sfy_ex41-05182009.htm


    SWIFT
ENERGY COMPANY,

    


    as
Issuer

    


    and

    


    WELLS
FARGO BANK,

    NATIONAL
ASSOCIATION

    


    as
Trustee

    


    


    INDENTURE

    


    


    Dated
as of May 19, 2009

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          TABLE
OF CONTENTS

          


          Page

           

          


        

      

    


    
      	
              ARTICLE I

            	
              DEFINITIONS 

            	
              1

            


    

     

    
      	
               
      

            	
              SECTION
      1.01

            	
              Certain
      Terms Defined 

            	
              1

            


    

     

    
      	
               
      

            	
              SECTION
      1.02

            	
              Incorporation
      by Reference of Trust Indenture Act 

            	
              12

            


    

     

    
      	
               
      

            	
              SECTION
      1.03

            	
              Rules
      of Construction 

            	
              13

            


    

     

    
      	
              ARTICLE
      II

            	
              DEBT
      SECURITIES 

            	
              13

            


    

     

    
      	
               
      

            	
              SECTION
      2.01

            	
              Forms
      Generally 

            	
              13

            


    

     

    
      
        	
                 
      

              	
                SECTION
      2.02

              	 Form
      of Trustee’s Certificate of Authentication	
                    14

              


      

    

     

    
      	
               
      

            	
              SECTION
      2.03

            	
              Principal
      Amount; Issuable in Series 

            	
              14

            


    

     

    
      	
               
      

            	
              SECTION
      2.04

            	
              Execution
      of Debt Securities 

            	
              17

            


    

     

    
      
        	
                 
      

              	
                SECTION
      2.05

              	 Authentication
      and Delivery of Debt Securities	
                17

              


      

    

     

    
      	
               
      

            	
              SECTION
      2.06

            	
              Denomination
      of Debt Securities 

            	
              18

            


    

     

    
      	
               
      

            	
              SECTION
      2.07

            	
              Registration
      of Transfer and Exchange 

            	
              18

            


    

     

    
      	
               
      

            	
              SECTION
      2.08

            	
              Temporary
      Debt Securities 

            	
              20

            


    

     

    
      	
               
      

            	
              SECTION
      2.09

            	
              Mutilated,
      Destroyed, Lost or Stolen Debt Securities 

            	
              20

            


    

     

    
      	
               
      

            	
              SECTION
      2.10

            	
              Cancellation
      of Surrendered Debt Securities 

            	
              21

            


    

     

    
      	
               
      

            	
              SECTION
      2.11

            	
              Provisions
      of the Indenture and Debt Securities for the Sole Benefit of the Parties
      and the Holders 

            	
              21

            


    

     

    
      	
               
      

            	
              SECTION
      2.12

            	
              Payment
      of Interest; Rights Preserved 

            	
              21

            


    

     

    
      
        	
                 
      

              	
                SECTION
      2.13

              	 Securities
      Denominated in Foreign Currencies	
                22

              


      

    

     

    
      	
               
      

            	
              SECTION
      2.14

            	
              Wire
      Transfers 

            	
              22

            


    

     

    
      	
               
      

            	
              SECTION
      2.15

            	
              Securities
      Issuable in the Form of a Global Security 

            	
              23

            


    

     

    
      	
               
      

            	
              SECTION
      2.16

            	
              Medium
      Term Securities 

            	
              25

            


    

     

    
      	
               
      

            	
              SECTION
      2.17

            	
              Defaulted
      Interest 

            	
              25

            


    

     

    
      	
               
      

            	
              SECTION
      2.18

            	
              Judgments 

            	
              26

            


    

     

    
      
        	
                ARTICLE
      III

              	 REDEMPTION
      OF DEBT SECURITIES	
                27

              


      

    

     

    
      	
               
      

            	
              SECTION
      3.01

            	
              Applicability
      of Article 

            	
              27

            


    

     

    
      	
               
      

            	
              SECTION
      3.02

            	
              Notice
      of Redemption; Selection of Debt Securities 

            	
              27

            


    

     

    
      	
               
      

            	
              SECTION
      3.03

            	
              Payment
      of Debt Securities Called for Redemption 

            	
              28

            


    

     

    
      	
               
      

            	
              SECTION
      3.04

            	
              Mandatory
      and Optional Sinking Funds 

            	
              29

            


    

     

    
      	
               
      

            	
              SECTION
      3.05

            	
              Redemption
      of Debt Securities for Sinking Fund 

            	
              29

            


    

     


    
      
         


      

      
        i

        
          

        

      

      
         


        
          TABLE
OF CONTENTS

          (continued)

          Page

           

          


        

      

    


    
      	
              ARTICLE
      IV

            	
              
                PARTICULAR
      COVENANTS OF THE COMPANY 

              

            	
               

            	
              31

            


    

     

    
      	
               
      

            	
              SECTION
      4.01

            	
              Payment
      of Principal of, and Premium, If Any, and Interest on, Debt
      Securities 

            	
              31

            


    

     

    
      	
               
      

            	
              SECTION
      4.02

            	
              Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment
      of Debt Securities 

            	
              31

            


    

     

    
      	
               
      

            	
              SECTION
      4.03

            	
              Appointment
      to Fill a Vacancy in the Office of Trustee 

            	
              32

            


    

     

    
      	
               
      

            	
              SECTION
      4.04

            	
              Duties
      of Paying Agents, etc 

            	
              32

            


    

     

    
      	
               
      

            	
              SECTION
      4.05

            	
              Statement
      by Officers as to Default 

            	
              33

            


    

     

    
      	
               
      

            	
              SECTION
      4.06

            	
              Further
      Instruments and Acts 

            	
              33

            


    

     

    
      	
               
      

            	
              SECTION
      4.07

            	
              Corporate
      Existence 

            	
              33

            


    

     

    
      	
               
      

            	
              SECTION
      4.08

            	
              Maintenance
      of Properties 

            	
              33

            


    

     

    
      	
               
      

            	
              SECTION
      4.09

            	
              Payment
      of Taxes and Other Claims 

            	
              34

            


    

     

    
      	
               
      

            	
              SECTION
      4.10

            	
              Limitation
      on Liens 

            	
              34

            


    

     

    
      
        	
                ARTICLE
      V

              	
                
                  
                    HOLDERS’
      LISTS AND REPORTS

                  

                

              	
                 

              	
                35

              


      

       

    

    
      	
               
      

            	
              SECTION
      5.01

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

            	
              35

            


    

     

    
      	
               
      

            	
              SECTION
      5.02

            	
              Communications
      to Holders 

            	
              35

            


    

     

    
      	
               
      

            	
              SECTION
      5.03

            	
              Reports
      by Company 

            	
              35

            


    

     

    
      	
               
      

            	
              SECTION
      5.04

            	
              Reports
      by Trustee 

            	
              36

            


    

     

    
      	
               
      

            	
              SECTION
      5.05

            	
              Record
      Dates for Action by Holders 

            	
              36

            


    

     

    
      
        
          	
                  ARTICLE
      VI

                	
                  
                    
                      REMEDIES
      OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

                    

                  

                	
                   

                	
                  36

                


        

         

      

    

    
      	
               
      

            	
              SECTION
      6.01

            	
              Events
      of Default 

            	
              37

            


    

     

    
      	
               
      

            	
              SECTION
      6.02

            	
              Collection
      of Indebtedness by Trustee, etc 

            	
              39

            


    

     

    
      
        	
                 
      

              	
                SECTION
      6.03

              	 Application
      of Moneys Collected by Trustee	
                40

              


      

    

     

    
      	
               
      

            	
              SECTION
      6.04

            	
              Limitation
      on Suits by Holders 

            	
              41

            


    

     

    
      	
               
      

            	
              SECTION
      6.05

            	
              Remedies
      Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
      Default 

            	
              42

            


    

     

    
      	
               
      

            	
              SECTION
      6.06

            	
              Rights
      of Holders of Majority in Principal Amount of Debt Securities to Direct
      Trustee and to Waive Default 

            	
              42

            


    

     

    
      	
               
      

            	
              SECTION
      6.07

            	
              Trustee
      to Give Notice of Defaults Known to It, but May Withhold Such Notice in
      Certain Circumstances 

            	
              42

            


    

     


    
      
         


      

      
        ii

        
          

        

      

      
         


        
          TABLE
OF CONTENTS

          (continued)

          Page

           

          


        

      

    


    
      	
               
      

            	
              SECTION
      6.08

            	
              Requirement
      of an Undertaking To Pay Costs in Certain Suits under the Indenture or
      Against the Trustee 

            	
              43

            


    

     

    
      
        	
                ARTICLE
      VII 

              	 CONCERNING
      THE TRUSTEE	
                43

              


      

    

     

    
      	
               
      

            	
              SECTION
      7.01

            	
              Certain
      Duties and Responsibilities 

            	
              43

            


    

     

    
      	
               
      

            	
              SECTION
      7.02

            	
              Certain
      Rights of Trustee 

            	
              44

            


    

     

    
      	
               
      

            	
              SECTION
      7.03

            	
              Trustee
      Not Liable for Recitals in Indenture or in Debt
      Securities 

            	
              46

            


    

     

    
      	
               
      

            	
              SECTION
      7.04

            	
              Trustee,
      Paying Agent or Registrar May Own Debt Securities 

            	
              46

            


    

     

    
      	
               
      

            	
              SECTION
      7.05

            	
              Moneys
      Received by Trustee to Be Held in Trust 

            	
              46

            


    

     

    
      	
               
      

            	
              SECTION
      7.06

            	
              Compensation
      and Reimbursement 

            	
              46

            


    

     

    
      	
               
      

            	
              SECTION
      7.07

            	
              Right
      of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
      Specifically Prescribed 

            	
              47

            


    

     

    
      	
               
      

            	
              SECTION
      7.08

            	
              Separate
      Trustee; Replacement of Trustee 

            	
              47

            


    

     

    
      	
               
      

            	
              SECTION
      7.09

            	
              Successor
      Trustee by Merger 

            	
              48

            


    

     

    
      	
               
      

            	
              SECTION
      7.10

            	
              Eligibility;
      Disqualification 

            	
              48

            


    

     

    
      	
               
      

            	
              SECTION
      7.11

            	
              Preferential
      Collection of Claims Against Company 

            	
              49

            


    

     

    
      	
               
      

            	
              SECTION
      7.12

            	
              Compliance
      with Tax Laws 

            	
              49

            


    

     

    
      
        	
                ARTICLE
      VIII

              	 CONCERNING
      THE HOLDERS	
                49

              


      

    

     

    
      	
               
      

            	
              SECTION
      8.01

            	
              Evidence
      of Action by Holders 

            	
              49

            


    

     

    
      	
               
      

            	
              SECTION
      8.02

            	
              Proof
      of Execution of Instruments and of Holding of Debt
      Securities 

            	
              49

            


    

     

    
      	
               
      

            	
              SECTION
      8.03

            	
              Who
      May Be Deemed Owner of Debt Securities 

            	
              49

            


    

     

    
      	
               
      

            	
              SECTION
      8.04

            	
              Instruments
      Executed by Holders Bind Future Holders 

            	
              50

            


    

     

    
      
        	
                ARTICLE
      IX

              	  SUPPLEMENTAL
      INDENTURES	
                51

              


      

    

     

    
      	
               
      

            	
              SECTION
      9.01

            	
              Purposes
      for Which Supplemental Indenture May Be Entered into Without Consent of
      Holders 

            	
              51

            


    

     

    
      	
               
      

            	
              SECTION
      9.02

            	
              Modification
      of Indenture with Consent of Holders of Debt
    Securities 

            	
              53

            


    

     

    
      	
               
      

            	
              SECTION
      9.03

            	
              Effect
      of Supplemental Indentures 

            	
              54

            


    

     

    
      	
               
      

            	
              SECTION
      9.04

            	
              Debt
      Securities May Bear Notation of Changes by Supplemental
      Indentures 

            	
              54

            


    

     

    
      
        	
                ARTICLE
      X

              	 CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE	
                54

              


      

    

     


    
      
         


      

      
        iii

        
          

        

      

      
         


        
          TABLE
OF CONTENTS

          (continued)

          Page

           

          


        

      

    


    
      
        	
                 
      

              	 SECTION
      10.01	 Consolidations
      and Mergers of the Company                                                        	
                54

              


      

    

     

    
      
        	
                 
      

              	
                SECTION
      10.02

              	
                Rights
      and Duties of Success Corporation 

              	
                55

              


      

       

      
        
          
            	
                    ARTICLE
      XI

                  	 SATISFACTION
      AND DISCHARGE OF INDENTURE	
                    55

                  


          

        

         

      

    

    
      
        	
                 
      

              	
                SECTION
      11.01

              	
                Applicability
      of Article

              	
                55

              


      

    

     

    
      
        	
                 
      

              	
                SECTION
      11.02

              	
                Satisfaction
      and Discharge of Indenture:  Defeasance

              	
                55

              


      

    

     

    
      
        	
                 
      

              	
                SECTION
      11.03

              	
                Conditions
      of Defeasance

              	
                56

              


      

    

     

    
      
        
          	
                   
      

                	
                  SECTION
      11.04

                	
                  Application
      of Trust Money

                	
                  58

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      11.05

                	
                  Repayment
      to Company

                	
                  58

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      11.06

                	
                  Indemnity
      for U.S. Government Obligations

                	
                  58

                


        

      

       

    

    
      
        
          	
                   
      

                	
                  SECTION
      11.07

                	
                  Reinstatement

                	
                  58

                


        

      

       

      
        	
                ARTICLE
      XII

              	 SUBORDINATION
      OF DEBT SECURITIES	
                58

              


         

      

      
        
          	
                   
      

                	
                  SECTION
      12.01

                	
                  Applicability
      of Article; Agreement to Subordinate

                	
                  58

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      12.02

                	
                  Liquidation,
      Dissolution, Bankruptcy

                	
                  59

                


        

      

       

      
        
          
            	
                     
      

                  	
                    SECTION
      12.03

                  	
                    Default
      on Senior Indebtedness

                  	
                    59

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      12.04

                  	
                    Acceleration
      of Payment of Debt Securities 

                  	
                    60

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      12.05

                  	
                    When
      Distribution Must Be Paid over

                  	
                    60

                  


          

        

         

        
          
            
              	
                       
      

                    	
                      SECTION
      12.06

                    	
                      Subrogation

                    	
                      60

                    


            

          

           

          
            
              	
                       
      

                    	
                      SECTION
      12.07 

                    	
                      Relative
      Rights

                    	
                      60

                    


            

          

           

          
            
              	
                       
      

                    	
                      SECTION
      12.08

                    	
                      Subordination
      May Not Be Impaired By Company

                    	
                      61

                    


            

          

           

          
            
              
                	
                         
      

                      	
                        SECTION
      12.09

                      	
                        Rights
      of Trustee and Paying Agent

                      	
                        61

                      


              

            

             

            
              
                	
                         
      

                      	
                        SECTION
      12.10

                      	
                        Distribution
      or Notice to Representative

                      	
                        61

                      


              

            

             

            
              
                	
                         
      

                      	
                        SECTION
      12.11

                      	
                        ARTICLE
      XII Not to Prevent Defaults or Limit Right to Accelerate

                      	
                        61

                      


              

            

          

        

      

    

     

    
      
        
          	
                   
      

                	
                  SECTION
      12.12

                	
                  Trust
      Moneys Not Subordinated

                	
                  61

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      12.13

                	
                  Trustee
      Entitled to Rely

                	
                  62

                


        

      

       

      
        
          
            	
                     
      

                  	
                    SECTION
      12.14 

                  	
                    Trustee
      to Effectuate Subordination

                  	
                    62

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      12.15

                  	
                    Trustee
      Not Fiduciary for Holders of Senior Indebtedness

                  	
                    62

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      12.16

                  	
                    Reliance
      by Holders of Senior Indebtedness on Subordination
    Provisions

                  	
                    62

                  


          

        

         

        
          
            	
                    ARTICLE
      XIII

                  	 MISCELLANEOUS
      PROVISIONS	
                    62

                  


             

          

        

        
          
            
              	
                       
      

                    	
                      SECTION
      13.01

                    	
                      Successors
      and Assigns of Company Bound by Indenture

                    	
                      63

                    


            

          

        

      

    

     


    
      
         


      

      
        iv

        
          

        

      

      
         


        
          TABLE
OF CONTENTS

          (continued)

          Page

           

          


        

      

    

     

    
       

      
        
          	
                   
      

                	
                  SECTION
      13.02

                	
                  Acts
      of Board, Committee or Officer of Successor Company Valid

                	
                  63

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      13.03

                	
                  Required
      Notices or Demands

                	
                  63

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      13.04

                	
                  Governing
      Law

                	
                  63

                


        

      

       

      
        
          	
                   
      

                	
                  SECTION
      13.05

                	
                  Officers'
      Certificate and Opinion of Counsel to Be Furnished upon Applicaiton or
      Demand by the Company

                	
                  64

                


        

      

       

      
        
          
            	
                     
      

                  	
                    SECTION
      13.06

                  	
                    Payments
      Due on Legal Holidays

                  	
                    64

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      13.07

                  	
                    Provisions
      Required by Trust Indenture Act to Control

                  	
                    64

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      13.08

                  	
                    Computation
      of Interest on Debt Securities

                  	
                    64

                  


          

        

         

        
          
            
              	
                       
      

                    	
                      SECTION
      13.09

                    	
                      Rules
      by Trustee, Paying Agent and Registrar

                    	
                      65

                    


            

          

           

          
            
              	
                       
      

                    	
                      SECTION
      13.10

                    	
                      No
      Recourse Against Others

                    	
                      65

                    


            

          

           

          
            
              	
                       
      

                    	
                      SECTION
      13.11

                    	
                      Severability

                    	
                      65

                    


            

          

        

      

      
         

        
          
            	
                     
      

                  	
                    SECTION
      13.12

                  	
                    Effect
      of Headings

                  	
                    65

                  


          

        

         

        
          
            	
                     
      

                  	
                    SECTION
      13.13

                  	
                    Indenture
      May Be Executed in Counterparts

                  	
                    65

                  


          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    INDENTURE
dated as of May 19, 2009, between Swift Energy Company, a corporation duly
organized and existing under the laws of the State of Texas (hereinafter
sometimes called the “Company”), and Wells Fargo Bank, National Association
(hereinafter sometimes called the “Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes, bonds or
other evidences of indebtedness to be issued in one or more series unlimited as
to principal amount (herein called the “Debt Securities”), as in this Indenture
provided.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH

     

    That in
order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and
of the purchase and acceptance of the Debt Securities by the holders thereof,
the Company and the Trustee covenant and agree with each other, for the benefit
of the respective Holders from time to time of the Debt Securities or any series
thereof, as follows:

     

    ARTICLE
I

    Definitions

     

    SECTION
1.01  Certain Terms
Defined.  The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any Indenture supplemental hereto
shall have the respective meanings specified in this
Section 1.01.  All other terms used in this Indenture which are
defined in the Trust Indenture Act or which are by reference therein defined in
the Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
the Trust Indenture Act and in the Securities Act as in force as of the date of
original execution of this Indenture.

     

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

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     “Authorized Newspaper”
means a newspaper in an official language of the country of publication
customarily published at least once a day, and customarily published for at
least five days in each calendar week, and of general circulation in such city
or cities specified pursuant to Section 2.03 with respect to the Debt Securities
of any series.  Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and
in each case on any business day in such city.

     

     “Bank Indebtedness”
means any and all amounts payable under or in respect of (i) the Credit
Agreement, as supplemented, amended, modified, refinanced or replaced at any
time from time to time, and (ii) any lines of credit and letters of credit
of the Company, in each case, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

     

     “Banks” has the
meaning specified in the Credit Agreement.

     

     “Board of Directors”
means either the Board of Directors of the Company or any duly authorized
committee or subcommittee of such Board, except as the context may otherwise
require.

     

     “business day” means,
when used with respect to any Place of Payment specified pursuant to
Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday
or a day on which banking institutions or trust companies in such Place of
Payment are authorized or obligated by law to close, except as otherwise
specified pursuant to Section 2.03.

     

     “Capitalized Lease
Obligation” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP; and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

     

     “Capital Stock” of any
Person means any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests (including
partnership interests) in (however designated) equity of such Person, including
any Preferred Stock, but excluding any debt securities convertible into such
equity.

     

     “Commodity Price Protection
Agreement” means, in respect of any Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices.

     

     “Common Stock” means
the common stock ($0.01 par value), of the Company, which stock is currently
listed on the New York Stock Exchange.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     “Company” means Swift
Energy Company, a Texas corporation, and, subject to the provisions of
Article X, shall also include its successors and assigns.

     

     “Company Order” means
a written order of the Company, signed by its Chairman of the Board, President
or any Vice President and by its Treasurer, Secretary, any Assistant Treasurer
or any Assistant Secretary.

     

     “Corporate trust office of
the Trustee” or other similar term means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered in the United States of America, which office at the
date of execution is located at Wells Fargo Bank, National Association, 1445
Ross Avenue, 2nd floor
Attn: Corporate Trust Services, Dallas TX 75202-2812.

     

     “Credit Agreement”
means the First Amended and Restated Credit Agreement effective June 29, 2004,
as amended by the First Amendment to First Amended and Restated Credit Agreement
effective November 1, 2005, by the Second Amendment to First Amended and
Restated Credit Agreement effective December 28, 2005, by the Third Amendment to
First Amended and Restated Credit Agreement effective October 2, 2006, by the
Fourth Amendment to First Amended and Restated Credit Agreement effective May 1,
2008 and by the Fifth Amendment to First Amended and Restated Credit Agreement
effective May 1, 2009, among the Company, Swift Energy Operating, LLC, the Banks
party thereto, and J.P. Morgan Chase Bank, N.A., as administrative agent, and as
supplemented, amended, modified, refinanced or replaced at any time thereafter
from time to time.

     

     “Currency” means
Dollars or Foreign Currency.

     

     “Currency Exchange Protection
Agreement” means, in respect of any Person, any foreign exchange
contract, currency swap agreement, currency option or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

     

     “Debt Security” or
“Debt
Securities” has the meaning stated in the first recital of this Indenture
and more particularly means any debt security or debt securities, as the case
may be, of any series authenticated and delivered under this
Indenture.

     

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

     

     “Depositary” means,
unless otherwise specified by the Company pursuant to either Section 2.03
or 2.15, with respect to registered Debt Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Exchange Act or other applicable
statute or regulations.

     

     “Designated Senior
Indebtedness” means (i) the Bank Indebtedness and (ii) any
other Senior Indebtedness of the Company.

     


    
      
         


      

      
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     “Disqualified Stock”
of a Person means Redeemable Stock of such Person as to which the maturity,
mandatory redemption, conversion or exchange or redemption at the option of the
holder thereof occurs, or may occur, on or prior to the Stated Maturity of the
Debt Securities.

     

     “Dollar” or “$” means such
currency of the United States as at the time of payment is legal tender for the
payment of public and private debts.

     

     “Dollar Equivalent”
means, with respect to any monetary amount in a Foreign Currency, at any time
for the determination thereof, the amount of Dollars obtained by converting such
Foreign Currency involved in such computation into Dollars at the spot rate for
the purchase of Dollars with the applicable Foreign Currency as quoted by
Citibank, N.A. (unless another comparable financial institution is designated by
the Company) in New York, New York at approximately 11:00 a.m. (New York
time) on the date two business days prior to such determination.

     

     “Event of Default” has
the meaning specified in Section 6.01.

     

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

     

     “Floating Rate
Security” means a Debt Security that provides for the payment of interest
at a variable rate determined periodically by reference to an interest rate
index specified pursuant to Section 2.03.

     

     “Foreign Currency”
means a currency issued or adopted by the government of any country other than
the United States or a composite currency the value of which is determined by
reference to the values of the currencies of any group of
countries.

     

     “GAAP” means generally
accepted accounting principles in the United States as in effect as of the date
on which the Debt Securities of the applicable series are issued, including
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.  All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP
consistently applied.

     

     “Global Security”
means with respect to any series of Debt Securities issued hereunder, a Debt
Security which is executed by the Company and authenticated and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with this Indenture and any Indentures supplemental hereto, or
resolution of the Board of Directors and set forth in an Officers’ Certificate,
which shall be registered in the name of the Depositary or its nominee and which
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the Outstanding Debt Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due and interest rate or method of determining interest.

     


    
      
         


      

      
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     “Government Contract
Lien” means any Lien required by any contract, statute, regulation or
order in order to permit the Company or any of its Subsidiaries to perform any
contract or subcontract made by it with or at the request of the United States
or any State thereof or any department, agency or instrumentality of either or
to secure partial, progress, advance or other payments by the Company or any of
its Subsidiaries to the United States or any State thereof or any department
agency or instrumentality of either pursuant to the provisions of any contract,
statute, regulation or order.

     

     “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such other Person or
(ii) entered into for purposes of assuring in any other manner the obligee
of such Indebtedness or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part); provided, however, that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The term “Guarantee” used as a verb has
a corresponding meaning.

     

     “Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Interest Rate
Protection Agreement, Currency Exchange Protection Agreement or Commodity Price
Protection Agreement or other similar agreement.

     

     “Holder,” “Holder of Debt
Securities” or other similar terms mean, with respect to a Registered
Security, the Registered Holder.

     

     “Incur” means issue,
assume, Guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be incurred by such Subsidiary at the time it
becomes a Subsidiary.  The terms “Incurred”, “Incurrence” and
“Incurring” shall each have a correlative meaning.

     

     “Indebtedness” means,
with respect to any Person on any date of determination (without
duplication),

     

    (i) the
principal of Indebtedness of such Person for borrowed money;

    


    (ii) the
principal of obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments;

    


    (iii) all
Capitalized Lease Obligations of such Person;

    


    (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except Trade Payables);

     

    (v) all
obligations of such Person in respect of letters of credit, banker’s acceptances
or other similar instruments or credit transactions (including reimbursement
obligations with respect thereto), other than obligations with respect to
letters of credit


    
      
         


      

      
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    securing
obligations (other than obligations described in (i) through (iv) above) entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third business day following receipt by
such Person of a demand for reimbursement following payment on the letter of
credit;

    


    (vi) the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock (but excluding, in each
case, any accrued dividends);

    


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

    


    (viii)
all Indebtedness of other Persons to the extent Guaranteed by such
Person.

     

    For
purposes of this definition, the maximum fixed redemption, repayment or
repurchase price of any Disqualified Stock or Preferred Stock that does not have
a fixed redemption, repayment or repurchase price shall be calculated in
accordance with the terms of such Stock as if such Stock were redeemed, repaid
or repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture.

     

     “Indenture” means this
instrument as originally executed, or, if amended or supplemented as herein
provided, as so amended or supplemented and shall include the form and terms of
particular series of Debt Securities as contemplated hereunder, whether or not a
supplemental indenture is entered into with respect thereto.

     

     “Interest Rate Protection
Agreement” means, in respect of any Person, any interest rate swap
agreement, interest rate option agreement, interest rate cap agreement, interest
rate collar agreement, interest rate floor agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in interest
rates.

     

     “Lien” means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in
the nature thereof).

     

     “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
President or any Vice President and by the Treasurer, chief accounting officer,
the Secretary or any Assistant Treasurer or Assistant Secretary of the
Company.  Each such certificate shall include the statements provided
for in Section 13.05, if applicable.

     

     “Opinion of Counsel”
means an opinion in writing signed by legal counsel for the Company (which
counsel may be an employee of the Company), or outside counsel for the
Company.  Each such opinion shall include the statements provided for
in Section 13.05, if applicable.

     


    
      
         


      

      
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     “Original Issue Discount Debt
Security” means any Debt Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration or
acceleration of the maturity thereof pursuant to Section 6.01.

     

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

     

    (i) Debt
Securities of that series theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

    


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

    


    (iii)
Debt Securities of that series which have been paid pursuant to
Section 2.09 or in exchange for or in lieu of which other Debt Securities
have been authenticated and delivered pursuant to this Indenture, other than any
such Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Company;

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which the Trustee
knows to be so owned shall be so disregarded.  Debt Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Debt Securities and that the pledgee is not the
Company or any other obligor upon the Debt Securities or an Affiliate of the
Company or of such other obligor.  In determining whether the Holders
of the requisite principal amount of outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.  In determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of a Debt Security denominated in one or more
foreign currencies or currency units that shall be deemed to be Outstanding for
such purposes shall be the Dollar Equivalent, determined

     


    
      
         


      

      
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    in the
manner provided as contemplated by Section 2.03 on the date of original
issuance of such Debt Security, of the principal amount (or, in the case of any
Original Issue Discount Security, the Dollar Equivalent on the date of original
issuance of such Security of the amount determined as provided in the preceding
sentence above) of such Debt Security.

     

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

     

     “Permitted Liens”
means, with respect to any Person, (a) pledges or deposits by such Person
under worker’s compensation laws, unemployment insurance laws, social security
laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or bonds to secure performance,
surety or appeal bonds to which such Person is a party or which are otherwise
required of such Person, or deposits as security for contested taxes or import
duties or for the payment of rent or other obligations of like nature, in each
case Incurred in the ordinary course of business; (b) Liens imposed by law,
such as carriers’, warehousemen’s, laborers’, materialmen’s, landlords’,
vendors’, workmen’s, operators’, factors and mechanics liens, in each case for
sums not yet due or being contested in good faith by appropriate proceedings;
(c) Liens for taxes, assessments and other governmental charges or levies
not yet delinquent or which are being contested in good faith by appropriate
proceedings; (d) survey exceptions, encumbrances, easements or reservations
of or with respect to, or rights of others for or with respect to, licenses,
rights-of-way, sewers, electric and other utility lines and usages, telegraph
and telephone lines, pipelines, surface use, operation of equipment, permits,
servitudes and other similar matters, or zoning or other restrictions as to the
use of real property or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person; (e) Liens existing on or
provided for under the terms of agreements existing on the Issue Date
(including, without limitation, under the Credit Agreement); (f) Liens on
property at the time the Company or any of its Subsidiaries acquired the
property or the entity owning such property, including any acquisition by means
of a merger or consolidation with or into the Company; provided, however, that any
such Lien may not extend to any other property owned by the Company or any of
its Subsidiaries, (g) Liens securing a Hedging Obligation so long as such
Hedging Obligation is of the type customarily entered into for the purpose of
limiting risk; (h) Purchase Money Liens; (i) Liens securing only
Indebtedness of a Subsidiary of the Company to the Company or one or more wholly
owned Subsidiaries of the Company; (j) Liens on any property to secure
Indebtedness incurred in connection with the construction, installation or
financing of pollution control or abatement facilities or other forms of
industrial revenue bond financing or Indebtedness issued or Guaranteed by the
United States, any state or any department, agency or instrumentality thereof;
(k) Government Contract Liens; (l) Liens securing Indebtedness of
joint ventures in which the Company or a Subsidiary has an interest to the
extent such Liens are on property or assets of, such joint ventures;
(m) Liens resulting from the deposit

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    of funds
or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness
of the Company or any of its Subsidiaries; (n) legal or equitable
encumbrances deemed to exist by reason of negative pledges or the existence of
any litigation or other legal proceeding and any related lis pendens filing
(excluding any attachment prior to judgment lien or attachment lien in aid of
execution on a judgment); (o) any attachment Lien being contested in good
faith and by proceedings promptly initiated and diligently conducted, unless the
attachment giving rise thereto will not, within sixty days after the entry
thereof, have been discharged or fully bonded or will not have been discharged
within sixty days after the termination of any such bond; (p) any judgment
Lien, unless the judgment it secures will not, within sixty days after the entry
thereof, have been discharged or execution thereof stayed pending appeal, or
will not have been discharged within sixty days after the expiration of any
such stay; (q) Liens to banks arising from the issuance of letters of
credit issued by such banks (“issuing banks”) on the following: (i) any and
all shipping documents, warehouse receipts, policies or certificates of
insurance and other document accompanying or relative to drafts drawn under any
credit, and any draft drawn thereunder (whether or not such documents, goods or
other property be released to or upon the order of the Company or any Subsidiary
under a security agreement or trust or bailee receipt or otherwise), and the
proceeds of each and all of the foregoing; (ii) the balance of every
deposit account, now or at the time hereafter existing, of the Company or any
Subsidiary with the issuing banks, and any other claims of the Company or any
Subsidiary against the issuing banks; and all property claims and demands and
all rights and interests therein of the Company or any Subsidiary and all
evidences thereof and all proceeds thereof which have been or at any time will
be delivered to or otherwise come into the issuing bank’s possession, custody or
control, or into the possession, custody or control of any bailee for the
issuing bank or of any of its agents or correspondents for the account of the
issuing bank, for any purpose, whether or not the express purpose of being used
by the issuing bank as collateral security or for the safekeeping or for any
other or different purpose, the issuing bank being deemed to have possession or
control of all of such property actually in transit to or from or set apart for
the issuing bank, any bailee for the issuing bank or any of its correspondents
for other acting in its behalf, it being understood that the receipt at any time
by the issuing bank, or any of its bailees, agents or correspondents, or other
security, of whatever nature, including cash, will not be deemed a waiver of any
of the issuing bank’s rights or power hereunder; (iii) all property shipped
under or pursuant to or in connection with any credit or drafts drawn thereunder
or in any way related thereto, and all proceeds thereof; (iv) all additions
to and substitutions for any of the property enumerated above in this
subsection; (r) rights of a common owner of any interest in property held
by such Person; (s) any defects, irregularities or deficiencies in title to
easements, rights-of-way or other properties which do not in the aggregate
materially adversely affect the value of such properties or materially impair
their use in the operation of the business of such Person; and (t) Liens to
secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements), as a
whole, or in part, of any indebtedness secured by any Lien referred to in the
foregoing clauses (e) through (l); provided, however, that
(i) such new Lien shall be limited to all or part of the same property that
secured the original Lien (plus improvements on such property) and (ii) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (A) the outstanding principal amount or, if
greater, committed amount of the indebtedness described under clauses (e)
through (l) at the time the original Lien became a Permitted Lien under this
Indenture and (B) an amount

     


    
      
         


      

      
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    necessary
to pay any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement.

     

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

     

     “Place of Payment”
means, when used with respect to the Debt Securities of any series, the place or
places where the principal of, and premium, if any, and interest on, the Debt
Securities of that series are payable as specified pursuant to
Section 2.03.

     

     “Preferred Stock” as
applied to the Capital Stock of any corporation, means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation.

     

     “Purchase Money Lien”
means a Lien on property securing Indebtedness Incurred by the Company or any of
its Subsidiaries to provide funds for all or any portion of the cost of
acquiring, constructing, altering, expanding, improving or repairing such
property or assets used in connection with such property.

     

     “Redeemable Stock”
means, with respect to any Person, any Capital Stock which by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Indebtedness (other than Preferred
Stock) or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part.

     

     “Registered Holder”
means the Person in whose name a Registered Security is registered in the Debt
Security Register (as defined in Section 2.07(a)).

     

     “Registered Security”
means any Debt Security registered as to principal and interest in the Debt
Security Register (as defined in Section 2.07(a)).

     

     “Registrar” has the
meaning set forth in Section 2.07(a).

     

     “Representative” means
the trustee, agent or representative (if any) for an issue of
Indebtedness.

     

     “responsible officer”
when used with respect to the Trustee, means any officer within the Trustee,
including any Vice President, any Second Vice President, any trust officer or
any other officer of the Trustee performing functions similar to those performed
by the persons who at the time shall be such officers, and any other officer of
the Trustee to whom corporate trust matters are referred because of his
knowledge of and familiarity with the particular subject.

     


    
      
         


      

      
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     “Restricted
Subsidiary” means a Subsidiary of the Company that shall at the time,
directly or indirectly, through one or more Subsidiaries or in combination with
one or more Subsidiaries or the Company, owns or leases a Principal
Property.

     

     “Secured Indebtedness”
means any Indebtedness of the Company secured by a Lien.

     

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

     

     “Senior Indebtedness”
means, as to any series of Debt Securities subordinated pursuant to the
provisions of Article XII, the Indebtedness of the Company identified as
Senior Indebtedness in the resolution of the Board of Directors and accompanying
Officers’ Certificate or supplemental Indenture setting forth the terms,
including as to subordination, of such series.

     

     “Stated Maturity”
means, with respect to any security, the date specified in such security as the
fixed date on which the payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but excluding
any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).

     

     “Subsidiary” of any
Person means any corporation, association, partnership or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

     

     “Temporary Cash
Investments” means any of the following: (i) investments in U.S.
Government Obligations maturing within 90 days of the date of acquisition
thereof, (ii) investments in time deposit accounts, certificates of deposit
and money market deposits maturing within 90 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States, any State thereof or any foreign country
recognized by the United States having capital, surplus and undivided profits
aggregating in excess of $500,000,000 (or the Dollar Equivalent thereof) and
whose long-term debt is rated “A” or higher according to Moody’s Investors
Service, Inc. (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under
the Securities Act)), (iii) repurchase obligations with a term of not more
than 7 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above and (iv) investments in commercial paper, maturing not more than
90 days after the date of acquisition, issued by a corporation (other than
an Affiliate of the Company) organized and in existence under the laws of the
United States or any foreign country recognized by the United States with a
rating at the time as of which any investment therein is made of “P-1” (or
higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher)
according to Standard and Poor’s Corporation.

     


    
      
         


      

      
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     “Trade Payables”
means, with respect to any Person, any accounts payable or any Indebtedness or
monetary obligation to trade creditors created, assumed or Guaranteed by such
Person arising in the ordinary course of business of such Person in connection
with the acquisition of goods or services.

     

     “Trustee” initially
means Wells Fargo Bank, National Association and any other Person or Persons
appointed as such from time to time pursuant to Section 7.08, and, subject
to the provisions of Article VII, includes its or their successors and
assigns.  If at any time there is more than one such Person, “Trustee”
as used with respect to the Debt Securities of any series shall mean the Trustee
with respect to the Debt Securities of that series.

     

     “Trust Indenture Act”
(except as herein otherwise expressly provided) means the Trust Indenture Act of
1939 as in force at the date of this Indenture as originally executed and, to
the extent required by law, as amended.

     

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

     

     “U.S. Government
Obligations” means securities that are (x) direct obligations of the
United States for the payment of which its full faith and credit is pledged or
(y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, in either case, are not callable or redeemable at the option of
the issuer thereof.

     

     “Yield to Maturity”
means the yield to maturity calculated at the time of issuance of a series of
Debt Securities, or, if applicable, at the most recent redetermination of
interest on such series and calculated in accordance with accepted financial
practice.

     

    SECTION
1.02  Incorporation by Reference
of Trust Indenture Act.  This Indenture is subject to the
mandatory provisions of the Trust Indenture Act, which are incorporated by
reference in and made a part of this indenture.  The following Trust
Indenture Act terms have the following meanings:

     

     “indenture securities”
means the Debt Securities.

     

     “indenture security
holder” means a Holder.

     

     “indenture to be
qualified” means this Indenture.

     

     “indenture trustee” or
“institutional
trustee” means the Trustee.

     

     “obligor” on the
indenture securities means the Company and any other obligor on the Debt
Securities.

     

    All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust
indenture Act, reference to another statute or defined by rules of the
Securities and Exchange Commission have the meanings assigned to them by such
definitions.

     


    
      
         


      

      
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    SECTION
1.03  Rules
of Construction.  Unless the context otherwise
requires:

     

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

     

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

     

    (3)  “or”
is not exclusive;

     

    (4)  “including”
means including without limitation;

     

    (5) words
in the singular include the plural and words in the plural include the
singular;

     

    (6) if
the applicable series of Debt Securities are subordinated pursuant to
Article XII, unsecured indebtedness shall not be deemed to be subordinate
or junior to Secured Indebtedness merely by virtue of its nature as unsecured
indebtedness;

     

    (7) the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP;
and

     

    (8) the
principal amount of any Preferred Stock shall be the greater of (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock.

     

    ARTICLE
II

    Debt
Securities

     

    SECTION
2.01  Forms
Generally.  The Debt Securities of each series shall be in
substantially the form established without the approval of any Holder 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 such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Company may deem
appropriate (and, if not contained in a supplemental Indenture entered into in
accordance with Article IX, as are not prohibited by the provisions of this
Indenture) or as may be required or appropriate to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange on
which such series of Debt Securities may be listed, or to conform to general
usage, or as may, consistently herewith, be determined by the officers executing
such Debt Securities as evidenced by their execution of the Debt
Securities.

     

    The
definitive Debt Securities of each series shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Debt Securities, as evidenced by
their execution of such Debt Securities.

     


    
      
         


      

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

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    Wells
Fargo Bank, National Association, as Trustee

     

    By:  _________________________

    Authorized
Signatory

     

    SECTION
2.03  Principal Amount; Issuable
in Series.  The aggregate principal amount of Debt Securities
which may be issued, executed, authenticated, delivered and outstanding under
this Indenture is unlimited.

     

    The Debt
Securities may be issued in one or more series.  There shall be
established, without the approval of any Holders, 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 Debt Securities of any series any or all of the following:

     

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

     

    (2) any
limit upon the aggregate principal amount of the Debt Securities of the series
which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debt Securities of the series pursuant to
this Article II);

     

    (3) the
date or dates on which the principal and premium, if any, of the Debt Securities
of the series are payable;

     

    (4) the
rate or rates (which may be fixed or variable) at which the Debt Securities of
the series shall bear interest, if any, or the method of determining such rate
or rates, the date or dates from which such interest shall accrue, the interest
payment dates on which such interest shall be payable, or the method by which
such date will be determined, in the case of Registered Securities, the record
dates for the determination of Holders thereof to whom such interest is payable;
and the basis upon which interest will be calculated if other than that of a
360-day year of twelve thirty-day months;

     

    (5) the
Place or Places of Payment, if any, in addition to or instead of the corporate
trust office of the Trustee where the principal of, and interest on, Debt
Securities of the series shall be payable;

     


    
      
         


      

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

     

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

     

    (8) the
terms, if any, upon which the Debt Securities of the series may be convertible
into or exchanged for Common Stock, Preferred Stock (which may be represented by
depositary shares), other Debt Securities or warrants for Common Stock,
Preferred Stock or Indebtedness or other securities of any kind of the Company
or any other obligor or issuer and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or
exchange price or rate, the conversion or exchange period and any other
provision in addition to or in lieu of those described herein;

     

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

    


    (10) if
the amount of principal of or any premium or interest on Debt Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts will be determined;

    


    (11) if
the principal amount payable at the Stated Maturity of Debt Securities of the
series will not be determinable as of any one or more dates prior to such Stated
Maturity, the amount which will be deemed to be such principal amount as of any
such date for any purpose, including the principal amount thereof which will be
due and payable upon any maturity other than the Stated Maturity or which will
be deemed to be Outstanding as of any such date (or, in any such case, the
manner in which such deemed principal amount is to be determined); and the
manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of Dollar
Equivalent;

    


    (12) any
changes or additions to Article XI, including the addition of additional
covenants that may be subject to the covenant defeasance option pursuant to
Section 11.02(b)(ii);

    


    (13) if
other than such coin or Currency of the United States as at the time of payment
is legal tender for payment of public and private debts, the coin or Currency or
Currencies or units of two or more Currencies in which payment of the principal
of and premium, if any, and interest on, Debt Securities of the series shall be
payable;

    


    (14) if
other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of
acceleration of


    
      
         


      

      
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    the
maturity thereof pursuant to Section 6.01 or provable in bankruptcy
pursuant to Section 6.02;

    


    (15) the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Debt Securities of the series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the
Trust Indenture Act are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

    


    (16) any
addition to or change in the Events of Default with respect to the Debt
Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of and interest on, such Debt Securities due
and payable;

    


    (17) if
the Debt Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities, the terms and conditions, if any, upon
which such Global Security or Securities may be exchanged in whole or in part
for other individual Debt Securities in definitive registered form; and the
Depositary for such Global Security or Securities and the form of any legend or
legends to be borne by any such Global Security or Securities in addition to or
in lieu of the legend referred to in Section 2.15;

    


    (18) any
trustees, authenticating or paying agents, transfer agents or
registrars;

    


    (19) the
applicability of, and any addition to or change in the covenants and definitions
currently set forth in this Indenture or in the terms currently set forth in
Article X, including conditioning any merger, conveyance, transfer or lease
permitted by Article X upon the satisfaction of an Indebtedness coverage
standard by the Company and Successor Company (as defined in
Article X);

    


    (20) the
terms, if any, of any Guarantee of the payment of principal of, and premium, if
any, and interest on, Debt Securities of the series and any corresponding
changes to the provisions of this Indenture as currently in effect; provided,
however, that any Guarantees by Subsidiaries may only be made by domestic
Subsidiaries;

    


    (21) the
subordination, if any, of the Debt Securities of the series pursuant to
Article XII and any changes or additions to Article XII;

    


    (22) with
regard to Debt Securities of the series that do not bear interest, the dates for
certain required reports to the Trustee; and

    


    (23) any
other terms of the Debt Securities of the series (which terms shall not be
prohibited by the provisions of this Indenture).

     

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

     


    
      
         


      

      
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    SECTION
2.04  Execution of Debt
Securities.  The Debt Securities shall be signed on behalf of
the Company by its Chairman of the Board, its Vice Chairman, its President or a
Vice President and by its Secretary, an Assistant Secretary, a Treasurer or an
Assistant Treasurer.  Such signatures upon the Debt Securities may be
the manual or facsimile signatures of the present or any future such authorized
officers and may be imprinted or otherwise reproduced on the Debt
Securities.  The seal of the Company, if any, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Securities.

     

    Only such
Debt Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, signed manually by the Trustee,
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose.  Such certificate by the Trustee upon any Debt
Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered
hereunder.

     

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

     

    SECTION
2.05  Authentication and Delivery
of Debt Securities.  At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Company
Order.  In authenticating such Debt Securities and accepting the
additional responsibilities under this Indenture in relation to such Debt
Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01.) shall be fully protected in relying upon:

     

    (1) a
copy of any resolution or resolutions of the Board of Directors, certified by
the Secretary or Assistant Secretary of the Company, authorizing the terms of
issuance of any series of Debt Securities;

     

    (2) an
executed supplemental Indenture, if any;

     

    (3) an
Officers’ Certificate; and

     

    (4) an
Opinion of Counsel prepared in accordance with Section 13.05 substantially
to the effect that:

     

    (a) the
form of such Debt Securities has been established by or pursuant to a resolution
of the Board of Directors or by a supplemental Indenture as permitted by
Section 2.01 in conformity with the provisions of this
Indenture;

     


    
      
         


      

      
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    (b) the
terms of such Debt Securities have been established by or pursuant to a
resolution of the Board of Directors or by a supplemental Indenture as permitted
by Section 2.03 in conformity with the provisions of this
Indenture;

     

    (c) such
Debt Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability;

     

    Such
Opinion of Counsel need express no opinion as to whether a court in the United
States would render a money judgment in a currency other than that of the United
States.

     

    The
Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing
Holders.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Debt Securities of any series.  Unless limited by the
terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as any Registrar,
paying agent or agent for service of notices and demands.

     

    Unless
otherwise provided in the form of Debt Security for any series, each Debt
Security shall be dated the date of its authentication.

     

    SECTION
2.06  Denomination of Debt
Securities.  Unless otherwise provided in the form of Debt
Security for any series, the Debt Securities of each series shall be issuable
only as Registered Securities in such denominations as shall be specified or
contemplated by Section 2.03.  In the absence of any such
specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

     

    SECTION
2.07  Registration of Transfer and Exchange.  

     

     (a)  The
Company shall keep or cause to be kept a register for each series of Registered
Securities issued hereunder (hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the transfer of Registered Securities as in this Article II
provided.  At all reasonable times the Debt Security Register shall be
open for inspection by the Trustee.  Subject to Section 2.15,
upon due presentment for registration of transfer of any Registered Security at
any office or agency to be maintained by the Company in

     


    
      
         


      

      
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    accordance
with the provisions of Section 4.02, the Company shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of authorized
denominations for a like aggregate principal amount.

     

    Unless
and until otherwise determined by the Company by resolution of the Board of
Directors, the register of the Company for the purpose of registration, exchange
or registration of transfer of the Registered Securities shall be kept at the
corporate trust office of the Trustee and, for this purpose, the Trustee shall
be designated “Registrar”.

     

    Registered
Securities of any series (other than a Global Security) may be exchanged for a
like aggregate principal amount of Registered Securities of the same series of
other authorized denominations.  Subject to Section 2.15,
Registered Securities to be exchanged shall be surrendered at the office or
agency to be maintained by the Company as provided in Section 4.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Registered Security or Registered Securities which the Holder
making the exchange shall be entitled to receive.

     

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

     

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

     

    No
service charge shall be made for any exchange or registration of transfer of
Debt Securities (except as provided by Section 2.09), but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto, other than those expressly
provided in this Indenture to be made at the Company’s own expense or without
expense or without charge to the Holders.

     

    The
Company shall not be required (a) to issue, register the transfer of or
exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (b) to
register the transfer of or exchange any Debt Securities selected, called or
being called for redemption.

     

    Prior to
the due presentation for registration of transfer of any Debt Security, the
Company, the Trustee, any paying agent or any Registrar may deem and treat the
Person in whose name a Debt Security is registered as the absolute owner of such
Debt Security for the purpose of receiving payment of principal of, and premium,
if any, and interest on, such Debt Security and for all other purposes
whatsoever, whether or not such Debt Security is overdue, and none of the
Company, the Trustee, any paying agent or Registrar shall be affected by notice
to the contrary.

     


    
      
         


      

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

     

    SECTION
2.08  Temporary Debt
Securities.  Pending the preparation of definitive Debt
Securities of any series, the Company may execute and the Trustee shall
authenticate and deliver temporary Debt Securities (printed, lithographed,
photocopied, typewritten or otherwise produced) of any authorized denomination,
and substantially in the form of the definitive Debt Securities in lieu of which
they are issued, in registered form and with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities, all as may be
determined by the Company with the concurrence of the
Trustee.  Temporary Debt Securities may contain such reference to any
provisions of this Indenture as may be appropriate.  Every temporary
Debt 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 Debt Securities.

     

    If
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay.  After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer, and upon surrender
for cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor.  Until so
exchanged, temporary Debt Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Debt Securities
of such series, except as otherwise specified as contemplated by
Section 2.03(17) with respect to the payment of interest on Global
Securities in temporary form.

     

    Upon any
exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Debt Securities represented thereby pursuant to
Section 2.07 or this Section 2.08, the temporary Global Security shall
be endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

     

    SECTION
2.09  Mutilated, Destroyed, Lost
or Stolen Debt Securities.  If (i) any mutilated Debt
Security is surrendered to the Trustee at its corporate trust office (in the
case of Registered Securities) or (ii) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Debt
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them and any paying agent
harmless, and neither the Company nor the Trustee receives notice that such Debt
Security has been acquired by a bona fide purchaser, then the Company shall
execute and, upon a Company Order, the Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt
Security, a new Debt Security of the same series of like

     


    
      
         


      

      
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    tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding.  Upon the issuance of any substituted Debt Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  In case any Debt Security which has
matured or is about to mature or which has been called for redemption shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substituted Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) if
the applicant for such payment shall furnish the Company and the Trustee with
such security or indemnity as either may require to save it harmless from all
risk, however remote, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Debt Security and of the ownership thereof.

     

    Every
substituted Debt Security of any series issued pursuant to the provisions of
this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder.  All Debt Securities
shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debt Securities, and shall preclude any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     

    SECTION
2.10  Cancellation of Surrendered
Debt Securities.  All
Debt Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture.  All canceled Debt Securities held by the Trustee shall be
destroyed (subject to the record retention requirements of the Exchange Act) and
certification of their destruction delivered to the Company, unless otherwise
directed.  On request of the Company, the Trustee shall deliver to the
Company canceled Debt Securities held by the Trustee.  If the Company
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented thereby
unless and until the same are delivered or surrendered to the Trustee for
cancellation.  The Company may not issue new Debt Securities to
replace Debt Securities it has redeemed, paid or delivered to the Trustee for
cancellation.

     

    SECTION
2.11  Provisions of the Indenture
and Debt Securities for the Sole Benefit of the Parties and the
Holders.  Nothing in this Indenture or in the Debt Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto, the Holders or any Registrar or paying agent, any legal
or equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all its covenants,
conditions and provisions being for the sole benefit of the parties hereto, the
Holders and any Registrar and paying agents.

     


    
      
         


      

      
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    SECTION
2.12  Payment of Interest; Rights Preserved.  

     

     (a)  Interest
on any Registered Security that is payable and is punctually paid or duly
provided for on any interest payment date shall be paid to the Person in whose
name such Registered Security is registered at the close of business on the
regular record date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the regular
record date.  Payment of interest on Registered Securities shall be
made at the corporate trust office of the Trustee (except as otherwise specified
pursuant to Section 2.03), or at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Debt Security Register or, if provided pursuant to Section 2.03 and in
accordance with arrangements satisfactory to the Trustee, at the option of the
Registered Holder by wire transfer to an account designated by the Registered
Holder.

     

     (b)  Subject
to the foregoing provisions of this Section 2.12 and Section 2.17,
each Debt Security of a particular series delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Debt
Security of the same series shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt
Security.

     

    SECTION
2.13  Securities Denominated in Foreign
Currencies.  

     

     (a)  Except
as otherwise specified pursuant to Section 2.03 for Registered Securities
of any series, payment of the principal of, and premium, if any, and interest
on, Registered Securities of such series will be made in Dollars.

     

     (b)  For
the purposes of calculating the principal amount of Debt Securities of any
series denominated in a Foreign Currency or in units of two or more Foreign
Currencies for any purpose under this Indenture, the principal amount of such
Debt Securities at any time Outstanding shall be deemed to be the Dollar
Equivalent of such principal amount as of the date of any such
calculation.

     

    In the
event any Foreign Currency or currencies or units of two or more Currencies in
which any payment with respect to any series of Debt Securities may be made
ceases to be a freely convertible Currency on United States Currency markets,
for any date thereafter on which payment of principal of, or premium, if any, or
interest on, the Debt Securities of a series is due, the Company shall select
the Currency of payment for use on such date, all as provided in the Debt
Securities of such series.  In such event, the Company shall, as
provided in the Debt Securities of such series, notify the Trustee of the
Currency which it has selected to constitute the funds necessary to meet the
Company’s obligations or such payment date and of the amount of such Currency to
be paid.  Such amount shall be determined as provided in the Debt
Securities of such series.  The payment to the Trustee with respect to
such payment date shall be made by the Company solely in the Currency so
selected.

     

    SECTION
2.14  Wire
Transfers.  Notwithstanding any other provision to the contrary
in this Indenture, the Company may make any payment of monies required to be
deposited with the Trustee on account of principal of, or premium, if any, or
interest on, the Debt

     


    
      
         


      

      
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    Securities
(whether pursuant to optional or mandatory redemption payments, interest
payments or otherwise) by wire transfer of immediately available funds to an
account designated by the Trustee on or before the date such moneys are to be
paid to the Holders of the Debt Securities in accordance with the terms
hereof.

     

    SECTION
2.15  Securities Issuable in the Form of a Global
Security.  

     

     (a)  If
the Company shall establish pursuant to Sections 2.01 and 2.03 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which
(i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the Outstanding Debt Securities of such series to
be represented by such Global Security or Securities, or such portion thereof as
the Company shall specify in an Officers’ Certificate, (ii) shall be
registered in the name of the Depositary for such Global Security or securities
or its nominee, (iii) shall be delivered by the Trustee or its agent to the
Depositary or pursuant to the Depositary’s instruction and (iv) shall bear
a legend substantially to the following effect:  “Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
hereby, this Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary”, or such other legend as may then be required by the Depositary for
such Global Security or Securities.

     

     (b)  Notwithstanding
any other provision of this Section 2.15 or of Section 2.07 to the
contrary, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for definitive Debt Securities in registered form, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 2.07, only by the Depositary to a nominee of the Depositary for
such Global Security, or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary, or by the Depositary or a nominee of the
Depositary to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor
Depositary.

     

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

     


    
      
         


      

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

     

    (iii)  If specified by the
Company pursuant to Sections 2.01 and 2.03 with respect to Debt Securities
issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in
part for individual Debt Securities of such series of like tenor and terms in
definitive form on such terms as are acceptable to the Company, the Trustee and
such Depositary.  Thereupon the Company shall execute, and the Trustee
or its agent upon receipt of a Company Order for the authentication and delivery
of definitive Debt Securities of such series shall authenticate and deliver,
without service charge, (1) to each Person specified by such Depositary a
new Debt Security or Securities of the same series of like tenor and terms and
of any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Persons beneficial interest
in the Global Security; and (2) to such Depositary a new Global Security of
like tenor and terms and in an authorized denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Debt Securities delivered to Holders
thereof.

     

    (iv)  In any exchange
provided for in any of the preceding three paragraphs, the Company will execute
and the Trustee or its agent will authenticate and deliver individual Debt
Securities.  Upon the exchange of the entire principal amount of a
Global Security for individual Debt Securities, such Global Security shall be
canceled by the Trustee or its agent.  Except as provided in the
preceding paragraph, Registered Securities issued in exchange for a Global
Security pursuant to this Section 2.15 shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Registrar.  The Trustee or the
Registrar shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

     

     (v)  Payments
in respect of the principal of and interest on any Debt Securities registered in
the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global
Security.  The Company and the Trustee may treat the Person in whose
name the Debt Securities, including the Global Security, are registered as the
owner thereof for the purpose of receiving such payments and for any and all
other purposes whatsoever.  None of the Company, the Trustee, any
Registrar, the paying agent or any agent of the Company or the Trustee will have
any responsibility or liability for (a) any aspect of the records relating
to or payments made on account of the beneficial ownership interests of the
Global Security by the Depositary or its nominee or any of the Depositary’s
direct or indirect participants, or for maintaining, supervising or reviewing
any records of the Depositary, its nominee or any of its direct or indirect
participants relating to the beneficial

     


    
      
         


      

      
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    ownership
interests of the Global Security, (b) the payments to the beneficial owners
of the Global Security of amounts paid to the Depositary or its nominee, or
(c) any other matter relating to the actions and practices of the
Depositary, its nominee or any of its direct or indirect
participants.  None of the Company, the Trustee or any such agent will
be liable for any delay by the Depositary, its nominee, or any of its direct or
indirect participants in identifying the beneficial owners of the Debt
Securities, and the Company and the Trustee may conclusively rely on, and will
be protected in relying on, instructions from the Depositary or its nominee for
all purposes (including with respect to the registration and delivery, and the
respective principal amounts, of the Debt Securities to be issued).

     

    SECTION
2.16  Medium
Term Securities.  Notwithstanding any contrary provision
herein, if all Debt Securities of a series are not to be originally issued at
one time, it shall not be necessary for the Company to deliver to the Trustee an
Officers’ Certificate, resolutions of the Board of Directors, supplemental
Indenture, Opinion of Counsel or written order or any other document otherwise
required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the
time of authentication of each Debt Security of such series if such documents
are delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first such Debt Security of such series to be issued;
provided, that any subsequent request by the Company to the Trustee to
authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that, as of the date of
such request, the statements made in the Officers’ Certificate delivered
pursuant to Section 2.05 or 13.05 shall be true and correct as if made on
such date and that the Opinion of Counsel delivered at or prior to such time of
authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

     

    A Company
Order delivered by the Company to the Trustee in the circumstances set forth in
the preceding paragraph, may provide that Debt Securities which are the subject
thereof will be authenticated and delivered by the Trustee or its agent on
original issue from time to time upon the telephonic or written order of Persons
designated in such written order (any such telephonic instructions to be
promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental
Indenture or resolution of the Board of Directors relating to such written
order, such terms and conditions of such Debt Securities as are specified in
such Officers’ Certificate, supplemental Indenture or such
resolution.

     

    SECTION
2.17  Defaulted
Interest.  Any interest on any Debt Security of a particular
series which is payable, but is not punctually paid or duly provided for, on the
dates and in the manner provided in the Debt Securities of such series and in
this Indenture (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Registered Holder thereof on the relevant record date by virtue
of having been such Registered Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (i) or
(ii) below:

     

    (i) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series are registered at
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    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 such Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided.  Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Holder thereof at its address as it
appears in the Security Register, not less than 10 days prior to such
special record date.  Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been so mailed, such
Defaulted interest shall be paid to the Persons in whose names the Registered
Securities of such series are registered at the close of business on such
special record date.

    


    (ii) The
Company may make payment of any Defaulted Interest on the Registered Securities
of such series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Registered Securities of such 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 manner of payment shall be deemed practicable by the
Trustee.

     

    SECTION
2.18  Judgments.  The
Company may provide pursuant to Section 2.03 for Debt Securities of any
series that (a) the obligation, if any, of the Company to pay the principal
of, and premium, if any, and interest on, the Debt Securities of any series in a
Foreign Currency or Dollars (the “Designated Currency”) as may be specified
pursuant to Section 2.03 is of the essence and agrees that, to the fullest
extent possible under applicable law, judgments in respect of Debt Securities of
such series shall be given in the Designated Currency; (b) the obligation
of the Company to make payments in the Designated Currency of the principal of,
and premium, if any, and interest on, such Debt Securities shall,
notwithstanding any payment in any other Currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other
Currency (after any premium and cost exchange) on the business day in the
country of issue of the Designated Currency or in the international banking
community (in the case of a composite currency) immediately following the day on
which such Holder receives such payment; (c) if the amount in the
Designated Currency that may be so purchased for any reason falls short of the
amount originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such

     


    
      
         


      

      
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    payment
shall be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.

     

    ARTICLE
III

    Redemption of Debt
Securities

     

    SECTION
3.01  Applicability of
Article.  The provisions of this Article shall be applicable to
the Debt Securities of any series which are redeemable before their Stated
Maturity except as otherwise specified as contemplated by Section 2.03 for
Debt Securities of such series.

     

    SECTION
3.02  Notice
of Redemption; Selection of Debt Securities.  In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Debt Securities of any series in accordance with their terms, a
resolution of the Board of Directors of the Company or a supplemental Indenture,
the Company shall fix a date for redemption and shall give notice of such
redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be
redeemed as a whole or in part, in the manner provided in
Section 13.03.  The notice if given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.  In any case, failure to give such notice
or any defect in the notice to the Holder of any Debt 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 Debt Security of such
series.

     

    Each such
notice of redemption shall specify the date fixed for redemption, the redemption
price at which Debt Securities of such series are to be redeemed, the Place or
Places of Payment that payment will be made upon presentation and surrender of
such Debt Securities, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, that the redemption is for a sinking
fund payment (if applicable), that, if the Company defaults on making such
redemption payment or if the Debt Securities of that series are subordinated
pursuant to the terms of Article XII the paying agent is prohibited from
making such payment pursuant to the terms of this Indenture, that on and after
said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue, that in the case of Original Issue Discount Securities original
issue discount accrued after the date fixed for redemption will cease to accrue,
the terms of the Debt Securities of that series pursuant to which the Debt
Securities of that series are being redeemed and that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Debt Securities of that series.  If less than
all the Debt Securities of a series are to be redeemed the notice of redemption
shall specify the CUSIP numbers of the Debt Securities of that series to be
redeemed.  In case any Debt Security of a series is to be redeemed in
part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series will be issued in principal amount equal to the
unredeemed portion thereof.

     

    At least
60 days before the redemption date unless the Trustee consents to a shorter
period, the Company shall give notice to the Trustee of the redemption date, the
principal

     


    
      
         


      

      
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    amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein.  If fewer than all the Debt Securities of a series are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall be not less than
15 days after the date of notice to the Trustee.

     

    On or
prior to the redemption date for any Registered Securities, the Company shall
deposit with the Trustee or with a paying agent (or, if the Company is acting as
its own paying agent, segregate and hold in trust) an amount of money in the
Currency in which such Debt Securities are denominated (except as provided
pursuant to Section 2.03) sufficient to pay the redemption price of such
Registered Securities or any portions thereof that are to be redeemed on that
date.

     

    If less
than all the Debt Securities of like tenor and terms of a series are to be
redeemed (other than pursuant to mandatory sinking fund redemptions) the Trustee
shall select, in such manner as in its sole discretion it shall deem appropriate
and fair, the Debt Securities of that series or portions thereof (in multiples
of $1,000) to be redeemed.  In any case where more than one Registered
Security of such series is registered in the same name, the Trustee in its
discretion may treat the aggregate principal amount so registered as if it were
represented by one Registered Security of such series.  The Trustee
shall promptly notify the Company in writing of the Debt Securities selected for
redemption and, in the case of any Debt Securities selected for partial
redemption, the principal amount thereof to be redeemed.  If any Debt
Security called for redemption shall not be so paid upon surrender thereof on
such redemption date, the principal, premium, if any, and interest shall bear
interest until paid from the redemption date at the rate borne by the Debt
Securities of that series.  If less than all the Debt Securities of
unlike tenor and terms of a series are to be redeemed, the particular Debt
Securities to be redeemed shall be selected by the
Company.  Provisions of this Indenture that apply to Debt Securities
called for redemption also apply to portions of Debt Securities called for
redemption.

     

    SECTION
3.03  Payment of Debt Securities
Called for Redemption.  If notice of redemption has been given
as provided in Section 3.02, the Debt Securities or portions of Debt
Securities of the series with respect to which such notice has been given shall
become due and payable on the date and at the Place or Places of Payment stated
in such notice at the applicable redemption price, together with any interest
accrued to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Debt Securities at the applicable
redemption price, together with any interest accrued to said date) any interest
on the Debt Securities or portions of Debt Securities of any series so called
for redemption shall cease to accrue and any original issue discount in the case
of Original Issue Discount Securities shall cease to accrue.  On
presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.

     

    Any Debt
Security that is to be redeemed only in part shall be surrendered at the
corporate trust office or such other office or agency of the Company as is
specified pursuant to

     


    
      
         


      

      
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    Section 2.03,
if the Company, the Registrar or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company, the
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered; except that if a Global
Security is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange
for the unredeemed portion of the principal of the Global Security so
surrendered.  In the case of a Debt Security providing appropriate
space for such notation, at the option of the Holder thereof, the Trustee, in
lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make
a notation on such Debt Security of the payment of the redeemed portion
thereof.

     

    SECTION
3.04  Mandatory and Optional
Sinking Funds.  The minimum amount of any sinking fund payment
provided for by the terms of Debt Securities of any series, resolution of the
Board of Directors or a supplemental Indenture is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Debt Securities of any series, resolution of
the Board of Directors or a supplemental Indenture is herein referred to as an
“optional sinking fund payment”.

     

    In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any Debt Securities of a series in cash, the Company may at its option
(a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company or (b) receive credit for
the principal amount of Debt Securities of that series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited.  Such Debt Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Debt Securities, resolution or supplemental Indenture for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

     

    SECTION
3.05  Redemption of Debt
Securities for Sinking Fund.  Not less than 60 days prior
to each sinking fund payment date for any series of Debt Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, any resolution or supplemental Indenture, the portion thereof, if
any, which is to be satisfied by payment of cash in the Currency in which the
Debt Securities of such series are denominated (except as provided pursuant to
Section 2.03) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to this
Section 3.05 (which Debt Securities, if not previously redeemed, will
accompany such certificate) and whether the Company intends to exercise its
right to make any permitted optional sinking fund payment with respect to such
series.  Such certificate shall also state that no Event of Default
has occurred and is continuing with respect to such series.  Such
certificate shall be irrevocable and upon its delivery the

     


    
      
         


      

      
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    Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment
date.  Failure of the Company to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph) shall not constitute a
Default, but such failure shall require that the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and
without the right to make any optional sinking fund payment, if any, with
respect to such series.

     

    Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made in cash which shall
equal or exceed $100,000 (or a lesser sum if the Company shall so request) with
respect to the Debt Securities of any particular series shall be applied by the
Trustee on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment) to the redemption of such Debt
Securities at the Redemption Price specified in such Debt Securities, resolution
or supplemental Indenture for operation of the sinking fund together with any
accrued interest to the date fixed for redemption.  Any sinking fund
moneys not so applied or allocated by the Trustee to the redemption of Debt
Securities shall be added to the next cash sinking fund payment received by the
Trustee for such series and, together with such payment, shall be applied in
accordance with the provisions of this Section 3.05.  Any and all
sinking fund moneys with respect to the Debt Securities of any particular series
held by the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series and not held for the payment or redemption of
particular Debt Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Debt Securities of that series at its Stated
Maturity.

     

    The
Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in the last paragraph of Section 3.02
and the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 3.02 except that the notice of redemption shall
also state that the Debt Securities are being redeemed by operation of the
sinking fund.  Such notice having been duly given, the redemption of
such Debt Securities shall be made upon the terms and in the manner stated in
Section 3.03.

     

    At least
one business day before each sinking fund payment date, the Company shall pay to
the Trustee (or, if the Company is acting as its own paying agent, the Company
shall segregate and hold in trust) in cash a sum in the Currency in which the
Debt Securities of such series are denominated (except as provided pursuant to
Section 2.03) equal to any interest accrued to the date fixed for
redemption of Debt Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 3.05.

     

    The
Trustee shall not redeem any Debt Securities of a series with sinking fund
moneys or mail any notice of redemption of such Debt Securities by operation of
the sinking fund for such series during the continuance of a Default in payment
of interest on such Debt Securities or of any Event of Default (other than an
Event of Default occurring as a consequence

     


    
      
         


      

      
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    of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this
Article III.  Except as aforesaid, any moneys in the sinking fund
for such series at the time when any such Default or Event of Default shall
occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such Default or Event of Default, be held as security for the
payment of such Debt Securities; provided, however, that in case
such Event of Default or Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next sinking fund payment
date for such Debt Securities on which such moneys may be applied pursuant to
the provisions of this Section 3.05.

     

    ARTICLE
IV

    Particular Covenants of the
Company

     

    SECTION
4.01  Payment of Principal of, and
Premium, If Any, and Interest on, Debt Securities.  The
Company, for the benefit of each series of Debt Securities, will duly and
punctually pay or cause to be paid the principal of, and premium, if any, and
interest on, each of the Debt Securities at the place, at the respective times
and in the manner provided herein and in the Debt Securities.  Each
installment of interest on the Debt Securities may at the Company’s option be
paid by mailing checks for such interest payable to the Person entitled thereto
to the address of such Person as it appears on the Debt Security Register
maintained pursuant to Section 2.07(a).

     

    Principal,
premium and interest of Debt Securities of any series shall be considered paid
on the date due if on such date the Trustee or any paying agent holds in
accordance with this Indenture money sufficient to pay in the Currency in which
the Debt Securities of such series are denominated (except as provided pursuant
to Section 2.03) all principal, premium and interest then due and, in the
case of Debt Securities subordinated pursuant to the terms of Article XII,
the Trustee or such paying agent, as the case may be, is not prohibited from
paying such money to the Holders on that date pursuant to the terms of the
Indenture.

     

    The
Company shall pay interest on overdue principal at the rate specified therefor
in the Debt Securities and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

     

    SECTION
4.02  Maintenance of Offices or
Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities.  The Company will maintain in each Place of Payment
for any series of Debt Securities, an office or agency where Debt Securities of
such series may be presented or surrendered for payment, where Debt Securities
of such series may be surrendered for transfer or exchange and where notices and
demands to or upon the Company in respect of the Debt Securities of such series
and this Indenture may be served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time the Company shall fail to
maintain any such required office

     


    
      
         


      

      
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    or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
corporate trust office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.

     

    The
Company may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph.  The Company will
give prompt written notice to the Trustee of any such additional designation or
rescission of designation and any change in the location of any such different
or additional office or agency.

     

    SECTION
4.03  Appointment to Fill a
Vacancy in the Office of Trustee.  The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 7.08, a Trustee, so that there shall at all
times be a Trustee hereunder with respect to each series of Debt
Securities.

     

    SECTION
4.04  Duties
of Paying Agents, etc.  

     

     (a)  The
Company shall cause each paying agent, if any, other than the Trustee, 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 4.04,

     

    (i) that
it will hold all sums held by it as such agent for the payment of the principal
of, and premium, if any, or interest on, the Debt Securities of any series
(whether such sums have been paid to it by the Company or by any other obligor
on the Debt Securities of such series) in trust for the benefit of the Holders
of the Debt Securities of such series;

    


    (ii) that
it will give the Trustee notice of any failure by the Company (or by any other
obligor on the Debt Securities of such series) to make any payment of the
principal of and premium, if any, or interest on, the Debt Securities of such
series when the same shall be due and payable; and

    


    (iii)
that it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
it as such agent.

     

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

     


    
      
         


      

      
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     (c)  Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent, as required by this
Section 4.04, such sums to be held by the Trustee upon the same terms as
those upon which such sums were held by the Company or such paying
agent.

     

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

     

     (e)  Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 4.04 is subject to the provisions
of Section 11.05.

     

    SECTION
4.05  Statement by Officers as to
Default.  The Company will deliver to the Trustee, on or before
a date not more than four months after the end of each fiscal year of the
Company (currently ending on December 31 of each year) ending after the date
hereof, an Officers’ Certificate stating, as to each officer signing such
certificate, that (i) in the course of his performance of his duties as an
officer of the Company he would normally have knowledge of any Default,
(ii) whether or not to the best of his knowledge any Default occurred
during such year and (iii) if to the best of his knowledge the Company is
in Default, specifying all such Defaults and what action the Company is taking
or proposes to take with respect thereto.  The Company also shall
comply with Section 314(a)(4) of the Trust Indenture Act.

     

    SECTION
4.06  Further Instruments and
Acts.  The Company will, upon request of the Trustee, execute
and deliver such further instruments and do such further acts as may reasonably
be necessary or proper to carry out more effectually the purposes of this
Indenture.

     

    SECTION
4.07  Corporate
Existence.  Subject to Article X, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
the corporate existence and related rights and franchises (charges and
statutory) of the Company and each of its Subsidiaries; provided, however, that the Company shall not
be required to preserve any such right or franchise for the corporate existence
of any such Subsidiary if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof would not reasonably be expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder; and provided, further, however, that the foregoing shall
not prohibit a sale, transfer or conveyance of a Subsidiary of the Company or
any of its assets in compliance with the terms of this Indenture.

     

    SECTION
4.08  Maintenance of
Properties.  The Company shall cause all material properties
owned by the Company or any of its Subsidiaries or used or held for use in the
conduct of its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order (ordinary wear
and tear excepted) and supplied with all

     


    
      
         


      

      
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    necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the reasonable
judgment of the Company may be consistent with sound business practice and
necessary so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the maintenance of any of
such properties if such discontinuance is, in the reasonable judgment of the
Company, desirable in the conduct of its business or the business of any of its
Subsidiaries and not reasonably expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder.

     

    SECTION
4.09  Payment of Taxes and Other
Claims.  The Company shall pay or discharge or cause to be paid
or discharged, on or before the date the same shall become due and payable, (a)
all taxes, assessments and governmental charges levied or imposed upon the
Company or any of its Subsidiaries or otherwise assessed or upon the income,
profits or property of the Company or any of its Subsidiaries if failure to pay
or discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company to perform its obligations hereunder and
(b) all lawful claims for labor, materials and supplies, which, if unpaid, would
by law become a Lien upon the property of the Company or any of its
Subsidiaries, except for any Lien permitted to be incurred under
Section 4.10, if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; provided, however, that the Company shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings properly instituted and
diligently conducted and in respect of which appropriate reserves (in the good
faith judgment of management of the Company) are being maintained in accordance
with GAAP.

     

    SECTION
4.10  Limitation on
Liens.  Unless the Company contemporaneously secures the Debt
Securities equally and ratably with (or prior to) such obligation, the Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create or permit to exist any Lien on any Principal Property, or any
shares of stock or any Indebtedness of any Restricted Subsidiary whether owned
on the Issue Date or thereafter acquired, securing any obligation except
for:

     

    (1)
Permitted Liens; or

     

    (2) Liens
other than those referred to in Section 4.10(i) above securing Indebtedness
if, after giving pro forma effect to the Incurrence of such Indebtedness (and
the receipt and application of the proceeds thereof) or the securing of
outstanding Indebtedness, all Indebtedness of the Company and its Subsidiaries
secured by Liens on Principal Property (other then Permitted Liens) at the time
of determination does not exceed 10% of the total consolidated stockholders’
equity of the Company as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of the
Company.

     


    
      
         


      

      
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    ARTICLE
V

    Holders’
Lists and Reports

    by the Company And the
Trustee

     

    SECTION
5.01  Company to Furnish Trustee
Information as to Names and Addresses of Holders; Preservation of
Information.  The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee with respect to the Registered
Securities of each series:

     

    (1) not
more than 15 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Registered Holders as of such record date,
and

     

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

     

    provided, however, that so long
as the Trustee shall be the Registrar, such lists shall not be required to be
furnished.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders (i) contained in
the most recent list furnished to it as provided in this Section 5.01 or
(ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

     

    The
Trustee may destroy any List furnished to it as provided in this
Section 5.01 upon receipt of a new List so furnished.

     

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

     

    SECTION
5.03  Reports by Company.  

     

     (a)  The
Company covenants and agrees, and any obligor hereunder shall covenant and
agree, to file with the Trustee, within 15 days after the Company or such
obligor, as the case may be, is required to file the same with the Securities
and Exchange Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as said Commission may from time to time by rules and regulations prescribe)
which the Company or such obligor, as the case may be, may be required to file
with said Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company or such obligor, as the case may be, is not
required to file information, documents or reports pursuant to either of such
Sections, then to file with the Trustee and said Commission, in accordance with
rules and regulations prescribed from time to time by said Commission,
such

     


    
      
         


      

      
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    of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.

     

     (b)  The
Company covenants and agrees, and any obligor hereunder shall covenant and
agree, to file with the Trustee and the Securities and Exchange Commission, in
accordance with the rules and regulations prescribed from time to time by said
Commission, such additional information, documents, and reports with respect to
compliance by the Company or such obligor, as the case may be, with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

     

    SECTION
5.04  Reports by
Trustee.  The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the time and in the manner provided
pursuant thereto.

     

    Reports
pursuant to this Section 5.04 shall be transmitted by mail:

     

    (1) to
all Registered Holders, as the names and addresses of such Holders appear in the
Debt Security Register;

     

    (2)
except in the cases of reports under Section 313(b)(2) of the Trust
Indenture Act, to each holder of a Debt Security of any series whose name and
address appear in the information preserved at the time by the Trustee in
accordance with Section 5.02.

     

    A copy of
each report at the time of its mailing to Holders shall be filed with the
Securities and Exchange Commission and each stock exchange (if any) on which the
Debt Securities of any series are listed.  The Company agrees to
notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.

     

    SECTION
5.05  Record
Dates for Action by Holders.  If the Company shall solicit from
the Holders of Debt Securities of any series any action (including the making of
any demand or request, the giving of any direction, notice, consent or waiver or
the taking of any other action), the Company may, at its option, by resolution
of the Board of Directors, fix in advance a record date for the determination of
Holders of Debt Securities entitled to take such action, but the Company shall
have no obligation to do so.  Any such record date shall be fixed at
the Company’s discretion.  If such a record date is fixed, such action
may be sought or given before or after the record date, but only the Holders of
Debt Securities of record at the close of business on such record date shall be
deemed to be Holders of Debt Securities for the purpose of determining whether
Holders of the requisite proportion of Debt Securities of such series
Outstanding have authorized or agreed or consented to such action, and for that
purpose the Debt Securities of such series Outstanding shall be computed as of
such record date.

     

    ARTICLE
VI

    Remedies of the Trustee and
Holders in Event of Default

     


    
      
         


      

      
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    SECTION
6.01  Events of Default.  If any one or more of the
following shall have occurred and be continuing with respect to Debt Securities
of any series (each of the following, an “Event of
Default”):

     

    (a)
Default in the payment of any installment of interest upon any Debt Securities
of that series as and when the same shall become due and payable, whether or not
such payment shall be prohibited by Article XII, if applicable, and
continuance of such default for a period of 30 days; or

     

    (b)
default in the payment of the principal of or premium, if any, on any Debt
Securities of that series as and when the same shall become due and payable,
whether at maturity, upon redemption, by declaration, upon required repurchase
or otherwise, whether or not such payment shall be prohibited by
Article XII, if applicable; or

     

    (c)
default in the payment of any sinking fund payment with respect to any Debt
Securities of that series as and when the same shall become due and payable;
or

     

    (d)
failure on the part of the Company to comply with Article X;
or

     

    (e)
failure on the part of the Company duly to observe or perform any other of the
covenants or agreements on the part of the Company in the Debt Securities of
that series, in any resolution of the Board of Directors authorizing the
issuance of that series of Debt Securities, in this Indenture with respect to
such series or in any supplemental Indenture with respect to such series (other
than a covenant a default in the performance of which is elsewhere in this
Section specifically dealt with), continuing for a period of 60 days after
the date on which written notice specifying such failure and requiring the
Company to remedy the same shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or

     

    (f)
Indebtedness of the Company or any Subsidiary of the Company is not paid within
any applicable grace period after final maturity or is accelerated by the
holders thereof because of a default, the total amount of such Indebtedness
unpaid or accelerated exceeds $30,000,000 or its Dollar Equivalent at the time
and such default remains uncured or such acceleration is not rescinded for
10 days after the date on which written notice specifying such failure and
requiring the Company to remedy the same shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of the Debt
Securities of that series at the time Outstanding; or

     

    (g) the
Company or any of its Restricted Subsidiaries shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11
of the United States Code or any other Federal or State bankruptcy, insolvency
or similar law, (ii) consent to the institution of, or fail to controvert
within the time and in the manner prescribed by law, any such proceeding or the
filing of any such petition, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator or similar

     


    
      
         


      

      
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    official
for the Company or any such Restricted Subsidiary or for a substantial part of
its property, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) admit in writing its
inability or fail generally to pay its debts as they become due, (vii) take
corporate action for the purpose of effecting any of the foregoing, or
(viii) take any comparable action under any foreign laws relating to
insolvency; or

     

    (h) the
entry of an order or decree by a court having competent jurisdiction in the
premises for (i) relief in respect of the Company or any of its Restricted
Subsidiaries or a substantial part of any of their property under Title 11
or the United States Code or any other Federal or State bankruptcy, insolvency
or similar law, (ii) the appointment of a receiver, trustee, custodian,
sequestrator or similar official for the Company or any such Restricted
Subsidiary or for a substantial part of any of their property (except any decree
or order appointing such official of any Restricted Subsidiary pursuant to a
plan under which the assets and operations of such Restricted Subsidiary are
transferred to or combined with another Subsidiary or Subsidiaries of the
Company or to the Company) or (iii) the winding-up or liquidation of the
Company or any such Restricted Subsidiary (except any decree or order approving
or ordering the winding up or liquidation of the affairs of a Restricted
Subsidiary pursuant to a plan under which the assets and operations of such
Restricted Subsidiary are transferred to or combined with another Subsidiary or
Subsidiaries of the Company or to the Company); and such order or decree shall
continue unstayed and in effect for 60 consecutive days; or any similar relief
is granted under any foreign laws and the order or decree stays in effect for 60
consecutive days; or

     

    (i) any
other Event of Default provided under the terms of the Debt Securities of that
series;

     

    then and
in each and every case that an Event of Default with respect to Debt Securities
of that series at the time outstanding occurs and is continuing, unless the
principal of and interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
and interest on all the Debt Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debt
Securities of that series contained to the contrary
notwithstanding.

     

    The
Holders of a majority in principal amount of the Debt Securities of a particular
series by notice to the Trustee may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree already
rendered and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration.  Upon any such rescission, the parties hereto shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the parties hereto shall continue as though no
proceeding had been taken.

     


    
      
         


      

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

     

    The
foregoing Events of Default shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is 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.

     

    The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (c), (d), (e), (f), (g), (h) or (i), its status and
what action the Company is taking or proposes to take with respect
thereto.

     

    SECTION
6.02  Collection of Indebtedness
by Trustee, etc.  If an Event of Default occurs and is
continuing, the Trustee, 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 sums so due and unpaid or enforce the
performance of any provision of the Debt Securities of the affected series or
this Indenture, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or any other obligor upon the Debt Securities of such series (and
collect in the manner provided by law out of the property of the Company or any
other obligor upon the Debt Securities of such series wherever situated the
moneys adjudged or decreed to be payable).

     

    In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor upon the Debt Securities of any series under
Title 11 of the United States Code or any other Federal or State bankruptcy,
insolvency or similar law, or in case a receiver, trustee or other similar
official shall have been appointed for its property, or in case of any other
similar judicial proceedings relative to the Company or any other obligor upon
the Debt Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal, premium, if any, and interest (or, if
the Debt Securities of such series are Original Issue Discount Debt Securities,
such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Debt Securities of such 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 the Trustee, its agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities Incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith) and of the
Holders thereof allowed in any such judicial proceedings relative to the
Company, or any other obligor upon the Debt Securities of such

     


    
      
         


      

      
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    series,
its creditors or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of such Holders and of the Trustee
on their behalf, and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
Incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

     

    All
rights of action and of asserting claims under this Indenture, or under any of
the Debt Securities, of any series, may be enforced by the Trustee without the
possession of any such Debt Securities or the production thereof in any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment (except for any amounts payable to
the Trustee pursuant to Section 7.06) shall be for the ratable benefit of
the Holders of all the Debt Securities in respect of which such action was
taken.

     

    In case
of an Event of Default hereunder the Trustee may in its discretion 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.

     

    SECTION
6.03  Application of Moneys
Collected by Trustee.  Any moneys or other property collected
by the Trustee pursuant to Section 6.02 with respect to Debt Securities of
any series shall be applied, after giving effect to the provisions of
Article XII, if applicable, in the order following, at the date or dates
fixed by the Trustee for the distribution of such moneys or other property, upon
presentation of the several Debt Securities of such series in respect of which
moneys or other property have been collected, and the notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully
paid:

     

    First:  To
the payment of all money due the Trustee pursuant to
Section 7.06;

     

    Second:  In
case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall not have become due, to the payment of interest
on the Debt Securities of such series in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the rate or Yield to Maturity (in the case of Original Issue Discount Debt
Securities) borne by the Debt Securities of such series, such payments to be
made ratably to the Persons entitled thereto, without discrimination or
preference;

     

    Third:  In
case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall have become due, by declaration or

     


    
      
         


      

      
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    otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities of such series for principal and premium, if any, and interest, with
interest on the overdue principal and premium, if any, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

     

    Fourth:  The
remainder, if any, shall be paid to the Company, its successors or assigns, or
to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.03.  At least 15 days before such
record date, the Company shall mail to each Holder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

     

    SECTION
6.04  Limitation on Suits by
Holders.  No Holder of any Debt 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, upon or under or with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default with respect to Debt Securities of that same series and of the
continuance thereof and unless the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have
made written request upon the Trustee to institute such action or proceedings in
respect of such Event of Default in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be Incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceedings and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended, and
being expressly covenanted by the Holder of every Debt Security with every other
Holder and the Trustee, that no one or more Holders 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 Holders, 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 such Holders.  For the
protection and enforcement of the provisions of this Section 6.04, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     

    Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of, and premium, if any,
and

     


    
      
         


      

      
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    (subject
to Section 2.12) interest on, such Debt Security on or after the respective
due dates expressed in such Debt Security, and to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or effected without the consent of such Holder.

     

    SECTION
6.05  Remedies Cumulative; Delay
or Omission in Exercise of Rights Not a Waiver of Default.  All
powers and remedies given by this Article VI to the Trustee or to the
Holders shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise
any right or power accruing upon any Default occurring and continuing as
aforesaid, shall impair any such right or power, or shall be construed to be a
waiver of any such Default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this
Article VI or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Holders.

     

    SECTION
6.06  Rights
of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee
and to Waive Default.  The Holders of a majority in aggregate
principal amount of the Debt Securities of any series 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 on the Trustee, with respect to the Debt Securities of such
series; provided, however, that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture, and that subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the
Trustee being advised by counsel shall determine that the action so directed may
not lawfully be taken, or if the Trustee shall by a responsible officer or
officers determine that the action so directed would involve it in personal
liability or would be unjustly prejudicial to Holders of Debt Securities of such
series not taking part in such direction; and provided further,
however, that
nothing in this Indenture contained shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction by such Holders.  Prior to the acceleration of the
maturity of the Debt Securities of any series, as provided in Section 6.01,
the Holders of a majority in aggregate principal amount of the Debt Securities
of that series at the time Outstanding may on behalf of the Holders of all the
Debt Securities of that series waive any past Default or Event of Default and
its consequences for that series specified in the terms thereof as contemplated
by Section 2.03, except (i) a Default in the payment of the principal
of, and premium, if any, or interest on, any of the Debt Securities and
(ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected
thereby.  In case of any such waiver, such Default shall cease to
exist, any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture, and the Company, the Trustee and the
Holders of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent
thereon.

     

    SECTION
6.07  Trustee to Give Notice of
Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall, within 90 days after
the occurrence of a Default known to it with respect to a series of Debt
Securities give to the Holders

     


    
      
         


      

      
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    thereof,
in the manner provided in Section 13.03, notice of all Defaults with
respect to such series known to the Trustee, unless such Defaults shall have
been cured or waived before the giving of such notice; provided that, except in
the case of Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any
sinking fund payment with respect to the Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or
responsible officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders thereof.

     

    SECTION
6.08  Requirement of an
Undertaking To Pay Costs in Certain Suits under the Indenture or Against the
Trustee.  All parties to this Indenture agree, and each Holder
of any Debt Security by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion 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 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 in the manner and
to the extent provided in the Trust Indenture Act, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
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; but the
provisions of this Section 6.08 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than ten percent in principal amount of the Outstanding
Debt Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security on or after the due date for such payment expressed in
such Debt Security.

     

    ARTICLE
VII

    Concerning the
Trustee

     

    SECTION
7.01  Certain Duties and
Responsibilities.  The Trustee, prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which
may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture.  In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

     

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

     

    (a)           this
subsection shall not be construed to limit the effect of the first paragraph of
this Section 7.01;

     


    (b)           prior
to the occurrence of an Event of Default with respect to the Debt Securities of
a series and after the curing or waiving of all Events of Default with respect
to such series which may have occurred;

     

    

      
        
           


        

        
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    (c)           the
duties and obligations of the Trustee with respect to Debt Securities of any
series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations with respect to such series as are specifically set forth in
this Indenture, and no implied covenants or obligations with respect to such
series shall be read into this Indenture against the Trustee; and

     

    (d)           in
the absence of bad faith on the part of the Trustee, 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; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture; but the Trustee shall examine the evidence furnished to it
pursuant to Section 5.03 to determine whether or not such evidence conforms
to the requirement of this Indenture;

     

    (e)           the
Trustee shall not be liable for an error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

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

     

    None of
the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any personal financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     

    Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    SECTION
7.02  Certain Rights of
Trustee.  Except as otherwise provided in
Section 7.01:

     

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

     

    

      
        
           


        

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

     

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

     

    (d) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders of Debt Securities of any series pursuant to the provisions of this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
Incurred therein or thereby;

     

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

     

    (f) prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, unless requested in writing to do so
by the Holders of a majority in aggregate principal amount of the then
outstanding Debt Securities of a series affected by such matter; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be Incurred by it in the making of such investigation is
not, in the opinion of the Trustee, reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding.  The reasonable expense of every such investigation
shall be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand;

     

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

     

    (h) if
any property other then cash shall at any time be subject to a Lien in favor of
the Holders, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax Liens or other
prior Liens or encumbrances thereon.

     

    


      
        
           


        

        
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    SECTION
7.03  Trustee Not Liable for
Recitals in Indenture or in Debt Securities.  The recitals
contained herein and in the Debt Securities (except the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.  The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and
accurate.  The Trustee shall not be accountable for the use or
application by the Company of any of the Debt Securities or of the proceeds
thereof.

     

    SECTION
7.04  Trustee, Paying Agent or
Registrar May Own Debt Securities.  The Trustee or any paying
agent or Registrar, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities and subject to the provisions of the Trust
Indenture Act relating to conflicts of interest and preferential claims may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, paying agent or Registrar.

     

    SECTION
7.05  Moneys
Received by Trustee to Be Held in Trust.  Subject to the
provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law.  The Trustee shall be under no liability
for interest on any moneys received by it hereunder.  So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time to the Company upon a Company
Order.

     

    SECTION
7.06  Compensation and
Reimbursement.  The Company covenants and agrees to pay in
Dollars to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all services rendered by it hereunder (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and, except as otherwise expressly provided
herein, the Company will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents, attorneys and counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advances as may arise from its
negligence or bad faith.  The Company also covenants to indemnify in
Dollars the Trustee for, and to hold it harmless against, any loss, liability or
expense Incurred without negligence, willful misconduct or bad faith on the part
of the Trustee, arising out of or in connection with the acceptance or
administration of this trust or trusts hereunder, including the reasonable costs
and expenses of defending itself against any claim of liability in connection
with the exercise or performance of any of its powers or duties
hereunder.  The obligations of the Company under this Section 7.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture.  The Company and the Holders agree that such additional
indebtedness shall be secured by a Lien prior to that of the Debt Securities
upon all property and funds held or collected by the Trustee, as such, except
funds held in trust for the payment of principal of, and premium, if any, or
interest on, particular Debt Securities.

     

    

      
        
           


        

        
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    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(g) or (h) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency, reorganization or other similar law.

     

    SECTION
7.07  Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
Specifically Prescribed.  Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     

    SECTION
7.08  Separate Trustee;
Replacement of Trustee.  The Company may, but need not, appoint
a separate Trustee for any one or more series of Debt Securities.  The
Trustee may resign with respect to one or more or all series of Debt Securities
at any time by giving notice to the Company.  The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee.  The Company shall remove
the Trustee if:

     

    
      	
               
      

            	
              (1)

            	
              the
      Trustee fails to comply with
Section 7.10;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Trustee is adjudged bankrupt or
insolvent;

            


    

     

    
      	
               
      

            	
              (3)

            	
              a
      receiver or other public officer takes charge of the Trustee or its
      property; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Trustee otherwise becomes incapable of
acting.

            


    

     

    If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Debt Securities of a particular series and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists
in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.  No resignation or removal of the Trustee and no
appointment of a successor Trustee shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of this Section 7.08.

     

    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.  The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable
series.  The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the Lien provided for
in Section 7.06.

    

      
        
           


        

        
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    If a
successor Trustee does not take office within 60 days after the retiring Trustee
gives notice of resignation or is removed, the retiring Trustee or the Holders
of 25% in principal amount of the Debt Securities of any applicable series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee for the Debt Securities of such series.

     

    If the
Trustee fails to comply with Section 7.10, any Holder of Debt Securities of
any applicable series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for the Debt
Securities of such series.

     

    Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.06 shall continue for the benefit of the
retiring Trustee.

     

    In the
case of the appointment hereunder of a separate or successor trustee with
respect to the Debt Securities of one or more series, the Company, any retiring
Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (1) which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of any retiring Trustee with respect to the Debt Securities of any series
as to which any such retiring Trustee is not retiring shall continue to be
vested in such retiring Trustee and (2) that shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
it being understood that nothing herein or in such supplemental Indenture shall
constitute such Trustees co-trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

     

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

     

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

     

    SECTION
7.10  Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a) of the Trust Indenture Act.  The
Trustee shall have a combined capital and surplus of at least $50,000,000, as
set forth in its most recent published annual report of condition.  No
obligor upon the Debt Securities of a particular series or Person directly or
indirectly controlling, controlled by or under common control with such obligor
shall serve as Trustee upon the Debt Securities of such series.  The
Trustee shall comply 

     

    

      
        
           


        

        
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    with
Section 310(b) of the Trust Indenture Act; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the Trust
Indenture Act this Indenture or any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the Trust Indenture Act are met.

     

    SECTION
7.11  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 had resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated
therein.

     

    SECTION
7.12  Compliance with Tax
Laws.  The Trustee hereby agrees to comply with all U.S.
Federal income tax information reporting and withholding requirements applicable
to it with respect to payments of premium (if any) and interest on the Debt
Securities, whether acting as Trustee, Security Registrar, paying agent or
otherwise with respect to the Debt Securities.

     

    ARTICLE
VIII

    Concerning the
Holders

     

    SECTION
8.01  Evidence of Action by
Holders.  Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Debt
Securities of any or all series may take action (including the making of any
demand or request, the giving of any direction, notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor
executed by Holders in person or by agent or proxy appointed in writing,
(b) by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with the provisions of
Section 5.02, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     

    SECTION
8.02  Proof
of Execution of Instruments and of Holding of Debt
Securities.  Subject to the provisions of Sections 7.01,
7.02 and 13.09, proof of the execution of any instrument by a Holder or his
agent or proxy shall be sufficient if made in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee.

     

    The
ownership of Registered Securities of any series shall be proved by the Debt
Security Register or by a certificate of the Registrar for such
series.

     

    The
Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

     

    SECTION
8.03  Who
May Be Deemed Owner of Debt Securities.  Prior to due
presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name 

     

    

      
        
           


        

        
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    any
Registered Security shall be registered upon the books of the Company as the
absolute owner of such Registered Security (whether or not such Registered
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 premium, if any, and (subject to Section 2.03) interest on
such Registered Security and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Registrar shall be affected by any
notice to the contrary; and all such payments so made to any such Holder for the
time being, 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 moneys
payable upon any such Registered Security.

     

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

     

    SECTION
8.04  Instruments Executed by
Holders Bind Future Holders.  At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Debt Securities of any series specified in this Indenture in
connection with such action and subject to the following paragraph, any Holder
of a Debt Security which is shown by the evidence to be included in the Debt
Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee at its corporate trust office and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns
such Debt Security.  Except as aforesaid any such action taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Debt Security and of any Debt
Security issued upon transfer thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.  Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the Holders of all the
Debt Securities of such series.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Registered Securities entitled to give their consent
or take any other action required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Registered Securities after such record
date.  No such consent shall be valid or effective for more than
120 days after such record date unless the consent of the Holders of the
percentage in aggregate principal amount of the Debt Securities of such series
specified in this Indenture shall have been received within such 120-day
period.

     

    

      
        
           


        

        
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    ARTICLE
IX

    Supplemental
Indentures

     

    SECTION
9.01  Purposes for Which
Supplemental Indenture May Be Entered into Without Consent of
Holders.  The Company, when authorized by a resolution of the
Board of Directors, and the Trustee may from time to time and at any time,
without the consent of Holders, 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) for one or more
of the following purposes:

     

    (a) to
evidence the succession pursuant to Article X of another Person to the
Company, or successive successions, and the assumption by the Successor Company
(as defined in Section 10.01) of the covenants, agreements and obligations
of the Company in this Indenture and in the Debt Securities;

     

    (b) to
surrender any right or power herein conferred upon the Company, to add to the
covenants of the Company such further covenants, restrictions, conditions or
provisions for the protection of the Holders of all or any series of Debt
Securities (and if such covenants are to be for the benefit of less than all
series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as the Board of Directors shall
consider to be for the protection of the Holders of such Debt Securities, and to
make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

     

    (c) to
cure any ambiguity or to correct or supplement any provision contained herein,
in any supplemental Indenture or in any Debt Securities of any series that may
be defective or inconsistent with any other provision contained herein, in any
supplemental Indenture or in the Debt Securities of such series; to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee, or to
make such other provisions in regard to matters or questions arising under this
Indenture as shall not adversely affect the interests of any Holders of Debt
Securities of any series;

     

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

     

    

      
        
           


        

        
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    (e) to
add to or change any of the provisions of this Indenture to change or eliminate
any restrictions on the payment of principal of, or premium, if any, or interest
on, Registered Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

     

    (f) to
comply with Article X;

     

    (g) in
the case of any Debt Securities, if any, subordinated pursuant to
Article XII, to make any change in Article XII that would limit or
terminate the benefits applicable to any holder of Senior Indebtedness (or
Representatives therefor) under Article XII;

     

    (h) to
add Guarantees with respect to the Debt Securities or to secure the Debt
Securities;

     

    (i) to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this
Section 9.01 shall (i) neither (A) apply to any Debt Security of
any series created prior to the execution of such supplemental Indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Debt Security with respect to such provision or
(ii) shall become effective only when there is no such Debt Security
outstanding;

     

    (j) to
evidence and provide for the acceptance of appointment hereunder by a successor
or separate Trustee with respect to the Debt 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; and

     

    (k) to
establish the form or terms of Debt Securities of any series as permitted by
Sections 2.01 and 2.03.

     

    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 which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental Indenture
which adversely affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.

     

    Any
supplemental Indenture authorized by the provisions of this Section 9.01
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

     

    In the
case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.01 may not make any change that adversely
affects the rights under Article XII of any holder of such Senior
Indebtedness then Outstanding unless the holders of such Senior Indebtedness (or
any group or Representative thereof authorized to give a consent) consent to
such change.

     

    

      
        
           


        

        
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    After an
amendment under this Section 9.01 becomes effective, the Company shall mail
to Holders of Debt Securities of each series affected thereby a notice briefly
describing such amendment.  The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.01.

     

    SECTION
9.02  Modification of Indenture
with Consent of Holders of Debt Securities.  Without notice to
any Holder but with the consent (evidenced as provided in Section 8.01) of
the Holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of each series affected by such supplemental
Indenture, the Company, when authorized by a resolution of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act 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 Debt
Securities of such series; provided, that no such supplemental Indenture,
without the consent of the Holders of each Debt Security so affected, shall
(i) reduce the percentage in principal amount of Debt Securities of any
series whose Holders must consent to an amendment; (ii) reduce the rate of
or extend the time for payment of interest on any Debt Security;
(iii) reduce the principal of or extend the Stated Maturity of any Debt
Security; (iv) reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; (v) make any Debt Security payable in
Currency other than that stated in the Debt Security; (vi) in the case of
any Debt Security subordinated pursuant to Article XII, make any change in
Article XII that adversely affects the rights of any Holder under
Article XII; (vii) release any security that may have been granted in
respect of the Debt Securities; or (viii) make any change in
Section 6.06 or this Section 9.02.

     

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

     

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

     

    It shall
not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed supplemental Indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

     

    In the
case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.02 may not make any change that adversely
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    under
Article XII of any holder of such Senior Indebtedness then Outstanding
unless the holders of such Senior Indebtedness (or any group or Representative
thereof authorized to give a consent) consent to such change.

     

    After an
amendment under this Section 9.02 becomes effective, the Company shall mail
to Holders of Debt Securities of each series affected thereby a notice briefly
describing such amendment.  The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.02.

     

    SECTION
9.03  Effect
of Supplemental Indentures.  Upon the execution of any
supplemental Indenture pursuant to the provisions of this Article IX, 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
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.

     

    The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive
an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that
any such supplemental Indenture complies with the provisions of this
Article IX.

     

    SECTION
9.04  Debt
Securities May Bear Notation of Changes by Supplemental
Indentures.  Debt Securities of any series authenticated and
delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental Indenture.  New Debt Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental Indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities
of such series then outstanding.  Failure to make the appropriate
notation or to issue a new Debt Security of such series shall not affect the
validity of such amendment.

     

    ARTICLE
X

    Consolidation, Merger, Sale
or Conveyance

     

    SECTION
10.01  Consolidations and Mergers
of the Company.  The Company shall not consolidate with or
merge with or into any Person, or convey, transfer or lease all or substantially
all its assets, unless:  (i) either (a) the Company shall be
the continuing Person in the case of a merger or (b) the resulting,
surviving or transferee Person if other than the Company (the “Successor
Company”) shall be a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and the Successor
Company shall expressly assume, by an Indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Debt Securities according to their tenor,
and this Indenture; (ii) immediately after giving effect to such
transaction (and treating any Indebtedness which becomes an obligation of the
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    Company
or any Subsidiary of the Company as a result of such transaction as having been
Incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; and
(iii) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental Indenture (if any) comply with this
Indenture.

     

    SECTION
10.02  Rights and Duties of
Successor Corporation.  In case of any consolidation or merger,
or conveyance or transfer of the assets of the Company as an entirety or
virtually as an entirety in accordance with Section 10.01, the Successor
Company shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the
predecessor corporation shall be relieved of any further obligation under the
Indenture and the Debt Securities.  The Successor Company thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all the Debt Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of the Successor Company, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Debt Securities which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Debt Securities which the Successor
Company thereafter shall cause to be signed and delivered to the Trustee for
that purpose.  All the Debt Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Debt Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all such Debt Securities had been issued at the date of the execution
hereof.

     

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

     

    ARTICLE
XI

    Satisfaction and Discharge
of Indenture;

    Defeasance; Unclaimed
Moneys

     

    SECTION
11.01  Applicability of
Article.  If, pursuant to Section 2.03, provision is made
for the defeasance of Debt Securities of a series, then the provisions of this
Article XI relating to defeasance of Debt Securities shall be applicable
except as otherwise specified pursuant to Section 2.03 for Debt Securities
of such series.

     

    SECTION
11.02  Satisfaction and Discharge of Indenture:
Defeasance.  

     

     (a)  If
at any time (i) the Company shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than (1) any Debt Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.09 and (2) Debt Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
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    provided
in Section 11.05) or (ii) all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee as trust funds the entire amount in the Currency in
which such Debt Securities are denominated (except as otherwise provided
pursuant to Section 2.03) sufficient to pay at maturity or upon redemption
all Debt Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or redemption date, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of such Debt Securities herein expressly provided for and rights to
receive payments of principal of, and premium, if any, and interest on, such
Debt Securities) with respect to the Debt Securities of such series, and the
Trustee, on demand of the Company accompanied by an Officers’ Certificate and an
opinion of counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this
Indenture.

     

     (b)  Subject
to Sections 11.02(c), 11.03 and 11.07, the Company at any time may
terminate, with respect to Debt Securities of a particular series, (i) all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series (“legal defeasance option”) or
(ii) its obligations with respect to the Debt Securities of such series
under clause (ii) of Section 10.01 and the related operation of
Section 6.01(d) and the operation of Sections 6.01(e), (f) and (i)
(“covenant defeasance option”).  The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

     

    If the
Company exercises its legal defeasance option, payment of the Debt Securities of
the defeased series may not be accelerated because of an Event of
Default.  If the Company exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (e), (f) and
(i) (except to the extent covenants or agreements referenced in such Sections
remain applicable).

     

    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 2.07,
2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until
the Debt Securities of the defeased series have been paid in
full.  Thereafter, the Company’s obligations in Sections 7.06,
11.05 and 11.06 shall survive.

     

    SECTION
11.03  Conditions of
Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option with respect to Debt Securities of a
particular series only if:

     

    

      
        
           


        

        
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    (a)           the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, the Debt Securities of such series to maturity or redemption, as the case
may be;

     

    (b)           the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay the
principal, premium and interest when due on all the Debt Securities of such
series to maturity or redemption, as the case may be;

     

    (c)           91 days
pass after the deposit is made and during the 91-day period no Default specified
in Section 6.01(g) or (h) with respect to the Company occurs which is
continuing at the end of the period;

     

    (d)           no
Default has occurred and is continuing on the date of such deposit and after
giving effect thereto;

     

    (e)           the
deposit does not constitute a default under any other agreement binding on the
Company and, if the Debt Securities of such series are subordinated pursuant to
Article XII, is not prohibited by Article XII;

     

    (f)           the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

     

    (g)           in
the event of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from the Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in
either case of the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
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 defeasance
had not occurred;

     

    (h)           in
the event of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred;
and

     

    (i)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
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    the Debt
Securities of such series as contemplated by this Article XI have been
complied with.

     

    Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Debt Securities of such series at a future date in
accordance with Article III.

     

    SECTION
11.04  Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this
Article XI.  It shall apply the deposited money and the money
from U.S. Government Obligations through any paying agent and in accordance with
this Indenture to the payment of principal of, and premium, if any, and interest
on, the Debt Securities of the defeased series.  In the event the Debt
Securities of the defeased series are subordinated pursuant to Article XII,
money and securities so held in trust are not subject to
Article XII.

     

    SECTION
11.05  Repayment to
Company.  The Trustee and any paying agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.

     

    Subject
to any applicable abandoned property law, the Trustee and any paying agent shall
pay to the Company upon request any money held by them for the payment of
principal, premium or interest that remains unclaimed for two years, and,
thereafter, Holders entitled to such money must look to the Company for payment
as general creditors.

     

    SECTION
11.06  Indemnity for U.S.
Government Obligations.  The Company shall pay and shall
indemnify the Trustee and the Holders 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
11.07  Reinstatement.  If
the Trustee or any paying agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Debt Securities of the
defeased series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XI until such time as the Trustee or any
paying agent is permitted to apply all such money or U.S. Government Obligations
in accordance with this Article XI.

     

    ARTICLE
XII

    Subordination of Debt
Securities

     

    SECTION
12.01  Applicability of Article;
Agreement To Subordinate.  The provisions of this
Article XII shall be applicable to the Debt Securities of any series (Debt
Securities of such series referred to in this Article XII as “Subordinated
Debt Securities”) designated, pursuant to Section 2.03, as subordinated to
Senior Indebtedness.  Each Holder by accepting a Subordinated Debt
Security agrees that the Indebtedness evidenced by such Subordinated Debt
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    provided
in this Article XII, to the prior payment of all Senior Indebtedness and
that the subordination is for the benefit of and enforceable by the holders of
Senior Indebtedness.  All provisions of this Article XII shall be
subject to Section 12.12.

     

    SECTION
12.02  Liquidation, Dissolution,
Bankruptcy.  Upon any payment or distribution of the assets of
the Company to creditors upon a total or partial liquidation or a total or
partial dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property:

     

    (a)
holders of Senior Indebtedness shall be entitled to receive payment in full in
cash of the Senior Indebtedness (including interest (if any), accruing on or
after the commencement of a proceeding in bankruptcy, whether or not allowed as
a claim against the Company in such bankruptcy proceeding) before Holders of
Subordinated Debt Securities shall be entitled to receive any payment of
principal of, or premium, if any, or interest on, the Subordinated Debt
Securities; and

     

    (b) until
the Senior Indebtedness is paid in full, any distribution to which Holders of
Subordinated Debt Securities would be entitled but for this Article XII
shall be made to holders of Senior Indebtedness as their interests may appear,
except that such Holders may receive shares of stock and any debt securities
that are subordinated to Senior Indebtedness to at least the same extent as the
Subordinated Debt Securities.

     

    SECTION
12.03  Default on Senior
Indebtedness.  The Company may not pay the principal of, or
premium, if any, or interest on, the Subordinated Debt Securities or make any
deposit pursuant to Article XI and may not repurchase, redeem or otherwise
retire (except, in the case of Subordinated Debt Securities that provide for a
mandatory sinking fund pursuant to Section 3.04, by the delivery of
Subordinated Debt Securities by the Company to the Trustee pursuant to the first
paragraph of Section 3.05) any Debt Securities (collectively, “pay the
Subordinated Debt Securities”) if (i) any principal, premium or interest in
respect of Senior Indebtedness is not paid within any applicable grace period
(including at maturity) or (ii) any other default on Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or
waived and any such acceleration has been rescinded or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the
Company may pay the Subordinated Debt Securities without regard to the foregoing
if the Company and the Trustee receive written notice approving such payment
from the Representative of each issue of Designated Senior
Indebtedness.  During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with
respect to any Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Subordinated Debt Securities for a period
(a “Payment Blockage Period”) commencing upon the receipt by the Company and the
Trustee of written notice of such default from the Representative of any
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (i) by written notice
to the Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (ii) by repayment in full in cash of such Designated Senior
Indebtedness or (iii) because the default giving rise to such 

     

    


      
        
           


        

        
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    Blockage
Notice is no longer continuing).  Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this Section 12.03), unless the holders
of such Designated Senior Indebtedness or the Representative of such holders
shall have accelerated the maturity of such Designated Senior Indebtedness, the
Company may resume payments on the Subordinated Debt Securities after such
Payment Blockage Period.  Not more than one Blockage Notice may be
given in any consecutive 360-day period, irrespective of the number of defaults
with respect to any number of issues of Senior Indebtedness during such period;
provided, however, that if any
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness (other than the Bank Indebtedness),
the Representative of the Bank Indebtedness may give another Blockage Notice
within such period; provided further,
however, that
in no event may the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any
360 consecutive day period.  For purposes of this Section 12.03,
no default or event of default which existed or was continuing on the date of
the commencement of any Payment Blockage Period with respect to the Senior
Indebtedness initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Senior Indebtedness, whether or not within a period of
360 consecutive days, unless such default or event of default shall have been
cured or waived for a period of not less than 90 consecutive days.

     

    SECTION
12.04  Acceleration of Payment of
Debt Securities.  If payment of the Subordinated Debt
Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
(or their Representatives) of the acceleration.

     

    SECTION
12.05  When
Distribution Must Be Paid Over.  If a distribution is made to
Holders of Subordinated Debt Securities that because of this Article XII
should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.

     

    SECTION
12.06  Subrogation.  After
all Senior Indebtedness is paid in full and until the Subordinated Debt
Securities are paid in full, Holders thereof shall be subrogated to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness.  A distribution made under this Article XII to
holders of Senior Indebtedness which otherwise would have been made to Holders
of Subordinated Debt Securities is not, as between the Company and such Holders,
a payment by the Company on Senior Indebtedness.

     

    SECTION
12.07  Relative
Rights.  This Article XII defines the relative rights of
Holders of Subordinated Debt Securities and holders of Senior
Indebtedness.  Nothing in this Indenture shall:

     

    (a)                 impair,
as between the Company and Holders of either Subordinated Debt Securities or
Debt Securities, the obligation of the Company, which is absolute and
unconditional, to pay principal of, and premium, if any, and interest on, the
Subordinated Debt Securities and the Debt Securities in accordance with their
terms; or

     

    

      
        
           


        

        
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    (b)                 prevent
the Trustee or any Holder of either Subordinated Debt Securities or Debt
Securities from exercising its available remedies upon a Default, subject to the
rights of holders of Senior Indebtedness to receive distributions otherwise
payable to Holders of Subordinated Debt Securities.

     

    SECTION
12.08  Subordination May Not Be
Impaired by Company.  No right of any holder of Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Subordinated Debt Securities shall be impaired by any act or failure to act by
the Company or by its failure to comply with this Indenture.

     

    SECTION
12.09  Rights of Trustee and Paying
Agent.  Notwithstanding Section 12.03, the Trustee or any
paying agent may continue to make payments on Subordinated Debt Securities and
shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two business days
prior to the date of such payment, a responsible officer of the Trustee receives
notice satisfactory to it that payments may not be made under this
Article XII.  The Company, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if an
issue of Senior Indebtedness has a Representative, only the Representative may
give the notice.

     

    The
Trustee in its individual or any other capacity may hold Senior Indebtedness
with the same rights it would have if it were not Trustee.  The
Registrar and any paying agent may do the same with like rights.  The
Trustee shall be entitled to all the rights set forth in this Article XII
with respect to any Senior Indebtedness which may at any time be held by it, to
the same extent as any other holder of Senior Indebtedness; and nothing in
Article VII shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

     

    SECTION
12.10  Distribution or Notice to
Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness, the distribution may be made and
the notice given to their Representative (if any).

     

    SECTION
12.11  Article XII Not to Prevent
Defaults or Limit Right to Accelerate.  The failure to make a
payment pursuant to the Debt Securities by reason of any provision in this
Article XII shall not be construed as preventing the occurrence of a
Default.  Nothing in this Article XII shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of either the
Subordinated Debt Securities or the Debt Securities, as the case may
be.

     

    SECTION
12.12  Trust
Moneys Not Subordinated.  Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article XI by the Trustee for the payment
of principal of, and premium, if any, and interest on, the Subordinated Debt
Securities or the Debt Securities shall not be subordinated to the prior payment
of any Senior Indebtedness or subject to the restrictions set forth in this
Article XII, and none of the Holders thereof shall be obligated to pay over
any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.

     

    

      
        
           


        

        
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    SECTION
12.13  Trustee Entitled to
Rely.  Upon any payment or distribution pursuant to this
Article XII, the Trustee and the Holders shall be entitled to rely
(i) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 12.02 are pending,
(ii) upon a certificate of the liquidating trustee or agent or other Person
making such payment or distribution to the Trustee or to such Holders or
(iii) upon the Representatives for the holders of Senior Indebtedness 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 or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article XII.  In the event that the Trustee determines, in good
faith, that 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 XII, 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 other facts
pertinent to the rights of such Person under this Article XII, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.  The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to
this Article XII.

     

    SECTION
12.14  Trustee to Effectuate
Subordination.  Each Holder by accepting a Subordinated Debt
Security authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
between the Holders of Subordinated Debt Securities and the holders of Senior
Indebtedness as provided in this Article XII and appoints the Trustee as
attorney-in-fact for any and all such purposes.

     

    SECTION
12.15  Trustee Not Fiduciary for
Holders of Senior Indebtedness.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders of Subordinated Debt Securities or the Company or any other Person,
money or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

     

    SECTION
12.16  Reliance by Holders of
Senior Indebtedness on Subordination Provisions.  Each Holder
by accepting a Subordinated Debt Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Subordinated Debt Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

     

    ARTICLE
XIII

    Miscellaneous
Provisions

     

    


      
        
           


        

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

     

    SECTION
13.02  Acts
of Board, Committee or Officer of Successor Company Valid.  Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee or officer of any Successor Company.

     

    SECTION
13.03  Required Notices or
Demands.  Except as otherwise expressly provided in this
Indenture, any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders to
or on the Company may be given or served by being deposited postage prepaid in a
post office letter box in the United States addressed (until another address is
filed by the Company with the Trustee) as follows:  Swift Energy
Company, Suite 400, 16825 Northchase Drive, Houston, Texas 77060,
Attn:  Chief Financial Officer. Except as otherwise expressly provided
in this Indenture, any notice, direction, request or demand by the Company or by
any Holder to or upon the Trustee may be given or made, for all purposes, by
being deposited, postage prepaid, in a post office letter box in the United
States addressed to the corporate trust office of the Trustee initially at 505
Main Street, Suite 301, Fort Worth, TX 76102.  The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

     

    Any
notice required or permitted to a Registered Holder by the Company or the
Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Debt Security Register.  Any report pursuant to
Section 313 of the Trust Indenture Act shall be transmitted in compliance
with subsection (c) therein.

     

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

     

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

     

    Failure
to mail a notice or communication to a Holder or any defect in it or any defect
in any notice by publication as to a Holder shall not affect the sufficiency of
such notice with respect to other Holders.  If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

     

    SECTION
13.04  Governing
Law.  This Indenture and the Debt Securities shall be governed
by and construed in accordance with the laws of the State of New York.


     

    


      
        
           


        

        
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    SECTION
13.05  Officers’ Certificate and
Opinion of Counsel to Be Furnished upon Application or Demand by the
Company.  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 provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     

    Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (3) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

     

    SECTION
13.06  Payments Due on Legal
Holidays.  In any case where the date of maturity of interest
on or principal of and premium, if any, on the Debt Securities of a series or
the date fixed for redemption or repayment of any Debt Security or the making of
any sinking fund payment shall not be a business day at any Place of Payment for
the Debt Securities of such series, then payment of interest or principal and
premium, if any, or the making of such sinking fund payment need not be made on
such date at such Place of Payment, but may be made on the next succeeding
business day at such Place of Payment with the same force and effect as if made
on the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.  If a record date is not a
business day, the record date shall not be affected.

     

    SECTION
13.07  Provisions Required by Trust
Indenture Act to Control.  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 to be included in this
Indenture by any of Sections 310 to 318, inclusive, of the Trust Indenture
Act, such required provision shall control.

     

    SECTION
13.08  Computation of Interest on
Debt Securities.  Interest, if any, on the Debt Securities
shall be computed on the basis of a 360-day year of twelve 30-day months, except
as may otherwise be provided pursuant to Section 2.03.

     

    SECTION
13.09  Rules
by Trustee, Paying Agent and Registrar.  The
Trustee may make reasonable rules for action by or a meeting of
Holders.  The Registrar and any paying agent may make reasonable rules
for their functions.

     

    SECTION
13.10  No
Recourse Against Others.  An incorporator or any past, present
or future director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Debt
Securities or this Indenture

     

    

      
        
           


        

        
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    or for
any claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Debt Security, each Holder shall waive and
release all such liability.  The waiver and release shall be part of
the consideration for the issue of the Debt Securities.

     

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

     

    SECTION
13.12  Effect of
Headings.  The article and section headings herein and in the
Table of Contents are for convenience only and shall not affect the construction
hereof.

     

    SECTION
13.13  Indenture May Be Executed in
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.

     

    The
Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

     

    [Signatures
on following page]

     


    
      
         


      

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

     

    ISSUER:

     

    Swift Energy Company

     

    
      
        	
                 
      

              	
                By:

              	 /s/ Alton D.
      Heckaman, Jr.	 


      

    

    
      	
               
      

            	
              Name:
      Alton D. Heckaman, Jr.

            


    

    
      	
               
      

            	
              Title: 
       Executive Vice President and

            


    

    
      	
               
      

            	
                         
      Chief Financial Officer

            


    

     

    GUARANTOR:

     

    Swift Energy Operating,
LLC

     

    
      
        	
                 
      

              	
                By:

              	 /s/ Alton D. Heckaman, Jr.	 


      

    

    
      	
               
      

            	
              Name: Alton
      D. Heckaman, Jr.

            


    

    
      	
               
      

            	
              Title:  
      Executive Vice President and

            


    

    
      	
               
      

            	
                         
      Chief Financial Officer

            


    

     

    TRUSTEE:

     

    Wells
Fargo Bank, National Association

     

    
      
        	
                 
      

              	
                By:

              	 /s/ Patrick Giordano	 


      

    

    
      	
               
      

            	
              Name: 
      Patrick Giordano

            


    

    
      	
               
      

            	
              Title:  
      VP - Senior Relationships Manager

            


    

    



    
      
         


      

      
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