ex_4-4.htm


    Form of
Subordinated Indenture of TBS International Limited                                     Exhibit
4.4

     

     

    


      


        


         

        


         

        TBS
INTERNATIONAL LIMITED

         

        AND

         

        THE
BANK OF NEW YORK MELLON

         

        as
Trustee

         

        Subordinated
Debt Securities

         

        INDENTURE

         

        Dated
as of _______ __, 20__

         

         

         

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        CROSS
REFERENCE SHEET *

         

        Provisions
of Sections 310 through 318(a) inclusive of the Trust Indenture Act of
1939, as amended, and the Indenture dated as of _______ __, 20__ between
TBS International Limited and The Bank of New York Mellon as
Trustee.

         

        
          
            
              	
                      Section

                      of

                      Trust
      Indenture Act

                    	
                      Section

                      of

                      Indenture

                    
	
                      310(a)(1)

                    	
                      6.10

                    
	
                      310(a)(2)

                    	
                      6.10

                    
	
                      310(a)(3)

                    	
                      N/A

                    
	
                      310(a)(4)

                    	
                      N/A

                    
	
                      310(a)(5)

                    	
                      6.10

                    
	
                      310(b)

                    	
                      6.10

                    
	
                      310(c)

                    	
                      N/A

                    
	
                      311(a)

                    	
                      6.11

                    
	
                      311(b)

                    	
                      6.11

                    
	
                      311(c)

                    	
                      N/A

                    
	
                      312(a)

                    	
                      4.01

                    
	
                      312(b)

                    	
                      4.02(b)

                    
	
                      312(c)

                    	
                      4.02(c)

                    
	
                      313(a)

                    	
                      6.06

                    
	
                      313(b)

                    	
                      6.06

                    
	
                      313(c)

                    	
                      6.06

                    
	
                      313(d)

                    	
                      6.06

                    
	
                      314(a)

                    	
                      3.04
      and 4.03

                    
	
                      314(b)

                    	
                      N/A

                    
	
                      314(c)(1)

                    	
                      2.04
      and 13.06

                    
	
                      314(c)(2)

                    	
                      2.04
      and 13.06

                    
	
                      314(c)(3)

                    	
                      N/A

                    
	
                      314(d)

                    	
                      N/A

                    
	
                      314(e)

                    	
                      13.06

                    
	
                      314(f)

                    	
                      N/A

                    
	
                      315(a)

                    	
                      6.01(b)

                    
	
                      315(b)

                    	
                      6.05

                    
	
                      315(c)

                    	
                      6.01(a)

                    
	
                      315(d)

                    	
                      6.01(c)

                    
	
                      315(e)

                    	
                      5.10

                    
	
                      316(a)(1)(A)

                    	
                      5.08

                    
	
                      316(a)(1)(B)

                    	
                      5.09

                    
	
                      316(a)(2)

                    	
                      N/A

                    
	
                      316(b)

                    	
                      5.06

                    
	
                      316(c)

                    	
                      2.07

                    
	
                      317(a)

                    	
                      5.02

                    
	
                      317(b)

                    	
                      3.02
      and 3.03

                    
	
                      318(a)

                    	
                      13.08

                    


            

          

        

         

        *  This
cross reference sheet shall not, for any purpose, be deemed to be a part of the
Indenture.

         

        Attention
should also be directed to Section 318(c) of the Trust Indenture Act of
1939, as amended, which provides that the provisions of Sections 310
through 317 of such Act are a part of and govern every qualified indenture,
whether or not physically contained therein.


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        TABLE OF
CONTENTS

        


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                RECITALS

                                              	
                                                1

                                              
	
                                                ARTICLE
      1 DEFINITIONS

                                              	
                                                1

                                              
	
                                                SECTION
      1.01.

                                              	
                                                Certain
      Terms Defined

                                              	
                                                1

                                              
	
                                                ARTICLE
      2 SECURITIES

                                              	
                                                6

                                              
	
                                                SECTION
      2.01.

                                              	
                                                Forms
      Generally

                                              	
                                                6

                                              
	
                                                SECTION
      2.02.

                                              	
                                                Form
      of Trustee’s Certificate of Authentication

                                              	
                                                6

                                              
	
                                                SECTION
      2.03.

                                              	
                                                Amount
      Unlimited; Issuable in Series

                                              	
                                                7

                                              
	
                                                SECTION
      2.04.

                                              	
                                                Authentication
      and Delivery of Securities

                                              	
                                                9

                                              
	
                                                SECTION
      2.05.

                                              	
                                                Execution
      of Securities

                                              	
                                                10

                                              
	
                                                SECTION
      2.06.

                                              	
                                                Certificate
      of Authentication

                                              	
                                                10

                                              
	
                                                SECTION
      2.07.

                                              	
                                                Denomination
      and Date of Securities; Payments of Interest

                                              	
                                                10

                                              
	
                                                SECTION
      2.08.

                                              	
                                                Registration,
      Registration of Transfer and Exchange

                                              	
                                                12

                                              
	
                                                SECTION
      2.09.

                                              	
                                                Trustee's
      Duties to Monitor Compliance

                                              	
                                                13

                                              
	
                                                SECTION
      2.10.

                                              	
                                                Mutilated,
      Defaced, Destroyed, Lost and Stolen Securities

                                              	
                                                13

                                              
	
                                                SECTION
      2.11.

                                              	
                                                Cancellation
      of Securities

                                              	
                                                14

                                              
	
                                                SECTION
      2.12.

                                              	
                                                Temporary
      Securities

                                              	
                                                14

                                              
	
                                                SECTION
      2.13.

                                              	
                                                Securities
      in Global Form

                                              	
                                                14

                                              
	
                                                SECTION
      2.14.

                                              	
                                                CUSIP
      Numbers

                                              	
                                                15

                                              
	
                                                ARTICLE
      3 COVENANTS OF THE COMPANY

                                              	
                                                16

                                              
	
                                                SECTION
      3.01.

                                              	
                                                Payment
      of Principal and Interest

                                              	
                                                16

                                              
	
                                                SECTION
      3.02.

                                              	
                                                Offices
      for Payment, Etc.

                                              	
                                                16

                                              
	
                                                SECTION
      3.03.

                                              	
                                                Paying
      Agents

                                              	
                                                16

                                              
	
                                                SECTION
      3.04.

                                              	
                                                Officers’
      Certificate

                                              	
                                                17

                                              
	
                                                SECTION
      3.05.

                                              	
                                                Calculation
      of Original Issue Discount

                                              	
                                                17

                                              
	
                                                ARTICLE
      4 HOLDERS’ LISTS AND REPORTS BY THE COMPANY

                                              	
                                                17

                                              
	
                                                SECTION
      4.01.

                                              	
                                                Company
      to Furnish Trustee Information as to Names and Addresses of
      Holders

                                              	
                                                17

                                              
	
                                                SECTION
      4.02.

                                              	
                                                Preservation
      and Disclosure of Holders’ Lists

                                              	
                                                17

                                              
	
                                                SECTION
      4.03.

                                              	
                                                Reports
      by the Company

                                              	
                                                18

                                              
	
                                                ARTICLE
      5 REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

                                              	
                                                18

                                              
	
                                                SECTION
      5.01.

                                              	
                                                Event
      of Default Defined; Acceleration of Maturity; Waiver of
      Default

                                              	
                                                18

                                              
	
                                                SECTION
      5.02.

                                              	
                                                Collection
      of Indebtedness by Trustee; Trustee May Prove Debt

                                              	
                                                21

                                              
	
                                                SECTION
      5.03.

                                              	
                                                Application
      of Proceeds

                                              	
                                                22

                                              
	
                                                SECTION
      5.04.

                                              	
                                                Restoration
      of Rights on Abandonment of Proceedings

                                              	
                                                23

                                              
	
                                                SECTION
      5.05.

                                              	
                                                Limitations
      on Suits by Holders

                                              	
                                                23

                                              
	
                                                SECTION
      5.06.

                                              	
                                                Unconditional
      Right of Holders to Institute Certain Suits

                                              	
                                                24

                                              
	
                                                SECTION
      5.07.

                                              	
                                                Powers
      and Remedies Cumulative; Delay or Omission Not Waiver of
      Default

                                              	
                                                24

                                              
	
                                                SECTION
      5.08.

                                              	
                                                Control
      by Holders

                                              	
                                                24

                                              
	
                                                SECTION
      5.09.

                                              	
                                                Waiver
      of Past Defaults

                                              	
                                                24

                                              
	
                                                SECTION
      5.10.

                                              	
                                                Right
      of Court to Require Filing of Undertaking to Pay Costs

                                              	
                                                25

                                              
	
                                                SECTION
      5.11.

                                              	
                                                Suits
      for Enforcement

                                              	
                                                25

                                              
	
                                                ARTICLE
      6 CONCERNING THE TRUSTEE

                                              	
                                                25

                                              
	
                                                SECTION
      6.01.

                                              	
                                                Duties
      of Trustee

                                              	
                                                25

                                              
	
                                                SECTION
      6.02.

                                              	
                                                Rights
      of Trustee

                                              	
                                                26

                                              
	
                                                SECTION
      6.03.

                                              	
                                                Individual
      Rights of Trustee

                                              	
                                                28

                                              
	
                                                SECTION
      6.04.

                                              	
                                                Trustee’s
      Disclaimer

                                              	
                                                28

                                              
	
                                                SECTION
      6.05.

                                              	
                                                Notice
      of Defaults

                                              	
                                                28

                                              
	
                                                SECTION
      6.06.

                                              	
                                                Reports
      by Trustee to Holders

                                              	
                                                28

                                              
	
                                                SECTION
      6.07.

                                              	
                                                Compensation
      and Indemnity

                                              	
                                                29

                                              
	
                                                SECTION
      6.08.

                                              	
                                                Replacement
      of Trustee

                                              	
                                                29

                                              
	
                                                SECTION
      6.09.

                                              	
                                                Successor
      Trustee by Merger

                                              	
                                                30

                                              
	
                                                SECTION
      6.10.

                                              	
                                                Eligibility;
      Disqualification

                                              	
                                                30

                                              
	
                                                SECTION
      6.11.

                                              	
                                                Preferential
      Collection of Claims Against Company

                                              	
                                                30

                                              
	
                                                ARTICLE
      7 CONCERNING THE HOLDERS

                                              	
                                                31

                                              
	
                                                SECTION
      7.01.

                                              	
                                                Evidence
      of Action Taken by Holders

                                              	
                                                31

                                              
	
                                                SECTION
      7.02.

                                              	
                                                Proof
      of Execution of Instruments

                                              	
                                                31

                                              
	
                                                SECTION
      7.03.

                                              	
                                                Holders
      to Be Treated as Owners

                                              	
                                                31

                                              
	
                                                SECTION
      7.04.

                                              	
                                                Securities
      Owned by Company Deemed Not Outstanding

                                              	
                                                31

                                              
	
                                                SECTION
      7.05.

                                              	
                                                Right
      of Revocation of Action Taken

                                              	
                                                32

                                              
	
                                                ARTICLE
      8 SUPPLEMENTAL INDENTURES

                                              	 
      	
                                                32

                                              
	
                                                SECTION
      8.01.

                                              	
                                                Supplemental
      Indentures Without Consent of Holders

                                              	
                                                32

                                              
	
                                                SECTION
      8.02.

                                              	
                                                Supplemental
      Indentures with Consent of Holders

                                              	
                                                33

                                              
	
                                                SECTION
      8.03.

                                              	
                                                Effect
      of Supplemental Indenture

                                              	
                                                34

                                              
	
                                                SECTION
      8.04.

                                              	
                                                Documents
      to Be Given to Trustee

                                              	
                                                34

                                              
	
                                                SECTION
      8.05.

                                              	
                                                Notation
      on Securities in Respect of Supplemental Indentures

                                              	
                                                35

                                              
	
                                                ARTICLE
      9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                                              	
                                                35

                                              
	
                                                SECTION
      9.01.

                                              	
                                                Company
      May Consolidate, Etc. on Certain Terms

                                              	
                                                35

                                              
	
                                                SECTION
      9.02.

                                              	
                                                Successor
      Corporation Substituted

                                              	
                                                35

                                              
	
                                                SECTION
      9.03.

                                              	
                                                Opinion
      of Counsel to Trustee

                                              	
                                                36

                                              
	
                                                ARTICLE
      10 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED
      FUNDS

                                              	
                                                36

                                              
	
                                                SECTION
      10.01.

                                              	
                                                Satisfaction
      and Discharge of Indenture; Defeasance

                                              	
                                                36

                                              
	
                                                SECTION
      10.02.

                                              	
                                                Conditions
      to Defeasance

                                              	
                                                37

                                              
	
                                                SECTION
      10.03.

                                              	
                                                Application
      of Trust Funds

                                              	
                                                37

                                              
	
                                                SECTION
      10.04.

                                              	
                                                Repayment
      to Company

                                              	
                                                38

                                              
	
                                                SECTION
      10.05.

                                              	
                                                Indemnity
      for Government Obligations

                                              	
                                                38

                                              
	
                                                SECTION
      10.06.

                                              	
                                                Reinstatement

                                              	
                                                38

                                              
	
                                                ARTICLE
      11 REDEMPTION OF SECURITIES AND SINKING FUNDS

                                              	
                                                38

                                              
	
                                                SECTION
      11.01.

                                              	
                                                Applicability
      of Article

                                              	
                                                38

                                              
	
                                                SECTION
      11.02.

                                              	
                                                Notice
      of Redemption; Partial Redemptions

                                              	
                                                39

                                              
	
                                                SECTION
      11.03.

                                              	
                                                Payment
      of Securities Called for Redemption

                                              	
                                                40

                                              
	
                                                SECTION
      11.04.

                                              	
                                                Exclusion
      of Certain Securities from Eligibility for Selection for
      Redemption

                                              	
                                                41

                                              
	
                                                SECTION
      11.05.

                                              	
                                                Repayment
      at the Option of the Holders

                                              	
                                                41

                                              
	
                                                ARTICLE
      12 CONVERSION OF SECURITIES

                                              	
                                                41

                                              
	
                                                SECTION
      12.01.

                                              	
                                                Applicability
      of Article

                                              	
                                                41

                                              
	
                                                SECTION
      12.02.

                                              	
                                                Right
      of Holders to Convert Securities into Class A Common
Shares

                                              	
                                                41

                                              
	
                                                SECTION
      12.03.

                                              	
                                                Issuance
      of Class A Common Shares on Conversions

                                              	
                                                42

                                              
	
                                                SECTION
      12.04.

                                              	
                                                No
      Payment or Adjustment for Interest or Dividends

                                              	
                                                43

                                              
	
                                                SECTION
      12.05.

                                              	
                                                Adjustment
      of Conversion Price

                                              	
                                                43

                                              
	
                                                SECTION
      12.06.

                                              	
                                                No
      Fractional Shares to Be Issued

                                              	
                                                46

                                              
	
                                                SECTION
      12.07.

                                              	
                                                Notice
      to Holders of the Securities of a Series Prior to Taking Certain Types of
      Action

                                              	
                                                47

                                              
	
                                                SECTION
      12.08

                                              	
                                                Covenant
      to Reserve Shares for Issuance on Conversion of Securities

                                              	
                                                47

                                              
	
                                                SECTION
      12.09.

                                              	
                                                Compliance
      with Governmental Requirements

                                              	
                                                48

                                              
	
                                                SECTION
      12.10.

                                              	
                                                Payment
      of Taxes upon Certificates for Shares Issued upon
    Conversion

                                              	
                                                48

                                              
	
                                                SECTION
      12.11.

                                              	
                                                Trustee’s
      Duties with Respect to Conversion Provisions

                                              	
                                                48

                                              
	
                                                SECTION
      12.12.

                                              	
                                                Trustee
      Under No Duty to Monitor Stock Price or Calculations

                                              	
                                                48

                                              
	
                                                SECTION
      12.13.

                                              	
                                                Conversion
      Arrangement on Call for Redemption

                                              	
                                                48

                                              
	
                                                ARTICLE
      13 MISCELLANEOUS PROVISIONS

                                              	
                                                49

                                              
	
                                                SECTION
      13.01.

                                              	
                                                Incorporators,
      Shareholders, Officers and Directors of Company Exempt from Individual
      Liability

                                              	
                                                49

                                              
	
                                                SECTION
      13.02.

                                              	
                                                Provisions
      of Indenture for the Sole Benefit of Parties and Holders

                                              	
                                                49

                                              
	
                                                SECTION
      13.03.

                                              	
                                                Successors
      and Assigns of Company Bound by Indenture

                                              	
                                                50

                                              
	
                                                SECTION
      13.04.

                                              	
                                                Notices
      and Demands on Company, Trustee and Holders

                                              	
                                                50

                                              
	
                                                SECTION
      13.05.

                                              	
                                                Electronic
      Transmission to the Trustee

                                              	
                                                50

                                              
	
                                                SECTION
      13.06.

                                              	
                                                Officers’
      Certificates and Opinions of Counsel; Statements to Be Contained
      Therein

                                              	
                                                51

                                              
	
                                                SECTION
      13.07.

                                              	
                                                Payments
      Due on Saturdays, Sundays and Holidays

                                              	
                                                52

                                              
	
                                                SECTION
      13.08.

                                              	
                                                Conflict
      of any Provision of Indenture with Trust Indenture Act

                                              	
                                                52

                                              
	
                                                SECTION
      13.09.

                                              	
                                                New
      York Law to Govern

                                              	
                                                52

                                              
	
                                                SECTION
      13.10.

                                              	
                                                Counterparts

                                              	
                                                52

                                              
	
                                                SECTION
      13.11.

                                              	
                                                Effect
      of Headings; Gender

                                              	
                                                52

                                              
	
                                                SECTION
      13.12.

                                              	
                                                Waiver
      of Jury Trial

                                              	
                                                52

                                              
	
                                                SECTION
      13.13.

                                              	
                                                Force
      Majeure

                                              	
                                                52

                                              
	
                                                ARTICLE
      14 SUBORDINATION OF SECURITIES

                                              	
                                                53

                                              
	
                                                SECTION
      14.01.

                                              	
                                                Securities
      Subordinated to Senior Indebtedness

                                              	
                                                53

                                              
	
                                                SECTION
      14.02.

                                              	
                                                Subrogation

                                              	
                                                54

                                              
	
                                                SECTION
      14.03.

                                              	
                                                Obligation
      of the Company Unconditional

                                              	
                                                54

                                              
	
                                                SECTION
      14.04.

                                              	
                                                Payments
      on Securities Permitted

                                              	
                                                55

                                              
	
                                                SECTION
      14.05.

                                              	
                                                Effectuation
      of Subordination by Trustee

                                              	
                                                55

                                              
	
                                                SECTION
      14.06.

                                              	
                                                Knowledge
      of Trustee

                                              	
                                                55

                                              
	
                                                SECTION
      14.07.

                                              	
                                                Notices
      From Holders of Senior Indebtedness

                                              	
                                                55

                                              
	
                                                SECTION
      14.08.

                                              	
                                                Trustee
      May Hold Senior Indebtedness

                                              	
                                                56

                                              
	
                                                SECTION
      14.09.

                                              	
                                                Rights
      of Holders of Senior Indebtedness Not Impaired

                                              	
                                                56

                                              
	
                                                SECTION
      14.10.

                                              	
                                                Default
      in Senior Indebtedness

                                              	
                                                56

                                              
	 
      	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          




        
          
             


          

          
             


            
              

            

          

          
             


          

        


        INDENTURE

         

        This
INDENTURE (this “Indenture”), dated as
of ________ __, 20__, is by and between TBS INTERNATIONAL LIMITED, a
Bermuda company (the “Company”), and THE BANK OF NEW
YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).

         

        RECITALS

         

        A.           The
Company has duly authorized the issue from time to time of its debentures, notes
or other evidences of indebtedness (the “Securities”) to be issued in
one or more Series.

         

        B.           All
things necessary to make this Indenture a valid, legally binding indenture and
agreement according to its terms have been done.

         

        NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed for the equal and ratable benefit
of the Holders from time to time of the Securities or of Series thereof as
follows.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
1

         

        DEFINITIONS

         

        SECTION
1.01.  Certain Terms
Defined.  Unless otherwise specified as contemplated by Section
2.03 for the Securities of any Series, the following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01.  All
other terms (except as herein otherwise expressly provided or unless the context
otherwise clearly requires) used in this Indenture that are defined in the Trust
Indenture Act or the definitions of which in the Securities Act are referred to
in the Trust Indenture Act, including terms defined therein by reference to the
Securities Act, shall have the meanings assigned to such terms in the Trust
Indenture Act and the Securities Act as in force at the date of this
Indenture.  All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with
GAAP.  The words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole, as supplemented and amended
from time to time, and not to any particular Article, Section or other
subdivision.  The terms defined in this Article 1 have the meanings
assigned to them in this Article 1 and include the plural as well as the
singular.

         

        “Board of Directors” means
either the Board of Directors of the Company or any duly authorized committee of
that Board or any duly authorized committee created by that Board.

         

        “Business Day”, except as may
otherwise be provided in the form of Securities of any particular Series, with
respect to any Place of Payment or place of publication means any day, other
than a Saturday, Sunday or day on which banking institutions are authorized or
required by law or regulation to close in that Place of Payment or place of
publication.

         

        “Class A Common Shares” means the Class
A common shares, par value $0.01 per share, of the Company as they exist on the
date of this Indenture, or any other shares of the Company into which such
shares shall be reclassified or changed.

         

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

         

        “Common Shares” means the Class
A common shares, par value $0.01 per share, of the Company and the Class B
common shares, par value $0.01 per share, of the Company, collectively as they
exist on the date of this Indenture, or any other shares of the Company into
which such shares shall be reclassified or changed.

         

        “Company” means the Person
identified as the “Company” in the first paragraph hereof until a successor
company shall have become such pursuant to the applicable provisions hereof, and
thereafter “Company” shall mean such successor company.

         

        “Corporate Trust Office” means
the principal corporate trust office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date of execution of this Indenture is located at 101 Barclay Street, 4E,
New York, N.Y. 10286, Attn:  Corporate Trust Administration or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company.

         

        “covenant defeasance option”
has the meaning specified in Section 10.01(b).

         

        “Current Market Price” has the
meaning specified in Section 12.05(e).

         

        “defaulted interest” has the
meaning specified in Section 2.07.

         

        “Depository”, with respect to
Securities of any Series for which the Company shall determine that such
Securities will be issued as a Depository Security, means The Depository Trust
Company or another clearing agency or any successor registered under the
Securities Exchange Act or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to Sections 2.03 and
2.13.

         

        “Depository Security”, with
respect to any Series of Securities, means a Security executed by the Company
and authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository’s instruction, all in accordance with this Indenture and pursuant
to a resolution of the Board of Directors or an indenture supplemental hereto as
contemplated by Section 2.03, which shall be registered as to principal and
interest in the name of the Depository or its nominee and shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such Series.

         

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

         

        “Federal Income Tax” means
United States federal income tax.

         

        “GAAP” means such accounting
principles as are generally accepted at the time of any computation
hereunder.

         

        “Government Obligations”,
unless otherwise specified pursuant to Section 2.03, means securities that
are (i) direct obligations of the United States government or
(ii) obligations of a Person controlled or supervised by, or acting as an
agency or instrumentality of, the United States government, the payment of which
obligations is unconditionally guaranteed by such government, and that, in
either case, are full faith and credit obligations of such government and are
not callable or redeemable at the option of the issuer thereof.

         

        “Holder”, “Holder of Securities”, “Registered Holder”, or other
similar terms mean the Person in whose name at the time a particular Security is
registered in the Security register.

         

        “Indenture” means this
instrument as originally executed or as it may from time to time be amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular Series of Securities established
as contemplated by Section 2.03.

         

        “Internal Revenue Service”
means the United States Internal Revenue Service or a successor entity
thereto.

         

        


         

        “Last Sales Price” has the
meaning specified in Section 12.05(e).

         

        “legal defeasance option” has
the meaning specified in Section 10.01(b).

         

        “Nasdaq Market” has the meaning
specified in Section 12.05(e).

         

        “Officers’ Certificate” means a
certificate signed on behalf of the Company by any two authorized executive
officers of the Company and delivered to the Trustee.  Each such
certificate shall include the statements provided for in
Section 13.06.

         

        “Opinion of Counsel” means a
written opinion of legal counsel who may be an employee of or counsel to the
Company.  Each Opinion of Counsel shall include the statements
provided for in Section 13.06, if and to the extent required
hereby.

         

        “original issue date” of any
Security means the date set forth as such on such Security.

         

        “Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.01.

         

        “Outstanding”, when used with
reference to Securities of any Series as of any particular time, subject to the
provisions of Section 7.04, means all Securities of that Series
authenticated and delivered under this Indenture, except:

         

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

         

        (b)           Securities,
or portions thereof, for the payment or redemption of which the necessary funds
in the required currency shall have been deposited in trust with the Trustee or
with any Paying Agent other than the Company, or shall have been set aside,
segregated and held in trust by the Company for the holders of such Securities
if the Company shall act as its own Paying Agent, provided that if such
securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice;

         

        (c)           Securities
in substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.10, except with respect to any
such Security as to which proof satisfactory to the Trustee and the Company is
presented that such Security is held by a person in whose hands such Security is
a legal, valid and binding obligation of the Company;

         

        (d)           Securities
converted into other securities of the Company in accordance with or as
contemplated by this Indenture; and

         

        (e)           Securities
with respect to which the Company has effected defeasance as provided in
Article 10.

         

        “Paying Agent” means any
Person, which may include the Company, authorized by the Company to pay the
principal of or interest, if any, on any Security of any Series on behalf of the
Company.

         

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

         

        “Place of Payment”, when used
with respect to the Securities of any Series, means the place or places where
the principal of and interest on the Securities of that Series are payable as
specified pursuant to Section 3.02.

         

        “Preferred Shares” means any
shares issued by the Company that are entitled to a preference or priority over
the Common Shares upon any distribution of the Company’s assets, whether by
dividend or upon liquidation.

         

        “principal” whenever used with
reference to the Securities or any Security or any portion thereof shall be
deemed to include “and premium, if any.”

         

        “record date” has the meaning
specified in Section 2.07.

         

        “Responsible Officer”, when
used with respect to the Trustee, means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, senior trust officer, trust officer or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the individuals who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office because of his or her knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         

        “Securities Act” means the
Securities Act of 1933, as amended, as in force at the date as of which this
Indenture was originally executed.

         

        “Securities Exchange Act” means
the Securities Exchange Act of 1934, as amended, as in force at the date as of
which this Indenture was originally executed.

         

        “Security” or “Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any
securities authenticated and delivered under this Indenture.

         

        “Security register” has the
meaning specified in Section 2.08.

         

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

         

        “Series” or “Series of Securities” means
all Securities of a similar tenor authorized by a particular resolution of the
Board of Directors or in one or more indentures supplemental
hereto.

         

        “Subsidiary”
means:  (i) a corporation in which the Company and/or one or more
Subsidiaries of the Company directly or indirectly owns, at the date of
determination, a majority of the capital stock with voting power under ordinary
circumstances to elect directors; (ii) a partnership, limited liability
company, joint venture or similar entity in which the Company and/or one or more
Subsidiaries of the Company directly or indirectly holds, at the date of
determination, a majority interest in the equity capital or profits or other
similar interests of such entity; or (iii) any other unincorporated Person
in which the Company and/or one or more Subsidiaries of the Company directly or
indirectly owns at the date of determination (x) at least a majority
ownership interest or (y) the power to elect or direct the election of a
majority of the directors or other governing body of such Person.

         

        “Trading Day” has the meaning
specified in Section 12.05(e).

         

        “Trust Indenture Act”, except
as otherwise provided in Sections 8.01 and 8.02, means the Trust Indenture Act
of 1939, as amended, as in force at the date as of which this Indenture was
originally executed.

         

        “Trustee” means the Person
identified as the “Trustee” in the first paragraph hereof until a successor
Trustee shall have become such pursuant to the applicable provisions hereof, and
thereafter “Trustee” shall mean each Person who is then a Trustee
hereunder.  If at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any Series means the Trustee
with respect to Securities of that Series.

         

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

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
2

         

        SECURITIES

         

        SECTION
2.01.  Forms
Generally.  The Securities of each Series shall be
substantially in such form, including temporary or definitive global form, as
shall be established by or pursuant to a resolution of the Board of Directors or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules
or regulations, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities as evidenced by their execution of the Securities.

         

        The
definitive Securities may be printed or reproduced in any other manner, all as
determined by the officers executing such Securities as evidenced by their
execution of such Securities.

         

        SECTION
2.02.  Form of
Trustee’s Certificate of Authentication.  The Trustee’s
certificate of authentication on all Securities shall be in substantially the
following form:

         

        This is
one of the Securities of the Series designated herein and referred to in the
within-mentioned Indenture.

         

        Dated:  _______________

         

         

                                                , as
Trustee

         

         

        By:  ______________________

                                              Authorized
Signatory

         

         

        -- or
--

         

         

                                                , as
Trustee

         

         

        By:
_______________________

                                            as Authentication
Agent

         

         

        By:  ______________________

                                                 Authorized
Signatory

         

        SECTION
2.03.  Amount
Unlimited; Issuable in Series.  The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is
unlimited.

