    If the
Trustee or Paying Agent is unable to apply any United States dollars or other
currency or non-callable Government Securities in accordance with Section 8.02
or 8.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and each
applicable Series of Securities will be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on
any Series of Securities following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such Series of
Securities to receive such payment from the money held by the Trustee or Paying
Agent.

     

    ARTICLE 9.

    AMENDMENT, SUPPLEMENT AND
WAIVER

     

    Section
9.01             Without Consent of
Holders of Securities

     

    Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or any Series of Securities without the consent of any
Holder of Securities:

     

    (1)           to evidence the succession of another
Person to the Company or a Guarantor and the assumption by any such successor of
the covenants of the Company or such Guarantor herein, in any Security Guarantee
and in the Securities contained; provided that such succession is otherwise in
compliance with this Indenture and applicable law;

     

    (2)           to add to the covenants of the Company
or any Guarantor for the benefit of the Holders of all or any Series of
Securities (and, if such covenants are to be for the benefit of less than all
Series of Securities, stating that such covenants are expressly being included
solely for the benefit of such Series) or to surrender any right or power herein
conferred upon the Company or any Guarantor;

     

    (3)           to add any additional Events of Default
for the benefit of the Holders of all or any Series of Securities (and if such
Events of Default are to be for the benefit of less than all Series of
Securities, stating that such Events of Default are expressly being included
solely for the benefit of such Series); provided,
however, that in respect of
any such additional Events of Default such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those Series of Securities to
which such additional Events of Default apply to waive such
default;

     

    


    
      
        
           


        

        
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    (4)           to permit or facilitate the issuance of
Securities in uncertificated form, provided that any such action shall not
adversely affect the interest of the Holders of Securities of any Series in any
material respect;

     

    (5)           to add to, change or eliminate any of
the provisions of this Indenture or any Guarantee in respect of any Series of
Securities, provided that any such addition, change or elimination shall (i)
neither (A) apply to any Security of any Series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision,
nor (B) modify the rights of the Holder of any such Security with respect to
such provision; or (ii) become effective only when there is no Security
Outstanding;

     

    (6)           to secure the Securities of any
Series;

     

    (7)           to establish the form or terms of
Securities of any Series as permitted by Sections 2.01 and 2.02, including the
provisions and procedures relating to Securities convertible into or
exchangeable for other securities or property of the
Company;

     

    (8)           to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more Series and to add or change any of the provisions of
the Indenture or any Guarantee as shall be reasonable and necessary solely to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided that such succession is otherwise in
compliance with this Indenture and applicable law;

     

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

     

    (10)           to provide for uncertificated Securities
in addition to or in place of certificated Securities or to alter the provisions
of Article 2 hereof (including the related definitions) in a manner that does
not materially adversely affect any Holder of any Series of
Securities;

     

    (11)           to provide for the assumption of the
Company’s obligations to the Holders of each Series of Securities by a successor
to the Company pursuant to Article 5 hereof;

     

    (12)           to make any change that would provide
any additional rights or benefits to the Holders of each Series of Securities or
that does not adversely affect the legal rights hereunder of any Holder of any
Series of Securities; or

     

    (13)           to comply with requirements of the SEC
in order to effect or maintain the qualification of this Indenture under the
TIA.

     

    Upon the
request of the Company accompanied by a resolution of the Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     

    Section
9.02             With Consent of
Holders of Securities

     

    Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture and the Securities of an affected Series with the
consent of the Holders of at least a majority in principal amount of the
Securities of such affected Series then outstanding, voting as a separate class,
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Securities of each affected
Series).  Subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default with respect to a Series of Securities (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on the Securities of such Series, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Securities of such Series may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities of such Series voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Securities of such Series). Section
2.08 hereof shall determine which Securities are considered to be “outstanding”
for purposes of this Section 9.02.

     

    


    
      
        
           


        

        
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    Upon the
request of the Company accompanied by a Board Resolution authorizing the
execution of any such amended or supplemental Indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Securities of each required Series as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

     

    It is not
be necessary for the consent of the Holders of Securities of any Series under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance
thereof.

     

    After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders of Securities of each Series affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07
hereof, the Holders of a majority in aggregate principal amount of the
Securities of any Series then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to such Series or such Series of
Securities.  However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any
Securities held by a non-consenting Holder):

     

    (1)           reduce the principal amount of
Securities whose Holders must consent to an amendment, supplement or
waiver;

     

    (2)           reduce the principal of or change the
fixed maturity of any Security or alter or waive any of the provisions with
respect to the redemption of the Securities;

     

    (3)           reduce the rate of or change the time
for payment of interest, including default interest, on any
Security;

     

    (4)           waive a Default or Event of Default in
the payment of principal of or premium, if any, or interest on any Securities
(except a rescission of acceleration of the Securities of any Series by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Securities of such Series and a waiver of the payment default that
resulted from such acceleration);

     

    (5)           make any Security payable in currency
other than that stated in the Securities;

     

    


    
      
        
           


        

        
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    (6)           make any change in the provisions of
this Indenture relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of, or interest or premium, if any,
on the Securities;

     

    (7)           waive a redemption payment, if any, with
respect to any Securities or change any of the provisions with respect to the
redemption of any Securities; or

     

    (8)           make any change in the foregoing
amendment and waiver provisions.

     

    Section
9.03             Compliance with
Trust Indenture Act

     

    Every
amendment or supplement to this Indenture or the Securities will be set forth in
a amended or supplemental Indenture that complies with the TIA as then in
effect.

     

    Section
9.04             Revocation and
Effect of Consents

     

    Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder of a Security and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security, even if notation of the consent is not
made on any Security.  However, any such Holder of a Security or
subsequent Holder of a Security may revoke the consent as to its Security if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective.  An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds
every Holder.

     

    Section
9.05             Notation on or
Exchange of Securities

     

    The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Security thereafter authenticated.  If the Company so
determines, the Company in exchange for all Securities of a Series may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Securities of such Series that reflect the amendment, supplement or
waiver.

     

    Failure
to make the appropriate notation or issue a new Security will not affect the
validity and effect of such amendment, supplement or waiver.

     

    Section
9.06             Trustee to Sign
Amendments, etc.

     

    The
Trustee will sign any amended or supplemental Indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it.  In executing any amended or supplemental indenture, the
Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be
fully protected in relying upon, in addition to the documents required by
Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

     

    ARTICLE 10.

    GUARANTEES

     

    Section
10.01           Guarantees.

     

    (a)           If, pursuant to Section 2.02, provision
is made for the Guarantee of the Securities of a Series, then subject to this
Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Security of such Series
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Securities of such Series or the obligations of the Company hereunder or
thereunder, that:

     

    


    
      
        
           


        

        
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    (1)           the principal of, premium, and interest
on such Securities and any Additional Amounts will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on such Securities, if any, if lawful,
and all other obligations of the Company to the Holders of Securities of such
Series or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof;
and

     

    (2)           in case of any extension of time of
payment or renewal of any such Securities or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.

     

    Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     

    (b)           The Guarantors hereby agree that their
obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.  Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant
that the Security Guarantee will not be discharged except by complete
performance of the obligations contained in such Securities and this
Indenture.

     

    (c)           If any Holder or the Trustee is required
by any court or otherwise to return to the Company, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to
either the Company or the Guarantors, any amount paid by either to the Trustee
or such Holder, the Security Guarantee, to the extent theretofore discharged,
will be reinstated in full force and effect.

     

    (d)           Each Guarantor agrees that it will not
be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.  Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(1) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of the Security Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of the
Security Guarantee.  The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Security
Guarantee.

     

    Section
10.02           Limitation on
Guarantor Liability.

     

    Each
Guarantor, and by its acceptance of Securities, each Holder, hereby confirms
that it is the intention of all such parties that the Security Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Security Guarantee.  To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor under its Security Guarantee and this Article 10
shall be limited to the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its Security
Guarantee not constituting a fraudulent transfer or conveyance.

     

    


    
      
        
           


        

        
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    Section
10.03           Execution and
Delivery of Security Guarantee.

     

    To
evidence its Security Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Security Guarantee will be endorsed by an
Officer of such Guarantor on each Security of a guaranteed Series authenticated
and delivered by the Trustee and that this Indenture will be executed on behalf
of such Guarantor by one of its Officers.

     

    Each
Guarantor hereby agrees that its Security Guarantee set forth in Section 10.01
will remain in full force and effect notwithstanding any failure to endorse on
each Security of a guaranteed Series a notation of such Security
Guarantee.

     

    If an
Officer whose signature is on this Indenture or on the Security Guarantee no
longer holds that office at the time the Trustee authenticates the Security on
which a Security Guarantee is endorsed, the Security Guarantee will be valid
nevertheless.

     

    The
delivery of any Security of a guaranteed Series by the Trustee, after the
authentication thereof hereunder, will constitute due delivery of the Security
Guarantee set forth in this Indenture on behalf of the Guarantors.

     

    Section
10.04           Guarantors May
Consolidate, etc., on Certain Terms.

     

    Except as
otherwise provided in Section 10.05, no Guarantor may sell or otherwise dispose
of all or substantially all of its assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person,
other than the Company or another Guarantor, unless:

     

    (1)           immediately after giving effect to such
transaction, no Default or Event of Default exists; and

     

    (2)            subject to Section 10.05 hereof, the
Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger unconditionally assumes
all the obligations of that Guarantor, pursuant to a supplemental indenture in
form and substance reasonably satisfactory to the Trustee, under the Securities
of a guaranteed Series, this Indenture and the Security Guarantee on the terms
set forth herein or therein.

     

    In case
of any such consolidation, merger, sale or conveyance 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 Security Guarantee
endorsed upon the Securities of a guaranteed Series and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor.  Such successor Person thereupon may cause to
be signed any or all of the Security Guarantees to be endorsed upon all of the
Securities of a guaranteed Series issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee.  All the
Security Guarantees so issued will in all respects have the same legal rank and
benefit under this Indenture as the Security Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Security Guarantees had been issued at the date of the execution
hereof.

     

    


    
      
        
           


        

        
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    Except as
set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in
any of the Securities will prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

     

    Section
10.05           Releases Following
Sale of Assets.

     

    In the
event of any sale or other disposition of all or substantially all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all to the Capital Stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transactions)
a wholly-owned Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Security Guarantee; provided that the net
proceeds of such sale or other disposition are applied in accordance with
applicable provisions of this Indenture, if any, including, without limitation,
provisions included in any Board Resolution or Officers’ Certificate pursuant to
a Board Resolution described in Section 2.02.  Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, the Trustee will execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Security Guarantee.

     

    Any
Guarantor not released from its obligations under its Security Guarantee will
remain liable for the full amount of principal of and interest on the Securities
of a Series that it has guaranteed and for the other obligations of any
Guarantor of Securities of a Series that it has guaranteed under this Indenture
as provided in this Article 10.

     

    ARTICLE 11.

    SATISFACTION AND
DISCHARGE

     

    Section
11.01           Satisfaction and
Discharge

     

    This
Indenture will be discharged and will cease to be of further effect as to all
Securities of a Series issued hereunder, when:

     

    (1)           either:

     

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

     

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

     

    


    
      
        
           


        

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

     

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

     

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

     

    In
addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     

    Notwithstanding
the satisfaction and discharge of this Indenture as to all Securities of any
Series under this Indenture, if money has been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section with respect to a Series
of Securities, the provisions of Section 11.02 and Section 8.06 will survive
with respect to such Series of Securities.  In addition, nothing in
this Section 11.01 will be deemed to discharge those provisions of Section 7.07
hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.

     

    Section
11.02           Application of Trust
Money

     

    Subject
to the provisions of Section 8.06, all money deposited with the Trustee pursuant
to Section 11.01 shall be held in trust and applied by it, in accordance with
the provisions of the Securities of such Series 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 has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by
law.

     

    If the
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations
under this Indenture and the Securities of such Series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company
has made any payment of principal of, premium, if any, or interest on any
Securities of such Series because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of Securities of such
Series to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed or assessed against the Trustee with respect to the money deposited with
the Trustee pursuant to Section 11.01 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 12.

    MISCELLANEOUS

     

    Section 12.01 Trust Indenture Act
Controls

     

    If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA §318(c), the imposed duties will control.

     

    Section 12.02 Notices

     

    Any
notice or communication by the Company or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’
address:

     

    If to the
Company:

    


    Education
Realty Trust, Inc.

    530 Oak
Court Drive, Suite 300

    Memphis,
TN 38117

    Fax No.:
(901) 259-2594

    Telephone
No.:  (901) 259-2507

    Attention:  Randall
H. Brown

    


    With a
copy to:

    


    Bass,
Berry & Sims PLC

    The Tower
at Peabody Place

    100
Peabody Place Suite 900

    Memphis,
Tennessee 38103

    Fax No.:
(888) 543-4644

    Telephone
No.:  (901) 543-5901

    Attention:  John
A. Good

    


    If to the
Trustee:

    


    [_____________]

    [_____________]

    [_____________]

    Fax No.:
[_____________]

    Telephone
No.:  [_____________]

    Attention:   [_____________]

    


    The
Company or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.

     

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

     

    Any
notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication will also be so mailed to any
Person described in TIA § 313(c), to the extent required by the
TIA.  Failure to mail a notice or communication to a Holder or any
defect in it will not affect its sufficiency with respect to other
Holders.

     

    


    
      
        
           


        

        
          41

          
            

          

        

        
           


        

      

    

    


    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    If the
Company mails a notice or communication to Holders of a Series of Securities, it
will mail a copy to the Trustee and each Agent for such Series of Securities at
the same time.

     

    Section 12.03 Communication by
Holders of Securities with Other Holders of Securities

     

    Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Securities.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA
§ 312(c).

     

    Section 12.04  Certificate and
Opinion as to Conditions Precedent

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     

    (1)           an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied;
and

     

    (2)           an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been
satisfied.

     

    Section 12.05 Statements Required
in Certificate or Opinion

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must include:

     

    (1)           a statement that the Person making such
certificate or opinion has read such covenant or condition;

     

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

     

    (3)           a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such
covenant or condition has been satisfied; and

     

    (4)           a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been
satisfied.

     

    In giving
an Opinion of Counsel, counsel may rely as to factual matters on an Officers’
Certificate or certificates of public officials.

     

     

     

     

    


    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

    


    Section 12.06 Rules by Trustee and
Agents

     

    The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

     

    Section 12.07 No Personal
Liability of Directors, Officers, Employees and Stockholders

     

    No past,
present or future director, officer, employee, incorporator or stockholder of
the Company, as such, will have any liability for any obligations of the Company
under the Securities, this Indenture, or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder of
Securities by accepting a Security waives and releases all such
liability.  The waiver and release are part of the consideration for
issuance of the Securities.  The waiver may not be effective to waive
liabilities under the federal securities laws.

     

    Section
12.08           Governing
Law

     

    THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

     

    Section
12.09           No Adverse
Interpretation of Other Agreements

     

    This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

     

    Section
12.10           Successors

     

    All
agreements of the Company in this Indenture and the Securities will bind its
successors.  All agreements of the Trustee in this Indenture will bind
its successors.

     

    Section
12.11           Severability

     

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

     

    Section
12.12           Counterpart
Originals

     

    The
parties may sign any number of copies of this Indenture.  Each signed
copy will be an original, but all of them together represent the same
agreement.

     

    Section
12.13           Table of Contents,
Headings, etc.

     

    The Table
of Contents, Cross-Reference Table 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 of this Indenture and will in no way modify or restrict any
of the terms or provisions hereof.

     

    


    
      
        
           


        

        
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    SIGNATURES

     

    Dated as
of [_____________], 2009

    COMPANY:

    


    EDUCATION
REALTY TRUST, INC.

    


    By:
______________________________

    Name:

    Title:

    


    GUARANTORS:

    


    [_____________]

    


    By
______________________________

    Name:

    Title:

    


    [_____________]

    


    By
______________________________

    Name:

    Title:

    


       each
as a Guarantor

    


    


    TRUSTEE:

    


    [_____________]

    


    By
______________________________

    Name:

    Title: