exhibit4-1.htm


    

      
        
           


        

         

        
          
            Exhibit
4.1

            [Form
of Senior Indenture]

             

          

        

      



    
      
        


         

        


      

      VANGUARD
NATURAL RESOURCES, LLC

       

      VNR
FINANCE CORP.

       

      as
Issuers,

       

      


       

      any
Subsidiary Guarantors party hereto,

       

      


       

      and

       

      [____________________],

       

      as
Trustee

       

      INDENTURE

       

      


       

      Dated
as of ____________

       

      Debt
Securities

       

      
        


         

        


      


      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      


      CROSS-REFERENCE
TABLE

       

      
        
          
            
              
                
                  	
                          TIA
      Section

                        	
                          Indenture
      Section

                        
	
                          310(a)...............................................................................................................................................................................................................................................................

                        	
                          7.10

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          7.10

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          311(a)...............................................................................................................................................................................................................................................................

                        	
                          7.11

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          7.11

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          312(a)...............................................................................................................................................................................................................................................................

                        	
                          5.01

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          5.02

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          5.02

                        
	
                          313(a)...............................................................................................................................................................................................................................................................

                        	
                          5.03

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          5.03

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          13.03

                        
	
                          (d).........................................................................................................................................................................................................................................................

                        	
                          5.03

                        
	
                          314(a)...............................................................................................................................................................................................................................................................

                        	
                          4.05

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          (c)(1)....................................................................................................................................................................................................................................................

                        	
                          13.05

                        
	
                          (c)(2)....................................................................................................................................................................................................................................................

                        	
                          13.05

                        
	
                          (c)(3)....................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          (d).........................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          (e).........................................................................................................................................................................................................................................................

                        	
                          13.05

                        
	
                          (f).........................................................................................................................................................................................................................................................

                        	
                          N.A.

                        
	
                          315(a)...............................................................................................................................................................................................................................................................

                        	
                          7.01

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          6.07
      & 13.03

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          7.01

                        
	
                          (d).........................................................................................................................................................................................................................................................

                        	
                          7.01

                        
	
                          (e).........................................................................................................................................................................................................................................................

                        	
                          6.08

                        
	
                          316(a)
      (last sentence)

                        	
                          1.01

                        
	
                          (a)(1)(A)..............................................................................................................................................................................................................................................

                        	
                          6.06

                        
	
                          (a)(1)(B)..............................................................................................................................................................................................................................................

                        	
                          6.06

                        
	
                          (a)(2)....................................................................................................................................................................................................................................................

                        	
                          9.01(d)

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          6.04

                        
	
                          (c).........................................................................................................................................................................................................................................................

                        	
                          5.04

                        
	
                          317(a)(1)

                        	
                          6.02

                        
	
                          (a)(2)....................................................................................................................................................................................................................................................

                        	
                          6.02

                        
	
                          (b).........................................................................................................................................................................................................................................................

                        	
                          4.04

                        
	
                          318(a)...............................................................................................................................................................................................................................................................

                        	
                          13.07

                        


                

              

            

          

        

      

      


       

      N.A.
means Not Applicable

       

      NOTE:  This
Cross-Reference table shall not, for any purpose, be deemed part of this
Indenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      TABLE
OF CONTENTS

       

       

      
        ARTICLE
I

        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.........................................................................

                  	
                    6

                  


          

        

        


         

        ARTICLE
II

        DEBT
SECURITIES

        
          
            	
                    Section
      2.01

                  	
                    Forms
      Generally...........................................................................

                  	
                    7

                  
	
                    Section
      2.02

                  	
                    Form
      of Trustee’s Certificate of
      Authentication..........................................

                  	
                    7

                  
	
                    Section
      2.03

                  	
                    Principal
      Amount; Issuable in Series...................................................

                  	
                    8

                  
	
                    Section
      2.04

                  	
                    Execution
      of Debt Securities............................................................

                  	
                    10

                  
	
                    Section
      2.05

                  	
                    Authentication
      and Delivery of Debt
    Securities...........................................

                  	
                    10

                  
	
                    Section
      2.06

                  	
                    Denomination
      of Debt Securities........................................................

                  	
                    12

                  
	
                    Section
      2.07

                  	
                    Registration
      of Transfer and Exchange.................................................

                  	
                    12

                  
	
                    Section
      2.08

                  	
                    Temporary
      Debt Securities...............................................................

                  	
                    13

                  
	
                    Section
      2.09

                  	
                    Mutilated,
      Destroyed, Lost or Stolen Debt
      Securities.....................................

                  	
                    14

                  
	
                    Section
      2.10

                  	
                    Cancellation
      of Surrendered Debt Securities..........................................

                  	
                    15

                  
	
                    Section
      2.11

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

                  	
                     

                    15

                  
	
                    Section
      2.12

                  	
                    Payment
      of Interest; Interest Rights Preserved........................................

                  	
                    15

                  
	
                    Section
      2.13

                  	
                    Securities
      Denominated in Dollars......................................................

                  	
                    15

                  
	
                    Section
      2.14

                  	
                    Wire
      Transfers.................................................................................

                  	
                    16

                  
	
                    Section
      2.15

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

                  	
                    16

                  
	
                    Section
      2.16

                  	
                    Medium
      Term Securities......................................................................

                  	
                    18

                  
	
                    Section
      2.17

                  	
                    Defaulted
      Interest..........................................................................

                  	
                    19

                  
	
                    Section
      2.18

                  	
                    CUSIP
      Numbers...........................................................................

                  	
                    20

                  


          

        

        


        ARTICLE
III

        REDEMPTION
OF DEBT SECURITIES

        
          
            	
                    Section
      3.01

                  	
                    Applicability
      of Article...................................................................

                  	
                    20

                  
	
                    Section
      3.02

                  	
                    Notice
      of Redemption; Selection of Debt Securities.................................

                  	
                    20

                  
	
                    Section
      3.03

                  	
                    Payment
      of Debt Securities Called for Redemption..................................

                  	
                    21

                  
	
                    Section
      3.04

                  	
                    Mandatory
      and Optional Sinking
      Funds........................................................

                  	
                    22

                  
	
                    Section
      3.05

                  	
                    Redemption
      of Debt Securities for Sinking Fund.....................................

                  	
                    22

                  


          

        

        


         

        ARTICLE
IV

        PARTICULAR
COVENANTS OF THE ISSUERS

        
          
            
              	
                      Section
      4.01

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

                    	
                      24

                    
	
                      Section
      4.02

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

                    	
                      24

                    


            

          

        

         

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          
            
              
                	
                        Section
      4.03

                      	
                        Appointment
      to Fill a Vacancy in the Office of Trustee...............

                      	
                        25

                      
	
                        Section
      4.04

                      	
                        Duties
      of Paying Agents, etc..............................................

                      	
                        25

                      
	
                        Section
      4.05

                      	
                        SEC
      Reports; Financial
    Statements.........................................................

                      	
                        26

                      
	
                        Section
      4.06

                      	
                        Compliance
      Certificate...................................................................

                      	
                        26

                      
	
                        Section
      4.07

                      	
                        Further
      Instruments and Acts............................................................

                      	
                        27

                      
	
                        Section
      4.08

                      	
                        Existence....................................................................................

                      	
                        27

                      
	
                        Section
      4.09

                      	
                        Maintenance
      of Properties................................................................

                      	
                        27

                      
	
                        Section
      4.10

                      	
                        Payment
      of Taxes and Other Claims...................................................

                      	
                        27

                      
	
                        Section
      4.11

                      	
                        Waiver
      of Certain Covenants............................................................

                      	
                        27

                      


              

            

          

        

        


        ARTICLE
V

        HOLDERS’
LISTS AND REPORTS BY THE TRUSTEE

        
          
            	
                    Section
      5.01

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

                  	
                    28

                  
	
                    Section
      5.02

                  	
                    Communications
      to Holders..................................................................

                  	
                    28

                  
	
                    Section
      5.03

                  	
                    Reports
      by Trustee.........................................................................

                  	
                    28

                  
	
                    Section
      5.04

                  	
                    Record
      Dates for Action by Holders....................................................

                  	
                    29

                  


          

        

        


        ARTICLE
VI

        REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENTS OF DEFAULT

        
          
            	
                    Section
      6.01

                  	
                    Events
      of Default...............................................................................

                  	
                    29

                  
	
                    Section
      6.02

                  	
                    Collection
      of Debt by Trustee.................................................................

                  	
                    31

                  
	
                    Section
      6.03

                  	
                    Application
      of Moneys Collected by
Trustee.............................................

                  	
                    32

                  
	
                    Section
      6.04

                  	
                    Limitations
      on Suits by Holders.........................................................

                  	
                    33

                  
	
                    Section
      6.05

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

                  	
                    34

                  
	
                    Section
      6.06

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

                  	
                    34

                  
	
                    Section
      6.07

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

                  	
                    35

                  
	
                    Section
      6.08

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

                  	
                    35

                  


          

        

        


        ARTICLE
VII

        CONCERNING
THE TRUSTEE

        
          
            	
                    Section
      7.01

                  	
                    Certain
      Duties and Responsibilities....................................................

                  	
                    35

                  
	
                    Section
      7.02

                  	
                    Certain
      Rights of Trustee.................................................................

                  	
                    37

                  
	
                    Section
      7.03

                  	
                    Trustee
      Not Liable for Recitals in Indenture or in Debt
      Securities....................

                  	
                    38

                  
	
                    Section
      7.04

                  	
                    Trustee,
      Paying Agent or Registrar May Own Debt Securities.....................

                  	
                    38

                  
	
                    Section
      7.05

                  	
                    Moneys
      Received by Trustee to Be Held in Trust...................................

                  	
                    38

                  
	
                    Section
      7.06

                  	
                    Compensation
      and Reimbursement.....................................................

                  	
                    38

                  
	
                    Section
      7.07

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

                  	
                     

                    39

                  
	
                    Section
      7.08

                  	
                    Separate
      Trustee; Replacement of Trustee............................................

                  	
                    39

                  
	
                    Section
      7.09

                  	
                    Successor
      Trustee by Merger...........................................................

                  	
                    40

                  
	
                    Section
      7.10

                  	
                    Eligibility;
      Disqualification.................................................................

                  	
                    41

                  
	
                    Section
      7.11

                  	
                    Preferential
      Collection of Claims Against Issuers...................................

                  	
                    41

                  
	
                    Section
      7.12

                  	
                    Compliance
      with Tax Laws.............................................................

                  	
                    41

                  


          

        

        


        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

        ARTICLE
VIII

        CONCERNING
THE HOLDERS

        
          
            	
                    Section
      8.01

                  	
                    Evidence
      of Action by Holders.........................................................

                  	
                    41

                  
	
                    Section
      8.02

                  	
                    Proof
      of Execution of Instruments and of Holding of Debt
      Securities............

                  	
                    41

                  
	
                    Section
      8.03

                  	
                    Who
      May Be Deemed Owner of Debt Securities.....................................

                  	
                    42

                  
	
                    Section
      8.04

                  	
                    Instruments
      Executed by Holders Bind Future Holders..............................

                  	
                    42

                  


          

        

        


        ARTICLE
IX

        SUPPLEMENTAL
INDENTURES

        
          
            	
                    Section
      9.01

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

                  	
                     

                    43

                  
	
                    Section
      9.02

                  	
                    Modification
      of Indenture with Consent of Holders of Debt
    Securities...........

                  	
                    44

                  
	
                    Section
      9.03

                  	
                    Effect
      of Supplemental Indentures......................................................

                  	
                    45

                  
	
                    Section
      9.04

                  	
                    Debt
      Securities May Bear Notation of Changes by Supplemental
      Indenture....

                  	
                    46

                  


          

        

        


        ARTICLE
X

        CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

        
          
            	
                    Section
      10.01

                  	
                    Consolidation
      and Mergers of the Issuers.............................................

                  	
                    46

                  
	
                    Section
      10.02

                  	
                    Right
      and Duties of Successor Company..............................................

                  	
                    46

                  


          

        

        


        ARTICLE
XI

        SATISFACTION
AND DISCHARGE OF INDENTURE, DEFEASANCE; UNCLAIMED MONEYS

        
          
            	
                    Section
      11.01

                  	
                    Applicability
      of Article...................................................................

                  	
                    47

                  
	
                    Section
      11.02

                  	
                    Satisfaction
      and Discharge of Indenture;
    Defeasance.  .............................

                  	
                    47

                  
	
                    Section
      11.03

                  	
                    Conditions
      of Defeasance................................................................

                  	
                    48

                  
	
                    Section
      11.04

                  	
                    Application
      of Trust Money.............................................................

                  	
                    49

                  
	
                    Section
      11.05

                  	
                    Repayment
      to Issuers.....................................................................

                  	
                    49

                  
	
                    Section
      11.06

                  	
                    Indemnity
      for U.S. Government Obligations..........................................

                  	
                    50

                  
	
                    Section
      11.07

                  	
                    Reinstatement.............................................................................

                  	
                    50

                  


          

        

        


        ARTICLE
XII

        [RESERVED]

        
          
            	
                    This
      Article XII has been intentionally
      omitted......................................................................

                  	
                    50

                  


          

        

        


        ARTICLE
XIII

        MISCELLANEOUS
PROVISIONS

        
          
            
              	
                      Section
      13.01

                    	
                      Successors
      and Assigns of Issuers Bound by Indenture..............................

                    	
                      50

                    
	
                      Section
      13.02

                    	
                      Acts
      of Board, Committee or Officer of Successor Issuer
    Valid..................

                    	
                      50

                    
	
                      Section
      13.03

                    	
                      Required
      Notices or Demands...........................................................

                    	
                      50

                    
	
                      Section
      13.04

                    	
                      Indenture
      and Debt Securities to Be Construed in Accordance with the Laws of the
      State of New York....................................................................

                    	
                      51

                    
	
                      Section
      13.05

                    	
                      Officers’
      Certificate and Opinion of Counsel to Be Furnished upon Application or
      Demand by the Issuers.................................................

                    	
                      52

                    


            

          

        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

         

        
          
            
              	
                      Section
      13.06

                    	
                      Payments
      Due on Legal Holidays......................................................

                    	
                      52

                    
	
                      Section
      13.07

                    	
                      Provisions
      Required by TIA to Control................................................

                    	
                      52

                    
	
                      Section
      13.08

                    	
                      Computation
      of Interest on Debt Securities...........................................

                    	
                      52

                    
	
                      Section
      13.09

                    	
                      Rules
      by Trustee, Paying Agent and Registrar.......................................

                    	
                      52

                    
	
                      Section
      13.10

                    	
                      No
      Recourse Against Others............................................................

                    	
                      52

                    
	
                      Section
      13.11

                    	
                      Severability.................................................................................

                    	
                      53

                    
	
                      Section
      13.12

                    	
                      Effect
      of Headings........................................................................

                    	
                      53

                    
	
                      Section
      13.13

                    	
                      Indenture
      May Be Executed in Counterparts..........................................

                    	
                      53

                    


            

          

        

         

        


        ARTICLE
XIV

        GUARANTEE

        
          
            	
                    Section
      14.01

                  	
                    Unconditional
      Guarantee.................................................................

                  	
                    53

                  
	
                    Section
      14.02

                  	
                    Execution
      and Delivery of Guarantee...................................................

                  	
                    55

                  
	
                    Section
      14.03

                  	
                    Limitation
      on Subsidiary Guarantors’ Liability.......................................

                  	
                    55

                  
	
                    Section
      14.04

                  	
                    Release
      of Subsidiary Guarantors from Guarantee....................................

                  	
                    55

                  
	
                    Section
      14.05

                  	
                    Subsidiary
      Guarantor Contribution......................................................

                  	
                    56

                  


          

        

        


         

        
          
            	
                    Notation
      of Guarantee..............................................................................................

                  	
                                       Annex
      A

                  


          

        

      

       


      
        
          
             

          

           


        

        
          v

          
            

          

        

        
           


        

      


      THIS
INDENTURE dated as of ___________ is among Vanguard Natural Resources, LLC, a
Delaware limited liability company (the “Company”), VNR Finance Corp. (“Finance
Corp.,” and together with the Company, the “Issuers”), any Subsidiary Guarantors
(as defined herein) party hereto and [____________________], a
__________________, as trustee (the “Trustee”).

       

      RECITALS
OF THE ISSUERS AND ANY SUBSIDIARY GUARANTORS

       

      The
Issuers and any Subsidiary Guarantors have duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the
Issuers’ debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series unlimited as to principal amount (herein called the
“Debt Securities”), which Debt Securities may be guaranteed by each of the
Subsidiary Guarantors, as in this Indenture provided.

       

      All
things necessary to make this Indenture a valid agreement of the Issuers and any
Subsidiary Guarantors, in accordance with its terms, have been
done.

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH

       

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

       

      ARTICLE
I

       

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

      Section
1.01 Definitions.  

       

      “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. The
Trustee may request and may conclusively rely upon an Officers’ Certificate to
determine whether any Person is an Affiliate of any specified
Person.

       

      “Agent”
means any Registrar or paying agent.

       

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

       

      “Board of
Directors” means, (i) with respect to Finance Corp., the board of directors of
the corporation or any committee thereof duly authorized to act on behalf of
such board, (ii) with respect to the Company, the Board of Directors of the
Company or any authorized committee of the Board of Directors of the Company or
any directors and/or officers of the Company to whom such Board of Directors or
such committee shall have duly delegated its authority to act
hereunder.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

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

       

      “capital
stock” of any Person means and includes any and all shares, rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) the equity (which
includes, but is not limited to, common stock, preferred stock and partnership
and joint venture interests) of such Person (excluding any debt securities that
are convertible into, or exchangeable for, such equity).

       

      “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.

       

      “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

       

      “Debt” of
any Person at any date means any obligation created or assumed by such Person
for the repayment of borrowed money and any guarantee thereof.

       

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

       

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

       

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

       

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

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.

       

      “Finance
Corp.” means the Person named as “Finance Corp.” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable terms of this Indenture, and thereafter “Finance Corp.” shall mean
such successor Person.

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “GAAP”
means generally accepted accounting principles in the United States, as in
effect from time to time.

       

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

       

      “guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term “guarantee” shall not include
endorsements for collection or deposit in the ordinary course of
business.  The term “guarantee” used as a verb has a corresponding
meaning.

       

      “Holder,”
“Holder of Debt Securities” or other similar terms means, a Person in whose name
a Debt Security is registered in the Debt Security Register (as defined in
Section 2.07(a)).

       

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

       

      “Issuers”
means the Company and Finance Corp.

       

      “Issuer
Order” means a written request or order signed on behalf of each of the Issuers
by one of its Officers and delivered to the Trustee.

       

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

       

      “Lien”
means, with respect to any asset, any mortgage, lien, security interest, pledge,
charge or other encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice President of such Person (or, if such Person is a limited
partnership, the general partner of such Person).

       

      “Officers’
Certificate” means a certificate signed on behalf of each Issuer by any two of
its Officers, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of such Issuer, that meets
the requirements of Section 13.05 hereof.

       

      “Opinion
of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee.  The counsel may be an employee of or counsel to the Company
or the Trustee.

       

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

       

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

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

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

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

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

       

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

       

      “SEC”
means the Securities and Exchange Commission.

       

      “Securities
Act” means the Securities Act of 1933, as amended, and any successor
statute.

       

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

       

      “Subsidiary”
of any Person means:

       

      
        	
                 
      

              	
                (1)

              	
                any
      corporation, association or other business entity of which more than 50%
      of the total voting power of equity interests entitled, without regard to
      the occurrence of any contingency, to vote in the election of directors,
      managers, trustees or equivalent Persons thereof is at the time of
      determination owned or controlled, directly or indirectly, by such Person
      or one or more of the other Subsidiaries of such Person or combination
      thereof; or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                in
      the case of a partnership, more than 50% of the partners’ equity
      interests, considering all partners’ equity interests as a single class,
      is at such time of determination owned or controlled, directly or
      indirectly, by such Person or one or more of the other Subsidiaries of
      such Person or combination thereof.

              


      

       

      “Subsidiary
Guarantors” means any Subsidiary of the Company (except Finance Corp.) who may
execute this Indenture, or a supplement hereto, for the purpose of providing a
Guarantee of Debt Securities pursuant to this Indenture until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Subsidiary Guarantors” shall mean such successor
Person.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb),
as in effect on the date of this Indenture as originally executed and, to the
extent required by law, as amended.

       

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

       

      “Trust
Officer” means any officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

       

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

       

      “U.S.
Government Obligations” means direct obligations of the United States of
America, obligations on which the payment of principal and interest is fully
guaranteed by the United States of America or obligations or guarantees for the
payment of which the full faith and credit of the United States of America is
pledged.

       

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

       

      Section
1.02 Other
Definitions.

       

      
        
          	
                  
                    Term

                  

                	 	
                  
                    Defined
      in Section

                  

                	 
	
                  “Debt
      Security
      Register”                                                                                     

                	 	 	2.07	 
	
                  “Defaulted
      Interest”                                                                                     

                	 	 	2.17	 
	
                  “Event
      of
      Default”                                                                                     

                	 	 	6.01	 
	
                  “Funding
      Guarantor”                                                                                     

                	 	 	14.05	 
	
                  “Guarantee”                                                                                     

                	 	 	14.01	 
	
                  “Place
      of
      Payment”                                                                                     

                	 	 	2.03	 
	
                  “Registrar”                                                                                     

                	 	 	2.07	 
	
                  “Successor
      Company”                                                                                     

                	 	 	10.01	 


        

      

      


       

      Section
1.03 Incorporation by Reference
of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture.

       

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

       

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

       

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

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

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

       

      (c) “or” is
not exclusive;

       

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

       

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

       

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

       

      ARTICLE
II

       

      DEBT
SECURITIES

       

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

       

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

       

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

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

      [____________________],

      As Trustee

      


       

      By: _____________________________________________                                                                          

      Authorized Signatory

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

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

       

      The Debt
Securities may be issued in one or more series in fully registered
form.  There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Directors of each Issuer
and set forth in an Officers’ Certificate, or established in one or more
Indentures supplemental hereto, prior to the issuance of Debt Securities of any
series any or all of the following:

       

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

       

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

       

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

       

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

       

      (e) the place
or places, if any, in addition to or instead of the corporate trust office of
the Trustee, where the principal of, and premium, if any, and interest on, Debt
Securities of the series shall be payable (“Place of Payment”);

       

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

       

      (g) whether
Debt Securities of the series are entitled to the benefits of any Guarantee of
any Subsidiary Guarantors pursuant to this Indenture;

       

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

       

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

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

      (n) if other
than the principal amount thereof, the portion of the principal amount of Debt
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy
pursuant to Section 6.02;

       

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

       

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

       

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

       

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

       

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

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      Section
2.04 Execution of Debt
Securities.  The Debt Securities shall be signed on behalf of
each of  the Issuers by at least one of its Officers.  Such
signatures upon the Debt Securities may be the manual or facsimile signatures of
the present or any future such authorized officers and may be imprinted or
otherwise reproduced on the Debt Securities.  

       

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

       

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

       

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

       

      (a) a copy of
any resolution or resolutions of the Board of Directors of each Issuer,
certified by the Secretary or Assistant Secretary of each of the Company and
Finance Corp., authorizing the terms of issuance of any series of Debt
Securities;

       

      (b) an
executed supplemental Indenture, if any;

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c) an
Officers’ Certificate; and

       

      (d) an
Opinion of Counsel prepared in accordance with Section 13.05 which shall also
state:

       

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

       

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

       

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

       

      (iv) that the
Issuers have the power to issue such Debt Securities and has duly taken all
necessary action with respect to such issuance;

       

      (v) that the
issuance of such Debt Securities will not contravene the organizational
documents of the Issuers or result in any material violation of any of the terms
or provisions of any law or regulation or of any material indenture, mortgage or
other agreement known to such counsel by which the Issuers are
bound;

       

      (vi) that
authentication and delivery of such Debt Securities and the execution and
delivery of any supplemental Indenture will not violate the terms of this
Indenture; and

       

      (vii) such
other matters as the Trustee may reasonably request.

       

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

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

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

       

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

       

      Section
2.07 Registration of Transfer and
Exchange.

       

      (a) The
Issuers shall keep or cause to be kept a register for each series of Debt
Securities issued hereunder (hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations as it may
prescribe, the Issuers shall provide for the registration of all Debt Securities
and the registration of transfer and exchange of Debt Securities as in this
Article II provided.  At all reasonable times the Debt Security
Register shall be open for inspection by the Trustee.  Subject to
Section 2.15, upon due presentment for registration of transfer of any Debt
Security at any office or agency to be maintained by the Issuers in accordance
with the provisions of Section 4.02, the Issuers shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Debt Security or Debt Securities of authorized denominations for a like
aggregate principal amount.  In no event may Debt Securities be issued
as, or exchanged for, bearer securities.

       

      Unless
and until otherwise determined by the Issuers by resolutions of each
Issuer’s  Board of Directors, the Debt Security Register shall be kept
at the corporate trust office of the Trustee referred to in Section 13.03 and,
for this purpose, the Trustee shall be designated “Registrar.”

       

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

       

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

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

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

       

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

       

      The
Issuers shall not be required (i) to issue, register the transfer of or exchange
any Debt Securities for a period of 15 days next preceding any mailing of notice
of redemption of Debt Securities of such series or (ii) to register the transfer
of or exchange any Debt Securities selected, called or being called for
redemption, except the portion of any such Debt Security so selected or
called.

       

      Prior to
the due presentation for registration of transfer of any Debt Security, the
Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any
Registrar may deem and treat the Person in whose name a Debt Security is
registered as the absolute owner of such Debt Security for the purpose of
receiving payment of or on account of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any
Registrar shall be affected by notice to the contrary.

       

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

       

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

       

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

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

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

       

      Section
2.09 Mutilated, Destroyed, Lost
or Stolen Debt Securities.  If  (a) any mutilated
Debt Security is surrendered to the Trustee at its corporate trust office or (b)
the Issuers and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and there is delivered to the
Issuers and the Trustee such security or indemnity as may be required by them to
save each of them and any paying agent harmless, and neither the Issuers nor the
Trustee receives notice that such Debt Security has been acquired by a protected
purchaser, then the Issuers shall execute and, upon an Issuer Order, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the
same series of like tenor, form, terms and principal amount, bearing a number
not contemporaneously Outstanding.  Upon the issuance of any
substituted Debt Security, the Issuers or the Trustee may require the payment of
a sum sufficient to cover any tax, fee, assessment or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith.  In case any Debt Security which has matured or is about to
mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Issuers may, instead of issuing a substituted
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Issuers and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however
remote, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Issuers and the Trustee of the destruction, loss or theft of such Debt
Security and of the ownership thereof.

       

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

      
        
          
          

        

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

       

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

       

      Section
2.12 Payment of Interest;
Interest Rights Preserved.

       

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

       

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

       

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

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      Section
2.14 Wire
Transfers.  Notwithstanding any other provision to the contrary
in this Indenture, the Issuers may make any payment of moneys required to be
deposited with the Trustee on account of principal of, or premium, if any, or
interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer in
immediately available funds to an account designated by the Trustee before 11:00
a.m., New York City time, on the date such moneys are to be paid to the Holders
of the Debt Securities in accordance with the terms hereof.

       

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

       

      (a) If the
Issuers shall establish pursuant to Sections 2.01 and 2.03 that the Debt
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuers shall execute and the
Trustee or its agent shall, in accordance with Section 2.05, authenticate and
deliver, such Global Security or Securities, which  shall represent,
and shall be denominated in an amount equal to the aggregate principal amount
of, the Outstanding Debt Securities of such series to be represented by such
Global Security or Securities, or such portion thereof as the Issuers shall
specify in an Officers’ Certificate,  shall be registered in the name
of the Depositary for such Global Security or Securities or its
nominee,  shall be delivered by the Trustee or its agent to the
Depositary or pursuant to the Depositary’s instruction and  shall bear
a legend substantially to the following effect:

       

       “UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.”

       

      or such
other legend as may then be required by the Depositary for such Global Security
or Securities.

       

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

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

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

       

      (ii) If an
Event of Default occurs and the Depositary for a Global Security or Securities
notifies the Trustee of its decision to require that the Debt Securities of any
series or portion thereof issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities,
the Issuers shall appoint a successor Depositary with respect to such Global
Security or Securities.  In such event the Issuers will execute, and
the Trustee, upon receipt of an Issuer Order for the authentication and delivery
of individual Debt Securities of such series in exchange in whole or in part for
such Global Security or Securities, will authenticate and deliver individual
Debt Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such series or
portion thereof in exchange for such Global Security or Securities.

       

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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

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

       

      (v) Payments
in respect of the principal of and interest on any Debt Securities registered in
the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global
Security.  The Issuers, any Subsidiary Guarantors and the Trustee may
treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever.  None of the
Issuers, any Subsidiary Guarantors, the Trustee, any Registrar, the paying agent
or any agent of the Issuers, any Subsidiary Guarantors or the Trustee will have
any responsibility or liability for  any aspect of the records
relating to or payments made on account of the beneficial ownership interests of
the Global Security by the Depositary or its nominee or any of the Depositary’s
direct or indirect participants, or for maintaining, supervising or reviewing
any records of the Depositary, its nominee or any of its direct or indirect
participants relating to the beneficial ownership interests of the Global
Security,  the payments to the beneficial owners of the Global
Security of amounts paid to the Depositary or its nominee, or  any
other matter relating to the actions and practices of the Depositary, its
nominee or any of its direct or indirect participants.  None of the
Issuers, any Subsidiary Guarantors, the Trustee or any such agent will be liable
for any delay by the Depositary, its nominee, or any of its direct or indirect
participants in identifying the beneficial owners of the Debt Securities, and
the Issuers, any Subsidiary Guarantors and the Trustee may conclusively rely on,
and will be protected in relying on, instructions from the Depositary or its
nominee for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Debt Securities to be
issued).

       

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

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

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

       

      ARTICLE
III

       

      REDEMPTION
OF DEBT SECURITIES

       

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

       

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

       

      Each such
notice of redemption shall specify (i) the date fixed for redemption, (ii) the
redemption price at which Debt Securities of such series are to be redeemed (or
the method of calculating such redemption price), (iii) the Place or Places of
Payment that payment will be made upon presentation and surrender of such Debt
Securities, (iv) that any interest accrued to the date fixed for redemption will
be paid as specified in said notice, (v) that the redemption is for a sinking
fund payment (if applicable), (vi) that, unless otherwise specified in such
notice, if the Issuers default in making such redemption payment the paying
agent is prohibited from making such payment pursuant to the terms of this
Indenture, (vii) that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, (viii) that in the case of
Original Issue Discount Securities original issue discount accrued after the
date fixed for redemption will cease to accrue, (ix) the terms of the Debt
Securities of that series pursuant to which the Debt Securities of that series
are being redeemed and (x) that no representation is made as to the correctness
or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Debt Securities of that series.  If less than all the Debt Securities
of a series are to be redeemed the notice of redemption shall specify the
certificate numbers of any Debt Securities of that series to be redeemed that
are not in global form.  In case any Debt Security of a series is to
be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, will be issued.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      At least
five days before the giving of any notice of redemption, unless the Trustee
consents to a shorter period, the Issuers shall give written notice to the
Trustee of the Redemption Date, the principal amount of Debt Securities to be
redeemed and the series and terms of the Debt Securities pursuant to which such
redemption will occur.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Issuers to the effect
that such redemption will comply with the conditions herein, and such notice may
be revoked at any time prior to the giving of a notice of redemption to the
Holders pursuant to this Section 3.02.  If fewer than all the Debt
Securities of a series are to be redeemed, the record date relating to such
redemption shall be selected by the Issuers and given in writing to the Trustee,
which record date shall be not less than three days after the date of notice to
the Trustee.

       

      By 11:00
a.m., New York City time, on the Redemption Date for any Debt Securities, the
Issuers shall deposit with the Trustee or with a paying agent (or, if an Issuer
is acting as its own paying agent, segregate and hold in trust) an amount of
money in Dollars (except as provided pursuant to Section 2.03) sufficient to pay
the redemption price of such Debt Securities or any portions thereof that are to
be redeemed on that date, together with any interest accrued to the Redemption
Date.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      Section
3.05 Redemption of Debt
Securities for Sinking Fund.  Not less than 60 days prior to
each sinking fund payment date for any series of Debt Securities, the Issuers
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, any resolution or supplemental Indenture, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of
that series pursuant to this Section 3.05 (which Debt Securities, if not
previously redeemed, will accompany such certificate) and whether the Issuers
intend to exercise its right to make any permitted optional sinking fund payment
with respect to such series.  Such certificate shall also state that
no Event of Default has occurred and is continuing with respect to such
series.  Such certificate shall be irrevocable and upon its delivery
the Issuers shall be obligated to make the cash payment or payments therein
referred to, if any, by 11:00 a.m., New York City time, on the next succeeding
sinking fund payment date.  Failure of the Issuers to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph)
shall not constitute a Default, but such failure shall require that the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

       

      
        
          
          

        

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

       

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

       

      The
Trustee shall not redeem any Debt Securities of a series with sinking fund
moneys or mail any notice of redemption of such Debt Securities by operation of
the sinking fund for such series during the continuance of a Default in payment
of interest on such Debt Securities or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities if cash sufficient for
that purpose shall be deposited with the Trustee for that purpose in accordance
with the terms of this Article III.  Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such Default or Event
of Default shall occur and any moneys thereafter paid into such sinking fund
shall, during the continuance of such Default or Event of Default, be held as
security for the payment of such Debt Securities; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Debt Securities on which such moneys may be applied
pursuant to the provisions of this Section 3.05.

       

      
        
          
          

        

        
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      ARTICLE
IV

       

      PARTICULAR
COVENANTS OF THE ISSUERS

       

      Section
4.01 Payment of Principal of, and
Premium, If Any, and Interest on, Debt Securities.  The
Issuers, for the benefit of each series of Debt Securities, will duly and
punctually pay or cause to be paid the principal of, and premium, if any, and
interest on, each of the Debt Securities at the place, at the respective times
and in the manner provided herein or in the Debt Securities.  Each
installment of interest on any Debt Securities not in global form may at the
Issuers’ option be paid by mailing checks for such interest payable to the
Person entitled thereto pursuant to Section 2.07(a) to the address of such
Person as it appears on the Debt Security Register.  

       

      Principal
of and premium and interest on Debt Securities of any series shall be considered
paid on the date due if, by 11:00 a.m., New York City time, on such date the
Trustee or any paying agent holds in accordance with this Indenture money
sufficient to pay all principal, premium and interest then due.

       

      The
Issuers shall pay interest on overdue principal or premium, if any, at the rate
specified therefor in the Debt Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

       

      Section
4.02 Maintenance of Offices or
Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities.  The Issuers will maintain in each Place of Payment
for any series of Debt Securities an office or agency where Debt Securities of
such series may be presented or surrendered for payment, and it shall also
maintain (in or outside such Place of Payment) an office or agency where Debt
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuers in respect of the
Debt Securities of such series and this Indenture may be served.  The
Issuers 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
Issuers 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 office of the Trustee referred
to in Section 13.03, and the Issuers hereby appoint the Trustee as their agent
to receive all presentations, surrenders, notices and demands.

       

      
        
          
          

        

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

       

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

       

      Section
4.04 Duties of Paying Agents,
etc.

       

      (a) The
Issuers shall cause each paying agent, if any, other than the Trustee, to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 4.04,

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      Section
4.05 SEC Reports; Financial
Statements.

       

      (a) The
Company shall, so long as any of the Debt Securities are Outstanding, file with
the Trustee, within 30 days after it files the same with the SEC, copies of the
annual reports and the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act.  If the Company is not subject to the
requirements of such Section 13 or 15(d), the Company shall file with the
Trustee, within 30 days after it would have been required to file the same with
the SEC, financial statements, including any notes thereto (and with respect to
annual reports, an auditors’ report by a firm of established national
reputation), and a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” both comparable to that which the Company would have
been required to include in such annual reports, information, documents or other
reports if the Company had been subject to the requirements of such Section 13
or 15 (d).  The Issuers shall also comply with the provisions of TIA
Section 314 (a).

       

      (b) The
Company shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders under this Section.

       

      (c) The
Company shall, so long as any of the Notes are Outstanding, deliver to the
Trustee, within 30 days of any Officer of the Company becoming aware of the
occurrence of any Event of Default, an Officers’ Certificate specifying such
Event of Default, the status thereof and what action the Company is taking or
proposes to take with respect thereto.

       

      Section
4.06 Compliance
Certificate.  Each of the Issuers and any Subsidiary Guarantor
shall, so long as any of the Debt Securities are Outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers’ Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the Officers signing the certificate with a view to determining
whether each of the Issuers and any Subsidiary Guarantor has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge each of the Issuers and any Subsidiary Guarantor has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions hereof, without regard to any grace period or
requirement of notice required by this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Issuers or any
Subsidiary Guarantor is taking or proposes to take with respect
thereto).  

       

      
        
          
          

        

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

       

      Section
4.08 Existence.  Except
as permitted by Article X hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its
existence.

       

      Section
4.09 Maintenance of
Properties.  The Company shall cause all properties owned by
the Company or any of its Subsidiaries or used or held for use in the conduct of
its business or the business of any such Subsidiary to be maintained and kept in
good condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its  business or the business of any such Subsidiary and not
disadvantageous in any material respect to the Holders.

       

      Section
4.10 Payment of Taxes and Other
Claims.  The Company shall pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Subsidiaries or upon the income, profits or property of the Company or
any of its Subsidiaries, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon the property of the
Company or any of its Subsidiaries; provided that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

       

      Section
4.11 Waiver of Certain
Covenants.  The Issuers and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01
through 4.08) or made applicable to such Debt Securities pursuant to Section
2.03, if, before or after the time for such compliance, the Holders of at least
a majority in principal amount of the Outstanding Debt Securities of each series
affected, waive such compliance in such instance with such covenant, but no such
waiver shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Issuers and the Subsidiary Guarantors and the duties of the Trustee in respect
of any such covenant shall remain in full force and effect.

       

      
        
          
          

        

        
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      ARTICLE
V

       

      HOLDERS’
LISTS AND REPORTS BY THE TRUSTEE

       

      Section
5.01 Issuers to Furnish Trustee
Information as to Names and Addresses of Holders; Preservation of
Information.  The Issuers covenant and agree that they will
furnish or cause to be furnished to the Trustee with respect to the Debt
Securities of each series:

       

      (a) not more
than 10 days after each record date with respect to the payment of interest, if
any, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such record date, and

       

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

       

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

       

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

       

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

       

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

       

      Section
5.03 Reports by
Trustee.  Within 60 days after each January 31, beginning with
the first January 31 following the date of this Indenture, and in any event on
or before April 1 in each year, the Trustee shall mail to Holders a brief report
dated as of such January 31 that complies with TIA Section 313 (a); provided,
however, that if no event described in TIA Section 313 (a) has occurred within
the twelve months preceding the reporting date, no report need be
transmitted.  The Trustee also shall comply with TIA Section 313
(b).

       

      Reports
pursuant to this Section 5.03 shall be transmitted by mail:

       

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

       

      (b) except in
the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a
Debt Security of any series whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section
5.01.

       

      
        
          
          

        

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

       

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

       

      ARTICLE
VI

       

      REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

       

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

       

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

       

      (b) default
in the payment of the principal of or premium, if any, on any Debt Securities of
that series as and when the same shall become due and payable, whether at Stated
Maturity, upon redemption, by declaration, upon required repurchase or
otherwise; or

       

      (c) default
in the payment of any sinking fund payment with respect to any Debt Securities
of that series as and when the same shall become due and payable, whether or not
such payment shall be prohibited by Article XII, if applicable; or

       

      (d) failure
on the part of the Issuers, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors, duly to observe or perform (i) any of its covenants or
agreements under Article X or (ii) any other of the covenants or agreements on
the part of the Issuers, or if applicable, any of the Subsidiary Guarantors, in
the Debt Securities of that series, in any resolution of the Board of Directors
authorizing the issuance of that series of Debt Securities, in this Indenture
with respect to such series or in any supplemental Indenture with respect to
such series (other than a covenant a default in the performance of which is
elsewhere in this Section specifically dealt with), and, in the case of clause
(ii), continuing for a period of 60 days after the date on which written notice
specifying such failure and requiring the Issuers, or if applicable, the
Subsidiary Guarantors, to remedy the same shall have been given to the Issuers,
or if applicable, the Subsidiary Guarantors, by the Trustee or to the Issuers,
or if applicable, the Subsidiary Guarantors, and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Debt Securities of that series
at the time Outstanding; or

       

      
        
          
          

        

        
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      (e) either of
the Issuers, or if any series of Debt Securities Outstanding under this
Indenture is entitled to the benefits of the Guarantee, any of the Subsidiary
Guarantors, pursuant to or within the meaning of any Bankruptcy
Law,

       

      (i) commences
a voluntary case,

       

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

       

      (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property; or

       

      (iv) makes a
general assignment for the benefit of its creditors;

       

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

       

      (i) is for
relief against either of the Issuers, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of the Guarantee,
any of the Subsidiary Guarantors, as debtor in an involuntary case,

       

      (ii) appoints
a Custodian of either of the Issuers, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of the
Guarantee,  any of the Subsidiary Guarantors, or a Custodian for all
or substantially all of the property of either of the Issuers, or if applicable,
any of the Subsidiary Guarantors, or

       

      (iii) orders
the liquidation of either of the Issuers, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of the Guarantee,
any of the Subsidiary Guarantors,

       

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

       

      (g) if any
series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of the Guarantee, the Guarantee of any of the Subsidiary Guarantors
ceases to be in full force and effect with respect to Debt Securities of that
series (except as otherwise provided in this Indenture) or is declared null and
void in a judicial proceeding or any of the Subsidiary Guarantors denies or
disaffirms its obligations under this Indenture or such Guarantee;
or

       

      (h) any other
Event of Default provided with respect to Debt Securities of that
series;

       

      
        
          
          

        

        
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      then and
in each and every case that an Event of Default described in clause (a), (b),
(c), (d), (g), or (h) with respect to Debt Securities of that series at the time
Outstanding occurs and is continuing, unless the principal of, premium, if any,
and accrued and unpaid interest on all the Debt Securities of that series shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that
series then Outstanding hereunder, by notice in writing to the Issuers (and to
the Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and interest on all the Debt Securities of that series
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or
in the Debt Securities of that series contained to the contrary
notwithstanding.  If an Event of Default described in clause (e) or
(f) occurs with respect to either of the Issuers, then and in each and every
such case, unless the principal of and accrued and unpaid interest on all the
Debt Securities shall have become due and payable, the principal of (or, if the
Debt Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms thereof),
premium, if any, and interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders, anything in
this Indenture or in the Debt Securities contained to the contrary
notwithstanding.

       

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

       

      Section
6.02 Collection of Debt by
Trustee, etc.  If an Event of Default occurs and is continuing,
the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid or enforce the
performance of any provision of the Debt Securities of the affected series or
this Indenture, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against any of
the Subsidiary Guarantors or the Issuers or any other obligor upon the Debt
Securities of such series (and collect in the manner provided by law out of the
property of any of the Subsidiary Guarantors or the Issuers or any other obligor
upon the Debt Securities of such series wherever situated the moneys adjudged or
decreed to be payable).

       

      In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of any of the Subsidiary Guarantors or the Issuers or any other obligor upon the
Debt Securities of any series under any Bankruptcy Law, or in case a Custodian
shall have been appointed for its property, or in case of any other similar
judicial proceedings relative to any of the Subsidiary Guarantors or the Issuers
or any other obligor upon the Debt Securities of any series, its creditors or
its property, the Trustee, irrespective of whether the principal of Debt
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 6.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of 

       

      
        
          
          

        

        
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principal,
premium, if any, and interest (or, if the Debt Securities of such series are
Original Issue Discount Debt Securities, such portion of the principal amount as
may be specified in the terms of such series) owing and unpaid in respect of the
Debt Securities of such series, and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee, its agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the Holders thereof allowed in any such judicial
proceedings relative to any of the Subsidiary Guarantors or the Issuers, or any
other obligor upon the Debt Securities of such series, its creditors or its
property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of such Holders and of the Trustee on their behalf, and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of such Holders to make payments to the Trustee, and, in the
event that the Trustee shall consent to the making of payments directly to such
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or bad
faith.

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      FOURTH:  The
remainder, if any, shall be paid to the Subsidiary Guarantors or the Issuers, as
applicable, or to whomsoever may be lawfully entitled to receive the same, or as
a court of competent jurisdiction may direct.

       

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

       

      Section
6.04 Limitation on Suits by
Holders.  No Holder of any Debt Security of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise, upon or under or with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default with respect to Debt Securities of that same series and of the
continuance thereof and unless the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have
made written request upon the Trustee to institute such action or proceedings in
respect of such Event of Default in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity or security as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity or security shall have failed to institute any such
action or proceedings and no direction inconsistent with such written request
shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended, and being expressly covenanted by the Holder of every
Debt Security with every other Holder and the Trustee, that no one or more
Holders shall have any right in any manner whatever by virtue or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of
any Holders, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all such
Holders.  For the protection and enforcement of the provisions of this
Section 6.04, each and every Holder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

       

      
        
          
          

        

        
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      Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security, on or after the
respective due dates expressed in such Debt Security, and to institute suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

       

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

       

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

       

      
        
          
          

        

        
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      Section
6.07 Trustee to Give Notice of
Events of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall, within 90 days after the
occurrence of an Event of Default, or if later, within 30 days after the Trustee
obtains actual knowledge of the Event of Default, with respect to a series of
Debt Securities give to the Holders thereof, in the manner provided in Section
13.03, notice of all Events of Default with respect to such series known to the
Trustee, unless such Events of Default shall have been cured or waived before
the giving of such notice; provided, that, except in the case of an Event
of  Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any
sinking fund payment with respect to the Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or
responsible officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders
thereof.

       

      Section
6.08 Requirement of an
Undertaking to Pay Costs in Certain Suits under the Indenture or Against the
Trustee.  All parties to this Indenture agree, and each Holder
of any Debt Security by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit in the manner and
to the extent provided in the TIA, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.08 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25 percent in principal amount of the Outstanding Debt
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security on or after the due date for such payment expressed in
such Debt Security.

       

      ARTICLE
VII

       

      CONCERNING
THE TRUSTEE

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      (ii) in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture; but the Trustee shall examine the evidence furnished to it
pursuant to Sections 4.05 and 4.06 to determine whether or not such evidence
conforms to the requirement of this Indenture;

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      Section
7.06 Compensation and
Reimbursement.  The Issuers covenant and agree to pay in
Dollars to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all services rendered by it hereunder (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and, except as otherwise expressly provided
herein, the Issuers will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents, attorneys and counsel and of all Persons not regularly in its employ),
including without limitation, Section 6.02, except any such expense,
disbursement or advances as may arise from its negligence, willful misconduct or
bad faith.  The Issuers also covenant to indemnify in Dollars the
Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence, willful misconduct or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim of liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The
obligations of the Issuers under this Section 7.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional Debt hereunder and shall survive the
satisfaction and discharge of this Indenture.  The Issuers and the
Holders agree that such additional Debt shall be secured by a Lien prior to that
of the Debt Securities upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of,
and premium, if any, or interest on, particular Debt Securities.

       

      
        
          
          

        

        
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      When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(e) or (f) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

       

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

       

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

       

      (a) the
Trustee fails to comply with Section 7.10;

       

      (b) the
Trustee is adjudged bankrupt or insolvent;

       

      (c) a
Custodian takes charge of the Trustee or its property; or

       

      (d) the
Trustee otherwise becomes incapable of acting.

       

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

       

      
        
          
          

        

        
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      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuers.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable
series.  The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the Lien provided for
in Section 7.06.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
7.10 Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a) of the TIA.  The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.  No obligor upon the Debt
Securities of a particular series or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee
for the Debt Securities of such series.  The Trustee shall comply with
Section 310(b) of the TIA; provided, however, that there shall be excluded from
the operation of Section 310(b)(1) of the TIA this Indenture or any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Issuers are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the TIA are
met.

       

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

       

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

       

      ARTICLE
VIII

       

      CONCERNING
THE HOLDERS

       

      Section
8.01 Evidence of Action by
Holders.  Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Debt
Securities of any or all series may take action (including the making of any
demand or request, the giving of any direction, notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, (b) by the record
of the Holders voting in favor thereof at any meeting of Holders duly called and
held in accordance with the provisions of Section 5.02, (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders
or (d) in the case of Debt Securities evidenced by a Global Security, by any
electronic transmission or other message, whether or not in written format, that
complies with the Depositary’s applicable procedures.

       

      Section
8.02 Proof of Execution of
Instruments and of Holding of Debt Securities.  Subject to the
provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities of any series shall be proved by the Debt Security
Register or by a certificate of the Registrar for such series. The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as
it shall deem necessary.

       

      
        
          
          

        

        
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      Section
8.03 Who May Be Deemed Owner of
Debt Securities.  Prior to due presentment for registration of
transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the
Trustee, any paying agent and any Registrar may deem and treat the Person in
whose name any Debt Security shall be registered upon the books of the Issuers
as the absolute owner of such Debt Security (whether or not such Debt Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and premium, if any, and (subject to Section 2.12) interest on such Debt
Security and for all other purposes, and none of the Issuers, the Subsidiary
Guarantors or the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
IX

       

      SUPPLEMENTAL
INDENTURES

       

      Section
9.01 Purposes for Which
Supplemental Indenture May Be Entered into Without Consent of
Holders.  The Issuers and any Subsidiary Guarantors, when
authorized by resolutions of each Issuer’s Board of Directors, and the Trustee
may from time to time and at any time, without the consent of Holders, enter
into an Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

       

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

       

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

       

      (c) to cure
any ambiguity or omission or to correct or supplement any provision contained
herein, in any supplemental Indenture or in any Debt Securities of any series
that may be defective or inconsistent with any other provision contained herein,
in any supplemental Indenture or in the Debt Securities of such series; to
convey, transfer, assign, mortgage or pledge any property to or with the
Trustee;

       

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

       

      (e) to permit
or facilitate the issuance of Debt Securities of any series in uncertificated
form;

       

      (f) to
reflect the release of any Subsidiary Guarantor in accordance with Article
XIV;

       

      
        
          
          

        

        
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      (g) to add
Subsidiary Guarantors with respect to any or all of the Debt Securities or to
secure any or all of the Debt Securities or the Guarantee;

       

      (h) to make
any change that does not adversely affect the rights hereunder of any
Holder;

       

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

       

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

       

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

       

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

       

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

       

      Section
9.02 Modification of Indenture
with Consent of Holders of Debt Securities.  Without notice to
any Holder but with the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental
Indenture (including consents obtained in connection with a tender offer or
exchange offer for any such series of Debt Securities), the Issuers and the
Subsidiary Guarantors, when authorized by resolutions of each Issuer’s Board of
Directors, and the Trustee may from time to time and at any time enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of such
series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall: reduce the percentage in
principal amount of Debt Securities of 

       

      
        
          
          

        

        
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any
series whose Holders must consent to an amendment or waiver; reduce the rate of
or extend the time for payment of interest on any Debt Security; reduce the
principal of or extend the Stated Maturity of any Debt Security; reduce any
premium payable upon the redemption of any Debt Security or change the time at
which any Debt Security may or shall be redeemed in accordance with Article
III;  make any Debt Security payable in currency other than that
stated in such Debt Security; impair the right of any Holder to receive payment
of premium, if any, principal of and interest on such Holder’s Debt Securities
on or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such Holder’s Debt Securities; release any
security that may have been granted in respect of the Debt Securities, other
than in accordance with this Indenture; make any change in Section 6.06 or this
Section 9.02; or, except as provided in Section 11.02(b) or Section14.04,
release the Subsidiary Guarantors other than as provided in this Indenture or
modify the Guarantee in any manner adverse to the Holders.

      

       

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

       

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

       

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

       

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

       

      Section
9.03 Effect of Supplemental
Indentures.  Upon the execution of any supplemental Indenture
pursuant to the provisions of this Article IX, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuers, the Subsidiary Guarantors and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental Indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

       

      
        
          
          

        

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

       

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

       

      ARTICLE
X

       

      CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

       

      Section
10.01 Consolidations and Mergers
of the Issuers.  Neither of the Issuers may consolidate or
amalgamate with or merge with or into any Person, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all its assets to any Person,
whether in a single transaction or a series of related transactions, unless: (a)
either (i) such Issuer shall be the surviving Person in the case of a merger or
(ii) the resulting, surviving or transferee Person if other than such Issuer
(the “Successor Company”), shall be a partnership, limited liability company or
corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia (provided that if such Issuer is
Finance Corp. and at such time the Company is not a corporation, the resulting,
surviving or transferee Person shall be a corporation so organized and existing)
and the Successor Company shall expressly assume, by an Indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of such Issuer under this Indenture and the Debt
Securities according to their tenor; (b) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Company or any Subsidiary of such Issuer as a result
of such transaction as having been incurred by the Successor Company or such
Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default would occur or be continuing; (c) if such Issuer is
not the continuing Person, then each Subsidiary Guarantor, unless it has become
the Successor Company, shall confirm that its Guarantee shall continue to apply
to the obligations under the Debt Securities and this Indenture; and (d) the
Issuers shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, amalgamation, merger
or disposition and such supplemental Indenture (if any) comply with this
Indenture.

       

      Section
10.02 Rights and Duties of
Successor Company.  In case of any consolidation, amalgamation
or merger where such Issuer is not the continuing Person, or disposition of all
or substantially all of the assets of such Issuer in accordance with Section
10.01, the Successor Company shall succeed to and be substituted for such Issuer
with the same effect as if it had been named herein as the respective party to
this Indenture, and the predecessor entity shall be released from all
liabilities and obligations under this Indenture and the Debt Securities, except
that no such release will occur in the case of a lease of all or substantially
all of such Issuer’s assets.  The Successor Company thereupon may
cause to be signed, and may issue either in its own name or in the name of such
Issuer, any or all the Debt Securities issuable hereunder which theretofore
shall not have been signed by  or on behalf of such Issuer and
delivered to the Trustee; and, upon the order of the Successor Company, instead
of such Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which previously shall have been signed and delivered by or on behalf
of such Issuer to the Trustee for authentication, and any Debt Securities which
the Successor Company thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All the Debt Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Debt Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all such Debt Securities had been issued at the date of
the execution hereof.

       

      
        
          
          

        

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

       

      ARTICLE
XI

       

      SATISFACTION
AND DISCHARGE OF

       

      INDENTURE;
DEFEASANCE; UNCLAIMED MONEYS

       

      Section
11.01 Applicability of
Article.  The provisions of this Article XI relating to
discharge or defeasance of Debt Securities shall be applicable to each series of
Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt
Securities of such series.

       

      Section
11.02 Satisfaction and Discharge
of Indenture; Defeasance.

       

      (a) If at any
time the Issuers shall have delivered to the Trustee for cancellation all Debt
Securities of any series theretofore authenticated and delivered (other than any
Debt Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.09
and  Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Issuers as provided in Section
11.05) or all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Issuers shall have deposited or
cause to be deposited with the Trustee as trust funds the entire amount in cash
sufficient to pay at final maturity or upon redemption all Debt Securities of
such series not theretofore delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due on such date of
maturity or Redemption Date, as the case may be, and if in either case the
Issuers shall also pay or cause to be paid all other sums payable hereunder by
the Issuers with respect to the Debt Securities of such series, then this
Indenture shall cease to be of further effect (except as provided in Section
11.02(c)) with respect to the Debt Securities of such series, and the Trustee,
on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion
of Counsel and at the cost and expense of the Issuers, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Debt Securities of such series.

       

      
        
          
          

        

        
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      (b) Subject
to Sections 11.02(c), 11.03 and 11.07, the Issuers at any time may terminate,
with respect to Debt Securities of a particular series,  all its
obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series (“legal defeasance option”) or the
operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to
such Debt Securities pursuant to Section 2.03, (y) Sections 6.01(d), (g) and (h)
and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and
(f) (“covenant defeasance option”).  If the Issuers exercise either
their legal defeasance option or their covenant defeasance option with respect
to Debt Securities of a particular series that are entitled to the benefit of
the Guarantee, the Guarantee will terminate with respect to that series of Debt
Securities.  The Issuers may exercise their legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.

       

      If the
Issuers exercise their legal defeasance option, payment of the Debt Securities
of the defeased series may not be accelerated because of an Event of
Default.  If the Issuers exercise their covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Subsidiary Guarantors only, Sections 6.01(e) and
(f).

       

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

       

      (c) Notwithstanding
clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09,
4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05,
11.06 and 11.07 shall survive until the Debt Securities of the defeased series
have been paid in full.  Thereafter, the Issuers’ obligations in
Sections 7.06, 11.05 and 11.06 shall survive.

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      (e) the
deposit does not constitute a default under any other agreement binding on the
Issuers;

       

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

       

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

       

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

       

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

       

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

       

      Section
11.04 Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article
XI.  It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Debt Securities of the defeased series.  

       

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

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      ARTICLE
XII

       

      [RESERVED]

       

      This
Article XII has been intentionally omitted.

       

      ARTICLE
XIII

       

      MISCELLANEOUS
PROVISIONS

       

      Section
13.01 Successors and Assigns of
Issuers Bound by Indenture.  All the covenants, stipulations,
promises and agreements in this Indenture contained by or in behalf of the
Issuers, the Subsidiary Guarantors or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.

       

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

       

      Section
13.03 Required Notices or
Demands.  Any notice or communication by the Issuers, the
Subsidiary Guarantors or the Trustee to the others is duly given if in writing
in the English language and delivered in Person or mailed by registered or
certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address:

       

      If to the
Issuers or any Subsidiary Guarantor:

       

      Vanguard
Natural Resources, LLC

      7700 San
Felipe, Suite 485

      Houston,
Texas 77063

      Attention:
Chief Financial Officer

      Telecopy
No. (832) 327-2255

       

      If to the
Trustee:

       

      [____________________]

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

      The
Issuers, any Subsidiary Guarantor or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

       

      All
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; on
the first Business Day on or after being sent, if telecopied and the sender
receives confirmation of successful transmission; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

       

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

       

      Notwithstanding
the foregoing, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 2.03, shall be sufficiently given if given in the manner
specified pursuant to Section 2.03.

       

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

       

      In the
event it shall be impracticable to give notice by publication, then such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

       

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

       

      Section
13.04 Indenture and Debt
Securities to Be Construed in Accordance with the Laws of the State of New
York.  THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEE
SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

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

       

      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he 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 such
Person, such condition or covenant has been complied with.

       

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

       

      Section
13.07 Provisions Required by TIA
to Control.  If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of Sections
310 to 318, inclusive, of the TIA, such required provision shall
control.

       

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

       

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

       

      Section
13.10 No Recourse Against
Others.  The Company and its directors, officers, employees and
members, as such, shall have no liability for any obligations of the Subsidiary
Guarantors or the Issuers under the Debt Securities, this Indenture or the
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  By accepting a Debt Security, each
Holder shall be deemed to have waived and released all such
liability.  The waiver and release shall be part of the consideration
for the issue of the Debt Securities.

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      ARTICLE
XIV

       

      GUARANTEE

       

      Section
14.01 Unconditional
Guarantee.

       

      (a) Notwithstanding
any provision of this Article XIV to the contrary, the provisions of this
Article XIV shall be applicable only to, and inure solely to the benefit of, the
Debt Securities of any series designated, pursuant to Section 2.03, as entitled
to the benefits of the Guarantee of each of the Subsidiary
Guarantors.

       

      (b) For value
received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the
due and punctual payment of the principal of, and premium, if any, and interest
on the Debt Securities and all other amounts due and payable under this
Indenture and the Debt Securities by the Issuers, when and as such principal,
premium, if any, and interest shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Debt Securities and this Indenture,
subject to the limitations set forth in Section 14.03.

       

      (c) Failing
payment when due of any amount guaranteed pursuant to the Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and severally
obligated to pay the same immediately.  The Guarantee hereunder is
intended to be a general, unsecured, senior obligation of each of the Subsidiary
Guarantors and will rank pari passu in right of payment with all Debt of each
Subsidiary Guarantor that is not, by its terms, expressly subordinated in right
of payment to the Guarantee.  Each of the Subsidiary Guarantors hereby
agrees that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Debt
Securities, the Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Debt Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against either of the
Issuers or any other Subsidiary Guarantor, or any action to enforce the same or
any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of any of the Subsidiary Guarantors.  Each of the
Subsidiary Guarantors hereby agrees that in the event of a default in payment of
the principal of, or premium, if any, or interest on the Debt Securities,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, legal proceedings may be instituted by the Trustee on
behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms
and conditions set forth in this Indenture, directly against such Subsidiary
Guarantor to enforce the Guarantee without first proceeding against either of
the Issuers or any other Subsidiary Guarantor.

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      (d) The
obligations of each of the Subsidiary Guarantors under this Article XIV shall be
as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (A) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of any of the Issuers or the Subsidiary Guarantors
contained in the Debt Securities or this Indenture, (B) any impairment,
modification, release or limitation of the liability of any of the Issuers or
the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy
for the enforcement thereof, resulting from the operation of any present or
future provision of any applicable Bankruptcy Law, as amended, or other statute
or from the decision of any court, (C) the assertion or exercise by any of the
Issuers, the Subsidiary Guarantors or the Trustee of any rights or remedies
under the Debt Securities or this Indenture or their delay in or failure to
assert or exercise any such rights or remedies, (D) the assignment or the
purported assignment of any property as security for the Debt Securities,
including all or any part of the rights of any of the Issuers or the Subsidiary
Guarantors under this Indenture, (E) the extension of the time for payment by
any of the Issuers or the Subsidiary Guarantors of any payments or other sums or
any part thereof owing or payable under any of the terms and provisions of the
Debt Securities or this Indenture or of the time for performance by any of the
Issuers or the Subsidiary Guarantors of any other obligations under or arising
out of any such terms and provisions or the extension or the renewal of any
thereof, (F) the modification or amendment (whether material or otherwise) of
any duty, agreement or obligation of any of the Issuers or the Subsidiary
Guarantors set forth in this Indenture, (G) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
of the  assets, marshaling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, any of the Issuers or the Subsidiary Guarantors or any of their
respective assets, or the disaffirmance of the Debt Securities, the Guarantee or
this Indenture in any such proceeding, (H) the release or discharge of any of
the Issuers or the Subsidiary Guarantors from the performance or observance of
any agreement, covenant, term or condition contained in any of such instruments
by operation of law, (I) the unenforceability of the Debt Securities, the
Guarantee or this Indenture or (J) any other circumstances (other than payment
in full or discharge of all amounts guaranteed pursuant to the Guarantee) which
might otherwise constitute a legal or equitable discharge of a surety or
guarantor.

       

      (e) Each of
the Subsidiary Guarantors hereby (A) waives diligence, presentment, demand of
payment, filing of claims with a court in the event of the merger, insolvency or
bankruptcy of any of the Issuers or the Subsidiary Guarantors, and all demands
whatsoever, (B) acknowledges that any agreement, instrument or document
evidencing the Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to it and (C) covenants that
the Guarantee will not be discharged except by complete performance of the
Guarantee.  Each of the Subsidiary Guarantors further agrees that if
at any time all or any part of any payment theretofore applied by any Person to
the Guarantee is, or must be, rescinded or returned for any reason whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of
any of the Issuers or the Subsidiary Guarantors, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      (f) Each of
the Subsidiary Guarantors shall be subrogated to all rights of the Holders and
the Trustee against the Issuers in respect of any amounts paid by such
Subsidiary Guarantor pursuant to the provisions of this Indenture, provided,
however, that such Subsidiary Guarantor, shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation
until all of the Debt Securities and the Guarantee shall have been paid in full
or discharged.

       

      Section
14.02 Execution and Delivery of
Guarantee.  To further evidence the Guarantee set forth in
Section 14.01, each of the Subsidiary Guarantors hereby agrees that a notation
relating to such Guarantee, substantially in the form attached hereto as Annex
A, shall be endorsed on each Debt Security entitled to the benefits of the
Guarantee authenticated and delivered by the Trustee and executed by either
manual or facsimile signature of an Officer of such Subsidiary
Guarantor.  Each of the Subsidiary Guarantors hereby agrees that the
Guarantee set forth in Section 14.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Debt Security a notation relating
to the Guarantee.  If any Officer of any Subsidiary Guarantor whose
signature is on this Indenture or a Debt Security no longer holds that office at
the time the Trustee authenticates such Debt Security or at any time thereafter,
the Guarantee of such Debt Security shall be valid nevertheless.  The
delivery of any Debt Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Subsidiary Guarantors.

       

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

       

      Section
14.03 Limitation on Subsidiary
Guarantors’ Liability.  Each Subsidiary Guarantor and by its
acceptance hereof each Holder of a Debt Security entitled to the benefits of the
Guarantee hereby confirm that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to the Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any Federal or state
law.  To effectuate the foregoing intention, the Holders of a Debt
Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under
the Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under the Guarantee, not result in the obligations of such
Subsidiary Guarantor under the Guarantee constituting a fraudulent conveyance or
fraudulent transfer under Federal or state law.

       

      Section
14.04 Release of Subsidiary
Guarantors from Guarantee.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      (a) Notwithstanding
any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set forth
in Section 11.02(b) and in this Section 14.04. Provided that no Default shall
have occurred and shall be continuing under this Indenture, the Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be
unconditionally released and discharged (i) automatically upon (A) any sale,
exchange or transfer, whether by way of merger or otherwise, to any Person that
is not an Affiliate of the Company, of all of the Company’s direct or indirect
limited partnership or other equity interests in such Subsidiary Guarantor
(provided such sale, exchange or transfer is not prohibited by this Indenture)
or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any
other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture) or (ii)
upon the Issuers’ delivery of a written notice to the Trustee of the release or
discharge of all guarantees by such Subsidiary Guarantor of any Debt of the
Issuers other than obligations arising under this Indenture and any Debt
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees.

       

      (b) The
Trustee shall deliver an appropriate instrument evidencing any release of a
Subsidiary Guarantor from the Guarantee upon receipt of a written request of the
Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel to the
effect that the Subsidiary Guarantor is entitled to such release in accordance
with the provisions of this Indenture.  Any Subsidiary Guarantor not
so released shall remain liable for the full amount of principal of (and
premium, if any) and interest on the Debt Securities entitled to the benefits of
the Guarantee as provided in this Indenture, subject to the limitations of
Section 14.03.

       

      Section
14.05 Subsidiary Guarantor
Contribution.  In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors hereby
agree, inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding
Guarantor shall be entitled to a contribution from each other Subsidiary
Guarantor (if any) in a pro rata amount based on the net assets of each
Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by that Funding Guarantor in discharging the Issuers’
obligations with respect to the Debt Securities or any other Subsidiary
Guarantor’s obligations with respect to the Guarantee.

       

      [Remainder
of This Page Intentionally Left Blank.]

       


      
        
          
             

          

           


        

        
          56

          
            

          

        

        
           


        

      


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

       

      
        	
                 
      

              	
                VANGUARD
      NATURAL RESOURCES, LLC

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      VNR
FINANCE CORP.

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                ARIANA
      ENERGY, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                TRUST
      ENERGY COMPANY, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                VANGUARD
      NATURAL GAS, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                VANGUARD
      PERMIAN, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                VNR
      HOLDINGS, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                [____________________],
      as Trustee

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
A

       

      NOTATION
OF GUARANTEE

       

      Each of
the Subsidiary Guarantors (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Debt Securities and all other amounts due and payable under the Indenture
and the Debt Securities by the Issuers.

       

      The
obligations of the Subsidiary Guarantors to the Holders of Debt Securities and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article XIV of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee.

       

      


       

      


       

      
        	
                 
      

              	
                ARIANA
      ENERGY, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                TRUST
      ENERGY COMPANY, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      


      
        
          
             

          

           


        

        
          A-1

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                VANGUARD
      NATURAL GAS, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                VANGUARD
      PERMIAN, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      


      
        	
                 
      

              	
                VNR
      HOLDINGS, LLC

              


      

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL GAS, LLC,

              


      

      its sole
member

      


      
        	
                 
      

              	
                By:

              	
                VANGUARD
      NATURAL RESOURCES, LLC, its sole
member

              


      

      


      


      
        	
                 
      

              	
                By:

              	 	 


      

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


       

      


       


      
        
          
             

          

           


        

        
          A-2