         

        The
Securities may be issued in one or more Series.  There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any
Series:

         

        (a)           the
title of the Securities of the Series (including CUSIP numbers), which shall
distinguish the Securities of the Series from all other Securities issued by the
Company;

         

        (b)           any
limit upon the aggregate principal amount of the Securities of the Series that
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 2.08,
2.10, 2.12, 8.05 or 11.03;

         

        (c)           the
price at which the Securities of the Series will be issued;

         

        (d)           the
date or dates on which the principal of the Securities of the Series is payable
or the method of determination thereof;

         

        (e)           the
rate or rates, which may be fixed or variable, or the method or methods of
determination thereof, at which the Securities of the Series shall bear interest
(including any interest rates applicable to overdue payments), if any, the date
or dates from which such interest shall accrue, the interest payment dates on
which such interest shall be payable, the record dates for the determination of
Holders to whom interest is payable and the dates on which any other amounts, if
any, will be payable;

         

        (f)           the
place or places where the principal of, premium and other amounts, if any, and
interest, if any, on Securities of the Series shall be payable if other than as
provided in Section 3.02;

         

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

         

        (h)           if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series payable upon declaration of acceleration of
maturity thereof;

         

        (i)           the
obligation, if any, of the Company to redeem, purchase or repay Securities of
the Series whether pursuant to any sinking fund or analogous provisions or
pursuant to other provisions set forth therein or at the option of a Holder
thereof and the price or prices at which and the period or periods within which
and the terms and conditions upon which Securities of the Series shall be
redeemed, purchased or repaid, in whole or in part;

         

        (j)           the
denominations in which Securities of the Series shall be issuable;

         

        (k)           the
form of the Securities, including such legends as required by law or as the
Company deems necessary or appropriate and the form of any temporary global
security that may be issued;

         

        (l)           whether,
and under what circumstances, the Securities of any Series shall be convertible
into other securities of the Company and, if so, the terms and conditions upon
which such conversion will be effected, including the initial conversion price
or rate, the conversion period and other provisions in addition to or in lieu of
those described herein;

         

        (m)           whether
there are any authentication agents, Paying Agents, transfer agents or
registrars with respect to the Securities of such Series;

         

        (n)           whether
the Securities of such Series are to be issuable in whole or in part by one or
more global notes registered in the name of a Depository or its
nominee;

         

        (o)           the
ranking of the Securities of such Series as senior debt securities or
subordinated debt securities;

         

        (p)           if
other than U.S. dollars, the currency, currencies or currency units issued by
the government of one or more countries other than the United States or by any
recognized confederation or association of such governments or a composite
currency the value of which is determined by reference to the values of the
currencies of any group of countries in which the Securities of any Series may
be purchased and in which payments on the Securities of such Series will be made
(which currencies may be different for payments of principal and interest, if
any);

         

        (q)           if
the Securities of any Series will be secured by any collateral, a description of
the collateral and the terms and conditions of the security and realization
provisions;

         

        (r)           the
provisions relating to any guarantee of the Securities of any Series, including
the ranking thereof;

         

        (s)           the
ability, if any, to defer payments of principal, interest, or other amounts;
and

         

        (t)           any
other specific terms or conditions of the Securities of any Series, including
any additional Events of Default or covenants provided for with respect to the
Securities of such Series, and any terms that may be required by or advisable
under applicable laws or regulations.

         

        All
Securities of any one Series shall be substantially identical except as to
denomination and except as otherwise may be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto.  The Securities of any one Series need not be issued at the
same time, and unless otherwise provided, a Series may be reopened for issuances
of additional Securities of such Series.

         

        SECTION
2.04.  Authentication and
Delivery of Securities.  At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any Series executed by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery such Securities to or upon the written order of the Company, signed
by both (y) the chairman of its Board of Directors, or its president or any
vice president, and (z) its treasurer or any assistant treasurer or its
secretary or any assistant secretary.  At the time of the
authentication of a Series of Securities, or the first authentication of a
Series of Securities that provides for the issuance of Securities of that Series
from time to time, and accepting the additional responsibilities under this
Indenture in relation to any such Series of Securities, the Trustee shall be
provided with and subject to Section 6.01 shall be fully protected in
relying upon:

         

        (a)           a
copy of any resolution or resolutions of the Board of Directors relating to such
Series, in each case certified by the secretary or an assistant secretary of the
Company;

         

        (b)           a
supplemental indenture, if any;

         

        (c)           an
Officers’ Certificate setting forth the form and terms of the Securities of such
Series as required pursuant to Sections 2.01 and 2.03, respectively, and
prepared in accordance with Section 13.06; and

         

        (d)           an
Opinion of Counsel, prepared in accordance with Section 13.06, which shall
state:

         

        (i)           that
the form or forms and terms of such Series of Securities have been established
by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Sections 2.01 and 2.03 in conformity with the
provisions of this Indenture;

         

        (ii)           that
such Series of Securities have been duly authorized and, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such opinion of counsel, will constitute valid and
binding obligations of the Company enforceable, in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or other laws relating to or affecting the enforcement of
creditors’ rights generally and by general equitable principles, regardless of
whether such enforceability is considered in a proceeding in equity or at law;
and

         

        (iii)           that
all conditions precedent to the execution and delivery by the Company of such
Series of Securities have been complied with.

         

        The
Trustee shall have the right to decline to authenticate and deliver any Series
of Securities under this Section 2.04 if the issue of such Series of
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under this Indenture in a manner not reasonably acceptable
to the Trustee.

         

        SECTION
2.05.  Execution of
Securities.  The Securities shall be signed on behalf of the
Company by both (a) the chairman of its Board of Directors or its president
or any vice president and (b) its treasurer or any assistant treasurer or
its secretary or any assistant secretary.  Such signatures may be the
manual or facsimile signatures of such officers.  The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities.  Typographical
and other minor errors or defects in any such reproduction of the seal or any
such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.

         

        In case
any officer of the Company who shall have signed any of the Securities shall
cease to be such officer before the Security so signed shall be authenticated
and delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security had not ceased to be such officer of the
Company.  Any Security may be signed on behalf of the Company by such
individuals as, at the actual date of the execution of such Security, shall be
the proper officers of the Company, although at the date of the execution and
delivery of this Indenture any such individual was not such an
officer.

         

        SECTION
2.06.  Certificate
of Authentication.  Only such Securities as shall bear thereon
a certificate of authentication substantially in the form set forth in
Section 2.02 and executed by the Trustee by the manual signature of one of
its authorized signatories shall be valid or obligatory for any
purpose.  Such certificate by the Trustee upon any Security executed
by the Company shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder.

         

        SECTION
2.07.  Denomination
and Date of Securities; Payments of Interest.  The Securities
shall be issuable in denominations as shall be specified as contemplated by
Section 2.03.  In the absence of any such specification with
respect to the Securities of any Series, Securities shall be issuable in
denominations of $1,000 and any integral multiple thereof, and interest shall be
computed on the basis of a 360-day year of twelve 30-day months.  The
Securities shall be numbered, lettered or otherwise distinguished in such manner
or in accordance with such plan as the officers of the Company executing the
same may determine with the approval of the Trustee as evidenced by its
execution and authentication thereof.

         

        Each
Security shall be dated the date of its authentication.

         

        Unless
otherwise provided as contemplated by Section 2.03, interest on any
Security that is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the person in whose name that Security
(or one or more predecessor securities) is registered at the close of business
on the regular record date for the payment of such interest.

         

        The term
“record date” as used
with respect to any interest payment date (except for a date for payment of
defaulted interest) means the date specified as such in the terms of the
Securities of any particular Series or, if no such date is so specified, the
close of business on the fifteenth day preceding such interest payment date,
whether or not such record date is a Business Day.

         

        Any
interest on any Security of any Series that is payable but not punctually paid
or duly provided for (“defaulted interest”) on any
interest payment date shall forthwith cease to be payable to the Registered
Holder on the relevant record date by virtue of such Holder having been a Holder
on such record date.  Such defaulted interest may be paid by the
Company, at its election in each case, as provided in clause (a) or
clause (b) below:

         

        (a)           The
Company may elect to make payment of any defaulted interest to the persons in
whose names any such Securities (or their respective predecessor Securities) are
registered at the close of business on a special record date for the payment of
such defaulted interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Security of such Series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee funds equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed
payment.  Such funds when deposited shall be held in trust for the
benefit of the Persons entitled to such defaulted interest as provided in this
clause (a).  Thereupon the Trustee shall fix a special record
date for the payment of such defaulted interest in respect of Securities of such
Series, which shall be not more than 15 nor less than ten days prior to the date
of the proposed payment and not less than ten days after the receipt by the
Trustee of the notice of the proposed payment.  The Trustee promptly
shall notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the special record date thereof to be mailed, first class
postage prepaid, to each Registered Holder at his address as it appears in the
Security register, not less than ten days prior to such special record
date.  Notice of the proposed payment of such defaulted interest and
the special record date therefor having been mailed as aforesaid, such defaulted
interest in respect of Securities of such Series shall be paid to the persons in
whose names such Securities (or their respective predecessor Securities) are
registered on such special record date and such defaulted interest shall no
longer be payable pursuant to the following clause (b).

         

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

         

        Subject
to the foregoing provisions of this Section 2.07, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

         

        SECTION
2.08.  Registration,
Registration of Transfer and Exchange.  The Company will cause
to be kept at each office or agency to be maintained for the purpose as provided
in Section 3.02 a register or registers (the “Security register”) in which,
subject to such reasonable regulations as it may prescribe, the Company will
provide for the registration and the registration of transfer of the
Securities.  The Trustee is hereby appointed Security registrar for
purposes of registering, and registering transfers of, the
Securities.

         

        Upon
surrender for registration of transfer of any Security of any Series at any such
office or agency to be maintained for the purpose as provided in
Section 3.02, the Company shall execute, and the Trustee shall authenticate
and make available for delivery in the name of the transferee or transferees, a
new Security or Securities of the same Series and of like tenor and containing
the same terms (other than the principal amount thereof, if more than one
Security is executed, authenticated and delivered with respect to any security
so presented, in which case the aggregate principal amount of the executed,
authenticated and delivered Securities shall equal the principal amount of the
Security presented in respect thereof) and conditions.

         

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

         

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

         

        No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of an amount sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 2.12, 8.05 or 11.03 not involving any transfer.

         

        The
Company shall not be required (i) to issue, register the transfer of or
exchange any Security during the 15-day period prior to the day of mailing of
the relevant notice of redemption or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except, in
the case of any Security to be redeemed in part, the portion thereof not
redeemed.

         

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

         

        SECTION
2.10.  Mutilated,
Defaced, Destroyed, Lost and Stolen Securities.  Unless
otherwise specified as contemplated by Section 2.03 of any Series, in case any
temporary or definitive Security shall become mutilated or defaced or be
destroyed, lost or stolen, the Company shall execute, and upon the written
request of any officer of the Company, the Trustee shall authenticate and make
available for delivery a new Security of the same Series and of like tenor and
principal amount and with the same terms and conditions, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security or in lieu of and substitution for the Security so destroyed,
lost or stolen.  In every case the applicant for a substitute Security
shall furnish to the Company and to the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

         

        Upon the
issuance of any substitute Security, the Company may require the payment of an
amount sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses, including the reasonable
fees and expenses of the Trustee, connected therewith.  In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company, instead of issuing a substitute Security, may pay or
authorize the payment of the same without surrender thereof except in the case
of a mutilated or defaced Security.  The applicant for such payment
shall furnish to the Company and to the Trustee such security or indemnity as
any of them may require to save each of them harmless.  In every case
of destruction, loss or theft, the applicant also shall furnish to the Company
and the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

         

        Every
substitute Security issued pursuant to the provisions of this Section 2.10
by virtue of the fact that any Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone and shall be entitled to all the benefits of and shall be subject to all
the limitations of rights set forth in this Indenture equally and
proportionately with any and all other Securities duly authenticated and
delivered hereunder.  All Securities shall be held and owned upon the
express condition that, to the extent permitted by law, the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, defaced,
destroyed, lost or stolen Securities and shall preclude any and all other rights
or remedies, notwithstanding any law or statute to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         

        SECTION
2.11.  Cancellation
of Securities.  All Securities surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any
payment in respect of a sinking or analogous fund, if surrendered to the Company
or any agent of the Company or the Trustee shall be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it in
accordance with its customary procedures; and no Securities shall be issued in
lieu thereof except as expressly permitted by the provisions of this
Indenture.  The Company at any time may deliver to the Trustee for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold and all Securities so delivered shall be promptly
cancelled by the Trustee.  The Trustee shall return cancelled
Securities held by it to the Company, upon written request.  If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless the same are delivered to the Trustee for
cancellation.

         

        SECTION
2.12.  Temporary
Securities.  Pending the preparation of definitive Securities
for any Series, the Company may execute and the Trustee shall authenticate and
make available for delivery temporary Securities for such Series, which may be
printed, typewritten or otherwise reproduced, in each case in form reasonably
acceptable to the Trustee.  Temporary Securities of any Series may be
issued in any authorized denomination and substantially in the form of the
definitive Securities of such Series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the reasonable concurrence of the
Trustee.  Temporary Securities may contain such reference to any
provisions of this Indenture as may be appropriate.  Every temporary
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities.  Without unreasonable delay the
Company shall execute and shall furnish definitive securities of such Series and
thereupon temporary Securities of such Series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Company
for that purpose pursuant to Section 3.02, and the Trustee shall
authenticate and make available for delivery in exchange for such temporary
Securities of such Series a like aggregate principal amount of definitive
Securities of the same Series of authorized denominations.  Until so
exchanged, the temporary Securities of any Series shall be entitled to the same
benefits under this Indenture as definitive Securities of such
Series.

         

        SECTION
2.13.  Securities in
Global Form.  If Securities of a Series are issuable in global
form, as specified as contemplated by Section 2.03, then such global
form of Security shall represent such of the Outstanding Securities of such
Series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges.  Any endorsement of
a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby may be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company order to be delivered to the
Trustee pursuant to Section 2.04.  Subject to the provisions of
Section 2.04, the Trustee shall deliver and redeliver any Security in
definitive global form in the manner and upon written instructions given by the
Person or Persons specified therein or in the applicable Company
order.  If a Company order pursuant to Section 2.04 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing.

         

        Unless
otherwise specified as contemplated by Section 2.03, payment of principal
of and any interest on any Security in definitive global form shall be made to
the Person or Persons specified therein.

         

        Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee, and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of or interest on such Security and
for all other purposes whatsoever, whether or not such Security shall be
overdue, and neither the Company, the Trustees nor any agent of the Company or
the Trustee will be affected by notice to the contrary.

         

        If The
Depository Trust Company is at any time unwilling or unable to continue as
Depository or if at any time The Depository Trust Company ceases to be a
clearing agency registered under the Securities Exchange Act if so required by
applicable law or regulation, and, in either case, a successor Depository is not
appointed within 90 days, certificated Securities will be issued in exchange for
the global Securities.  In addition, the Company may determine, at any
time and subject to the procedures of The Depository Trust Company, not to have
any Securities represented by one or more global Securities, and, in such event,
shall issue individual Securities in certificated form in exchange for the
relevant global Securities.  Beneficial interests in global
Securities will also be exchangeable for individual Securities in certificated
form in the event of a default or an Event of Default, upon prior written notice
to the Trustee by or on behalf of The Depository Trust Company or at the written
request of the owner of such beneficial interests, in each case, in accordance
with the terms hereof.  In any of the foregoing circumstances, an
owner of a beneficial interest in a global Security shall be entitled to
physical delivery of individual Securities in certificated form of like
tenor and rank, equal in principal amount to such beneficial interest, and to
have such Securities in certificated form registered in its name.

