Exhibit 4.4

    


    


    
      

      

    

     

    


    


    


    
      GHL ACQUISITION CORP.


       

      as the Company

    

    


    and

    


    


    


    as Trustee

    


    


    


    


    ___________________________________

    


    Senior Indenture 

     

    Dated as
of                             
, 20

    


    ___________________________________

    


     

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


    


    


    


    TABLE OF CONTENTS

    ___________________

    


    


    PAGE

    


    ARTICLE 1

    


    DEFINITIONS
AND INCORPORATION
BY REFERENCE

    


    
      
        
          	
                  Section 1.01.

                	
                  Definitions

                	
                  1

                
	
                  Section 1.02.

                	
                  Other
      Definitions

                	
                  6

                
	
                  Section 1.03.

                	
                  Incorporation by Reference of
      Trust Indenture Act

                	
                  6

                
	
                  Section 1.04.

                	
                  Rules of
      Construction

                	
                  7

                


        

      

    

    


    ARTICLE 2

    


    THE SECURITIES

    


    
      
        
          
            	
                    Section 2.01.

                  	
                    Form and
    Dating

                  	
                    7

                  
	
                    Section 2.02.

                  	
                    Execution And
      Authentication

                  	
                    7

                  
	
                    Section 2.03.

                  	
                    Amount Unlimited; Issuable in
      Series

                  	
                    10

                  
	
                    Section 2.04.

                  	
                    Denomination and Date of
      Securities; Payments of Interest

                  	
                    13

                  
	
                    Section 2.05.

                  	
                    Registrar and Paying Agent; Agents
      Generally

                  	
                    13

                  
	
                    Section 2.06.

                  	
                    Paying Agent to Hold Money in
      Trust

                  	
                    14

                  
	
                    Section 2.07.

                  	
                    Transfer and
      Exchange

                  	
                    15

                  
	
                    Section 2.08.

                  	
                    Replacement
      Securities

                  	
                    18

                  
	
                    Section 2.09.

                  	
                    Outstanding
      Securities

                  	
                    19

                  
	
                    Section 2.10.

                  	
                    Temporary
      Securities

                  	
                    20

                  
	
                    Section 2.11.

                  	
                    Cancellation

                  	
                    20

                  
	
                    Section 2.12.

                  	
                    CUSIP
    Numbers

                  	
                    21

                  
	
                    Section 2.13.

                  	
                    Defaulted
      Interest

                  	
                    21

                  
	
                    Section 2.14.

                  	
                    Series May Include
      Tranches

                  	
                    21

                  


          

        

      

    

    


    ARTICLE 3

    


    REDEMPTION

    


    
      
        
          
            
              	
                      Section 3.01.

                    	
                      Applicability of
      Article

                    	
                      22

                    
	
                      Section 3.02.

                    	
                      Notice of Redemption; Partial
      Redemptions

                    	
                      22

                    
	
                      Section 3.03.

                    	
                      Payment Of Securities Called For
      Redemption

                    	
                      24

                    
	
                      Section 3.04.

                    	
                      Exclusion of Certain Securities
      from Eligibility for Selection for
      Redemption

                    	
                      25

                    
	
                      Section 3.05.

                    	
                      Mandatory and Optional Sinking
      Funds

                    	
                      25

                    


            

          

        

      

    

    


    ARTICLE 4

    


    COVENANTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Section 4.01.

                              	
                                Payment of
      Securities

                              	
                                28

                              


                      

                    

                     

                     

                    
                      
                        i

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Section 4.02.

              	
                Maintenance of Office or
      Agency

              	
                29

              
	
                Section 4.03.

              	
                Securityholders’ Lists

              	
                30

              
	
                Section 4.04.

              	
                Certificate to Trustee

              	
                30

              
	
                Section 4.05.

              	
                Reports by the
      Company

              	
                30

              
	
                Section
    4.06.

              	
                Additional
      Amounts

              	
                30

              


      



    ARTICLE 5

    


    SUCCESSOR CORPORATION

    


    
      
        
          
            
              	
                      Section 5.01.

                    	
                      When Company May Merge,
      Etc.

                    	
                      31

                    
	
                      Section 5.02.

                    	
                      Successor
      Substituted

                    	
                      32

                    


            

          

        

      

    

    ARTICLE 6

    


    DEFAULT AND REMEDIES

    


    
      
        
          
            	
                    Section 6.01.

                  	
                    Events of
      Default

                  	
                    32

                  
	
                    Section 6.02.

                  	
                    Acceleration

                  	
                    33

                  
	
                    Section 6.03.

                  	
                    Other
    Remedies

                  	
                    34

                  
	
                    Section 6.04.

                  	
                    Waiver of Past
      Defaults

                  	
                    34

                  
	
                    Section 6.05.

                  	
                    Control by
      Majority

                  	
                    35

                  
	
                    Section 6.06.

                  	
                    Limitation on
      Suits

                  	
                    35

                  
	
                    Section 6.07.

                  	
                    Rights of Holders to Receive
      Payment

                  	
                    36

                  
	
                    Section 6.08.

                  	
                    Collection Suit by
      Trustee

                  	
                    36

                  
	
                    Section 6.09.

                  	
                    Trustee May File Proofs of
      Claim

                  	
                    36

                  
	
                    Section 6.10.

                  	
                    Application of
      Proceeds

                  	
                    37

                  
	
                    Section 6.11.

                  	
                    Restoration of Rights and
      Remedies

                  	
                    38

                  
	
                    Section
    6.12.

                  	
                    Undertaking for
      Costs

                  	
                    38

                  
	
                    Section 6.13.

                  	
                    Rights and Remedies
      Cumulative

                  	
                    38

                  
	
                    Section 6.14.

                  	
                    Delay or Omission not
      Waiver

                  	
                    38

                  


          

        

      

    

    


    ARTICLE 7

    


    TRUSTEE

    


    
      
        
          
            
              
                
                  	
                          Section 7.01.

                        	
                          General

                        	
                          39

                        
	
                          Section 7.02.

                        	
                          Certain Rights of
      Trustee

                        	
                          39

                        
	
                          Section 7.03.

                        	
                          Individual Rights of
      Trustee

                        	
                          41

                        
	
                          Section 7.04.

                        	
                          Trustee's
      Disclaimer

                        	
                          41

                        
	
                          Section 7.05.

                        	
                          Notice of
      Default

                        	
                          41

                        
	
                          Section 7.06.

                        	
                          Reports by Trustee to
      Holders

                        	
                          42

                        
	
                          Section 7.07.

                        	
                          Compensation and
      Indemnity

                        	
                          42

                        
	
                          Section 7.08.

                        	
                          Replacement of
      Trustee

                        	
                          43

                        
	
                          Section
    7.09.

                        	
                          Acceptance of Appointment by
      Successor

                        	
                          44

                        
	
                          Section 7.10.

                        	
                          Successor Trustee By Merger,
      Etc.

                        	
                          45

                        
	
                          Section 7.11.

                        	
                          Eligibility

                        	
                          45

                        


                

              

               

               

              
                
                  ii

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Section 7.12.

                                  	
                                    Money Held in
      Trust

                                  	
                                    45

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    ARTICLE 8

    


    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        Section 8.01.

                      	
                        Satisfaction and Discharge of
      Indenture

                      	
                        46

                      
	
                        Section 8.02.

                      	
                        Application by Trustee of Funds
      Deposited for Payment
      of Securities

                      	
                        47

                      
	
                        Section 8.03.

                      	
                        Repayment of Moneys Held by Paying
      Agent

                      	
                        47

                      
	
                        Section 8.04.

                      	
                        Return of Moneys Held by Trustee
      and Paying Agent Unclaimed for Two
Years

                      	
                        47

                      
	
                        Section 8.05.

                      	
                        Defeasance and Discharge of
      Indenture

                      	
                        48

                      
	
                        Section 8.06.

                      	
                        Defeasance of Certain
      Obligations

                      	
                        49

                      
	
                        Section 8.07.

                      	
                        Reinstatement

                      	
                        51

                      
	
                        Section
    8.08.

                      	
                        Indemnity

                      	
                        51

                      
	
                        Section
    8.09.

                      	
                        Excess
Funds

                      	
                        51

                      
	
                        Section
    8.10.

                      	
                        Qualifying
      Trustee

                      	
                        51

                      


              

            

          

        

      

    

    


    


    ARTICLE 9

    


    AMENDMENTS, SUPPLEMENTS
AND WAIVERS

    
      
        
          
            	 
      	 
      	 
      
	
                    Section 9.01.

                  	
                    Without Consent of
      Holders

                  	
                    52

                  
	
                    Section 9.02.

                  	
                    With Consent of
      Holders

                  	
                    52

                  
	
                    Section 9.03.

                  	
                    Revocation and Effect of
      Consent

                  	
                    54

                  
	
                    Section 9.04.

                  	
                    Notation on or Exchange of
      Securities

                  	
                    54

                  
	
                    Section 9.05.

                  	
                    Trustee to Sign Amendments,
      Etc.

                  	
                    54

                  
	
                    Section 9.06.

                  	
                    Conformity with Trust Indenture
      Act

                  	
                    55

                  


          

        

      

    

    


    


    ARTICLE 10

    


    MISCELLANEOUS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Section 10.01. 
      

                              	
                                Trust Indenture Act of
      1939

                              	
                                55

                              
	
                                Section 10.02.

                              	
                                Notices

                              	
                                55

                              
	
                                Section 10.03.

                              	
                                Certificate and Opinion as to
      Conditions Precedent

                              	
                                56

                              
	
                                Section 10.04.

                              	
                                Statements Required in Certificate
      or Opinion

                              	
                                56

                              
	
                                Section 10.05.

                              	
                                Evidence of
      Ownership

                              	
                                57

                              
	
                                Section 10.06.

                              	
                                Rules by Trustee, Paying Agent or
      Registrar

                              	
                                58

                              
	
                                Section 10.07.

                              	
                                Payment Date Other Than a Business
      Day

                              	
                                58

                              
	
                                Section 10.08.

                              	
                                Governing Law

                              	
                                58

                              
	
                                Section 10.09.

                              	
                                No Adverse Interpretation of Other
      Agreements

                              	
                                58

                              
	
                                Section 10.10.

                              	
                                Successors

                              	
                                58

                              
	
                                Section 10.11.

                              	
                                Duplicate
      Originals

                              	
                                58

                              
	
                                Section 10.12.

                              	
                                Separability

                              	
                                58

                              
	
                                Section 10.13.

                              	
                                Table of Contents, Headings,
      Etc.

                              	
                                59

                              


                      

                    

                     

                     

                    
                      
                        iii

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Section 10.14. 
      

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

                                      	
                                        59

                                      
	
                                        Section 10.15.

                                      	
                                        Judgment
      Currency

                                      	
                                        59

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        iv

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    SENIOR INDENTURE, dated as
of              , 20     ,
between GHL Acquisition Corp., a Delaware corporation, as the Company,
and                   , as
Trustee.

    


    RECITALS OF THE
COMPANY

    


    WHEREAS, the Company has duly
authorized the issue from
time to time of its senior debentures, notes or other evidences of indebtedness
to be issued in one or more series (the “Securities”) up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof,
the Company has duly authorized the execution and delivery of this Indenture;
and

    


    WHEREAS, all things necessary to make
this Indenture a valid
indenture and agreement according to its terms have been
done;

    


    NOW, THEREFORE:

    


    In consideration of the premises and the
purchases of the Securities by the holders thereof, the Company and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities or of any and all series thereof and
of the coupons, if any, appertaining thereto as follows:

    


    


    ARTICLE
1


    DEFINITIONS
AND INCORPORATION
BY REFERENCE

    


    Section
1.01.  Definitions.

    


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

    


    “Agent” means any Registrar, Paying Agent,
transfer agent or Authenticating Agent.

    


    “Authorized
Newspaper” means a newspaper (which, in the case
of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Edition) and in the case of London,
will, if practicable, be the Financial Times (London Edition) and published in
an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and
of general circulation in The City of New York or London, as applicable. If it
shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof
which is made or given with the approval of the Trustee shall constitute a
sufficient publication of such notice.

    


    “Board
Resolution” means one or more resolutions of the board of
directors of the Company or any authorized committee thereof, certified by the
secretary or an assistant secretary to have been duly adopted and to be in full
force and effect on the date of certification, and delivered to the Trustee.

    


    “Business
Day” means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in The City of New
York, with respect to any
Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in London, or with respect to
Securities denominated in a specified currency other than United States dollars,
in the principal financial center of the country of the
specified currency.

    


    “Capital
Lease” means, with respect to any Person, any
lease of any property which, in conformity with GAAP, is required to be
capitalized on the balance sheet of such Person.

    


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

    


    “Company” means the party named as such in the
first paragraph of this Indenture until a successor replaces it pursuant to
Article 5 of this Indenture and thereafter means the
successor.

    


    “Corporate Trust
Office” means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be administered, which office is, at the date of this Indenture, located at
Attention:                         
..

    


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

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    “Depositary” means, with respect to the Securities
of any series issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Company pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Registered
Global Securities of that
series.

    


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

    


    “GAAP” means generally accepted accounting
principles in the U.S. as in effect as of the date hereof applied on a basis
consistent with the principles, methods, procedures and practices employed in the
preparation of the Company’s audited financial statements,
including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as is approved by a significant segment of the
accounting profession.

    


    “Holder” or “Securityholder” means the registered holder of any Security with
respect to Registered Securities and the bearer of any Unregistered Security or
any coupon appertaining thereto, as the case may be.

    


    “Indenture” means this Indenture as originally
executed and delivered or as it may be amended or supplemented from time to
time by one or more indentures supplemental to this Indenture entered into
pursuant to the applicable provisions of this Indenture and shall include the
forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01
and 2.03.

    


    “Officer” means, with respect to the Company, the
chairman of the board of directors, the president or chief executive officer,
any executive vice president, any senior vice president, any vice president,
the chief financial
officer, the treasurer or any assistant treasurer, or the secretary or any
assistant secretary.

    


    “Officers’
Certificate” means a certificate signed in the name
of the Company (i) by the chairman of the board of directors, the president
or chief executive officer,
an executive vice president, a senior vice president or a vice president, and
(ii) by the chief financial officer, the treasurer or any assistant treasurer,
or the secretary or any assistant secretary, and delivered to the
Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act, if

    


     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    


    applicable, and include (except as
otherwise expressly provided in this Indenture) the statements provided in Section 10.04, if
applicable.

    


    “Opinion of
Counsel” means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company, satisfactory to
the Trustee. Each such opinion shall comply with Section 314 of the Trust
Indenture Act, if
applicable, and include the statements provided in Section 10.04, if and to the
extent required thereby.

    


    “original issue
date” of any Security (or portion thereof)
means the earlier of (a) the date of authentication of such Security or (b)
the date of any Security
(or portion thereof) for which such Security was issued (directly or indirectly)
on registration of transfer, exchange or substitution.

    


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

    


    “Periodic
Offering” means an offering of Securities of a
series from time to time, the specific terms of which Securities, including, without limitation, the rate
or rates of interest, if any, thereon, the stated maturity or maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents upon the issuance of such Securities.

    


    “Person” means an individual, a corporation, a
partnership, a limited liability company, an association, a trust or any other
entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.

    


    “Principal” of a Security means the principal
amount of, and, unless the context indicates otherwise, includes any premium
payable on, the Security.

    


    “Registered Global
Security” means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.02, and bearing the legend prescribed in
Section 2.02.

    


    “Registered
Security” means any Security registered on the
Security Register (as defined in Section 2.05).

    


    “Responsible
Officer” when used with respect to the Trustee,
shall mean an officer of the Trustee in the Corporate Trust Office, having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the
particular subject.

    


     

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    


    


    “Securities” means any of the securities, as defined
in the first paragraph of the recitals hereof, that are authenticated
and delivered under this Indenture and, unless the context indicates otherwise,
shall include any coupon appertaining thereto.

    


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

    


    “Subsidiary” means, with respect to any Person, any corporation,
association or other business entity of which a majority of the capital stock or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the time directly or
indirectly owned by such Person.

    


    “Trustee” means the party named as such in the
first paragraph of this Indenture until a successor replaces it in accordance
with the provisions of Article 7 and thereafter shall mean or include each Person who is then a
Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that
series.

    


    “Trust
Indenture Act” means the Trust Indenture Act of 1939,
as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended
from time to time.

    


    “Unregistered
Security” means any Security other than a
Registered Security.

    


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

    


    “Yield to
Maturity” means, as the context may require, the
yield to maturity (i) on a series of Securities or (ii) if the Securities of a
series are issuable from time to time, on a Security of such series, calculated
at the time of issuance

    


     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    


    


    of such series in the case of clause (i)
or at the time of issuance of such Security of such series in the case of clause
(ii), or, if applicable, at the most recent redetermination of interest on such
series or on such Security,
and calculated in accordance with the constant interest method or such other
accepted financial practice as is specified in the terms of such
Security.

    


    Section
1.02.  Other
Definitions.  Each of
the following terms is defined in the section set forth opposite such
term:

    


    
      
        
          
            
              
                	
                        Term

                      	
                        Section

                      
	 	 
	
                        Authenticating
      Agent

                      	
                        2.02

                      
	
                        Cash
      Transaction

                      	
                        7.03

                      
	
                        Dollars

                      	
                        4.02

                      
	
                        Event of
      Default

                      	
                        6.01

                      
	
                        Judgment
      Currency

                      	
                        10.15(a)

                      
	
                        mandatory sinking fund
      payment

                      	
                        3.05

                      
	
                        optional sinking fund
      payment

                      	
                        3.05

                      
	
                        Paying
Agent

                      	
                        2.05

                      
	
                        record date

                      	
                        2.04

                      
	
                        Registrar

                      	
                        2.05

                      
	
                        Required
      Currency

                      	
                        10.15(a)

                      
	
                        Security
      Register

                      	
                        2.05

                      
	
                        self-liquidating
      paper

                      	
                        7.03

                      
	
                        sinking fund payment
      date

                      	
                        3.05

                      
	
                        tranche

                      	
                        2.14

                      


              

            

          

        

      

    

    


    Section
1.03.  Incorporation
by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of
this Indenture. The following terms used in this Indenture that are defined by
the Trust Indenture Act have the following meanings:

    


    “indenture
securities” means the
Securities;

    


    “indenture security
holder” means a Holder or a
Securityholder;

    


    “indenture to be
qualified” means this
Indenture;

    


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

    


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

    


    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


     

    All other terms used in this Indenture
that are defined by the Trust Indenture Act, defined by reference in the Trust
Indenture Act to another
statute or defined by a rule of the Commission and not otherwise defined herein
have the meanings assigned to them therein.

    


    Section
1.04.  Rules of
Construction.  Unless
the context otherwise requires:

    


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

    


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

    


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

    


    (d)  all references to Sections or Articles
refer to Sections or Articles of this Indenture unless otherwise indicated;
and

    


    (e)  use of masculine, feminine or neuter
pronouns should not be deemed a limitation, and the use of any such pronouns should
be construed to include, where appropriate, the other
pronouns.

       


    


    ARTICLE
2


    THE SECURITIES

    


    Section
           2.01.  Form
           and  Dating.  The
            Securities
           of each series
           shall be substantially
           in such form
           or forms (not
            inconsistent
            with this
             Indenture)
            as shall
            be established
            by or pursuant
            to one or
            more Board
             Resolutions
            or in one
            or more indentures
            supplemental
            hereto, in
            each case
            with  such
            appropriate
            insertions,
            omissions,
            substitutions
            and other
            variations
            as  are required
            or permitted
            by this Indenture
            and may
            have imprinted
            or otherwise
            reproduced
            thereon such
            legend or
            legends or
             endorsements,
            not inconsistent
            with the
            provisions
            of this Indenture,
            as may be
             required
            to comply
            with any
            law, or with
            any rules
            of any securities
            exchange
            or usage,
            all as may
            be  determined
            by the officers
            executing
            such Securities
            as evidenced
            by their
             execution
            of the Securities.
            Unless otherwise
            so established,
            Unregistered
             Securities
            shall have
            coupons attached.

    


    Section
           2.02.  Execution
            And Authentication. 
Two
Officers shall  execute the
Securities and one Officer
shall  execute the coupons
appertaining thereto
for the Company by facsimile
or manual  signature
in the name and on behalf
of the Company. The seal
of the Company, if  any,
shall be reproduced
on  the Securities.

    


     

    


    
      
        
        

      

      
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    If an Officer whose signature is on a
Security or coupon appertaining thereto no longer holds that office at the time
the Security is authenticated, the Security and such coupon shall nevertheless be
valid.

    


    The Trustee, at the expense of the
Company, may appoint an authenticating agent (the “Authenticating
Agent”) to authenticate Securities. The
Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent.

    


    A Security and the coupons appertaining
thereto shall not be valid until the Trustee or Authenticating Agent manually
signs the certificate of
authentication on the Security or on the Security to which such coupon
appertains by an authorized officer. The signature shall be conclusive evidence
that the Security or the Security to which the coupon appertains has been
authenticated under this
Indenture.

    


    At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities
of any series having attached thereto appropriate coupons, if any, executed by
the Company to the Trustee for authentication together with the
applicable documents referred to below in this Section, and the Trustee shall
thereupon authenticate and deliver such Securities to or upon the written order
of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive
prior to the authentication of any Securities of such series, and (subject to
Article 7) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked:

    


    (a)  any Board Resolution and/or executed supplemental indenture
referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and
terms of the Securities of that series were established;

    


    (b)  an Officers’ Certificate setting forth the form or
forms and terms of the Securities, stating that the form or forms and
terms of the Securities of such series have been, or, in the case of a Periodic
Offering, will be when established in accordance with such procedures as shall
be referred to therein, established in compliance with this Indenture; and

    


    (c)  an Opinion of Counsel substantially to
the effect that the form or forms and terms of the Securities of such series
have been, or, in the case of a Periodic Offering, will be when established in
accordance with such procedures as shall be referred to therein, established in
compliance with this Indenture and that the supplemental indenture, to the
extent applicable, and Securities have been duly authorized and, if executed and
authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for
by the purchasers thereof on

    


     

    


    
      
        
        

      

      
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    the date of such opinion, would be
entitled to the benefits of the Indenture and would be valid and binding
obligations of the Company,
enforceable against the Company in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, receivership, moratorium and
other similar laws affecting creditors’ rights generally, general principles of
equity, and covering such other matters as
shall be specified therein and as shall be reasonably requested by the
Trustee.

    


    The Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the
Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

    


    Notwithstanding the provisions of
Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series
are not to be originally issued at one time, it shall not be necessary to
deliver the Board Resolution otherwise required pursuant to Section 2.01 or the
written order, Officers’ Certificate and Opinion of Counsel
otherwise required pursuant to Section 2.02
at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

    


    With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the
Company of any of such Securities, the forms and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in
connection with the first authentication of Securities of such
series.

    


    If the Company shall establish pursuant
to Section 2.03 that the Securities of a series or a portion thereof are
to be issued in the form of one or more Registered Global Securities, then the
Company shall execute and the Trustee shall authenticate and deliver one or more
Registered Global Securities that (i) shall represent and shall be denominated in an amount equal
to the aggregate principal amount of all of the Securities of such series issued
in such form and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or its
custodian or pursuant to such Depositary’s instructions and (iv) shall bear a
legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary

    


    


     

    


    
      
        
        

      

      
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    or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor
Depositary.”

    


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

    


    The Securities may be issued in one or
more series. There shall be established in or pursuant to Board Resolution or
one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series, subject to the last sentence of this
Section 2.03,

    


    (a)  the designation of the Securities of the
series, which shall distinguish the Securities of the series from the Securities
of all other
series;

    


    (b)  any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered
under this Indenture and any limitation on the ability of the Company to
increase such aggregate principal amount after the initial issuance of the Securities
of that series (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, or upon
redemption of, other Securities of the series pursuant
hereto);

    


    (c)  the date or dates on which the principal of the
Securities of the series is payable (which date or dates may be fixed or
extendible);

    


    (d)  the rate or rates (which may be fixed or
variable) per annum at which the Securities of the series shall bear interest,
if any, the date or dates
from which such interest shall accrue, on which such interest shall be payable
and (in the case of Registered Securities) on which a record shall be taken for
the determination of Holders to whom interest is payable and/or the method
by which such rate or rates or date or
dates shall be determined;

    


    (e)  if other than as provided in Section
4.02, the place or places where the principal of and any interest on Securities
of the series shall be payable, any Registered Securities of the series
may be surrendered for
exchange, notices, demands to or upon the Company in respect of the Securities
of the series and this Indenture may be served and notice to Holders may be
published;

    


    (f)  the right, if any, of the Company to
redeem Securities of the series, in whole or in part, at its option
and the period or periods within which, the price or prices at which and any
terms and conditions upon which Securities of the series may be so redeemed,
pursuant to any sinking fund or otherwise;

    


    


     

    
      
        
        

      

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

    


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

    


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

    


    (j)  if other than the coin or currency in
which the Securities of the series are denominated, the coin or currency in
which payment of the principal of or interest on the Securities of the series
shall be payable or if the
amount of payments of principal of and/or interest on the Securities of the
series may be determined with reference to an index based on a coin or currency
other than that in which the Securities of the series are denominated, the
manner in which such amounts shall be
determined;

    


    (k)  if other than the currency of the United
States of America, the currency or currencies, including composite currencies,
in which payment of the Principal of and interest on the Securities of the
series shall be payable,
and the manner in which any such currencies shall be valued against other
currencies in which any other Securities shall be payable;

    


    (l)  whether the Securities of the series or
any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be
issuable as Registered Global Securities) or Unregistered Securities (with or
without coupons) (and if so, whether such Securities will be issued in temporary
or permanent global form), or any combination of the foregoing, any restrictions applicable to the
offer, sale or delivery of Unregistered Securities or the payment of interest
thereon and, if other than as provided herein, the terms upon which Unregistered
Securities of any series may be exchanged for Registered Securities of such series and vice
versa;

    


    (m)  whether the Securities of the series may
be exchangeable for and/or convertible into the common stock of the Company or
any other security;

    


    (n)  whether and under what circumstances the
Company will pay additional amounts on the Securities of the series
held by a person who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or

    


     

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    


    deducted and, if so, whether the
Company will have the
option to redeem such Securities rather than pay such additional
amounts;

    


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

    


    (p)  any trustees, depositaries,
authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the
Securities of the series;

    


    (q)  provisions, if any, for the defeasance
of the Securities of the series (including provisions permitting defeasance of
less than all Securities of the series), which provisions may be in
addition to, in
substitution for, or in modification of (or any combination of the foregoing)
the provisions of Article 8;

    


    (r)  if the Securities of the series are
issuable in whole or in part as one or more Registered Global Securities or
Unregistered Securities in
global form, the identity of the Depositary or common Depositary for such
Registered Global Security or Securities or Unregistered Securities in global
form;

    


    (s)  any other Events of Default or covenants
with respect to the Securities of the series; and

    


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

    


    All Securities of any one series and
coupons, if any, appertaining thereto shall be substantially identical, except
in the case of Registered
Securities as to date and denomination, except in the case of any Periodic
Offering and except as may otherwise be provided by or pursuant to the Board
Resolution referred to above or as set forth in any such indenture supplemental
hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to such Board
Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be
issued from time to time may be completed and established from time to time
prior to the issuance thereof by procedures described in such Board Resolution
or supplemental indenture.

    


    Unless otherwise expressly
provided with respect to a
series of Securities, the aggregate principal amount of a series of Securities
may be increased and additional Securities of such series may be issued up to
the maximum aggregate principal amount authorized with respect to such
series as increased.

    


     

    


    
      
        
        

      

      
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    Section
2.04.  Denomination
and Date of Securities; Payments of Interest.  The Securities of each series shall be
issuable as Registered Securities or Unregistered Securities in denominations established as
contemplated by Section 2.03 or, if not so established with respect to
Securities of any series, in denominations of $1,000 and any integral multiple
thereof. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or
in accordance with such plan as the Officers of the Company executing the same
may determine, as evidenced by their execution thereof.

    


    Unless otherwise specified with respect
to a series of Securities, each Security shall be dated the date of its
authentication. The Securities of each series shall bear interest, if any, from
the date, and such interest and shall be payable on the dates, established as
contemplated by Section 2.03.

    


    The person in whose name any
Registered Security of any
series is registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer
or exchange of such Registered Security subsequent to the record date and prior
to such interest payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest payment date for such series, in which
case the provisions of Section 2.13 shall apply. The term “record
date” as used with respect to any interest
payment date (except a date for payment of defaulted interest) for the
Securities of any series shall mean the date specified as such in the terms
of the Registered Securities of such series established as contemplated by
Section 2.03, or, if no such date is so established, the fifteenth day next
preceding such interest payment date, whether or not such record date is a Business
Day.

    


    Section
2.05.  Registrar
and Paying Agent; Agents Generally.  The Company shall maintain an office or
agency where Securities may be presented for registration, registration of
transfer or for exchange (the “Registrar”) and an office or agency where Securities may be
presented for payment (the “Paying Agent”), which shall be in the Borough of
Manhattan, The City of New York. The Company shall cause the Registrar to
keep a register of the Registered Securities and of their
registration, transfer and
exchange (the “Security Register”). The Company may have one or more
additional Paying Agents or transfer agents with respect to any
series.

    


    The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture and the Trust Indenture Act that relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name
and address of any Agent and any change in the name or address of an Agent. If
the

    


    


    


    
      
        
        

      

      
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    Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such. The Company may remove any Agent
upon written notice to such Agent and the Trustee; provided that no such removal shall become
effective until (i) the acceptance of an appointment by a successor Agent to
such Agent as evidenced by an appropriate agency agreement entered into by the
Company and such successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company or
any affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company nor an
affiliate of the Company shall act as Paying Agent in connection with the
defeasance of the Securities or the discharge of this Indenture under Article
8.

    


    The Company initially appoints the
Trustee as Registrar,
Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the
Registrar, the Registrar shall make available to the Trustee ten days prior to
each interest payment date and at such other times as the Trustee may reasonably
request the names and addresses of the Holders as
they appear in the Security Register.

    


    Section
2.06.  Paying Agent
to Hold Money in Trust.  Not later than 10:00 a.m. New York City time on each due date or, in the case
of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the
due date, of any Principal or interest on any Securities, the Company shall
deposit with the Paying Agent money in immediately available funds sufficient to
pay such Principal or interest. The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold in trust for the
benefit of the Holders of such Securities or the Trustee all money held by the
Paying Agent for the payment of Principal of and interest on such Securities and shall promptly notify
the Trustee of any default by the Company in making any such payment. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent, require such
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company or any affiliate of the Company acts as
Paying Agent, it will, on or before each due date of any Principal of or
interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders
thereof a sum of money sufficient to pay such Principal or interest so becoming
due until such sum of money shall be paid to such Holders or otherwise disposed
of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or
failure to act as required by this Section.

    


    


    


    


    
      
        
        

      

      
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    Section
           2.07.  Transfer
           and  Exchange.  Unregistered
           Securities
           (except  for any
           temporary
           global Unregistered
           Securities)
           and coupons
           (except  for
           coupons attached
           to any temporary
           global Unregistered
           Securities)
           shall be
           transferable
           by delivery.

    


    At the option of the Holder thereof,
Registered Securities of any series (other than a Registered Global
Security, except as set
forth below) may be exchanged for a Registered Security or Registered Securities
of such series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Registered Securities to be
exchanged at the agency of the Company that
shall be maintained for such purpose in accordance with Section 2.05 and upon
payment, if the Company shall so require, of the charges hereinafter provided.
If the Securities of any series are issued in both registered and unregistered form, except as
otherwise established pursuant to Section 2.03, at the option of the Holder
thereof, Unregistered Securities of any series may be exchanged for Registered
Securities of such series and tenor having authorized denominations and an equal aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Company that shall be maintained for such purpose in accordance with Section
4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured
coupons and all matured coupons in default thereto appertaining, and upon
payment, if the Company shall so require, of the charges hereinafter provided.
At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest
rate and original issue date are issued in more than one authorized
denomination, except as otherwise established pursuant to Section 2.03, such
Unregistered Securities may be exchanged for Unregistered Securities of
such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered
Securities that have coupons attached, all unmatured coupons and all matured
coupons in default thereto appertaining, and upon payment, if the Company shall
so require, of the charges hereinafter provided. Registered Securities of any series may not be
exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.

    


    Upon surrender for registration of
transfer of any Registered Security of a series at the agency of the Company
that shall be maintained for that purpose in accordance with Section 2.05 and
upon payment, if the Company shall so require, of the charges
hereinafter provided, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee
or

    


     

    


    
      
        
        

      

      
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    transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount.

    


    All Registered Securities presented for
registration of transfer, exchange, redemption or payment shall be
duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder or his
attorney duly authorized in writing.

    


    The Company may require payment of a sum
sufficient to cover any tax
or other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

    


    Notwithstanding any other provision of
this Section 2.07, unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

    


    If at any time the Depositary for any
Registered Global Securities of any series notifies the Company that it is
unwilling or unable to continue as Depositary for such Registered Global
Securities or if at any time the Depositary for such Registered Global Securities shall no longer
be eligible under applicable law, the Company shall appoint a successor
Depositary eligible under applicable law with respect to such Registered Global
Securities. If a successor Depositary eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive
Registered Securities of such series and tenor, will authenticate and deliver
Registered Securities of such series and tenor, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of such Registered Global
Securities, in exchange for such Registered Global
Securities.

     

    The Company may at any time and in its
sole discretion and subject to the procedures of the Depositary determine that
any Registered Global Securities of any series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and deliver, Registered Securities
of such series and

    


    


    


    
      
        
        

      

      
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    tenor in any authorized denominations,
in an aggregate principal amount equal to the principal amount of such
Registered Global
Securities, in exchange for such Registered Global
Securities.

    


    Any time the Registered Securities of
any series are not in the form of Registered Global Securities pursuant to the
preceding two paragraphs, the Company agrees to supply the Trustee with a
reasonable supply of
certificated Registered Securities without the legend required by Section 2.02
and the Trustee agrees to hold such Registered Securities in safekeeping until
authenticated and delivered pursuant to the terms of this
Indenture.

    


    If established by the Company pursuant to
Section 2.03 with respect to any Registered Global Security, the Depositary for
such Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Registered Securities of the same series and tenor in definitive
registered form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

    


    (a)  to the Person specified by such Depositary new Registered
Securities of the same series and tenor, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Registered
Global Security; and

    


    (b)  to such Depositary a new Registered
Global Security in a denomination equal to the difference, if any, between the
principal amount of the surrendered Registered Global Security and the aggregate
principal amount of Registered Securities authenticated and delivered pursuant to
clause (a) above.

    


    Registered Securities issued in exchange
for a Registered Global Security pursuant to this Section 2.07 shall be
registered in such names and in such authorized denominations as the Depositary
for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as
directed by the Persons in whose names such
Securities are so registered.

    


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

    


    


    


    
      
        
        

      

      
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    Notwithstanding anything herein or in
the forms or terms of any Securities to the contrary, none of the Company, the
Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security
for a Registered Security if such exchange would result in adverse Federal
income tax consequences to the Company (such as, for example, the inability
of the Company to deduct from its income,
as computed for Federal income tax purposes, the interest payable on the
Unregistered Securities) under then applicable United States Federal income tax
laws. The Trustee and any such agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel in
determining such result.

    


    The Registrar shall not be required (i)
to issue, authenticate, register the transfer of or exchange Securities of any
series for a period of 15 days before a selection of such Securities to be redeemed or (ii) to
register the transfer of or exchange any Security selected for redemption in
whole or in part.

    


    Section
           2.08.  Replacement
            Securities.  If
            any  mutilated
            Security
            or a Security
            with a mutilated
            coupon  appertaining
            to it is
             surrendered
            to the Trustee,
            the Company
            shall execute
            and the Trustee
            shall  authenticate
            and deliver,
            in exchange
            for such
            mutilated
            Security
            or in exchange
             for the
            Security
            to which
            a mutilated
            coupon appertains,
            a new Security
            of the  same
            series and of
            like tenor
            and principal
            amount and
             bearing
            a number
            not contemporaneously
            outstanding,
            with coupons
            corresponding
             to the coupons,
            if any, appertaining
            to such mutilated
            Security
            or to the
             Security
            to which
            such mutilated
            coupon appertains.

    


    If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of any of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.

    


    In case any such mutilated,
destroyed, lost or stolen
Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security or
coupon (without surrender thereof except in the case of a mutilated
Security or coupon) if the applicant for such
payment shall furnish to the Company and the Trustee such

    


    


    


    
      
        
        

      

      
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    security or indemnity as may be required
by them to save each of them and any agent of any of them harmless, and in the case of
destruction, loss or theft, evidence satisfactory to the Company and the Trustee
and any agent of them of the destruction, loss or theft of such Security and the
ownership thereof; provided, however,
that the
Principal of and any
interest on Unregistered Securities shall, except as otherwise provided in Section
4.02, be payable only at an office or agency located outside the United States
of America.

    


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

    


    Every new Security of any
series, with its coupons,
if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for any mutilated Security, or in exchange for a
Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security and its coupons, if any, or the mutilated, destroyed,
lost or stolen coupon shall be at any time enforceable by anyone, and any such new Security and coupons,
if any, shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

    


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

    


    Section
           2.09.  Outstanding
            Securities.  Securities
            outstanding
            at any time are
            all Securities
            that have
            been  authenticated
            by the Trustee
            except for
            those cancelled
            by it, those
            delivered
             to it for
            cancellation,
            those described
            in this Section
            as not outstanding
            and  those
            that have
            been defeased
            pursuant
            to Section
            8.05.

    


    If a Security is replaced pursuant to
Section 2.08, it ceases to be outstanding unless and until the Trustee and the
Company receive proof satisfactory to them that the replaced Security is held by
a holder in due course.

    


    If the Paying Agent (other than the Company or an affiliate of
the Company) holds on the maturity date or any redemption date or date for
repurchase of the Securities money sufficient to pay Securities payable or to be
redeemed or repurchased on that date, then on and after that date such Securities cease to be
outstanding and interest on them shall cease to accrue.


    


    


    
      
        
        

      

      
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    A Security does not cease to be
outstanding because the Company or one of its affiliates holds such Security, provided,
however, that, in
determining whether the Holders of the requisite principal amount of the
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company
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 Securities as to which a
Responsible Officer of the Trustee has received written notice to be so owned
shall be so disregarded. Any Securities so owned which are pledged by the
Company, or by any affiliate of the Company, as security for loans or
other obligations, otherwise than to
another such affiliate of the Company, shall be deemed to be outstanding, if the
pledgee is entitled pursuant to the terms of its pledge agreement and is free to
exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or
by any such affiliate.

    


    Section
           2.10.  Temporary
            Securities.  Until
             definitive
            Securities
            of any series
            are ready
            for delivery,
            the  Company
            may prepare
            and the Trustee
            shall authenticate
            temporary
            Securities
            of  such
            series.
            Temporary
             Securities
            of any series
            shall be
            substantially
            in the form
            of definitive
             Securities
            of such series
            but may have
            insertions,
            substitutions,
            omissions
            and  other
            variations
            determined
            to be appropriate
            by the Officers
            executing
            the  temporary Securities,
            as evidenced
            by their
             execution
            of such temporary
            Securities.
            If temporary
            Securities
            of any series
             are issued,
            the Company
            will cause
            definitive
            Securities
            of such series
            to be  prepared
            without unreasonable
            delay. After
            the preparation
            of definitive

    


    Securities of any series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series and tenor upon surrender of such temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 4.02, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such
series and tenor and authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series.

    


    Section
2.11. 
Cancellation.  The
 Company at any time
may deliver to the Trustee
for cancellation any
Securities  previously
authenticated and delivered
hereunder which the Company
may have  acquired in
any manner whatsoever,
and may deliver to the
Trustee for  cancellation
any Securities  previously
authenticated hereunder
which the Company has
not issued and sold.
 The Registrar, any transfer
agent and the Paying
Agent shall forward to
the  Trustee any Securities
surrendered to them for
transfer, exchange or
payment.  The Trustee
shall  cancel

    


    


    
      
        
        

      

      
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    and dispose of in accordance with its
customary procedures all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver a certificate of disposition to the Company. The
Company may not issue new Securities to replace Securities it has paid in full
or delivered to the Trustee for cancellation.

    


    Section
           2.12.  CUSIP
            Numbers.  The
            Company
            in issuing
            the Securities may
            use “CUSIP” and “CINS” numbers
            (if then
            generally
            in use),
            and  the
            Trustee shall
            use CUSIP
            numbers or
            CINS numbers,
            as the case
            may be, in
             notices
            of redemption
            or exchange
            as a convenience
            to Holders
            and no  representation
            shall be
            made as to
            the correctness
            of such numbers
             either
             as printed
             on the Securities
             or as  contained
             in any notice
             of redemption
             or exchange.

    


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

    


    Section
           2.14.  Series
           May  Include
           Tranches.  A
            series of
           Securities
            may include
            one or more
            tranches
            (each a
“tranche”)
of Securities, including
Securities  issued in
a Periodic Offering.
The Securities of different
tranches may have one
 or more different terms,
including authentication
dates and public offering
 prices,
 but all the  Securities
 within each such tranche
 shall have identical
 terms, including  authentication
 date and public offering
 price. Notwithstanding
 any other  provision
 of this Indenture, with
 respect to Sections
 2.02 (other than the
  fourth, sixth and seventh
  paragraphs thereof)
  through  2.04, 2.07,
  2.08, 2.10, 3.01 through
  3.05, 4.02, 6.01 through
  6.14, 8.01 through
   8.07, 9.02 and Section
  10.07, if any series
  of Securities includes
  more than one  tranche,
  all provisions of such
  sections applicable
  to any
  series of Securities
  shall be deemed  equally
  applicable to each
  tranche of any series
  of Securities in the
  same  manner as though
  originally designated
  a series unless otherwise
  provided with  respect
  to such series or tranche
  pursuant to Section
  2.03. In particular,
  and without limiting
  the  scope of the next
  preceding sentence,
  any of the provisions
  of such sections  which
  provide for or permit
  action to be taken
  with respect to a series
  of  Securities shall
  also be deemed to provide
  for and permit such
  action
  to be taken instead
  only with respect
  to Securities of one
  or more tranches within
  that series (and  such

    


    


    
      
        
        

      

      
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    provisions shall be deemed satisfied
thereby), even if no comparable action is taken with respect to Securities in the
remaining tranches of that series.

    


    


    ARTICLE
3


    REDEMPTION

    


    Section
           3.01. 
Applicability of Article.  The
provisions of this Article
 shall be
 applicable to the Securities
 of any  series which
 are redeemable before
 their maturity
 or to any sinking fund
 for the  retirement
 of Securities of a series
 except as otherwise
 specified as  contemplated
 by Section 2.03 for
 Securities of such series.

    


    Section
3.02.  Notice of
Redemption; Partial Redemptions.  Notice of redemption to the Holders of Registered Securities of any
series to be redeemed as a whole or in part at the option of the Company shall
be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Registered Securities of such series at their last addresses as they
shall appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act, shall be given by mailing notice of such redemption, by first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice of redemption to all other
Holders of Unregistered Securities of any series to be redeemed as a whole or in
part shall be published in an Authorized Newspaper in The City of New York or
with respect to any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in an Authorized Newspaper in
London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption.
Any notice which is mailed or published in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

    


    The notice of redemption to each such
Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for
redemption,

    


    


    


    
      
        
        

      

      
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    the redemption price, or if not then
ascertainable, the manner of calculation thereof, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities and, in the case of Securities with coupons attached
thereto, of all coupons
appertaining thereto maturing after the date fixed for redemption, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will be
paid as specified in such notice and that
on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. In case any 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 Security, a new Security or Securities of such series and
tenor in principal amount equal to the unredeemed portion thereof will be
issued.

    


    The notice of redemption of Securities
of any series to be redeemed at the option of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

    


    On or before 10:00 a.m. New York City time on the redemption date or, in the
case of Unregistered Securities, on or before 10:00 a.m. New York City time on
the Business Day prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own Paying Agent, set aside, segregate and hold in trust as provided in Section
2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If all of the
outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10
days prior to the last date on which notice of redemption may be given to
Holders pursuant to the first paragraph of this Section 3.02 (or such shorter
period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Securities
are to be redeemed. If less than all the outstanding Securities of a series are
to be redeemed, the Company will deliver to the Trustee at least 15 days prior
to the last date on which notice of redemption may be given to Holders pursuant to the first
paragraph of this Section 3.02 (or such shorter period as shall be acceptable to
the Trustee) an Officers’ Certificate stating the aggregate
principal amount of such Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an
Officers’ Certificate evidencing compliance with
such restriction or condition.

    


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    If less than all the Securities of a
series are to be redeemed, the Trustee shall select, pro rata, by lot or in such
manner as it shall deem appropriate and fair, Securities of such series to be redeemed in whole or in
part. Securities may be redeemed in part in principal amounts equal to
authorized denominations for Securities of such series. The Trustee shall
promptly notify the Company in writing of the Securities of such series
selected for redemption and, in the case
of any Securities of such series selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

    


    Section
           3.03.  Payment
           Of  Securities
           Called For
           Redemption. 
If
notice of redemption
has been given as above
 provided, the Securities
or portions of Securities
specified in such notice
 shall become due and
payable on the date and
at the place stated in
such notice  at the applicable
redemption price, together
with
interest accrued to the
date fixed  for redemption,
and on and after such
date (unless the Company
shall default in  the
payment of such Securities
at the redemption price,
together with interest
 accrued to such date)
interest on the Securities
or portions
of Securities so called
for redemption  shall
cease to accrue, and
the unmatured coupons,
if any, appertaining
thereto  shall be void
and, except as provided
in Sections 7.12 and
8.02, such Securities
 shall cease from and
after the date fixed
for redemption
to be entitled to any
benefit under  this Indenture,
and the Holders thereof
shall have no right in
respect of such  Securities
except the right to receive
the redemption price
thereof and unpaid  interest
to the date fixed for
redemption. On presentation and
surrender of such Securities
at a  place of payment
specified in said notice,
together with all coupons,
if any,  appertaining
thereto maturing after
the date fixed for redemption,
said  Securities or the
specified portions thereof
shall be paid and redeemed
by the Company at the
applicable  redemption
price, together with
interest accrued thereon
to the date fixed for
 redemption; provided
that payment of interest
becoming due on or prior
to the  date fixed for
redemption shall be payable
in the case of Securities
with coupons attached
thereto, to  the Holders
of the coupons for such
interest upon surrender
thereof, and in the
case of Registered Securities,
to the Holders of such
Registered Securities
 registered as such on
the relevant record date
subject to the
terms and provisions
of Sections 2.04  and
2.13 hereof.

    


    If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal shall,
until paid or duly provided for, bear interest from the date fixed for
redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

    


    


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    If any Security with coupons attached
thereto is surrendered for
redemption and is not accompanied by all appurtenant coupons maturing after the
date fixed for redemption, the surrender of such missing coupon or coupons may
be waived by the Company and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save
each of them harmless.

    


    Upon presentation of any Security of any
series redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at
the expense of the Company,
a new Security or Securities of such series and tenor (with any unmatured
coupons attached), of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

    


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

    


    Section
           3.05.  Mandatory
            and Optional
           Sinking Funds.  The
           minimum amount
           of any sinking
           fund payment
           provided for
           by the terms
           of  Securities
           of any series
           is herein
           referred to
           as a “mandatory
           sinking  fund
           payment”,
           and any payment
           in excess
           of such  minimum
           amount provided
           for by the
           terms of the
           Securities
           of any series
           is  herein
           referred to
           as an
“optional
sinking  fund payment”.
The date on which a sinking
fund  payment is to be
made is herein referred
to as the “sinking
fund payment  date”.

    


    In lieu of making all or any part of any
mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except through a mandatory sinking fund
payment) by the Company or receive credit for Securities of such series
(not previously so credited) theretofore
purchased or otherwise acquired (except as aforesaid) by the Company and
delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive
credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such series (not previously so credited)
redeemed by the Company at the option of the Company pursuant to the terms of
such Securities or through any optional sinking fund payment. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.

    


    


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    On or before the sixtieth day next
preceding each sinking fund
payment date for any series, or such shorter period as shall be acceptable to
the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion
of the mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of specified Securities of such series and the
basis for such credit, (b) stating that none of the specified Securities of such
series has theretofore been so credited, (c) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not been
waived or cured) and are continuing and (d) stating whether or not the Company
intends to exercise its right to make an optional sinking fund payment with respect to such
series and, if so, specifying the amount of such optional sinking fund payment
which the Company intends to pay on or before the next succeeding sinking fund
payment date. Any Securities of such series to be credited and required to be delivered to the
Trustee in order for the Company to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and
upon its receipt by the Trustee the Company shall become unconditionally
obligated to make all the cash payments or delivery of Securities therein referred
to, if any, on or before the next succeeding sinking fund payment date. Failure
of the Company, on or before any such sixtieth day, to deliver such
Officer’s Certificate and Securities specified
in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the
Company (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Company will make no optional sinking fund payment with respect to such series
as provided in this Section.

    


    If the sinking fund payment or
payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking fund payment
date plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request
with respect to the Securities of any
series), such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such
amount shall be $50,000 (or such lesser sum) or less and the Company makes no
such request then it shall be carried over until a sum in excess of $50,000 (or
such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Company) inform the Company of the serial numbers of the Securities
of

    


    


    
      
        
        

      

      
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    such series (or portions thereof) so
selected. Securities shall be excluded from eligibility for redemption under
this Section if they are identified by registration and certificate
number in an Officers’ Certificate delivered to the Trustee at
least 60 days prior to the sinking fund payment date as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the
Company or (b) an entity specifically
identified in such Officers’ Certificate as directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company. The Trustee, in the name and at the expense of the Company (or
the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 3.02 (and
with the effect provided in Section 3.03) for the redemption of Securities of such series in part at
the option of the Company. The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the Principal of, and interest on, the Securities of such series at maturity.

    


    On or before 10:00 a.m. New York City time on each sinking fund payment date
or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the
Business Day prior to the sinking fund payment date, the Company shall pay to
the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date
fixed for redemption on Securities to be redeemed on the next following sinking
fund payment date.

    


    The Trustee shall not redeem or cause to
be redeemed any Securities
of a series with sinking fund moneys or mail any notice of redemption of
Securities of such series by operation of the sinking fund during the
continuance of a Default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of
any Securities shall theretofore have been made, the Trustee shall redeem or
cause to be redeemed such Securities, provided that it shall have received from
the Company a sum sufficient for such redemption. 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 the sinking fund, shall, during the
continuance of such Default or Event of Default, be deemed to have been collected under Article 6
and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 6.04 or the Default cured on or
before the sixtieth day preceding the sinking fund payment date in any year,
such

    


    


    


    
      
        
        

      

      
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    moneys shall thereafter be applied on
the next succeeding sinking fund payment date in accordance with this Section to
the redemption of such Securities.

    


    


    ARTICLE
4

    COVENANTS

    


    Section
           4.01.  Payment
           of  Securities.  The
            Company shall
           pay the Principal
           of and interest
           on the  Securities
           on the dates
           and in the
           manner provided
           in the Securities
           and this
           Indenture.
           The interest
           on Securities
           with coupons
           attached (together
           with any additional
           amounts payable
            pursuant
           to the terms
           of such Securities)
           shall be payable
           only upon
            presentation
           and surrender
           of the several
           coupons for
           such interest
           installments
            as are evidenced
           thereby as
           they severally
           mature. The
           interest on any
           temporary
           Unregistered
           Securities
            (together
           with any additional
           amounts payable
           pursuant to
           the terms
           of such  Securities)
           shall be paid,
           as to the
           installments
           of interest
           evidenced
           by  coupons
           attached thereto,
           if any, only
           upon presentation
           and surrender
           thereof, and,
           as to the
           other  installments
           of interest,
           if any, only
           upon presentation
           of such Unregistered
            Securities
           for notation
           thereon of
           the payment
           of such interest.
           The interest
           on  Registered
           Securities
           (together
           with any additional
           amounts payable
           pursuant to
           the terms
           of such  Securities)
           shall be payable
           only to the
           Holders thereof
           (subject to
           Section  2.04)
           and at the
           option of
           the Company
           may be paid
           by mailing
           checks for
           such  interest
           payable to
           or upon the
           written order
           of such Holders
           at their
           last addresses
           as they appear
           on  the Security
           Register of
           the Company.

    


    Notwithstanding any provisions of this
Indenture and the Securities of any series to the contrary, if the Company and a
Holder of any Registered Security so agree, payments of interest on, and any portion of the
Principal of, such Holder’s Registered Security (other than
interest payable at maturity or on any redemption or repayment date or the final
payment of Principal on such Security) shall be made by the Paying Agent, upon
receipt from the Company of immediately
available funds by 11:00 A.M., New York City time (or such other time as may be
agreed to between the Company and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that
such payment will be so made and designating the bank account to which such
payments shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in
exchange for a Security or Securities aggregating the same principal amount as
the unredeemed principal amount of the Securities surrendered. The Trustee shall
be entitled to rely on the last instruction delivered by the Holder pursuant to this Section
4.01 unless a new instruction is delivered 15 days prior to a payment date. The
Company will indemnify and hold each of the Trustee and any Paying Agent
harmless against any loss, liability or expense (including attorneys’ fees) resulting from any act or
omission to act on

    
 

    


    
      
        
        

      

      
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    the part of the Company or any such
Holder in connection with any such agreement or from making any payment in
accordance with any such
agreement.

    


    The Company shall pay interest on
overdue Principal, and interest on overdue installments of interest, to the
extent lawful, at the rate per annum specified in the
Securities.

    


    Section
           4.02.  Maintenance
            of Office
           or Agency.  The
           Company will maintain
           in the United
           States of
           America,
           an office
           or agency
           where Securities
            may be surrendered
           for registration
           of transfer
           or exchange
           or for presentation
            for payment
           and where
           notices and
           demands to
           or upon the
           Company in
           respect of
            the Securities
           and
           this  Indenture
           may be served.
           The Company
           hereby initially
           designates
            the               ,
             located
             in                
, as such office or agency
of the Company. The Company
will give prompt written
 notice to the Trustee
of the location, and
any change in the location,
of such  office or
agency. If at any time
the Company  shall fail
to maintain any such
required office or agency
or shall fail to  furnish
the Trustee with the
address thereof, such
presentations, surrenders,
 notices and demands
may be made or served
at the address of the Trustee
set forth in Section
 10.02.

    


    The Company will maintain one or more
agencies in a city or cities located outside the United States of America
(including any city in which such an agency is required to be maintained under
the rules of any stock exchange on which the Securities of any series
are listed) where the Unregistered Securities, if any, of each series and
coupons, if any, appertaining thereto may be presented for payment. No payment
on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or
coupon at an agency of the Company within the United States of America nor will
any payment be made by transfer to an account in, or by mail to an address in,
the United States of America unless, pursuant to applicable United States laws and regulations
then in effect, such payment can be made without adverse tax consequences to the
Company. Notwithstanding the foregoing, if full payment in United States Dollars
(“Dollars”) at each agency maintained by the
Company outside the United
States of America for payment on such Unregistered Securities or coupons
appertaining thereto is illegal or effectively precluded by exchange controls or
other similar restrictions, payments in Dollars of Unregistered Securities of
any series and coupons appertaining thereto
which are payable in Dollars may be made at an agency of the Company maintained
in the United States of America.

    


    The Company may also from time to time
designate one or more other offices or agencies where the Securities of any series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the

    


    


    
      
        
        

      

      
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    United States of America for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or
agency.

    


    Section
           4.03. 
Securityholders’ Lists. 
The
Company will furnish
or  cause to
be furnished to the Trustee
a list in  such form
as the Trustee may reasonably
require of the names
and addresses of  the
holders of the Securities
pursuant to Section 312
of the  Trust Indenture
Act of 1939 (a) semi-annually
not more than 15 days
after each  record date
for the payment of semi-annual
interest on the Securities,
as  hereinabove specified,
as of such record date,
and (b) at such other
times as the Trustee
may request  in writing,
within thirty days after
receipt by the Company
of any such request
as of a date not more
than 15 days prior to
the time such information
is  furnished.

    


    Section
           4.04.  Certificate
            to Trustee.  The
             Company
            will
            furnish to
             the Trustee
             annually,
             on or before
             a date
             not more
             than four
             months after
             the end
             of its fiscal
             year (which,
             on the date
              hereof,
             is a calendar
             year), a
             brief certificate
             (which need
             not contain
             the  statements
             required
             by Section
             10.04) from its
             principal
             executive,
             financial
             or  accounting
             officer
             as to his
             or her knowledge
             of the compliance
             of the Company
              with all
             conditions
             and covenants
             under this
             Indenture
             (such compliance
             to be  determined
             without
             regard to
             any period
             of grace
             or requirement
             of notice
             provided
             under this
              Indenture)
             which certificate
             shall comply
             with the
             requirements
             of the Trust
              Indenture
             Act.

    


    Section
           4.05.  Reports
           by  the Company.  The
            Company covenants
           to file with
           the Trustee,
           within 15
           days after
            the Company
           files the
           same
            with the
           Commission,
           copies of
           the annual
           reports and
           of the information,
            documents,
           and other
           reports which
           the Company
           may be required
           to file with
           the  Commission
           pursuant to
           Section 13
           or Section
           15(d) of the
           Exchange
           Act.

    


    Section
           4.06.  Additional
Amounts. 
If
the Securities of a
series provide for the
payment of additional
amounts, at  least 10
days prior to the first
interest payment date
with respect to that
 series of Securities
and at least 10 days
prior to each date of
payment of  Principal
of or interest
on  the Securities of
that series if there
has been a change with
respect to the  matters
set forth in the below-
mentioned Officers’ Certificate,
the Company shall furnish
 to the Trustee and the
principal paying agent,
if other than the Trustee,
 an Officers’ Certificate
 instructing the Trustee
 and  such paying agent
 whether such payment
 of Principal of or interest
 on the  Securities of
 that series shall be
 made to Holders of the
 Securities of that
 series without withholding
 or deduction for or
 on account
 of any tax, assessment
 or other  governmental
 charge described in
 the Securities of that
 series. If any such
  withholding or deduction
 shall be required, then
 such Officers’ Certificate
 shall specify by country
  the amount, if any,
 required to be withheld or
 deducted on such payments
 to such  Holders and
 shall certify the fact
 that

    


    


    
      
        
        

      

      
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    additional amounts will be payable and
the amounts so payable to each Holder, and the Company shall pay to
the Trustee or such paying
agent the additional amounts required to be paid by this Section. The Company
covenants to indemnify the Trustee and any paying agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this
Section.

    


    Whenever in this Indenture there is
mentioned, in any context,
the payment of the Principal of or interest or any other amounts on, or in
respect of, any Security of any series, such mention shall be deemed to include
mention of the payment of additional amounts provided by the terms of such
series established hereby or pursuant hereto to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to such terms, and express mention of the payment of additional
amounts (if applicable) in any provision hereof shall not be construed as excluding the payment
of additional amounts in those provisions hereof where such express mention is
not made.

    


    


    ARTICLE
5

    SUCCESSOR CORPORATION

    


    Section
           5.01.  When
           Company  May
           Merge, Etc.  The
            Company shall
           not consolidate
           with, merge
           with
           or into, or
           sell, convey,
           transfer,
            lease or
           otherwise
           dispose of
           all or substantially
           all of its
           property and
            assets (in
           one transaction
           or a series
           of related
           transactions)
           to, any Person
            unless either
           (x) the Company
           shall be the
           continuing
           Person or (y)
           the Person
           (if other
           than the
           Company) formed
           by such consolidation
           or into which
           the Company
           is merged
           or to  which
           properties
           and assets
           of the Company
           shall be sold,
           conveyed,
           transferred
            or leased
           shall be a
           Person organized
           and validly
           existing under
           the laws of
           the United
           States of
            America or
           any jurisdiction
           thereof and
           shall expressly
           assume, by
           a  supplemental
           indenture,
           executed and
           delivered
           to the Trustee,
           all of the
            obligations
           of the Company
           on all of
           the Securities
           and under
           this  Indenture and
           the Company
           in the case
           of clauses
            (x) and (y)
           shall have
           delivered
           to the Trustee
           (A) an Opinion
           of Counsel
            stating that
           such consolidation,
           merger or
           sale, conveyance,
           transfer or
           lease  and
           such supplemental
           indenture
           (if any) complies
           with this
           provision
           and that all
           conditions
           precedent
            provided
           for herein
           relating to
           such transaction
           have been
           complied with
           and  that
           such supplemental
           indenture
           (if any) constitutes
           the legal,
           valid and
            binding obligation
           of the Company
           and such successor
           enforceable against
           such entity
           in accordance
           with  its
           terms, subject
           to customary
           exceptions
           and (B) an
           Officers’ Certificate
           to the effect
           that  immediately
           after giving
           effect to
           such transaction,
           no Default
           shall have
            occurred
           and be continuing.

    


    


    
      
        
        

      

      
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    Section
           5.02.  Successor
            Substituted.  Upon
            any  consolidation
            or merger, or
            any sale,
            conveyance,
            transfer,
            lease  or
            other disposition
            of all or
            substantially
            all of the
            property
            and assets
            of  the Company
            in accordance
             with Section
            5.01 of this
            Indenture,
            the successor
            Person formed
            by such
            consolidation
            or into which
            the Company
            is merged
            or to which
            such sale,
             conveyance,
            transfer,
            lease or
            other disposition
            is made shall
            succeed to,
            and  be substituted
            for, and
            may exercise
            every right
            and power
             of, the
            Company under
            this Indenture
            with the
            same effect
            as if such
            successor
             Person had
            been named
            as the Company
            herein and
            thereafter
            the predecessor
             Person,
            except in
            the case
            of a lease,
            shall be
            relieved
            of all
            obligations
            and covenants
            under this
             Indenture
            and the Securities.

    


    


    ARTICLE
6


    DEFAULT AND REMEDIES

    


    Section
           6.01.  Events
           of  Default.  An
“Event
 of Default” shall
 occur with respect
 to the Securities of
 any series  if:

    


    (a)  the Company defaults in the
payment of the Principal of
any Security of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or mandatory repurchase, including as a sinking
fund installment, or otherwise;

    


    (b)  the Company defaults in the payment of
interest on any Security of
such series when the same becomes due and payable, and such default continues
for a period of 30 days;

    


    (c)  the Company defaults in the performance
of or breaches any other covenant or agreement of the Company in this Indenture
with respect to any
Security of such series or in the Securities of such series and such default or
breach continues for a period of 30 consecutive days after written notice to the
Company by the Trustee or to the Company and the Trustee by the Holders of 25%
or more in aggregate principal amount of the
Securities of all series affected thereby specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

    


    (d)  a court having jurisdiction in the
premises shall enter a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the
Company or for any substantial part of its property or ordering the winding up
or liquidation of its affairs, and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days;

    


    


    
      
        
        

      

      
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    (e)  the Company (i) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any
such law, (ii) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or for all or substantially all of the property and
assets of the Company or (iii) effects any
general assignment for the benefit of creditors; or

    


    (f)  any other Event of Default established
pursuant to Section 2.03 with respect to the Securities of such series
occurs.

    


    Section
           6.02. 
Acceleration. (a)
If an Event of Default
other than as described
in clauses (d) or (e)
of  Section 6.01 with
respect to the Securities
of any series then outstanding
 occurs and is continuing,
then, and in each and
every such case, except
for any  series of Securities
the principal of which shall
have already become due
and  payable, either
the Trustee or the Holders
of not less than 25%
in aggregate  principal
amount of the Securities
of any such series then
outstanding hereunder
 (all such series voting
together as a single
class) by notice in
writing to the Company
(and to the  Trustee
if given by Securityholders),
may declare the entire
principal (or, if  the
Securities of any such
series are Original Issue
Discount Securities,
such  portion of the
principal amount as may
be specified in the terms
of such series established
pursuant  to Section
2.03) of all Securities
of such series, and the
interest accrued  thereon,
if any, to be due and
payable immediately,
and upon any such  declaration
the same shall become
immediately due and
payable.

    


    (b)
 If an
Event of Default described
in clause  (d) or (e)
of Section 6.01 occurs
and is continuing, then
the  principal amount
(or, if any Securities
are Original Issue Discount
Securities,  such portion
of the principal as may
be specified in the terms
thereof  established
pursuant to  Section
2.03) of all the Securities
then outstanding and
interest accrued  thereon,
if any, shall be and
become immediately due
and payable, without
any  notice or other
action by any Holder
or the Trustee, to the
full extent  permitted by
applicable law.

    


    The foregoing provisions, however, are
subject to the condition that if, at any time after the principal (or, if the
Securities are Original Issue Discount Securities, such portion of the principal
as may be specified in the terms thereof established pursuant to Section 2.03)
of the Securities of any series (or of all the Securities, as the case may be)
shall have been so declared or become due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of each such series (or of all the Securities, as the case may be) and the principal of any and all
Securities of each such series (or of all the Securities, as the case may be)
which shall have become

    


     

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    due otherwise than by acceleration (with
interest upon such
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of each such
series to the date of such payment or deposit) and such amount as shall be
sufficient to cover all amounts owing the Trustee under Section 7.07, and if any
and all Events of Default under the Indenture, other than the non-payment of the principal of
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then and in every such case the
Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such
series that have been accelerated (voting as a single class), by written notice
to the Company and to the Trustee, may waive all defaults with respect to all
such series (or with respect to all the Securities, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

    


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

    


    Section
           6.03.  Other
            Remedies.  If
            a  payment
            default or
            an Event
            of Default
            with respect
            to the Securities
             of any series
            occurs and
            is continuing,
            the Trustee
            may pursue,
            in its own
            name  or
            as trustee
            of an express
            trust, any
            available
            remedy by
            proceeding
            at
law
or in equity to collect
 the payment of Principal
of and interest on the
Securities of such series
or to  enforce the performance
of any provision of the
Securities of such series
or  this Indenture.

    


    The Trustee may maintain a proceeding
even if it does not possess
any of the Securities or does not produce any of them in the
proceeding.

    


    Section
           6.04.  Waiver
           of  Past Defaults.  Subject
           to Sections
           6.02, 6.07
            and 9.02,
            the Holders
            of at least
            a majority
             in principal
            amount (or,
            if the Securities
            are Original Issue
            Discount
            Securities,
            such portion
             of the principal
            as is then
            accelerable
            under Section
            6.02) of
            the outstanding
             Securities
            of all series
            affected
            (voting as
            a single
            class), by
            notice to
            the  Trustee,
            may waive
            an existing
            Default

    


     

    
      
        
        

      

      
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    or Event of Default with respect to the
Securities of such series and its consequences, except a Default in the payment
of Principal of or interest on any Security as specified in clauses (a) or (b)
of Section 6.01 or in
respect of a covenant or provision of this Indenture which cannot be modified or
amended without the consent of the Holder of each outstanding Security affected.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default with respect to the Securities of
such series arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

    


    Section
           6.05.  Control
           by  Majority.  Subject
           to  Sections
           7.01 and 7.02(e), the
           Holders of
           at least a
           majority in
            aggregate
           principal
           amount (or,
           if any Securities
           are Original
           Issue Discount
            Securities,
           such portion
           of the principal
           as is then
           accelerable
           under Section
           6.02) of the
            outstanding
           Securities
           of all series
           affected (voting
           as a single
           class) may
            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  Securities
           of such series
           by this Indenture;
           provided,
           that the Trustee
           may  refuse
           to follow
           any direction
           that conflicts
           with law or
           this Indenture,
           that  may
           involve the
           Trustee in
           personal liability
           or that the
           Trustee
           determines
           in good faith
           may be  unduly
           prejudicial
           to the rights
           of Holders
           not joining
           in the giving
           of such  direction;
           and provided
           further, that
           the Trustee
           may take any
           other action
           it  deems
           proper that
           is not inconsistent
           with any directions
           received
           from Holders
           of Securities
           pursuant
           to this Section
           6.05.

    


    Section
           6.06.  Limitation
            on Suits.  No
            Holder  of
            any Security
            of any series
            may institute
            any proceeding,
             judicial
            or otherwise,
            with respect
            to this Indenture
            or the Securities
            of such
            series, or
            for the
            appointment
            of a receiver
            or trustee,
            or for any
            other remedy
            hereunder,
             unless:

    


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

    


    (b)  the Holders of at least 25% in aggregate principal amount
of outstanding Securities of all such series affected shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

    


    (c)  such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred in compliance with such request;

    


    


    


    
      
        
        

      

      
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    (d)  the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such
proceeding; and

    


    (e)  during such 60-day period, the Holders
of a majority in aggregate principal amount of the outstanding Securities of all
such affected series have
not given the Trustee a direction that is inconsistent with such written
request.

    


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

    


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

    


    Section
           6.08.  Collection
            Suit by Trustee.  If
             an Event
            of Default with r espect
to the Securities of
any series in payment
of Principal or interest
specified in clause (a)
or (b) of Section 6.01
occurs and is continuing,
the Trustee may recover
judgment in its own name
and as trustee of an
express trust against
the Company
for the whole amount
(or such portion  thereof
as specified in the terms
established pursuant
to Section 2.03 of  Original
Issue Discount Securities)
of Principal of, and
accrued interest  remaining
unpaid on, together with
interest on overdue Principal
of, and,
to the extent that payment
of such  interest is
lawful, interest on overdue
installments of interest
on, the  Securities of
such series, in each
case at the rate or Yield
to Maturity (in the
case of Original Issue
Discount Securities)
specified in such Securities,
and such further amount
as  shall be sufficient
to cover all amounts
owing the Trustee under
Section  7.07.

    


    Section
           6.09.  Trustee
           May  File
           Proofs of
           Claim.  The
           Trustee may
           file such
           proofs of
           claim and
           other papers
           or  documents
           as may be
           necessary
           or advisable
           in order to
           have the
           claims of
           the Trustee
           (including
           any claim
           for amounts
           due the Trustee
           under  Section
           7.07) and
           the Holders
           allowed in
           any judicial
           proceedings
           relative to
            the Company
           (or any other
           obligor on
           the Securities),
           its creditors
           or its property
           and shall
           be  entitled
           and empowered
           to collect
           and receive
           any moneys,
           securities
           or other
           property payable
           or deliverable
           upon conversion
           or exchange
           of the Securities
           or  upon any
           such claims
           and to distribute
           the same,
           and any custodian,
           receiver,
           assignee,
           trustee,
           liquidator,
           sequestrator
           or other similar
           official in
           any such judicial
            proceeding
           is hereby
           authorized
           by each Holder
           to make such
           payments to
           the  Trustee
           and, in the
           event that
           the Trustee
           shall consent
           to the making
            of such
            payments
            directly
            to  the

    


    


    
      
        
        

      

      
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    Holders, to pay to the Trustee any
amount due to it under Section 7.07. Nothing herein contained shall be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

    


    Section
           6.10.  Application
            of Proceeds.  Any
             moneys collected
            by the Trustee
            pursuant
            to this Article
            in  respect
            of the Securities
            of any series
            shall be
            applied in
            the following
            order  at
            the date
            or dates
            fixed by
            the Trustee
            and, in case
            of the distribution
            of such moneys
             on account
            of Principal
            or interest,
            upon presentation
            of the several
            Securities
             and coupons
            appertaining
            to such Securities
            in respect
            of which
            moneys have
            been  collected
            and noting
            thereon the
            payment,
            or issuing Securities
            of such series
            and tenor
            in  reduced
            principal
            amounts in
            exchange
            for the presented
            Securities
            of such
            series and
            tenor if
            only partially
            paid, or
            upon surrender
            thereof if
            fully  paid:

    


    FIRST: To the payment of all amounts due
the Trustee under Section
7.07 applicable to the Securities of such series in respect of which moneys have
been collected;

    


    SECOND: In case the principal of the
Securities of such series in respect of which moneys have been collected shall
not have become and be then due and payable, to the payment of interest on
the Securities of such series in default 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 same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made ratably to
the persons entitled thereto, without discrimination or preference;

    


    THIRD: In case the principal of the
Securities of such series in respect of which moneys have been collected shall
have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for Principal and interest,
with interest upon the overdue Principal, and (to the extent that such interest
has been collected by the Trustee) upon overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the 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
Securities of such series, then to the payment of such Principal and interest or Yield to
Maturity, without preference or priority of Principal over interest or Yield to
Maturity, or of

    


    


    
      
        
        

      

      
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    interest or Yield to Maturity over
Principal, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such Principal and accrued
and unpaid interest or Yield to Maturity; and

    


    FOURTH: To the payment of the remainder, if any, to the
Company or any other person lawfully entitled thereto.

    


    Section
           6.11.  Restoration
            of Rights
           and Remedies.  If
           the Trustee
           or any Holder
           has instituted
           any proceeding
           to  enforce
           any right
           or remedy
           under this
           Indenture and
           such proceeding
           has been
           discontinued
           or abandoned
           for any reason,
           or has been
           determined
           adversely
           to  the Trustee
           or to such
           Holder, then,
           and in every
           such case,
           subject to
           any  determination
           in such proceeding,
           the Company,
           the Trustee
           and the  Holders
           shall be restored
           to their former
            positions
           hereunder
           and thereafter
           all rights
           and remedies
           of the Company,
            Trustee and
           the Holders
           shall continue
           as though
           no such proceeding
           had been
           instituted.

    


    Section
           6.12.  Undertaking
           for  Costs.  In
           any suit
           for the
           enforcement
            of any
            right or
            remedy under
            this Indenture
             or in any
            suit against
            the Trustee
            for any action
            taken or
            omitted by
            it as  Trustee,
            in either
            case in respect
            to the Securities
            of any series,
            a court may
             require
            any party
            litigant
            in such suit
            (other
            than the
            Trustee)
            to file an
             undertaking
            to pay the
            costs of
            the suit,
            and the court
            may assess
            reasonable
             costs, including
            reasonable
            attorneys’ fees,
            against any
            party litigant
            (other  than
            the Trustee)
            in the suit
            having due
            regard to
            the merits
            and good
            faith of
            the claims
            or defenses
             made by
            the party
            litigant.
            This Section
            6.12 does
            not apply
            to a suit
            by a  Holder
            pursuant
            to Section
            6.07, a suit
            instituted
            by the Trustee
            or a suit
            by  Holders
            of more than
            10% in principal
            amount of
            the outstanding Securities
            of such
            series.

    


    Section
           6.13.  Rights
           and  Remedies
           Cumulative.  Except
           as otherwise provided
           with respect
           to the replacement
            or payment
           of mutilated,
           destroyed,
           lost or wrongfully
           taken Securities
           in  Section
           2.08, no right
           or remedy
           herein conferred
           upon or reserved
           to the Trustee
           or  to the
           Holders is
           intended to
           be exclusive
           of any other
           right or remedy,
           and  every
           right and
           remedy shall,
           to the extent
           permitted
           by law, be
           cumulative
           and  in addition
           to every other
           right and
           remedy given
           hereunder or
           now or hereafter
           existing at
           law or  in
           equity or
           otherwise.
           The assertion
           or employment
           of any right
           or remedy
            hereunder,
           or otherwise,
           shall not
           prevent the
           concurrent
           assertion
           or  employment
           of any other
           appropriate
           right or remedy.

    


    Section
           6.14. 
Delay
 or Omission not Waiver.  No
 delay or omission of
 the Trustee
 or of any Holder to
 exercise any  right
 or remedy accruing upon
 any Event of Default
 shall impair any such
 right  or remedy or
 constitute a waiver
 of any such Event of
 Default or an  acquiescence therein.
 Every  right and remedy
 given

    


    


    
      
        
        

      

      
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    by this Article 6 or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

    


    


    ARTICLE
7


    TRUSTEE

    


    Section
           7.01. 
General.  The
duties  and responsibilities
of the Trustee shall be
as provided by the Trust
Indenture  Act and as
set forth herein. Notwithstanding
the foregoing, no provision
of
this
Indenture shall  require
the Trustee to expend
or risk its own funds
or otherwise incur any
 financial liability
in the performance of
any of its duties hereunder,
or in the  exercise of
any of its rights or
powers, unless it receives
indemnity  satisfactory
to it against any loss,
liability or  expense.
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 Article 7.

    


    


    Section
           7.02.  Certain
            Rights of
           Trustee.  Subject
           to Trust Indenture
            Act Sections
            315(a) through
             (d):

    


    (a)  the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
Officers’ Certificate, Opinion of Counsel (or both),
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper person or
persons. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

    


    (b)  before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate and/or an Opinion of
Counsel, which shall conform to Section 10.04 and shall cover such other matters
as the Trustee may reasonably request. The Trustee shall not be
liable for any action it takes or omits to
take in good faith in reliance on such certificate or opinion. Subject to
Sections 7.01 and 7.02, whenever in the administration of the trusts 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’

    


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    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;

    


    (c)  the Trustee may act through its
attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or
negligence of any agent or attorney appointed with due care;

    


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

    


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

    


    (f)  the Trustee shall not be liable for any
action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers or for any action it takes or omits to take in accordance with the direction
of the Holders in accordance with Section 6.05 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;

    


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

    


    (h)  prior to the occurrence of an Event of
Default hereunder and after the curing or waiving of all Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution,
certificate, Officers’ Certificate, Opinion of Counsel, Board
Resolution, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of

    


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    the Securities of all series affected
then outstanding; provided that, if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such expenses or liabilities as a condition
to proceeding.

    


    Section
           7.03.  Individual
            Rights of
           Trustee.  The
           Trustee, in
           its  individual or
           any other
           capacity,
           may become
           the  owner
           or
           pledgee of
            Securities
           and may otherwise
           deal with
           the Company
           or its Affiliates
           with the
           same rights
           it would have
           if it were
           not the Trustee.
           Any Agent
           may do the
           same  with
           like rights.
           However, the
           Trustee is
           subject to
           Trust Indenture
           Act  Sections
           310(b)
           and 311. For
           purposes of
           Trust  Indenture
           Act Section
           311(b)(4)
           and (6), the
           following
           terms shall
            mean:

    


    (a)  “cash
transaction” means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable
upon demand; and

    


    (b)  “self-liquidating
paper” means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of
goods, wares or merchandise and which is secured by documents evidencing title
to, possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security,
provided the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or
obligation.

    


    Section
           7.04.  Trustee's
            Disclaimer.  The
             recitals
            contained
            herein and
            in the
            Securities
            (except the
             Trustee’s
             certificate
             of authentication)
             shall  be
             taken as
             statements
             of  the
             Company
             and not
             of the Trustee
             and the
             Trustee
             assumes
             no responsibility
             for  the
             correctness
             of the same.
             Neither
             the Trustee
             nor any
             of its agents
             (a) makes
              any representation
             as to the
             validity
             or adequacy
             of this
             Indenture or
             the Securities
             and (b)
             shall be
              accountable
             for the
             Company’s
             use or application
             of the proceeds
              from the
             Securities.

    


    Section
           7.05.  Notice
           of  Default.  If
           any  Default
           with respect
           to the Securities
           of any series
           occurs and
           is  continuing
           and if such
           Default
           is known to
           the actual
           knowledge
           of a  Responsible
           Officer with
           the Corporate
           Trust Department
           of the Trustee,
           the  Trustee
           shall give
           to each Holder
           of Securities
           of

    


    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    such series notice of such Default within 90 days after it
occurs (a) if any Unregistered Securities of such series are then outstanding,
to the Holders thereof, by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in
London and (b) to all Holders of Securities of such series in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, unless such
Default shall have been cured or waived before the mailing or publication of such notice;
provided, however, that, except in the case of a Default in the payment of the
Principal of or interest on any Security, the Trustee shall be protected in
withholding such notice if the Trustee in good faith determines that the withholding of such notice is in
the interests of the Holders.

    


    Section
           7.06.  Reports
           by  Trustee
           to Holders.  The
           Trustee shall
           transmit to
           Holders such
           reports concerning
           the  Trustee
           and its actions
           under this
           Indenture
           as may be
           required pursuant
           to
the
Trust Indenture Act at
 the times and in the
manner provided pursuant
thereto. If required
by Section  313(a) of
the Trust Indenture Act,
the Trustee shall, within
60 days after each  May
15 following the date
of this Indenture, deliver
to Holders a  brief report,
dated as of such May
15, which  complies with
the provisions of such
Section 313(a).

    


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

    


    Section
           7.07.  Compensation
            and Indemnity.  The
             Company
            shall pay
            to the
            Trustee such
            compensation
            as shall
             be agreed
             upon in
             writing
              from time
             to time
             for its
             services.
             The compensation
             of the Trustee
             shall not
             be  limited
             by any law
             on compensation
             of a Trustee
             of an express
             trust. The
             Company
              shall reimburse
             the Trustee
             and any
             predecessor
             Trustee
             upon request
              for all
              reasonable
              out-of-pocket
              expenses,
               disbursements
              and advances
              incurred
              or made
              by the
              Trustee
              or such
              predecessor
               Trustee.
              Such expenses
              shall include
              the reasonable
              compensation
              and expenses
              of  the
              Trustee’s
              or such
              predecessor
               Trustee’s
               agents,
               counsel
               and other
               persons
               not regularly
               in  their
               employ.

    


    The Company shall indemnify the Trustee
and any predecessor Trustee for, and hold them harmless against, any loss or
liability or expense incurred by them without negligence or bad faith on their
part arising out of or in
connection with the acceptance or administration of this Indenture and the
Securities or the issuance of the Securities or of series thereof or the trusts
hereunder and the performance of duties under this Indenture and the
Securities, including the costs and expenses of
defending themselves against or investigating any claim or liability and of
complying with any process served upon them or any of their

    


    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    officers in connection with the exercise or performance
of any of their powers or duties under this Indenture and the
Securities.

    


    To secure the Company’s payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected
by the Trustee, in its capacity as Trustee, except money or property held in
trust to pay Principal of, and interest on particular
Securities.

    


    The obligations of the Company under
this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this
Indenture under bankruptcy law. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders of particular
Securities or coupons, and the Securities are hereby subordinated to such senior
claim. Without prejudice to any other rights available to the Trustee under
applicable law, if the Trustee renders services and incurs expenses following an Event of Default under
Section 6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by
their acceptance of the Securities hereby agree that such expenses are intended
to constitute expenses of administration under any bankruptcy law.

    


    Section
           7.08.  Replacement
            of Trustee.  A
             resignation
            or removal
            of the Trustee
            as Trustee
            with respect
            to the  Securities
            of any series
            and appointment
            of a successor
            Trustee as
            Trustee with
             respect
            to the Securities
            of any series
            shall become
            effective
            only upon
            the successor
             Trustee’s
             acceptance
             of appointment
             as provided
              in this
             Section
             7.08.

    


    The Trustee may resign as Trustee with
respect to the Securities of any series at any time by so notifying the Company
in writing. The Holders of a majority in principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with
respect to the Securities of such series by so notifying the Trustee in writing
and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may
remove the Trustee as Trustee with respect to the Securities of any series if:
(i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii)
the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes
charge of the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.

    


    If the Trustee resigns or is removed as
Trustee with respect to the Securities of any series, or if a vacancy exists in
the office of Trustee with
respect to the Securities of any series for any reason, the Company shall
promptly appoint

    


    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


    a successor Trustee with respect
thereto. Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the outstanding Securities of such series may
appoint a successor Trustee in respect of such Securities to replace the
successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any
series does not deliver its written acceptance required by Section 7.09 within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of a majority in principal amount of the outstanding Securities of
such series may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect thereto.

    


    The Company shall give notice of any
resignation and any removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee in respect of the Securities of such
series to all Holders of Securities of such series. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.

    


    Notwithstanding replacement of the
Trustee with respect to the Securities of any series pursuant to this Section
7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

    


    Section
           7.09.  Acceptance
           of  Appointment
           by Successor.  In
           case of the appointment
           hereunder
           of a successor
            Trustee with
           respect to
           all Securities,
           every such
           successor
           Trustee so
            appointed
           shall execute,
           acknowledge
           and deliver
           to the Company
           and to the
            retiring
            Trustee an
             instrument
            accepting
            such appointment,
            and thereupon
            the resignation
            or removal
             of the retiring
            Trustee shall
            become effective
            and such
            successor
            Trustee,
             without
            any further
            act, deed
            or conveyance,
            shall become
            vested with
            all the
            rights,
            powers, trusts
            and duties
            of the  retiring
            Trustee;
            but, on the
            request of
            the Company
            or the successor
            Trustee,
             such retiring
            Trustee shall,
            upon payment
            of its charges
            and subject
            to the lien
             provided
            for in Section
            7.07, execute
            and deliver
            an instrument
            transferring
            to such successor
             Trustee
            all the rights,
            powers and
            trusts of
            the retiring
            Trustee and
            shall duly
             assign,
            transfer
            and deliver
            to such successor
            Trustee all
            property
            and money
             held by
            such retiring
            Trustee hereunder.

    


    In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not

    


    


    
      
        
        

      

      
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    retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

    


    Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers
and trusts referred to in the first or second preceding paragraph, as the case
may be.

    


    No successor Trustee shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be eligible under this
Article and qualified under Section 310(b) of the Trust Indenture
Act.

    


    Section
7.10.  Successor
Trustee By Merger, Etc.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust
business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee
herein.

    


    Section
7.11. 
Eligibility.  This
Indenture shall always have a Trustee who satisfies the requirements of Trust
Indenture Act Section 310(a). The Trustee shall have a combined capital and
surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition.

    


    Section
           7.12.  Money
           Held  in Trust.  The
           Trustee  shall
           not be liable
           for interest
           on any money
           received by
           it  except
           as the Trustee
           may agree
           in writing

    


    


    
      
        
        

      

      
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    with the Company. Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law and except for money held in trust under Article 8 of this
Indenture.

    


    


    ARTICLE
8


    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

    


    Section
8.01.  Satisfaction
and Discharge of Indenture.  If at any time (a) the Company shall have paid or caused to
be paid the Principal of and interest on all the Securities of any series
outstanding hereunder (other than Securities of such series
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.08) as and when the same shall have become due and
payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any
series theretofore authenticated (other than any Securities of such series which
shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.08) or (c) (i) all the 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 (ii) the Company shall have irrevocably deposited or
caused to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Company in accordance with
Section 8.04) or U.S. Government Obligations, maturing as to principal and
interest in such amounts and at such times as will insure (without consideration
of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient
to pay at maturity or upon redemption all Securities of such series (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered
to the Trustee for cancellation, including principal and interest due or to
become due on or prior to such date of maturity or redemption as the case may
be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to Securities of such series, then this
Indenture shall cease to be of further effect with respect to Securities of such
series (except as to (i) rights of registration of transfer and exchange of securities of such
series, and the Company’s right of optional redemption, if any,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities,
(iii) rights of holders to receive payments of principal thereof and
interest thereon, upon the original stated due
dates therefor (but not upon acceleration) and remaining rights of the holders
to receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series
as beneficiaries hereof with respect to the property so deposited
with

    


    


    
      
        
        

      

      
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    the Trustee payable to all or any of
them), 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 such satisfaction of and discharging this Indenture with respect
to such series; provided, that the rights of Holders of the
Securities to receive amounts in respect of Principal of and interest on the
Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange
upon which the Securities are listed. The
Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

    


    Section
           8.02.  Application
            by Trustee
           of Funds Deposited
           for Payment
           of Securities. 
Subject
to Section 8.04,  all
moneys (including U.S.
Government Obligations
and the proceeds thereof)
 deposited
 with the Trustee  pursuant
 to Section 8.01, Section
 8.05 or Section 8.06
 shall be held in trust
  and applied by it to
 the payment, either
 directly or through
 any paying agent to
  the Holders of the
 particular Securities
 of such series for the
 payment  or redemption
 of which such moneys
 have  been deposited
 with the Trustee, of
 all sums due and to
 become due thereon for
  Principal and interest;
 but such money need
 not be segregated from
 other funds  except
 to the extent required
 by law.

    


    Section
           8.03. 
Repayment
of Moneys Held by  Paying
Agent.  In
 connection with
 the satisfaction and
 discharge of  this Indenture
 with respect to Securities
 of any series, all moneys
 then held by  any paying
 agent under the provisions
 of this Indenture with
 respect to such  series
 of Securities
 shall,  upon demand
 of the Company, be repaid
 to it or paid to the
 Trustee and thereupon
  such paying agent shall
 be released from all
 further liability with
 respect to  such moneys.

    


    Section
8.04.  Return of
Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years.  Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of the
Principal of or interest on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such Principal or interest shall have become
due and payable, shall, upon the written request of the Company and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Company by the Trustee for such series or such paying
agent, and the Holder of the Security of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Company for any payment which such Holder may be entitled
to collect, and all liability of the Trustee or any paying agent with respect to
such moneys shall thereupon cease.

    


    


    


    
      
        
        

      

      
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    Section
           8.05.  Defeasance
            and Discharge
            of  Indenture.  The
             Company shall
             be deemed
             to have
             paid and
             shall  be
             discharged
             from any
             and all
             obligations
             in respect
             of the Securities
             of any
             series,
             on the 123rd
             day after
             the deposit
             referred
             to in clause
             (i) hereof
             has  been
             made, and
             the provisions
             of this
             Indenture
             shall no
             longer
             be in effect
             with respect
             to the Securities
             of such
             series (and
             the Trustee,
             at  the
             expense
             of the Company,
             shall execute
             proper instruments
             acknowledging
             the  same),
             except as
             to: (a)
             rights of
             registration
             of transfer
             and exchange,
             and the
              Company’s
              right of
              optional
              redemption,
              (b)  substitution
              of apparently
              mutilated,
              defaced,
              destroyed,
              lost or
              stolen
               Securities,
              (c) rights
              of holders
              to receive
              payments
              of principal
              thereof
              and  interest
              thereon,
              upon the
              original stated
              due dates
              therefor
              (but not
              upon  acceleration),
              (d) the
              rights,
              obligations
              and immunities
              of the
              Trustee
               hereunder
              and (e)
              the rights
              of the
              Securityholders
              of such
              series
              as  beneficiaries
              hereof
              with respect
              to the
              property
              so deposited
              with  the Trustee
              payable
              to all
              or any
              of them;
               provided
              that the
              following
              conditions
              shall have
              been  satisfied:

    


    (i) with reference to this provision the
Company has deposited or caused to be irrevocably deposited with the Trustee (or
another qualifying trustee satisfying the requirements of Section 7.11)
as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of such series, (A)
money in an amount, or (B) U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide not
later than one day before the due date of any payment referred to in subclause
(x) or (y) of this clause (i) money in an amount, or (C) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
without consideration of the reinvestment of such interest and after payment of all federal, state
and local taxes or other charges and assessments in respect thereof payable by
the Trustee (x) the principal of, premium, if any, and each installment of
interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory
sinking fund payments or analogous payments applicable to the Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of Securities of such series and the Indenture with respect to the Securities of such
series;

    


    (ii) the Company has delivered to the Trustee
(A) either (x) an Opinion of Counsel to the effect that Holders of Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of the
Company’s exercise of its option under this
Section 8.05 and will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been the case if
such

    


    


    
      
        
        

      

      
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    deposit, defeasance and discharge had
not occurred, which Opinion of Counsel must be based upon a ruling of the
Internal Revenue Service to the same effect or a change in applicable federal
income tax law or related treasury regulations after the date of this
Indenture or (y) a ruling directed to the Trustee received from the Internal
Revenue Service to the same effect as the aforementioned Opinion of Counsel and
(B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the
Investment Company Act of 1940 and after the passage of 123 days following the
deposit, the trust fund will not be subject to the effect of Section 547 of the
U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

    


    (iii) immediately after giving effect to such
deposit on a pro forma basis, no Event of Default, or event that after the
giving of notice or lapse of time or both would become an Event of Default,
shall have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after the date of such deposit, and such deposit shall
not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which the Company is
bound;

    


    (iv) if at such time the Securities of such
series are listed on a national securities exchange, the Company has delivered
to the Trustee an Opinion of Counsel to the effect that the Securities of such
series will not be delisted
as a result of such deposit, defeasance and discharge;

    


    (v) the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance and discharge under
this Section have been
complied with; and

    


    (vi) if the Securities of such series are to
be redeemed prior to the final maturity thereof (other than from mandatory
sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made.

    


    Section
           8.06.  Defeasance
            of Certain
           Obligations.  The
           Company may omit
           to comply
           with any term,
           provision
            or condition
           set forth
           in, and this
           Indenture
           will no longer be
           in effect
           with respect
           to, any  covenant
           established
           pursuant to
           Section 2.03(r)
           and clause
           (c) (with
           respect to
            any covenants
           established
           pursuant to
           Section 2.03(r))
           and clause
           (f) of Section
            6.01 shall
           be deemed
           not to be
           an Event of
           Default with
           respect
           to Securities
           of any series,
            if

    


    


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

     

    (a)  with reference to this Section 8.06, the
Company has deposited or caused to be irrevocably deposited with the Trustee (or
another qualifying trustee satisfying the requirements of Section
7.11) as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such series
and the Indenture with respect to the Securities of such series, (i) money in an amount or (ii) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later than one
day before the due dates thereof or earlier redemption (irrevocably provided for under agreements
satisfactory to the Trustee), as the case may be, of any payment referred to in
subclause (x) or (y) of this clause (a) money in an amount, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge without consideration of the reinvestment of such
interest and after payment of all federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee (x) the principal of, premium, if any, and each
installment of interest on the outstanding Securities of such series on the due
date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to
the Trustee), as the case may be, and (y) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series and the Indenture
with respect to the Securities of such series on the day on which such payments are due and
payable in accordance with the terms of the Indenture and of Securities of such
series and the Indenture with respect to the Securities of such
series;

    


    (b)  the Company has delivered to the Trustee
(i) an Opinion of Counsel
to the effect that Holders of Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company’s exercise of its option under this
Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred and (ii) an Opinion of Counsel to the effect that the creation of
the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of
123 days following the deposit, the trust fund will not be subject to the effect
of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor
and Creditor Law;

    


    (c)  immediately after giving effect
to such deposit on a pro
forma basis, no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and
be continuing on the date of such deposit or during the period ending on
the 123rd day after the date of such
deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound;

    


    


    


    
      
        
        

      

      
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    (d)  if at such time the Securities of such
series are listed on a national securities exchange, the Company has delivered
to the Trustee an Opinion of Counsel to the effect that the Securities of such
series will not be delisted
as a result of such deposit, defeasance and discharge; and

    


    (e)  the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance under this
Section have been complied
with.

    


    Section
           8.07. 
Reinstatement.  If
the  Trustee or paying
agent is unable to apply
any monies or U.S. Government
 Obligations in accordance
with Article 8 by reason
of any legal proceeding
or by  reason of any
order or judgment of
any court or governmental
authority  enjoining,
restraining or otherwise
prohibiting such application,
the  Company’s
obligations under this
Indenture and  the Securities
shall be revived and
reinstated as though
no deposit had occurred
 pursuant to this Article
 until such time as the
 Trustee or  paying agent
 is permitted to apply
 all such monies or U.S.
 Government  Obligations
 in accordance with Article
 8; provided,
  however,
  that if the  Company
  has made any payment
  of Principal of or
  interest on any  Securities because
  of the  reinstatement
  of its obligations,
  the Company shall be
  subrogated to the rights
   of the Holders of
  such Securities to
  receive such payment
  from the monies or
   U.S. Government Obligations
  held by the Trustee
  or paying  agent.

    


    Section
           8.08.  Indemnity. 
The
Company shall pay and
 indemnify the Trustee
 (or other qualifying
 trustee,  collectively
 for purposes of this
 Section 8.08 and Section
 8.02, the
“Trustee”)
against any tax, fee
or other charge,  imposed
on or assessed against
the U.S. Government Obligations
deposited pursuant to
Section  8.01, 8.05 or
8.06 or the principal
or interest received
in respect thereof  other
than any such tax, fee
or other charge which
by law is for the account
of  the Holders of the
Securities and any coupons
appertaining thereto.

    


    Section
           8.09. 
Excess
 Funds.  Anything
 in  this Article 8 to
 the contrary notwithstanding,
 the Trustee shall  deliver
 or pay to the Company
 from time to time upon
 request of the Company,
 any  money or U.S. Government
 Obligations (or other
 property and any
 proceeds therefrom)
 held by it as  provided
 in Section 8.01, 8.05
 or 8.06 which, in the
 opinion of a nationally
  recognized firm of
 Independent Public Accountants
 expressed in a written
  certification thereof
 delivered to the Trustee,
 are in excess of the
 amount thereof which
 would then be  required
 to be deposited to effect
 a discharge or defeasance,
 as applicable, in  accordance
 with this Article 8.

    


    Section
           8.10.  Qualifying
            Trustee.  Any
            trustee
            appointed
            pursuant
            to Section
            8.05 or 8.06
            for the purpose
             of
             holding
             money or
             U.S.  Government
             Obligations
             deposited
             pursuant
             to such
             Sections
             shall be
             appointed
              under an

    


    


    
      
        
        

      

      
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    agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate, upon which certificate
the Trustee shall be entitled to conclusively rely, that all conditions
precedent provided for herein to the related defeasance have been complied with.
In no event shall the Trustee be liable for any acts or omissions of said trustee.

    


    


    ARTICLE
9

    AMENDMENTS, SUPPLEMENTS
AND WAIVERS

    


    Section
           9.01.  Without
            Consent of
           Holders.  The
           Company and
           the Trustee may
           amend or supplement
           this Indenture
            or the Securities
           of any series
           without notice
           to or the
           consent of
           any  Holder:

    


    (a)  to cure any ambiguity, defect or
inconsistency in this Indenture; provided that such amendments or supplements
shall not materially and adversely affect the interests of the
Holders;

    


    
      (b)  to comply with Article
5;

    

    


    (c)  to comply with any requirements of the
Commission in connection
with the qualification of this Indenture under the Trust Indenture
Act;

    


    (d)  to evidence and provide for the
acceptance of appointment hereunder with respect to the Securities of any or all
series by a successor Trustee and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 7.09;

    


    (e)  to establish the form or forms or
terms of Securities of any
series or of the coupons appertaining to such Securities as permitted by Section
2.03;

    


    (f)  to provide for uncertificated or
Unregistered Securities and to make all appropriate changes for such purpose;
and

    


    (g)  to make any change that does not materially and adversely affect the
rights of any Holder.

    


    Section
           9.02.  With
           Consent  of
           Holders.  Subject
            to Sections
           6.04 and 6.07, without
           prior notice
           to any Holders,
           the  Company
           and the Trustee
           may amend
           this Indenture
           and the Securities
           of any  series
           with the written
            consent of
           the Holders
           of a majority
           in principal
           amount of
           the outstanding
            Securities
           of all series

    


     

    


    
      
        
        

      

      
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    affected by such amendment (all such
series voting together as a
single class), and the Holders of a majority in principal amount of the
outstanding Securities of all series affected thereby (all such series voting
together as a single class) by written notice to the Trustee may waive future
compliance by the Company with any provision of this Indenture or
the Securities of such series.

    


    Notwithstanding the provisions of this
Section 9.02, without the consent of each Holder affected thereby, an amendment
or waiver, including a waiver pursuant to Section 6.04, may
not:

    


    (a)  change the stated maturity of the
Principal of, or any sinking fund obligation or any installment of interest on,
such Holder’s Security,

    


    (b)  reduce the Principal amount thereof or
the rate of interest thereon (including any amount in respect of original
issue
discount);

    


    (c)  reduce the above stated percentage of
outstanding Securities the consent of whose holders is necessary to modify or
amend the Indenture with respect to the Securities of the relevant series;
and

    


    (d)  reduce the percentage in principal
amount of outstanding
Securities of the relevant series the consent of whose Holders is required for
any supplemental indenture or for any waiver of compliance with certain
provisions of this Indenture or certain Defaults and their consequences provided
for in this Indenture.

    


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

    


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

    


    After an amendment, supplement
or waiver under this
Section 9.02 becomes effective, the Company shall give to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. The
Company will mail supplemental indentures to Holders upon request. Any failure
of the Company to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture or waiver.

    


    


    
      
        
        

      

      
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    Section
           9.03. 
Revocation
and Effect of  Consent.  Until
an  amendment or waiver
becomes effective, a
consent to  it by a Holder
is a continuing consent
by the Holder and every
subsequent Holder  of
a Security or portion
of a Security that evidences
the same debt as the
 Security of the
 consenting  Holder,
 even if notation of
 the consent is not made
 on any Security. However,
  any such Holder or
 subsequent Holder may
 revoke the consent as
 to its Security  or
 portion of its Security.
 Such revocation shall
 be effective only if
 the  Trustee receives
 the notice of revocation
 before  the date the
 amendment, supplement
 or waiver becomes effective.
 An amendment,  supplement
 or waiver shall become
 effective with respect
 to any Securities  affected
 thereby on receipt by
 the Trustee of written
 consents from
 the requisite Holders
 of  outstanding Securities
 affected thereby.

    


    The Company may, but shall not be
obligated to, fix a record date (which may be not less than five nor more than
60 days prior to the solicitation of consents) for the purpose of
determining the Holders of
the Securities of any series affected entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the
immediately preceding paragraph, those Persons who were such Holders at such
record date (or their duly designated proxies)
and only those Persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be such Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

    


    After an amendment, supplement or waiver
becomes effective with respect to the Securities of any series affected thereby,
it shall bind every Holder of such Securities unless it is of the type described in
any of clauses (a) through (d) of Section 9.02. In case of an amendment or
waiver of the type described in clauses (a) through (d) of Section 9.02, the
amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of
a Security that evidences the same indebtedness as the Security of the
consenting Holder.

    


    Section
           9.04.  Notation
           on  or Exchange
           of Securities.  If
           an amendment, supplement
           or waiver
           changes the
           terms  of
           any Security, the
            Trustee may
           require the
           Holder thereof
           to deliver
           it to the
           Trustee. The
           Trustee  may
           place an appropriate
           notation on
           the Security
           about the
           changed terms
           and  return
           it to the
           Holder and
           the Trustee
           may place
           an appropriate
           notation on
           any  Security
           of such
           series thereafter
           authenticated.
            Alternatively,
           if the Company
           or the Trustee
           so determines,
           the Company
           in  exchange
           for the Security
           shall issue
           and the Trustee
           shall authenticate
           a new  Security
           of the same
           series and
           tenor that
           reflects the
           changed terms.

    


    Section
           9.05.  Trustee
           to  Sign Amendments,
           Etc.  The
           Trustee shall
           be entitled
           to receive,
           and shall
           be fully
           protected
           in relying
           upon, an Opinion
           of Counsel
           stating that
           the execution
           of  any amendment,
           supplement
           or waiver

    


    


    


    
      
        
        

      

      
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    authorized pursuant to this Article 9 is
authorized or permitted by this Indenture, stating that all requisite consents
have been obtained or that no consents are required and stating that such
supplemental indenture
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary
exceptions. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the
Trustee’s own rights, duties or immunities under
this Indenture or otherwise.

    


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

    


    


    ARTICLE
10


    MISCELLANEOUS

    


    Section
           10.01.  Trust
            Indenture
           Act of 1939.  This
           Indenture
           shall incorporate
           and be governed
           by the  provisions
           of the Trust
           Indenture
           Act that are
           required to
           be part of
           and to  govern
           indentures
           qualified
            under the
           Trust Indenture
           Act.

    


    Section
           10.02. 
Notices.  Any
notice  or communication
shall be sufficiently
given if written and
(a) if  delivered in
person when received
or (b) if mailed by first
class mail 5 days  after
mailing, or (c)
as  between the Company
and the Trustee if sent
by facsimile transmission,
when  transmission is
confirmed, in each case
addressed as  follows:

    


    if to the Company:

    


    GHL Acquisition
Corp.


    300 Park Avenue, 23rd Floor

    New York, NY 10022

    Telecopy:

    Attention:

    


    if to the Trustee:

    


    


    


    


    


    


    


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

    


    


    
      
        
        

      

      
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    Any notice or communication shall be sufficiently
given to Holders of any Unregistered Securities, by publication at least once in
an Authorized Newspaper in The City of New York, or with respect to any Security
the interest on which is based on the offered quotations in the interbank Eurodollar market for
dollar deposits at least once in an Authorized Newspaper in London, and by
mailing to the Holders thereof who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so
furnished to the Trustee and to Holders of Registered Securities by mailing to
such Holders at their addresses as they shall appear on the Security Register.
Notice mailed shall be sufficiently given if so mailed within the time prescribed. Copies of any such
communication or notice to a Holder shall also be mailed to the Trustee and each
Agent at the same time.

    


    Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other
Holders. Except as otherwise provided in this Indenture, if a notice or
communication is mailed in the manner provided in this Section 10.02, it is duly
given, whether or not the addressee receives it.

    


    Where this Indenture provides for
notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.

    


    In case it shall be impracticable to
give notice as herein contemplated, then such notification as shall be made with
the approval of the Trustee
shall constitute a sufficient notification for every purpose
hereunder.

    


    Section
           10.03.  Certificate
            and Opinion
           as to Conditions
           Precedent.  Upon any
           request or
           application
           by the  Company
           to the Trustee
           to take any
           action under
           this Indenture,
           the  Company
           shall furnish
           to  the Trustee:

    


    (a)  an Officers’ Certificate stating that, in the
opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with;
and

    


    (b)  an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied
with.

    


    Section
           10.04.  Statements
            Required
           in Certificate
           or Opinion. Each certificate
           or opinion
           with respect
           to  compliance
           with a condition
           or covenant
           provided
           for in this
           Indenture
           (other than
           the  certificate
           required by
           Section 4.04)
           shall include:

    


    


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    


    (a)  a statement that each person signing
such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;

    


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

    


    (c)  a statement that, in the
opinion of each 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

    


    
      (d)  a statement as to whether or not, in the
opinion of each
such person, such condition or covenant
has been complied with; provided, however, that, with respect to matters of fact,
an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials.

    

    


    Section
           10.05.  Evidence
            of
Ownership.  The
 Company, the Trustee
and any
agent of the Company
or the Trustee  may deem
and treat the Holder
of any Unregistered Security
and the Holder of any
 coupon as the absolute
owner of such Unregistered
Security or coupon (whether
or  not such Unregistered
 Security or coupon shall
be overdue) for the purpose
of receiving payment
 thereof or on account
thereof and for all other
purposes, and neither
the  Company, the Trustee,
nor any agent of the
Company or the Trustee
shall be  affected by
any notice to
the contrary. The fact
of the holding  by any
Holder of an Unregistered
Security, and the identifying
number of such  Security
and the date of his holding
the same, may be proved
by the production  of
such Security or by a
certificate executed
by any trust company,
bank, banker or recognized
 securities dealer wherever
situated satisfactory
to the Trustee, if such
 certificate shall be
deemed by the Trustee
to be satisfactory. Each
such  certificate shall
be dated and shall state
that on the date thereof
a  Security
bearing a specified identifying
 number was deposited
with or exhibited to
such trust company, bank,
banker or  recognized
securities dealer by
the person named in such
certificate. Any such
 certificate may be issued
in respect of one or
more Unregistered
Securities specified
therein. The  holding
by the person named in
any such certificate
of any Unregistered
Securities specified
therein shall be presumed
to continue for a period
of one  year from the
date of such certificate
unless at the time of
any determination
of such holding (1) another
 certificate bearing
a later date issued in
respect of the same Securities
shall  be produced or
(2) the Security specified
in such certificate shall
be produced  by some
other Person, or (3)
the Security specified
in such
certificate shall have
ceased to be  outstanding.
Subject to Article 7,
the fact and date of
the execution of any
 such instrument and
the amount and numbers
of Securities held by
the Person so  executing
such instrument may also
be proven in accordance

    


     

    


    
      
        
        

      

      
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    with such reasonable rules and
regulations as may be prescribed by the Trustee or in any other manner which the
Trustee may deem sufficient.

    


    The Company, the Trustee and any agent
of the Company or the
Trustee may deem and treat the person in whose name any Registered Security
shall be registered upon the Security Register for such series 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, subject to the provisions of this Indenture,
interest on such Registered Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.

    


    Section
           10.06.  Rules
           by  Trustee,
           Paying Agent
           or Registrar.  The
           Trustee may
           make reasonable
           rules for
           action by
or
at a meeting of Holders.
 The Paying Agent or
Registrar may make reasonable
rules for its  functions.

    


    Section
           10.07.  Payment
           Date  Other
           Than a Business
           Day.  Except
           as otherwise
           provided with
           respect to
           a  series
           of Securities,
           if any date
           for payment
           of Principal
           or interest
           on any Security
            shall not
           be a Business
           Day at any
           place of payment,
           then payment
           of Principal
            of or interest
           on such Security,
           as the case
           may be, need
           not be made
           on such  date,
           but may be
           made on the
           next succeeding
           Business Day
           at any
           place of payment
           with the same
           force  and
           effect as
           if made on
           such date
           and no interest
           shall accrue
           in respect
           of  such payment
           for the period
           from and after
           such date.

    


    Section
           10.08.  Governing
            Law.  The
            laws of the
             State of New
              York shall govern
              this Indenture
              and the
               Securities.

    


    Section
           10.09.  No
           Adverse  Interpretation
           of Other Agreements.  This Indenture
           may not be
           used to interpret
            another indenture
           or loan or
           debt agreement
           of the Company
           or any Subsidiary
           of  the Company.
           Any such indenture
           or agreement
           may not be
           used to interpret
           this  Indenture.

    


    Section
           10.10. 
Successors.  All
 agreements of the Company
in this Indenture
and the Securities shall
bind  its successors.
All agreements of the
Trustee in this Indenture
shall bind its  successors.

    


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

    


    Section
           10.12. 
Separability.  In
case  any provision in
this Indenture or in the
Securities shall be invalid,
illegal  or unenforceable,
the validity, legality
and

    


    


    
      
        
        

      

      
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    enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.

    


    Section
           10.13.  Table
           of  Contents,
           Headings,
           Etc.  The
           Table of Contents and
           headings of
           the Articles
           and  Sections
           of this Indenture
           have been
           inserted for
           convenience
           of reference
           only,  are
           not to be
           considered
           a part hereof
           and shall
           in no way
           modify or
            restrict
            any of the
            terms  and
            provisions
            hereof.

    


    Section
10.14. 
Incorporators, Stockholders, Officers and Directors of Company Exempt from
Individual Liability.  No recourse under or upon
any obligation, covenant or agreement
contained in this Indenture or any indenture supplemental hereto, or in
any Security or any coupons appertaining thereto, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such or against any
past, present or future stockholder, officer, director or employee, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities and the
coupons appertaining thereto by the holders thereof and as part of the
consideration for the issue of the Securities and the coupons
appertaining thereto.

    


    Section
10.15.  Judgment
Currency.  The Company
agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the Principal of or interest on the
Securities of any series (the “Required
Currency”) into a currency in which a judgment
will be rendered (the “Judgment
Currency”), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on the day
on which final unappealable judgment is entered, unless such day is not a
Business Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the Business Day preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall
fall

    


    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    


    short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture.

    


    


    


    
      
        
        

      

      
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    SIGNATURES

    


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

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                (SEAL)

                              	 	
                                GHL ACQUISITION
      CORP.

                              	 
      
	
                                Attest:

                              	 	
                                as the
    Company

                              	 
      
	 	 
      	 
      	 
      
	 	 	
                                By:

                              	 	 
	 
      	 	 
      	
                                Name:

                              	 
      
	 
      	 	 
      	
                                Title:

                              	 
      
	
                                (SEAL)

                              	 	 
      	 
      	 
      
	
                                Attest:

                              	 	
                                as the
    Trustee

                              	 
      
	 	 	
                                By:

                              	 	 
	 
      	 	 
      	
                                Name:

                              	 
      
	 
      	 	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    


     


      61