         

        SECTION
2.14.  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.  Any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities.  No such redemption shall be
affected by any defect in or omission of such numbers.  The Company
promptly will notify the Trustee of any change in the CUSIP
numbers.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
3

         

        COVENANTS
OF THE COMPANY

         

        SECTION
3.01.  Payment of
Principal and Interest.  The Company covenants and agrees for
the benefit of each particular Series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such Series in accordance with the terms of the Securities of
such Series and this Indenture.

         

        SECTION
3.02.  Offices for
Payment, Etc.  So long as any of the Securities remain
outstanding, the Company will maintain the following for each
Series:  an office or agency where the Securities may be presented for
payment or conversion; where the Securities may be presented for registration of
transfer and for exchange; and where notices and demands to or upon the Company
in respect of the Securities or of this Indenture may be served.  The
Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof.  In case the
Company shall fail to so designate or maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
Corporate Trust Office.  Unless otherwise specified pursuant to
Section 2.03, the Trustee is hereby appointed Paying Agent.

         

        SECTION
3.03.  Paying
Agents.  Whenever the Company shall appoint a Paying Agent
other than the Trustee with respect to the Securities of any Series, it will
cause such Paying Agent to execute and deliver to the Trustee an instrument in
which such Agent shall agree with the Trustee, subject to the provisions of this
Section 3.03:

         

        (a)           that
it will hold all amounts received by it as such Paying Agent for the payment of
the principal of or interest on the Securities of such Series in trust for the
benefit of the Holders of the Securities of such Series and, upon the occurrence
of an Event of Default and upon the written request of the Trustee, pay over all
such amounts received by it to the Trustee; and

         

        (b)           that
it will give the Trustee notice of any failure by the Company or by any other
obligor on the Securities of such Series to make any payment of the principal of
or interest on the Securities of such Series when the same shall be due and
payable.

         

        One
Business Day prior to each due date of the principal of or interest on the
Securities of such Series, the Company will deposit with the Paying Agent
sufficient funds to pay such principal or interest so becoming due and, unless
such Paying Agent is the Trustee, notify the Trustee of any failure to take such
action.

         

        If the
Company shall act as its own Paying Agent with respect to the Securities of any
Series, on or before each due date of the principal of or interest on the
Securities of such Series it will set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such Series sufficient funds to pay
such principal or interest so becoming due.  The Company will promptly
notify the Trustee of any failure to take such action.

         

        At any
time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all Series of Securities or for any other reason, the Company may
pay or cause to be paid to the Trustee all amounts held in trust for any such
Series by the Company or any Paying Agent, such amounts to be held by the
Trustee in trust pursuant to this Indenture.

         

        The
agreement to hold amounts in trust as provided in this Section 3.03 is subject
to the provisions of Sections 10.03 and 10.04.

         

        SECTION
3.04.  Officers’
Certificate.  The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year, an Officers’ Certificate
indicating whether the officers signing such Officers’ Certificate on behalf of
the Company know of any default with respect to the Securities of any Series
that occurred during the previous year.  The Company also shall
deliver to the Trustee, within 30 days after the occurrence thereof, written
notice of any Event of Default with respect to the Securities of any Series, the
status and what action the Company is taking or proposes to take in respect
thereof.

         

        SECTION
3.05.  Calculation
of Original Issue Discount.  The Company shall file with the
Trustee, within 30 days after the end of each calendar year, a written notice
specifying the amount of original issue discount, if any, including daily rates
and accrual periods, accrued on each Series of Outstanding Original Issue
Discount Securities as of the end of such year.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
4

         

        HOLDERS’
LISTS AND REPORTS BY THE COMPANY

         

        SECTION
4.01.  Company to
Furnish Trustee Information as to Names and Addresses of
Holders.  Unless otherwise contemplated by Section 2.03 for the
Securities of any Series, the Company will furnish or cause to be furnished to
the Trustee a list in such form as the Trustee reasonably may require of the
names and addresses of the Holders of the Securities of each
Series:

         

        (a)           semiannually,
and not more than 15 days after each record date for the payment of
interest on such Securities, as of such record date; and

         

        (b)           at
such other times as the Trustee reasonably may request in writing, within
30 days after receipt by the Company of any such request, such list to be
as of a date not more than 15 days prior to the time such information is
furnished;

         

        provided
that, if the Trustee shall be the Security registrar for such Series, such list
shall not be required to be furnished.

         

        SECTION
4.02.  Preservation
and Disclosure of Holders’ Lists.

         

         

        (a)           The
Trustee will preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 4.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.  The
Trustee may destroy any list furnished to it as provided in Section 4.01 upon
receipt of a new list so furnished.

         

         

        (b)           The
rights of the Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, will be as provided by Section 312(b) of
the Trust Indenture Act.

         

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

         

        
                
SECTION 4.03.  Reports by the
Company.  So long as any Securities are outstanding, the
Company will file with the Trustee, within 15 days after it files them with the
Commission, copies of its annual reports and the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act or, if the obligor is not required
to file information, documents, or reports pursuant to either of such sections,
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed by the Commission, such supplementary and periodic
information, documents, and reports which may be required pursuant to Section 13
of the Securities Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed in such rules and
regulations.  The Company shall also comply with the other provisions
of Section 314(a) of the Trust Indenture Act.

           

                Delivery
of such reports, information and documents to the Trustee 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).




        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ARTICLE
5

         

        REMEDIES
OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

         

        SECTION
5.01.  Event of
Default Defined; Acceleration of Maturity; Waiver of
Default.  “Event of Default”, with
respect to Securities of any Series, means, unless otherwise specified as
contemplated by Section 2.03 for the Securities of any Series, any one of the
following events which shall have occurred and be continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless it is either inapplicable to a
particular Series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or resolution of the Board of Directors establishing
such Series of Securities or in the form of Security for such
Series:

         

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

         

        (b)           default
in the payment of all or any part of the principal of any of the Securities of
such Series as and when the same shall become due and payable, either at
maturity, upon any redemption or repurchase, by declaration or
otherwise;

         

        (c)           default
in the performance or breach of any covenant or warranty contained in the
Securities of such Series or in this Indenture (other than (x) the failure to
comply with any covenant or agreement contained in Section 314(a)(1) of the
Trust Indenture Act or Section 4.03 or (y) a default in the performance or
breach of a covenant or warranty a default in whose performance or whose breach
is elsewhere in this Section 5.01 specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of one or more Series of
Securities other than that Series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that Series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder;

         

        (d)           the
Company (i) pursuant to or within the meaning of any bankruptcy law commences a
voluntary case, consents to the entry of an order for relief against it in an
involuntary case, consents to the appointment of a custodian of it or for any
substantial part of its property, or makes a general assignment for the benefit
of its creditors or takes any comparable action under any foreign laws relating
to insolvency; or (ii) a court of competent jurisdiction enters an order or
decree under any bankruptcy law that is for relief against the Company in an
involuntary case, appoints a custodian of the Company or for any substantial
part of its property, or orders the winding up or liquidation of the Company or
any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 90 days; or;

         

        (e)           any
other Event of Default (including Events of Default replacing or supplementing
the foregoing) provided with respect to Securities of such Series in the
supplemental indenture or resolution of the Board of Directors establishing such
Series.

         

        Any
failure to perform, or breach of, any covenant or agreement of the Company in
respect of the Securities of such Series contained in Section 314(a)(1) of the
Trust Indenture Act or Section 4.03 shall not be a default or an Event of
Default.  Remedies against the Company for any such failure or breach
will be limited to liquidated damages as described in the following sentence,
and Holders shall not have any right to accelerate the maturity of the
Securities of such Series as a result of any such failure or
breach.  Instead, if there is such a failure or breach of the
Company’s obligation under Section 314(a)(1) of the Trust Indenture Act or
Section 4.03 and continuance of such failure or breach for a period of 90 days
after the date on which there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of all Series
affected thereby, a written notice specifying such failure or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Reporting Noncompliance" hereunder, the Company will pay liquidated damages to
all Holders of Securities of such Series, at a rate per year equal to 0.25% of
the principal amount of such Securities from the 90th day following such notice
to and including the 150th day following such notice and at a rate per year
equal to 0.5% of the principal amount of such Securities from and including the
151st day following such notice, until such failure or breach is
cured.  Any such liquidated damages shall be payable in the same
manner and on the same dates as the stated interest payable on the Securities of
such Series.  In the event that the Company is required to pay such
liquidated damages, the Company shall provide a written notice to the Trustee
(and if the Trustee is not the paying agent, the paying agent) no later then
five Business Days prior to the payment date for the payment of such liquidated
damages setting forth the amount of such liquidated damages to be paid by the
Company on such payment date and directing the Trustee (or, if the Trustee is
not the paying agent, the paying agent) to make such payment to the extent it
receives funds from the Company to do so.  The Trustee shall not at
any time be under any duty or responsibility to any holder of Securities to
determine whether such liquidated damages are payable, or with respect to the
nature, extent or calculation of the amount of liquidated damages
owed.

         

        If an
Event of Default occurs under clause (d) above, the principal of and interest on
all the Securities of such Series shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders
of any Series.

         

        Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, if an Event of Default (other than an Event of Default occurring as
a result of clause (d)) with respect to the Securities of any Series shall have
occurred and be continuing, either the Trustee or the Holders of not less than
25% in aggregate principal amount of the Securities of such Series then
Outstanding by notice to the Company may declare the principal amount of all the
Securities of such Series and accrued and unpaid interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable.  This provision, however, is
subject to the condition that if at any time after the principal of the
Securities of such Series shall have been so declared due and payable, and
before any judgment or decree for the payment of the amounts due shall have been
obtained or entered as hereinafter provided, the Company shall have paid or
deposited with the Trustee sufficient funds to pay all matured installments of
interest, if any, upon all the Securities of such Series and the principal of
the Securities of such Series that shall have become due other than by such
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, upon overdue installments
of interest, at the rate borne by the Securities of such Series to the date of
such payment or deposit) and all other defaults under this Indenture, other than
the nonpayment of the principal of Securities of such Series that shall have
become due by such acceleration, shall have been remedied, then and in every
such case the Holders of a majority in aggregate principal amount at maturity of
the Securities of such Series then Outstanding, by written notice to the Company
and to the Trustee for the Securities of such Series, may waive all defaults and
rescind and annul such declaration and its consequences; but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

         

         

        Subject
to the provisions of Article 6, in case an Event of Default with respect to the
Securities of any Series shall occur and be continuing, the Trustee shall not be
under any obligation to exercise any of the trusts or powers vested in it hereby
at the request or direction of any Holder of such Series, unless such Holder
shall have offered to such Trustee security or indemnity reasonably satisfactory
to it.

         

        Additional
terms and conditions with respect to the rights of Holders of the Securities of
a particular Series (including as to rights to rescind an acceleration of the
payment of principal and interest) and the rights and obligations of the
Trustee, in each case, in connection with a default or Event of Default, may be
specified as contemplated by Section 2.03 for the Securities of any
Series.

         

        SECTION
5.02.  Collection of
Indebtedness by Trustee; Trustee May Prove Debt.  If the
Company shall fail to pay any installment of interest on any of the Securities
of any Series when such interest shall have become due and payable, and such
default shall have continued for a period of 30 days, or shall fail to pay
the principal of any of the Securities of any Series when the same shall have
become due and payable, whether upon maturity of the Securities of such Series
or upon any redemption or by declaration or otherwise, then upon demand of the
Trustee for the Securities of such Series, the Company will pay to the Trustee
for the Securities of such Series for the benefit of the Holders of the
Securities of such Series the whole amount that then shall have become due and
payable on all Securities of such Series for principal of or interest, as the
case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the rate
of interest specified in the Securities of such Series) and such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to and expenses incurred by the Trustee and each
predecessor Trustee and their respective agents, attorneys and
counsel.

         

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

         

        If the
Company shall fail to pay such amounts upon such demand, the Trustee for the
Securities of such Series, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the amounts so due and unpaid.  In any
such case, the Trustee may prosecute any such action or proceedings to judgment
or final decree and may enforce any such judgment or final decree against the
Company and collect in the manner provided by law out of the property of the
Company, wherever situated, the amounts adjudged or decreed to be
payable.

         

        If
(i) there shall be pending proceedings relative to the Company under
Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or other similar law, (ii) a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Company or its
property or (iii) any other comparable judicial proceedings relative to the
Company under the Securities of any Series, or to the creditors or property of
the Company, shall be pending, and irrespective of whether the principal of any
Securities shall then be due and payable or whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.02, the Trustee
shall be entitled and empowered, by intervention in such proceedings or
otherwise:

         

        (a)           to
file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Securities of any Series and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to, and
expenses incurred by, the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel) and of the Holders allowed in any
judicial proceedings relative to the Company or other obligor upon all
Securities of any Series, or to the creditors or property of the Company or such
other obligor; and

         

        (b)           to
collect and receive any funds or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the Holders and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official is hereby authorized by each of
the Holders to make payments to the Trustee for the Securities of such Series,
and, in the event that such Trustee shall consent to the making of payments
directly to the Holders, to pay to such Trustee such amounts as shall be
sufficient to cover reasonable compensation to and expenses incurred by such
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel and all other amounts due to such Trustee or any predecessor Trustee
pursuant to Section 6.07.

         

        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 thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         

        All
rights of action and of asserting claims under this Indenture or under any of
the Securities may be enforced by the Trustee for the Securities of such Series
without the possession of any of the Securities of such Series or the production
thereof at any trial or other proceedings relative thereto.  Any such
action or proceedings instituted by the Trustee shall be brought in its own name
as trustee of an express trust.  Any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities in respect of which such action
was taken.

         

        In any
proceedings brought by the Trustee for the Securities of such Series, the
Trustee shall be held to represent all the Holders of the Securities in respect
of which such action was taken, and it shall not be necessary to make any
Holders of such Securities parties to any such proceedings.

         

        SECTION
5.03.  Application
of Proceeds.  Any amounts collected by the Trustee for the
Securities of such Series pursuant to this Article 5 in respect of the
Securities of any Series shall be applied in the following order at the date or
dates fixed by such Trustee and, in case of the distribution of such amounts on
account of principal or interest, upon presentation of the several Securities in
respect of which amounts have been collected and stamping or otherwise noting
thereon the payment, or issuing Securities of such Series in reduced principal
amounts in exchange for the presented Securities of like Series if only
partially paid, or upon surrender thereof if fully paid:

         

        FIRST:  To
the payment of costs and expenses applicable to such Series in respect of which
amounts have been collected, including reasonable compensation to and expenses
incurred by the Trustee and each predecessor Trustee and their respective agents
and attorneys and all other amounts due to the Trustee or any predecessor
Trustee pursuant to Section 6.07;

         

        SECOND:  To
the payment of the amounts then due and unpaid for principal of and interest on
the Securities of such Series in respect of which amounts have been collected,
such payments to be made ratably to the persons entitled thereto, without
discrimination or preference, according to the amounts then due and payable on
such Securities and any such debt for principal and interest; and

         

        THIRD:  To
the payment of the remainder, if any, to the Company or as a court of competent
jurisdiction may direct.

         

        SECTION
5.04.  Restoration
of Rights on Abandonment of Proceedings.  If the Trustee for
the Securities of any Series shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee, the
Company and the Trustee, subject to the determination in any such proceeding,
shall be restored to their former positions and rights hereunder, and all
rights, remedies and powers of the Company, the Trustee and the Holders shall
continue as though no such proceedings had been taken.

         

        SECTION
5.05.  Limitations
on Suits by Holders.  No Holder of any Security of any Series
shall have any right, by virtue or by availing of any provision of this
Indenture, to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise with respect to this Indenture, or for the appointment
of a trustee, receiver, liquidator, custodian or other similar official or for
any other remedy hereunder, unless such Holder previously shall have given to
the Trustee written notice of an Event of Default and of the continuance thereof
and the Holders of not less than 25% in aggregate principal amount of the
Securities of such Series then Outstanding shall have made written request upon
the Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee security or indemnity
satisfactory to it as it may require, against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of security or indemnity
shall have failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
during such 60-day period by Holders of a majority in principal amount of the
Securities of such Series then Outstanding; it being understood and intended,
and being expressly covenanted by the Holder of every Security with every other
Holder of a Security and the Trustee, that no one or more Holders of Securities
of any Series shall have any right in any manner whatever, by virtue or by
availing of any provision of this Indenture, to affect, disturb or prejudice the
rights of any other such Holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable
Series.

         

        SECTION
5.06.  Unconditional
Right of Holders to Institute Certain Suits.  Notwithstanding
any provision in this Indenture and any provision of any Security of such
Series, the right of any Holder of any Security to receive payment of the
principal of and (subject to Section 2.07) interest on such Security at the
respective rates, in the respective amount on or after the respective due dates
expressed in such Security of such Series, or to institute 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
5.07.  Powers and
Remedies Cumulative; Delay or Omission Not Waiver of
Default.  Except as provided in Sections 2.10 and 5.05, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy, to the extent permitted by law, shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         

        No delay
or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
Event of Default or an acquiescence therein.  Subject to
Section 5.05, every power and remedy given by this Indenture or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or the Holders.

         

        SECTION
5.08.  Control by
Holders.  The Holders of a majority in aggregate principal
amount of the Securities of each Series affected at the time Outstanding shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred by this Indenture on the Trustee with respect to the Securities
of such Series.  The Trustee shall have the right to decline to follow
any such direction if (i) such direction shall conflict with law or the
provisions of this Indenture or any indenture supplemental hereto, (ii) the
Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or (iii) the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all Series so affected not joining in the giving of said
direction, it being understood that the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

         

        SECTION
5.09.  Waiver of
Past Defaults.  The Holders of a majority in aggregate
principal amount of the Securities of such Series at the time Outstanding, on
behalf of the Holders of all the Securities of such Series, may waive any past
default hereunder or its consequences, except a default in the payment of the
principal of or interest on any of the Securities of such Series.

         

        Upon any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

         

        SECTION
5.10.  Right of
Court to Require Filing of Undertaking to Pay Costs.  Any court in
its discretion may require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit.  Any such
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant.  The provisions of this Section 5.10 shall not apply,
however, to any suit instituted by the Trustee, to any suit instituted by any
Holder or group of Holders of any Series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such Series or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or interest on any Security on or after the due date expressed in such
Security.

         

        SECTION
5.11.  Suits for
Enforcement.  If an Event of Default has occurred, has not been
waived and is continuing, the Trustee in its discretion may proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
6

         

        CONCERNING
THE TRUSTEE

         

        SECTION
6.01.  Duties of
Trustee.

         

        (a)           If
an Event of Default has occurred and is continuing with respect to the
Securities of any Series, the Trustee shall exercise 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 the Securities of
any Series:

         

        (i)           the
Trustee need perform only those duties that are specifically set forth in this
Indenture and the Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and

         

        (ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any 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 provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).

         

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

         

        (i)           this
paragraph (c) does not limit the effect of paragraph (b) of this
Section 6.01;

         

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

         

        (iii)           the
Trustee shall 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 5.08.

         

        (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this
Section 6.01.

         

        (e)           No
provision of this Indenture shall require the Trustee to extend or risk its own
funds or otherwise incur any financial liability unless it receives indemnity
satisfactory to it against any loss, liability or expense.

         

        (f)           Amounts
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any amounts received by it hereunder except as
otherwise agreed in writing with the Company.

         

        SECTION
6.02.  Rights of
Trustee.

         

        (a)           The
Trustee may conclusively rely on, and shall be fully protected in relying 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.  The Trustee shall 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.

         

        (c)           Subject
to the provisions of Section 6.01(c), the Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

         

        (d)           Before
the Trustee acts or refrains from acting, the Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon
in accordance with such advice or Opinion of Counsel.

         

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

         

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

         

        (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, Officers’ Certificate or other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security or other paper or
document.

         

        (h)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

         

        (i)           The
Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part of the
Company, except as otherwise set forth herein, but the Trustee may require of
the Company full information and advice as to the performance of the covenants,
conditions and agreements contained herein and shall be entitled in connection
herewith to examine the books, records and premises of the Company.

         

        (j)           The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty and the Trustee shall not be answerable for other
than its negligence or willful default.

         

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

         

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

         

         

        (m) Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a written order of the Company and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution of the Board of
Directors.

         

         

        (n) The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

         

         

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

         

        SECTION
6.03.  Individual
Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.  Any Paying Agent, registrar or co-registrar may do the
same with like rights.  However, the Trustee must comply with
Sections 6.10 and 6.11.

         

        SECTION
6.04.  Trustee’s
Disclaimer.  The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities.  The Trustee
shall not be accountable for the Company’s use of the proceeds from the
Securities and shall not be responsible for any statement in any registration
statement for the Securities filed with the Commission under the Securities Act
(other than its Statement of Eligibility on Form T-1) or in the Indenture
(other than its eligibility under Section 6.10) or the Securities (other
than its certificate of authentication).

         

        SECTION
6.05.  Notice of
Defaults.  If a default occurs and is continuing with respect
to the Securities of any Series and is known to the Trustee, the Trustee shall
mail to each Holder of the Securities of such Series notice of such default
within 90 days after the Trustee obtains knowledge of such
default.  Except in the case of a default in the payment of the
principal of or interest on the Securities of any Series, including payments
pursuant to the redemption provisions of the Securities of such Series, the
Trustee may withhold notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding such notice is in the
interests of Holders of such Series.

         

        SECTION
6.06.  Reports by
Trustee to Holders.  So long as the Securities of any Series
are Outstanding, within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder of
any such Series and each other Person specified in Section 313(c) of the
Trust Indenture Act a brief report dated as of such May 15 that complies with
Section 313(a) of the Trust Indenture Act to the extent required
thereby.  The Trustee also shall comply with Section 313(b) of
the Trust Indenture Act.

         

        The
Trustee will file a copy of each report, at the time of its mailing to Holders
of any Series, with the Commission and each securities exchange on which the
Securities of any Series are listed.  The Company promptly will notify
the Trustee whenever the Securities of any Series become listed on any
securities exchange and of any delisting thereof.

         

        SECTION
6.07.  Compensation
and Indemnity.  The Company:

         

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

         

        (b)           will
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture, including the reasonable compensation and
expenses of its agents and counsel, except to the extent any such compensation
or expense may be attributable to its own negligence or willful misconduct;
and

         

        (c)           will
indemnify the Trustee for, and to hold it harmless against, any loss, liability,
claim, damage or expense arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent that
any such loss, liability or expense may be attributable  to its own
negligence or willful misconduct.

         

        As
security for the performance of the Company’s obligations under this
Section 6.07, the Trustee shall have a lien prior to the Securities on all
funds or property held or collected by the Trustee, except for those funds that
are held in trust to pay the principal of or interest, if any, on particular
Securities.

         

        “Trustee”
for purpose of this Section 6.07 includes any predecessor trustee; provided
that the negligence or willful misconduct of any Trustee shall not be
attributable to any other Trustee.

         

        The
Company’s payment obligations pursuant to this Section 6.07 shall
constitute additional indebtedness hereunder and shall survive the discharge and
termination of this Indenture and resignation or removal of the
Trustee.  When the Trustee incurs expenses after the occurrence of a
default specified in Section 5.01(d), such expenses, including reasonable
fees and expenses of counsel, are intended to constitute expenses of
administration under bankruptcy law.

         

        SECTION
6.08.  Replacement
of Trustee.  The Trustee may resign at any time with respect to
Securities of one or more Series by so notifying the Company.  No such
resignation, however, shall be effective until a successor Trustee has accepted
its appointment pursuant to this Section 6.08.  The Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
Series may remove the Trustee with respect to such Series by so notifying the
Trustee and the Company.  The Company shall remove the Trustee
if:

         

        (a)           the
Trustee fails to comply with Section 6.10;

         

        (b)           the
Trustee is adjudged bankrupt or insolvent;

         

        (c)           a
receiver or public officer takes charge of the Trustee or its property;
or

         

        (d)           the
Trustee otherwise becomes incapable of acting.

         

        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 shall promptly appoint, by resolution of its Board of Directors, a
successor Trustee with respect to the Securities of such Series.

         

        A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture with respect to the Securities of such Series.  The
successor Trustee shall mail a notice of its succession to Holders so
affected.  The retiring Trustee shall promptly transfer all funds and
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 6.07.

         

        If a
successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
each affected Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         

        If the
Trustee fails to comply with Section 6.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         

        SECTION
6.09.  Successor
Trustee by Merger.  If the Trustee consolidates with, merges or
converts into or transfers all or substantially all its corporate trust business
or assets to another corporation, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.

         

        SECTION
6.10.  Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a)(1) of the Trust Indenture
Act.  The Trustee shall have a combined capital and surplus of at
least $150,000,000 as set forth in its most recent published annual report of
condition.  Neither the Company nor any person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee hereunder.  The Trustee shall comply with
Section 310(b) of the Trust Indenture Act.

         

        SECTION
6.11.  Preferential
Collection of Claims Against Company.  The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture
Act.  A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated
therein.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
7

         

        CONCERNING
THE HOLDERS

         

        SECTION
7.01.  Evidence of
Action Taken by Holders.

         

        (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Holders of any or all Series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of Holders in person or by agent duly appointed in
writing.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee.  Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and, subject to Sections 6.01 and 6.02, conclusive in favor of the Trustee
and the Company, if made in the manner provided in this
Article 7.

         

        (b)           The
ownership of Securities shall be proved by the Security register.

         

        SECTION
7.02.  Proof of
Execution of Instruments.  Subject to Sections 6.01 and
6.02, the execution of any instrument by a Holder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.

         

        SECTION
7.03.  Holders to Be
Treated as Owners.  The Company, the Trustee and any agent of
the Company or the Trustee may deem and treat the person in whose name any
Security shall be registered upon the Security register for such Series as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and interest
on such Security and for all other purposes.  Neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.  All payments made to any such person, or upon
his order, shall be valid and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for amounts payable upon any
such Security.

         

        SECTION
7.04.  Securities
Owned by Company Deemed Not Outstanding.  In determining
whether the Holders of the requisite aggregate principal amount of Outstanding
Securities of any or all Series have concurred in any direction, consent or
waiver under this Indenture, Securities that are owned by the Company or any
other obligor on the Securities with respect to which such determination is
being made, or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities with respect to which such determination is being made, shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination.  For the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities that the Trustee knows are so owned shall be so
disregarded.  Securities so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the
Securities.

         

        SECTION
7.05.  Right of
Revocation of Action Taken.  At any time prior to the
evidencing to the Trustee, as provided in Section 7.01, of the taking of
any action by the Holders of the percentage in aggregate principal amount of the
Securities of any Series specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this
Article 7, may revoke such action so far as concerns such
Security.  Except as aforesaid any such action taken by the Holder of
any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security.  Any action taken by
the Holders of the percentage in aggregate principal amount of the Securities of
any Series specified in this Indenture in connection with such action shall be
binding upon the Company, the Trustee and the Holders of all the Securities
affected by such action.  This Section shall apply unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
8

         

        SUPPLEMENTAL
INDENTURES

         

        SECTION
8.01.  Supplemental
Indentures Without Consent of Holders.  Unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series,  the Company, when authorized by a resolution of its Board of
Directors, and the Trustee for the Securities of any Series from time to time
and at any time may enter into an indenture or indentures supplemental hereto,
which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof, in form satisfactory to such Trustee, for one
or more of the following purposes:

         

        (a)           cure
any ambiguity, omission, defect or inconsistency in the Indenture or in any
supplemental indenture that may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make such
other provisions in regard to matters or questions arising under this Indenture
or under any supplemental indenture as the Board of Directors may deem necessary
or desirable and that shall not materially and adversely affect the interests of
the Holders of such Series of Securities;

         

        (b)           to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company pursuant to
Article 9;

         

        (c)           
to convey, transfer, assign, mortgage or pledge any property or assets to the
Trustee as security for the Securities of one or more Series;

         

        (d)           to
add guarantees with respect to the Securities of any Series or to add to the
covenants of the Company such further covenants, restrictions, conditions or
provisions for the protection of the Holders of Securities of any Series and, if
such additional covenants are to be for the benefit of less than all the Series
of Securities, stating that such covenants are being added solely for the
benefit of such Series, or to release any guarantee where such release is
permitted by the applicable supplemental indenture;

         

        (e)           to
establish the form or terms of Securities of any Series as permitted by
Sections 2.01 and 2.03;

         

        (f)           to
make any changes to comply with the Trust Indenture Act, or any amendment
thereto, or to comply with any requirement of the Commission in connection with
the qualification of the Indenture under the Trust Indenture Act;
or

         

        (g)           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 to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.08.

         

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

         

        Any
supplemental indenture authorized by the provisions of this Section 8.01
may be executed without the consent of the Holders of any of the Securities at
the time Outstanding, notwithstanding any of the provisions of
Section 8.02.

         

        SECTION
8.02.  Supplemental
Indentures with Consent of Holders.  Except as otherwise
specified as contemplated by Section 2.03 for the Securities of any Series, with
the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each Series affected by such supplemental indenture, the Company (when
authorized by a resolution of its Board of Directors)and the Trustee for such
Series of Securities, from time to time and at any time, may enter into an
indenture or indentures supplemental hereto, which shall conform to the
provisions of the Trust Indenture Act as in force at the date of execution
thereof, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such Series.  Except as otherwise specified as
contemplated by Section 2.03 for the Securities of any Series, no such
supplemental indenture, however, shall, without the consent of each affected
Holder of Securities of such Series:

         

        (a)           change
the stated maturity date of any Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of any interest
thereon, or reduce any amount payable on redemption or repurchase thereof,
change the time at which the Securities of any Series may be redeemed, or impair
or affect the right of any Holder receive payment of principal of, and interest
on, any Security or to institute suit for payment thereof or, if the Securities
provide therefor, affect any right of repayment at the option of the Holder;
or

         

        (b) change
the provisions of the Indenture that relate to modifying or amending the
provisions of the Indenture described above.

         

        This
Indenture may not be amended to alter the subordination of any of the
Outstanding Securities of any Series without the written consent of each holder
of Senior Indebtedness then outstanding that would be adversely affected
thereby, such written consent to be accompanied by an Opinion of Counsel or
Officers’ Certificate to such effect.

         

        Upon the
request of the Company, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Company
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee for such Series of Securities of evidence of the consent
of the Holders as aforesaid and other documents, if any, required by
Section 7.01, the Trustee for such Series of Securities shall join with the
Company in the execution of such supplemental indenture.  If such
supplemental indenture affects such Trustee’s own rights, duties or immunities
under this Indenture or otherwise, such Trustee in its discretion may, but shall
not be obligated to, enter into such supplemental indenture.

         

        It shall
not be necessary for the consent of the Holders under this Section 8.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

         

        Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 8.02, the Company shall give
notice in the manner and to the extent provided in Section 13.04 to the
Holders of Securities of each Series affected thereby at their addresses as they
shall appear on the Security register, setting forth in general terms the
substance of such supplemental indenture.  Any failure of the Company
to mail such notice, or any defect therein, shall not in any way impair or
affect the validity of any such supplemental indenture.

         

        SECTION
8.03.  Effect of
Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities of each
Series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

         

        SECTION
8.04.  Documents to
Be Given to Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, shall be provided with an Officers’ Certificate and
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture as conclusive evidence that any
supplemental indenture executed pursuant to this Article 8 complies with
the applicable provisions of this Indenture.

         

        SECTION
8.05.  Notation on
Securities in Respect of Supplemental Indentures.  Securities
of any Series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article 8 may
bear, upon the direction of the Company, a notation in form satisfactory to the
Trustee for the Securities of such Series as to any matter provided for by such
supplemental indenture.  If the Company shall so determine, new
Securities of any Series so modified as to conform, in the opinion of the Board
of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Outstanding Securities of such
Series.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
9

         

        CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

         

        SECTION
9.01.  Company May
Consolidate, Etc. on Certain Terms.  Unless otherwise specified
as contemplated by Section 2.03 for the Securities of any Series, the Company
may consolidate with or amalgamate or merge with or into, or sell, convey or
lease all or substantially all of its assets to, any other company; provided
that in any such case:

         

        (a)           either
the Company shall be the continuing company, or the successor company shall be
organized and existing under the laws of Bermuda, the United States or any state
thereof, a member state of the European Union or any political subdivision
thereof and shall expressly assume the due and punctual payment of the principal
of and interest on all the Securities, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, and

         

        (b)           such
continuing or successor company, as the case may be, shall not be in material
default immediately after such amalgamation, merger, consolidation, sale,
conveyance or lease in the performance or observance of any such covenant or
condition.

         

        SECTION
9.02.  Successor
Corporation Substituted.  In case of any such amalgamation,
merger, consolidation, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein.  Such successor corporation may cause to be signed,
and may issue either in its own name or in the name of the Company prior to such
succession, any or all of the Securities issuable hereunder that shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture, the Trustee shall authenticate and
shall make available for delivery any Securities that shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose.  All of the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

         

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

         

        In the
event of any such sale or conveyance the Company (or any successor corporation
which shall theretofore have become such in the manner described in this Article
9) shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be liquidated and dissolved.

         

        The
provisions of this Section 9.02 shall apply except as otherwise specified as
contemplated by Section 2.03 for the Securities of any Series.

         

        SECTION
9.03.  Opinion of
Counsel to Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, shall receive an Opinion of Counsel, prepared in
accordance with Section 13.06, as conclusive evidence that any such
consolidation, amalgamation, merger, sale, lease or conveyance, and any such
assumption complies with the applicable provisions of this
Indenture.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
10

         

        SATISFACTION
AND DISCHARGE OF INDENTURE; DEFEASANCE;

         

        UNCLAIMED
FUNDS

         

        SECTION
10.01.  Satisfaction
and Discharge of Indenture; Defeasance.  Unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series:

         

         

        (a)  When
(i) all Outstanding Securities of a Series (other than Securities of such
Series replaced or paid pursuant to Section 2.08) have been canceled or
delivered to the Trustee for cancellation or (ii) all Outstanding
Securities of such Series have become due and payable, whether at maturity or as
a result of the mailing of a notice of redemption in connection with a
redemption of a Series of Securities, or will become due and payable within one
year, and the Company irrevocably deposits with the Trustee funds in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which opinion shall only be required to be delivered
if U.S. Government Obligations have been so deposited), to pay the principal of
and interest and on the outstanding Securities when due at maturity or upon
redemption of, including interest thereon to maturity or such redemption date
(other than Securities of such Series replaced or paid pursuant to
Section 2.08), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to
Section 10.01(c), cease to be of further effect.  The Trustee
shall acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

         

        (b)           Subject
to Sections 10.01(c) and 10.02, the Company at any time may terminate
(i) all of its obligations under the Securities of such Series and this
Indenture (“legal defeasance
option”) or (ii) its obligations under Article 3 of this Indenture
and Section 4.03 (“covenant
defeasance option”).  The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option for such Series.

         

        If the
Company exercises its legal defeasance option with respect to Securities of a
Series, payment of the Securities of such Series may not be accelerated because
of an Event of Default.

         

        Upon
satisfaction of the conditions set forth herein and upon request of the Company,
the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.

         

        (c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 2.08,
2.10 and 6.07, and in this Article 10 shall survive until the Securities of
such Series have been paid in full.  Thereafter, the Company’s
obligations in Sections 6.07 and 10.05 and the Trustee’s obligations under
Section 10.04 shall survive such satisfaction and discharge.

         

        SECTION
10.02 Conditions to
Defeasance.   Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, the Company may exercise its legal defeasance option or its covenant
defeasance option only if:

         

        (a)           the
Company irrevocably deposits in trust with the Trustee money in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, to pay the
principal of, and premium (if any) and interest on the Securities of such Series
when due at maturity or redemption, as the case may be, including interest
thereon to maturity or such redemption date;

         

        (b)           in
the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (1) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(2) 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 such Series
will not recognize income, gain or loss for Federal Income Tax purposes as a
result of such deposit and 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 deposit and defeasance had not occurred; and

         

        (c)           in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Series
will not recognize income, gain or loss for Federal Income Tax purposes as a
result of such deposit and 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 deposit and defeasance had not occurred.

         

        SECTION
10.03 Application of Trust
Funds.    The Trustee shall hold in trust funds or
U.S. Government Obligations deposited with it pursuant to this
Article 10.  It shall apply the deposited funds and the proceeds
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities of
such Series.

         

        SECTION
10.04 Repayment to
Company.     The
Trustee and the Paying Agent shall promptly turn over to the Company upon
request any funds or U.S. Government Obligations held by it as provided in this
Article 10 which, in the written opinion of nationally recognized firm of
independent public accountants delivered to the Trustee (which opinion shall
only be required to be delivered if U.S. Government Obligations have been so
deposited), are in excess of the amount thereof which would then be required to
be deposited to effect an equivalent discharge or defeasance in accordance with
this Article 10.

         

        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall
pay to the Company upon written request any funds held by them for the payment
of principal or interest or that remains unclaimed for two years, and,
thereafter, Holders entitled to the funds must look to the Company for payment
as general creditors, and the Trustee and the Paying Agent shall have no further
liability with respect to such funds.

         

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

         

        SECTION
10.06 Reinstatement.    If
the Trustee or Paying Agent is unable to apply any funds or U.S. Government
Obligations in accordance with this Article 10 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
this Article 10 until such time as the Trustee or Paying Agent is permitted
to apply all such funds or U.S. Government Obligations in accordance with this
Article 10; provided, however, that, if the
Company has made any payment of principal of 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 such Securities to receive such
payment from the funds or U.S. Government Obligations held by the Trustee or
Paying Agent.

         

        This
Section 10.06 shall not apply to any Series unless specified as contemplated by
Section 2.03 for the Securities of such Series.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        ARTICLE
11

         

        REDEMPTION
OF SECURITIES AND SINKING FUNDS

         

        SECTION
11.01.  Applicability of
Article.  The provisions of this Article 11 shall be applicable
to the Securities of any Series which are redeemable before their maturity or to
any sinking fund for the retirement of Securities of a Series except as
otherwise specified as contemplated by Section 2.03 for Securities of such
Series.

         

        SECTION
11.02.  Notice of
Redemption; Partial Redemptions.  Notice of redemption to the
Holders of Securities of any Series required to be redeemed or to be redeemed as
a whole or in part at the option of the Company shall be given by giving notice
of such redemption as provided in Section 13.04, at least 30 days and
not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such Series.  Failure to give notice by mail,
or any defect in the notice to the Holder of any Security of a Series designated
for redemption as a whole or in part, shall not affect the validity of the
proceedings for the redemption of any other Security of such
Series.

         

        The
notice of redemption to each such Holder shall specify the date fixed for
redemption, the “CUSIP” number or numbers for such Securities, the redemption
price, the Place of Payment or Places of Payment, that payment will be made upon
presentation and surrender of such Securities, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice, that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue and, if applicable, that a Holder of
Securities who desires to convert Securities for redemption must satisfy the
requirements for conversion contained in such Securities, the then existing
conversion price or rate and the date and time when the option to convert shall
expire.  If less than all of the Securities of any Series are to be
redeemed, the notice of redemption shall specify the numbers of the Securities
of such Series to be redeemed.  In case any Security of a Series is to
be redeemed in part, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such Series in principal amount equal to the unredeemed portion
thereof will be issued.

         

        The
notice of redemption of Securities of any Series to be redeemed at the option of
the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company.  If such notice
is to be given by the Trustee, the Company shall provide notice of such
redemption to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the
Trustee).  If such notice is given by the Company, the Company shall
provide a copy of such notice given to the Holders of such redemption to the
Trustee at least three Business Days prior to the date such notice is given to
such Holders, but in any event at least 15 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the
Trustee).

         

        Unless
otherwise specified pursuant to Section 2.03, not later than 10:00 a.m.
Eastern time on the redemption date specified in the notice of redemption given
as provided in this Section 11.02, the Company will have on deposit with
the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 3.03) funds available on such date (or other forms of property, if
permitted by the terms of the Securities of such Series) sufficient to redeem on
the redemption date all the Securities of such Series so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption.  If less than all the Outstanding Securities of
a Series are to be redeemed, the Company will deliver to the Trustee at least
45 days prior to the date fixed for redemption an Officers’ Certificate
stating the aggregate principal amount of Securities to be redeemed (unless a
shorter notice shall be satisfactory to the Trustee).

         

        If less
than all the Securities of a Series are to be redeemed, the Trustee shall select
Securities of such Series to be redeemed on a pro rata basis, by lot or by such
other method as the Trustee shall deem to be fair and appropriate, and the
Trustee shall promptly notify the Company in writing of the Securities of such
Series selected for redemption and, in the case of any Securities of such Series
selected for partial redemption, the principal amount thereof to be
redeemed.  However, if less than all the Securities of any Series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days
prior to the relevant redemption date (unless a shorter notice shall be
satisfactory to the Trustee).  Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
Series or any multiple thereof.  For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any Series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

         

        This
Section 11.02 shall apply unless otherwise specified as contemplated by Section
2.03 for the Securities of any Series.

         

        SECTION
11.03.  Payment of
Securities Called for Redemption.  If notice of redemption has
been given as above provided, the Securities or portions of Securities specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or
portions of Securities so called for redemption shall cease to
accrue.  Except as provided in Sections 6.01 and 10.04, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption.  On presentation and surrender of such Securities at a
Place of Payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption.  If for any Securities the date fixed for redemption is a
regular interest payment date, payment of interest becoming due on such date
shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of
Section 2.07.

         

        If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest borne by the
Security.

         

        Upon
presentation of any Security redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to or on the
order of the Holder thereof, at the expense of the Company, a new Security or
Securities, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

         

        This
Section 11.03 shall apply unless otherwise specified as contemplated by Section
2.03 for the Securities of any Series.

         

        SECTION
11.04.  Exclusion of
Certain Securities from Eligibility for Selection for
Redemption.  Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 30 days prior to the last date on which
notice of redemption may be given as being owned of record and beneficially by,
and not pledged or hypothecated by, either (a) the Company or (b) an
entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.

         

        This
Section 11.04 shall apply unless otherwise specified as contemplated by Section
2.03 for the Securities of any Series.

         

        


         

        SECTION
11.05.  Repayment at
the Option of the Holders.  Securities of any Series that are
repayable at the option of the Holders before their stated maturity shall be
repaid in accordance with the terms of the Securities of such
Series.

         

        The
repayment of any principal amount of Securities pursuant to such option of the
Holder to require repayment of Securities before their stated maturity, for
purposes of Section 10.01, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the Company, at its option, shall deliver or surrender the same to the Trustee
with a direction that such Securities be cancelled.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
12

         

        CONVERSION
OF SECURITIES

         

        SECTION
12.01.  Applicability of
Article.  Securities of any Series that are convertible into
Class A Common Shares at the option of the Holder of such Securities shall be
convertible in accordance with their terms and, unless otherwise specified as
contemplated by Section 2.03 for the Securities of any Series, in
accordance with this Article 12.  Each reference in this
Article 12 to “a Security” or “the Securities” refers to the Securities of
the particular Series that is convertible into Class A Common
Shares.  If more than one Series of Securities with conversion
privileges are Outstanding at any time, the provisions of this Article 12
shall be applied separately to each such Series.

         

        SECTION
12.02.  Right of
Holders to Convert Securities into Class A Common
Shares.  Subject to the provisions of this Article 12, at
the option of the Holder thereof, any Security of any Series that is convertible
into Class A Common Shares, or any portion of the principal amount thereof which
is $1,000 or any integral multiple of $1,000, may be converted into duly
authorized, validly issued, fully paid and nonassessable Class A Common Shares
at any time during the period specified in the Securities of such Series at the
conversion price or conversion rate for each $1,000 principal amount of
Securities then in effect upon (a) in the case of any Security held in global
form, surrender of the Security or Securities to the Company, at the account
specified by the Trustee, and compliance with the procedures of the depositary
in effect at that time and (b) in the case of a certificated Security or
Securities, surrender of the Security or Securities to the Company, duly
endorsed to the Company or in blank, at any time during usual business hours at
the office or agency to be maintained by it in accordance with the provisions of
Section 3.02, and in either case accompanied by a written notice of
election to convert as provided in Section 12.03.  If the Holder
requests that the Class A Common Shares be registered in a name other than that
of the Holder, such notice also shall be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and/or the Trustee,
as applicable, duly executed by the Holder thereof or his attorney duly
authorized in writing.  All Securities surrendered for conversion
shall, if surrendered to the Company or any conversion agent, be delivered to
the Trustee for cancellation and cancelled by it, or shall, if surrendered to
the Trustee, be cancelled by it, as provided in Section 2.11.

         

        The
initial conversion price or conversion rate in respect of a Series of Securities
shall be as specified in the Securities of such Series.  The
conversion price or conversion rate will be subject to adjustment on the terms
set forth in Section 12.05 or such other or different terms, if any, as may
be specified by Section 2.03 for Securities of such
Series.  Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of any portion of such
Security.

         

        SECTION
12.03.  Issuance of
Class A Common Shares on Conversions.  As promptly as
practicable after the surrender of any Security or Securities for
conversion into Class A Common Shares, the Company shall issue to or upon the
written order of the Holder of the Security or Securities so surrendered the
number of duly authorized, validly issued, fully paid and nonassessable Class A
Common Shares into which such Security or Securities may be converted in
accordance with the terms thereof and the provisions of this
Article 12.  Prior to issuance of such Class A Common Shares, the
Company shall require written notice at its said office or agency from the
Holder of the Security or Securities so surrendered stating that the Holder
irrevocably elects to convert such Security or Securities, or, if less than the
entire principal amount thereof is to be converted, stating the portion thereof
to be converted.  Such notice shall also state the name or names (with
address and social security or other taxpayer identification number) in which
said common shares are to be issued.  Such conversion shall be made at
the time that such Security or Securities shall be surrendered for conversion
and such notice shall be received by the Company or the Trustee and such
conversion shall be at the conversion price in effect at such
time.  The rights of the Holder of such Security or Securities as a
Holder shall cease at such time, and the Person or Persons entitled to receive
the Class A Common Shares upon conversion of such Security or Securities shall
be treated for all purposes as having become either record holder or holders of
such Class A Common Shares at such time.  In the case of any Security
of any Series that is converted in part only, upon such conversion the Company
shall execute and, upon the Company’s request and at the Company’s expense, the
Trustee or an authenticating agent shall authenticate and deliver to the Holder
thereof, as requested by such Holder, a new Security or Securities of such
Series of authorized denominations in aggregate principal amount equal to the
unconverted portion of such Security.

         

        If the
last day on which such Security may be converted is not a Business Day in a
place where the conversion agent for that Security is located, such Security may
be surrendered to that conversion agent on the next succeeding day that is a
Business Day.

         

        The
Company shall not be required to issue Class A Common Shares upon conversion
while its register of members is closed for a meeting of shareholders or for the
payment of dividends or for any other purpose, but Class A Common Shares shall
be issued as soon as the register of members shall again be opened.

         

        SECTION
12.04.  No Payment
or Adjustment for Interest or Dividends.  Unless otherwise
specified as contemplated by Section 2.03 for Securities of such Series,
Securities surrendered for conversion into Class A Common Shares during the
period from the close of business on any regular record date or special record
date next preceding any interest payment date to the opening of business on such
interest payment date (except Securities called for redemption on a redemption
date within such period) when surrendered for conversion must be accompanied by
payment (by certified or official bank check to the order of the Company payable
in clearing house funds at the location where the Securities are surrendered) of
an amount equal to the interest thereon which the Holder is entitled to receive
on such interest payment date.  Payment of interest shall be made, on
such interest payment date or such other payment date (as set forth in
Section 2.07), as the case may be, to the Holder of the Securities as of
such regular record date or special record date, as
applicable.  Except where Securities surrendered for conversion must
be accompanied by payment as described above, no interest on converted
Securities will be payable by the Company on any interest payment date
subsequent to the date of conversion.  No other payment or adjustment
for interest or dividends is to be made upon
conversion.  Notwithstanding the foregoing, upon conversion of any
Original Issue Discount Security, the fixed number of Class A Common Shares into
which such Security is convertible delivered by the Company to the Holder
thereof shall be applied, first, to the portion attributable to the accrued
original issue discount relating to the period from the date of issuance to the
date of conversion of such Security, and, second, to the portion attributable to
the balance of the principal amount of such Security.

         

        SECTION
12.05.  Adjustment
of Conversion Price.  Unless otherwise specified as
contemplated by Section 2.03 for Securities of such Series, the conversion
price for Securities convertible into Class A Common Shares shall be adjusted
from time to time as follows:

         

        (a)           If
the Company shall (x) pay a dividend or make a distribution or bonus issue
on Class A Common Shares in Class A Common Shares, (y) subdivide the issued
and outstanding Class A Common Shares into a greater number of shares or
(z) consolidate the issued and outstanding Class A Common Shares into a
smaller number of shares, the conversion price for the Securities of such Series
shall be adjusted so that the Holder of any such Security thereafter surrendered
for conversion shall be entitled to receive the number of Class A Common Shares
that such Holder would have owned or have been entitled to receive after the
happening of any of the events described above had such Security been converted
immediately prior to the record date in the case of a dividend or the effective
date in the case of subdivision or consolidation.  An adjustment made
pursuant to this Section 12.05(a) shall become effective immediately
after the record date in the case of a dividend or bonus issue, except as
provided in Section 12.05(h), and shall become effective immediately after
the effective date in the case of a subdivision or consolidation.

         

        (b)           If
the Company shall issue rights or warrants to all holders of Class A Common
Shares entitling them (for a period expiring within 45 days after the
record date mentioned below) to subscribe for or purchase Class A Common Shares
at a price per share less than the Current Market Price, at the record date for
the determination of shareholders entitled to receive such rights or warrants,
the conversion price in effect immediately prior thereto shall be adjusted so
that the same shall equal the price determined by multiplying the conversion
price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Class A Common Shares outstanding on
such record date plus the number of Class A Common Shares which the aggregate
offering price of the total number of Class A Common Shares so offered would
purchase at such Current Market Price, and the denominator of which shall be the
number of Class A Common Shares outstanding on such record date plus the number
of additional Class A Common Shares receivable upon exercise of such rights or
warrants.  Such adjustment shall be made successively whenever any
such rights or warrants are issued, and shall become effective immediately,
except as provided in Section 12.05(h), after such record
date.  In determining whether any rights or warrants entitle the
Holders of the Securities of such Series to subscribe for or purchase Class A
Common Shares at less than such Current Market Price, and in determining the
aggregate offering price of such Class A Common Shares, there shall be taken
into account any consideration received by the Company for such rights or
warrants plus the exercise price thereof, the value of such consideration or
exercise price, as the case may be, if other than cash, to be determined by the
Board of Directors.

         

        (c)           If
the Company shall distribute to all holders of Class A Common Shares any shares
of the Company (other than Class A Common Shares) or evidences of its
indebtedness or assets (excluding cash dividends or distributions paid from
retained earnings of the Company) or rights or warrants to subscribe for or
purchase any of its securities (excluding those rights or warrants referred to
in Section 12.05(b)) (any of the foregoing being herein in this
Section 12.05(c) called the “Special Securities”), the
conversion price shall be adjusted as provided in the next sentence unless the
Company elects to reserve such Special Securities for distribution to the
Holders of Securities of such Series upon the conversion so that any such Holder
converting such Securities will receive upon such conversion, in addition to the
Class A Common Shares to which such Holder is entitled, the amount and kind of
Special Securities which such Holder would have received if such Holder had,
immediately prior to the record date for the distribution of the Special
Securities, converted Securities into Class A Common Shares.  The
conversion price, as adjusted, shall equal the price determined by multiplying
the conversion price in effect immediately prior to such record date by a
fraction the numerator of which shall be the Current Market Price on the record
date mentioned above less the then fair market value (as determined by the Board
of Directors, whose determination shall, if made in good faith, be conclusive)
of the portion of the Special Securities so distributed applicable to one Class
A Common Share, and the denominator of which shall be the Current Market
Price.  In the event the then fair market value (as so determined) of
the portion of the Special Securities so distributed applicable to one Class A
Common Share is equal to or greater than the Current Market Price on the record
date mentioned above, in lieu of the foregoing adjustment, adequate provision
shall be made so that each Holder of Securities of such Series shall have the
right to receive the amount and kind of Special Securities such holder would
have received had he converted such Securities immediately prior to the record
date for the distribution of the Special Securities.  Such adjustment
shall become effective immediately, except as provided in Section 12.05(h),
after the record date for the determination of shareholders entitled to receive
such distribution.

         

        (d)           If,
pursuant to Section 12.05(b) or 12.05(c), the conversion price shall have
been adjusted because the Company has declared a dividend, or made a
distribution, on the issued and outstanding Class A Common Shares in the form of
any right or warrant to purchase securities of the Company, or the Company has
issued any such right or warrant, then, upon the expiration of any such
unexercised right or unexercised warrant, the conversion price shall forthwith
be adjusted to equal the conversion price that would have applied had such right
or warrant never been declared, distributed or issued.

         

        (e)           For
the purpose of any computation under Section 12.05(b), the “Current Market Price”on any
date shall be deemed to be the average of the reported Last Sales Price for
Class A Common Shares for the 30 consecutive Trading Days (as defined
below) commencing 45 Trading Days before the date in
question.  For the purpose of any computation under
Section 12.05(c), the Current Market Price on any date shall be deemed to
be the average of the reported Last Sales Price for the Class A Common Shares
for the ten consecutive Trading Days before the date in question.  The
reported “Last Sales
Price” for each day shall be the reported last sales price, regular way,
or, in case no sale takes place on such day, the average of the reported closing
bid and asked prices, regular way, in either case as reported on the New York
Stock Exchange Composite Tape or, if the Class A Common Shares are not listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the Class A Common Shares are listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the Nasdaq Global Market or the Nasdaq Global Select Market
(collectively, the “Nasdaq
Market”) or, if the Class A Common Shares are not quoted on the Nasdaq
Market, the average of the closing bid and asked prices on such day in the
over-the-counter market as furnished by any New York Stock Exchange member firm
regularly making a market in the Class A Common Shares selected for such purpose
by the Board of Directors or, if no such quotations are available, the fair
market value of the Class A Common Shares as determined by a New York Stock
Exchange member firm regularly making a market in the Class A Common Shares
selected for such purpose by the Board of Directors.  As used herein,
the term “Trading Day”
with respect to the Class A Common Shares means (x) if the Class A Common
Shares are listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or such other national securities exchange is open for business, (y) if the
Class A Common Shares are quoted on the Nasdaq Market, a day on which trades may
be made on the Nasdaq Market or (z) otherwise, any day other than a
Saturday or Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to
close.

         

        (f)           No
adjustment in the conversion price shall be required unless such adjustment
would require an increase or decrease of at least 1% in such
price.  Any adjustments that by reason of this Section 12.05(f)
are not required to be made, however, shall be carried forward and taken into
account in any subsequent adjustment.  Any adjustment required to be
made in accordance with the provisions of this Article 12 shall be made not
later than such time as may be required in order to preserve the tax free nature
of a distribution to the holders of Class A Common Shares.  All
calculations under this Article 12 shall be made by the Company and shall
be to the nearest cent or to the nearest one-one hundredth of a share, as the
case may be, with one-half cent and one-two hundredth of a share, respectively,
being rounded upward.  The Company shall be entitled to make such
reductions in the conversion price, in addition to those required by this
Section 12.05, as it in its discretion shall determine to be advisable in
order that any share dividend or bonus issue, subdivision of shares,
distribution of rights or warrants to purchase shares or securities or
distribution of other assets (other than cash dividends) made by the Company to
its shareholders shall not be taxable.

         

        (g)           Whenever
the conversion price is adjusted, the Company shall file with the Trustee, at
the Corporate Trust Office of the Trustee, and with the office or agency
maintained by the Company for the conversion of Securities of such Series
pursuant to Section 3.02, an Officers’ Certificate, setting forth the
conversion price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment, which certificate shall be conclusive
evidence of the correctness of such adjustment.  Neither the Trustee
nor any conversion agent shall be under any duty or responsibility with respect
to any such certificate or any facts or computations set forth therein, except
to exhibit said certificate from time to time to any Holder of a Security of
such Series desiring to inspect the same.  The Company shall promptly
cause a notice setting forth the adjusted conversion price to be mailed to the
Holders of Securities of such Series, as their names and addresses appear upon
the Security register.

         

        (h)           In
any case in which this Section 12.05 provides that an adjustment shall
become effective immediately after a record date for an event, the Company may
defer until the occurrence of such event (y) issuing to the Holder of any
Security of such Series converted after such record date and before the
occurrence of such event the additional Class A Common Shares issuable upon such
conversion by reason of the adjustment required by such event over and above the
Class A Common Shares issuable upon such conversion before giving effect to such
adjustment and (z) paying to such holder any amount in cash in lieu of any
fractional Class A Common Shares pursuant to Section 12.06.

         

        SECTION
12.06.  No
Fractional Shares to Be Issued.  No fractional Class A Common
Shares shall be issued upon any conversion of Securities.  If more
than one Security of any Series shall be surrendered for conversion at one time
by the same Holder, the number of full Class A Common Shares which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities of such Series (or specified portions thereof
to the extent permitted hereby) so surrendered.  Instead of a fraction
of a Class A Common Share  which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment (computed to the nearest cent, with one-half
cent being rounded upward) in respect of such fraction of a share in an amount
equal to the same fractional interest of the reported Last Sales Price of the
Class A Common Shares on the Trading Day next preceding the day of
conversion.

         

        SECTION
12.07.  Notice to
Holders of the Securities of a Series Prior to Taking Certain Types of
Action.  With respect to the Securities of any Series, in
case:

         

        (a)           the
Company shall authorize the issuance to all holders of Class A Common Shares of
rights or warrants to subscribe for or purchase shares or any other
right;

         

        (b)           the
Company shall authorize the distribution to all holders of Class A Common Shares
of evidences of indebtedness or assets (except for cash dividends or
distributions paid from retained earnings of the Company);

         

        (c)           of
any subdivision or consolidation of Class A Common Shares or of any
amalgamation, consolidation or merger to which the Company is a party and for
which approval by the shareholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company;
or

         

        (d)           of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company;

         

        the
Company shall cause to be filed with the Trustee and at the office or agency
maintained for the purpose of conversion of Securities of such Series pursuant
to Section 3.02, and shall cause to be mailed to the Holders of Securities
of such Series at their last addresses as they shall appear on the Security
register, at least ten days prior to the applicable record date hereinafter
specified, a notice stating (i) the date as of which the holders of Class A
Common Shares to be entitled to receive any such rights, warrants or
distribution are to be determined, or (ii) the date on which any such share
subdivision or consolidation, amalgamation, merger, sale, transfer, dissolution,
liquidation, winding up or other action is expected to become effective, and the
date as of which it is expected that holders of record of Class A Common Shares
shall be entitled to exchange their Class A Common Shares for securities or
other property, if any, deliverable upon such share subdivision or
consolidation, amalgamation, merger, sale, transfer, dissolution, liquidation,
winding up or other action.  The failure to give the notice required
by this Section 12.07 or any defect therein shall not affect the legality
or validity of any distribution, right, warrant, share subdivision or
consolidation, amalgamation, merger, sale, transfer, dissolution, liquidation,
winding up or other action, or the vote upon any of the foregoing.

         

        SECTION
12.08.  Covenant to
Reserve Shares for Issuance on Conversion of Securities.  The
Company at all times will reserve and keep available out of each class of its
authorized Class A Common Shares, free from preemptive rights, solely for the
purpose of issue upon conversion of Securities of any Series as herein provided,
such number of Class A Common Shares as shall then be issuable upon the
conversion of all Outstanding Securities of such Series.  All Class A
Common Shares which shall be so issuable, when issued or delivered, shall be
duly and validly issued Class A Common Shares into which Securities of such
Series are convertible, and shall be fully paid and nonassessable, free of all
liens and charges and not subject to preemptive rights.

         

        SECTION
12.09.  Compliance
with Governmental Requirements.  If any Class A Common Shares
required to be reserved for purposes of conversion of Securities hereunder
require registration or listing with or approval of any governmental authority
under any Federal or State law, pursuant to the Securities Act or the Securities
Exchange Act or any national or regional securities exchange on which the Class
A Common Shares are listed at the time of delivery of any Class A Common Shares,
the Company will use its best efforts to cause such shares to be duly
registered, listed or approved, as the case may be, before such shares may be
issued upon conversion.

         

        SECTION
12.10.  Payment of
Taxes upon Certificates for Shares Issued upon Conversion.  The
issuance of certificates for Class A Common Shares upon the conversion of
Securities shall be made without charge to the converting Holders for any tax
(including documentary and stamp taxes) in respect of the issuance and delivery
of such certificates, and such certificates shall be issued in the respective
names of, or in such names as may be directed by, the Holders of the Securities
converted.  The Company, however, shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the Holder of the
Security converted, and the Company shall not be required to issue or deliver
such certificate unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.

         

        SECTION
12.11.  Trustee’s
Duties with Respect to Conversion Provisions.  The Trustee and
any conversion agent shall have no duty to any Holder to determine whether any
facts exist that may require any adjustment of the conversion rate, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, in making the same.  Neither the
Trustee nor any conversion agent shall be accountable with respect to the
registration under securities laws, listing, validity or value (or the kind or
amount) of any Class A Common Shares, or of any other securities or property,
that at any time may be issued or delivered upon the conversion of any Security,
and neither the Trustee nor any conversion agent makes any representation with
respect thereto.  Neither the Trustee nor any conversion agent shall
be responsible for any failure of the Company to make any payment or to issue,
transfer or deliver any Class A Common Shares or stock certificates or other
securities or property upon the surrender of any Security for the purpose of
conversion.  The Trustee and any conversion agent, subject to the
provisions of Section 313 of the Trust Indenture Act, shall not be
responsible for any failure of the Company to comply with any of the covenants
contained in this Article 12.

         

        SECTION
12.12.  Trustee
Under No Duty to Monitor Stock Price or Calculations.  In no
event shall the Trustee or conversion agent be responsible for monitoring the
price of the Company's common stock, or performing any calculations under this
Article 12, such activities being the responsibility of the
Company.

         

        SECTION
12.13.  Conversion
Arrangement on Call for Redemption.  In connection with any
redemption of Securities, the Company may arrange for the purchase and
conversion of any Securities called for redemption by an agreement with one or
more investment bankers or other purchasers to purchase such Securities by
paying to the Trustee or the Paying Agent in trust for the Holders of
Securities, one Business Day prior to the redemption date, an amount not less
than the redemption price, together with interest, if any, accrued to the
redemption date of such Securities, in immediately available
funds.  Notwithstanding anything to the contrary contained in this
Article 11, the obligation of the Company to pay the redemption price of
such Securities, including all accrued interest, if any, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers.  If such an agreement is entered into, any Securities not
duly surrendered for conversion by the Holders thereof, at the option of the
Company, may be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
such Securities called for redemption may be converted in accordance with this
Indenture and the terms of such Securities, subject to payment to the Trustee or
Paying Agent of the above-described amount.  The Trustee or the Paying
Agent shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it in the same manner as it would pay funds
deposited with it by the Company for the redemption of
Securities.  Without the Trustee’s and the Paying Agent’s prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee and the
Paying Agent as set forth in this Indenture.  The Company agrees to
indemnify the Trustee and the Paying Agent from, and hold them harmless against,
any loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the reasonable costs and expenses
incurred by the Trustee and the Paying Agent in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of their powers, duties, responsibilities or obligations under this
Indenture.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
13

         

        MISCELLANEOUS
PROVISIONS

         

        SECTION
13.01.  Incorporators,
Shareholders, Officers and Directors of Company Exempt from Individual
Liability.  No recourse under or upon any obligation, covenant
or agreement contained in this Indenture or in any Security shall be had against
any incorporator as such or against any past, present or future director,
office, employee, incorporator, agent or shareholder of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.  This Section 13.01 shall apply unless otherwise
specified as contemplated by Section 2.03 for the Securities of any
Series.

         

        SECTION
13.02.  Provisions
of Indenture for the Sole Benefit of Parties and
Holders.  Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, firm or
corporation, other than the parties hereto, any Paying Agent and their
successors hereunder and the Holders of the Securities any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the
Securities.

         

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

         

        SECTION
13.04.  Notices and
Demands on Company, Trustee and Holders.  Any notice or demand
that by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities to or on the Company may
be given or served by being deposited postage prepaid, first-class mail (except
as otherwise specifically provided herein) addressed (until another address of
the Company is filed by the Company with the Trustee) to TBS International
Limited, c/o TBS Shipping
Services Inc., 612 East Grassy Sprain Road, Yonkers, New York, 10710,
Attention: Corporate Secretary.  Any notice, direction, request or
demand by the Company or any Holder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office.

         

        Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed by first-class mail, postage prepaid to such Holders as their names
and addresses appear in the Security register within the time
prescribed.  Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.  In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given.

         

        In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice to the Company and Holders when such
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be reasonably acceptable to the
Trustee shall be deemed to be a sufficient giving of such notice.

         

        SECTION
13.05.  Electronic
Transmission to the Trustee.  In addition to the foregoing, the
Trustee agrees to accept and act upon notice, instructions or directions
pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or
other similar unsecured electronic methods; provided, however, that (a) the
party providing such written instructions, subsequent to such transmission of
written instructions, shall provide the originally executed instructions or
directions to the Trustee in a timely manner, and (b) such originally executed
instructions or directions shall be signed by an authorized representative of
the party providing such instructions or directions.  If the party
elects to give the Trustee e-mail or facsimile instructions (or instructions by
a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance in good faith with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction
received by the Trustee following action taken pursuant to prior
instruction.  The party providing electronic instructions agrees to
assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting in good faith on unauthorized instructions, and the
risk of interception and misuse by third parties.

         

        SECTION
13.06.  Officers’
Certificates and Opinions of Counsel; Statements to Be Contained
Therein.  Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

         

        Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include:

         

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

         

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

         

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

         

        (d)           a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

         

        Any
certificate, statement or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are
erroneous.  Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters or information with respect to
which is in the possession of the Company, upon the certificate, statement or
opinion of or representations by an officer or officers of the Company, unless
such counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which his certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.

         

        Any
certificate, statement or opinion of an officer of the Company or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous.

         

        SECTION
13.07.  Payments Due
on Saturdays, Sundays and Holidays.  Unless otherwise specified
in a Security, if the date of maturity of interest on or principal of the
Securities of any Series or the date fixed for redemption, repurchase or
repayment of any such Security shall not be a Business Day, payment of interest
or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

         

        SECTION
13.08.  Conflict of
any Provision of Indenture with Trust Indenture Act.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with another provision included in this Indenture which is required by the Trust
Indenture Act, such required provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

         

        SECTION
13.09.  New York Law
to Govern.  This Indenture and each Security will be governed
by and construed in accordance with the laws of the State of New
York.

         

        SECTION
13.10.  Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

         

        SECTION
13.11.  Effect of
Headings; Gender.  The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.  The use of the masculine, feminine or neuter
gender herein shall not limit in any way the applicability of any term or
provision hereof.

         

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

         

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

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
14

         

        SUBORDINATION
OF SECURITIES

         

        SECTION
14.01.  Securities
Subordinated to Senior Indebtedness.  The
Company covenants and agrees, and each Holder of Securities, by his acceptance
thereof, likewise covenants and agrees, that the indebtedness represented by the
Securities and the payment of any and all amounts payable in respect of each and
all of the Securities is expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of
Senior Indebtedness, whether outstanding on the date of this Indenture or
thereafter incurred, assumed or guaranteed.

         

         

        In the
event (x) of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company whether in
a bankruptcy, insolvency, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise, except a distribution in connection
with an amalgamation, merger or consolidation or a conveyance or transfer of all
or substantially all of the properties of the Company which complies with the
requirements of Article 9, (y) that a default shall have occurred and
be continuing with respect to the payment of any amount payable in respect of
any Senior Indebtedness or (z) that the principal of the Securities of any
Series shall have been declared due and payable pursuant to Section 5.01
and such declaration shall not have been rescinded and annulled as provided in
Section 5.01, then:

         

        (a)           in
a circumstance described in the foregoing clause (x) or (y) the
holders of all Senior Indebtedness, and in the circumstance described in the
foregoing clause (z) the holders of all Senior Indebtedness the principal
of which shall have been so declared due and payable, shall first be entitled to
receive payment of the full amount due thereon, or provision shall be made for
such payment, before the Holders of any of the Securities are entitled to
receive any payment in respect of the indebtedness evidenced by the
Securities;

         

        (b)           any
payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities (other than securities of the Company as
reorganized or readjusted or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article 14 with
respect to the Securities, to the payment of all Senior Indebtedness, provided
that the rights of the holders of the Senior Indebtedness are not altered by
such reorganization or readjustment), to which the Holders of any of the
Securities would be entitled except for the provisions of this Article 14
shall be paid or delivered by the person making such payment or distribution,
whether a liquidator, trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of such Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid after giving effect to any concurrent payment or distribution
(or provision therefor) to the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of the indebtedness evidenced by
the Securities under this Indenture; and

         

        (c)           in
the event that, notwithstanding the foregoing, any payment by, or distribution
of assets of, the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article 14 with respect to the Securities, to
the payment of all Senior Indebtedness, provided that the rights of the holders
of Senior Indebtedness are not altered by such reorganization or readjustment),
shall be received by the Holders of any of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over to
the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution (or
provision therefor) to the holders of such Senior Indebtedness.

         

                   SECTION
14.02.  Subrogation.  Subject
to the payment in full of all Senior Indebtedness to which the indebtedness
evidenced by the Securities is in the circumstances subordinated as provided in
Section 14.01, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until all amounts owing on the Securities shall be paid in
full.  As between the Company, its creditors other than holders of
such Senior Indebtedness and the Holders of the Securities, no such payment or
distribution made to the holders of such Senior Indebtedness by virtue of this
Article 14 which otherwise would have been made to the Holders of the
Securities shall be deemed to be a payment by the Company on account of such
Senior Indebtedness, it being understood that the provisions of this
Article 14 are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of Senior Indebtedness.

         

                   SECTION
14.03.  Obligation
of the Company Unconditional.  Nothing contained in this
Article 14 or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of and interest on and any additional amounts owing in
respect of the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness nor shall anything herein or therein prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 14 of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

         

         

        Upon any
payment or distribution of assets of the Company referred to in this
Article 14, the Trustee and the Holders of the Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which any such dissolution, winding up, liquidation or reorganization proceeding
affecting the affairs of the Company is pending or upon a certificate of the
liquidator, trustee in bankruptcy, receiver, assignee for the benefit of
creditors, liquidating trustee or agent or other person making any payment or
distribution, delivered to the Trustee or to the Holders of the Securities, for
the purpose of ascertaining the persons entitled to participate in such payment
or distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount paid or
distributed thereon and all other facts pertinent thereto or to this
Article 14.

        


        SECTION 14.04.  Payments on Securities
Permitted.  Nothing contained in this Article 14 or
elsewhere in this Indenture, or in any of the Securities, shall affect the
obligation of the Company to make, or prevent the Company from making, payment
of the principal of or interest on or any additional amounts owing in respect of
the Securities in accordance with the provisions hereof and thereof, except as
otherwise provided in this Article 14.  No provision of this
Article 14 shall prevent the occurrence of any default or Event of Default
hereunder.

         

                   SECTION
14.05.  Effectuation
of Subordination by Trustee.  Each Holder of Securities, by his
acceptance thereof, authorizes and directs the Trustee in his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article 14 and appoints the Trustee his attorney-in-fact
for any and all such purposes.

         

                   SECTION
14.06.  Knowledge of
Trustee.  Notwithstanding the provisions of this
Article 14 or any other provisions of this Indenture, the Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee, or the taking of any
other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, any Holder of Securities, any paying or
conversion agent of the Company or the holder or representative of any class of
Senior Indebtedness.  If the Trustee shall not have received the
notice provided for in this Section 14.06 at least three Business Days
prior to the date upon which, by the terms hereof, any amounts may become
payable for any purpose (including the payment of the principal of or interest
on, or additional amounts owing in respect of, any Security) then, anything
herein contained to the contrary notwithstanding, the Trustee shall have all
power and authority to receive such funds and to apply the same to the purpose
for which such funds was received and shall not be affected by any notice to the
contrary which may be received by it during or after such three Business Day
period.

         

        SECTION
14.07.  Notices From
Holders of Senior Indebtedness.  The Trustee shall be entitled
to conclusively rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder).  In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such person  to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment which it may be required to make for the
benefit of such person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such person to receive such
payment.

         

                   SECTION
14.08.  Trustee May
Hold Senior Indebtedness.  The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article 14
with respect to any Senior Indebtedness at the time held by it, to the same
extent as any other holder of Senior Indebtedness, and nothing in
Section 313 of the Trust Indenture Act or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         

         

        Nothing
in this Article 14 shall subordinate any claims of, or payments to, the
Trustee pursuant to Section 6.07 to Senior Indebtedness.

        


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

         

         

        SECTION 14.10.  Default in Senior
Indebtedness

         

        a)           Subject
to Section 14.10(b), upon the happening of any event of default with
respect to any Senior Indebtedness, as such event of default is defined in the
instrument under which the Senior Indebtedness is outstanding, the holders of
the Senior Indebtedness, directly or indirectly, may demand by giving written
notice to the Company and the Trustee that, until such event of default shall
have been cured or waived or shall have ceased to exist, the Company be
prohibited from:

         

        (i)           exercising
any right of redemption with respect to the Securities of any Series pursuant to
Article 11;

         

        (ii)           making
any payments with respect to the redemption of the Securities of any Series that
were called for redemption pursuant to Article 11 prior to the happening of
an event of default with respect to any Senior Indebtedness;

         

        (iii)           making
any payment with respect to the principal of and interest on the Securities of
any Series or as a sinking fund payment pursuant to Article 11;
and

         

        (iv)           making
any payment with respect to the repayment of the Securities of any Series at the
option of the Holders pursuant to Section 11.05.

         

        (b)           If
the holders of the Senior Indebtedness, directly or indirectly, fail to demand
the rights provided in Section 14.10(a) within 90 days of the happening of
an event of default with respect to such Senior Indebtedness they shall be
deemed to have waived such rights with respect to such event of default;
provided, however, that such waiver shall not affect the ability of the holders
of the Senior Indebtedness to demand such rights upon the happening of any other
event of default.

         

        Nothing
in this Article 14 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.07.

        


         

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

         

        TBS
INTERNATIONAL LIMITED

         

         

        By:                                                                

        Name:

        Title:

         

        THE BANK
OF NEW YORK MELLON

         

         

        By:                                                                

        Name:

        Title: