Exhibit 4.5

    
      

      

    

     

    


    


    


    
      GHL ACQUISITION CORP. as the
Company

    

    


    and

    


    


    


    as Trustee

    


    


    


    


    


    


    Subordinated
Indenture

    


    Dated as
of                                   ,
20

    


     

    


    


    
      

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    TABLE OF CONTENTS

    _____________

    


    PAGE

    


    ARTICLE 1


    DEFINITIONS
AND INCORPORATION
BY REFERENCE

    


    
      
        
          	
                  Section 1.01.

                	
                  Definitions.

                	
                  1

                
	
                  Section 1.02.

                	
                  Other
      Definitions

                	
                  8

                
	
                  Section 1.03.

                	
                  Incorporation by Reference of
      Trust Indenture Act

                	
                  8

                
	
                  Section 1.04.

                	
                  Rules of
      Construction

                	
                  9

                


        

      

    

    


    ARTICLE 2


    THE SECURITIES

    


    
      
        
          	
                  Section 2.01.

                	
                  Form and
    Dating

                	
                  10

                
	
                  Section 2.02.

                	
                  Execution And
      Authentication

                	
                  10

                
	
                  Section 2.03.

                	
                  Amount Unlimited; Issuable in
      Series

                	
                  12

                
	
                  Section 2.04.

                	
                  Denomination and Date of
      Securities; Payments of Interest

                	
                  17

                
	
                  Section 2.05.

                	
                  Registrar and Paying Agent; Agents
      Generally

                	
                  18

                
	
                  Section 2.06.

                	
                  Paying Agent to Hold Money in
      Trust

                	
                  19

                
	
                  Section 2.07.

                	
                  Transfer and
      Exchange

                	
                  20

                
	
                  Section 2.08.

                	
                  Replacement
      Securities

                	
                  23

                
	
                  Section 2.09.

                	
                  Outstanding
      Securities

                	
                  25

                
	
                  Section 2.10.

                	
                  Temporary
      Securities

                	
                  25

                
	
                  Section 2.11.

                	
                  Cancellation

                	
                  26

                
	
                  Section 2.12.

                	
                  CUSIP
    Numbers

                	
                  27

                
	
                  Section 2.13.

                	
                  Defaulted
      Interest

                	
                  27

                
	
                  Section 2.14.

                	
                  Series May Include
      Tranches

                	
                  27

                


        

      

    

    


    ARTICLE 3


    REDEMPTION

    


    
      
        
          
            	
                    Section 3.01.

                  	
                    Applicability of
      Article

                  	
                    28

                  
	
                    Section 3.02.

                  	
                    Notice of Redemption; Partial
      Redemptions

                  	
                    29

                  
	
                    Section 3.03.

                  	
                    Payment Of Securities Called For
      Redemption

                  	
                    31

                  
	
                    Section 3.04.

                  	
                    Exclusion of Certain Securities
      from Eligibility for
      Selection for
      Redemption

                  	
                    33

                  
	
                    Section 3.05.

                  	
                    Mandatory and Optional Sinking
      Funds

                  	
                    33

                  


          

        

      

    

    


    ARTICLE 4


    COVENANTS

    


    
      
        
          	
                  Section 4.01.

                	
                  Payment of Securities

                	
                  36

                
	
                  Section 4.02.

                	
                  Maintenance of Office or
      Agency

                	
                  37

                


        

      

    

    


    i

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    
      
        
          	
                  Section 4.03.

                	
                  Securityholders’ Lists

                	
                  38

                
	
                  Section 4.04.

                	
                  Certificate to
      Trustee

                	
                  39

                
	
                  Section 4.05.

                	
                  Reports by the
      Company

                	
                  39

                
	
                  Section 4.06.

                	
                  Additional
      Amounts

                	
                  39

                


        

      

    

    


    


    ARTICLE 5


    SUCCESSOR CORPORATION

    


    
      
        
          	
                  Section 5.01.

                	
                  When Company May Merge,
      Etc.

                	
                  41

                
	
                  Section 5.02.

                	
                  Successor
      Substituted

                	
                  42

                


        

      

    

    


    ARTICLE 6


    DEFAULT AND REMEDIES

    


    
      
        
          	
                  Section 6.01.

                	
                  Events of
      Default

                	
                  42

                
	
                  Section 6.02.

                	
                  Acceleration

                	
                  44

                
	
                  Section 6.03.

                	
                  Other
    Remedies

                	
                  46

                
	
                  Section 6.04.

                	
                  Waiver of Past
      Defaults

                	
                  46

                
	
                  Section 6.05.

                	
                  Control by
      Majority

                	
                  47

                
	
                  Section 6.06.

                	
                  Limitation on
      Suits

                	
                  47

                
	
                  Section 6.07.

                	
                  Rights of Holders to Receive
      Payment

                	
                  48

                
	
                  Section 6.08.

                	
                  Collection Suit by
      Trustee

                	
                  48

                
	
                  Section 6.09.

                	
                  Trustee May File Proofs of
      Claim

                	
                  49

                
	
                  Section 6.10.

                	
                  Application of
      Proceeds

                	
                  50

                
	
                  Section 6.11.

                	
                  Restoration of Rights and
      Remedies

                	
                  51

                
	
                  Section
    6.12.

                	
                  Undertaking for
      Costs

                	
                  51

                
	
                  Section 6.13.

                	
                  Rights and Remedies
      Cumulative

                	
                  52

                
	
                  Section 6.14.

                	
                  Delay or Omission not
      Waiver

                	
                  52

                


        

      

    

    


    ARTICLE 7


    TRUSTEE

    


    
      
        
          	
                  Section 7.01.

                	
                  General

                	
                  52

                
	
                  Section 7.02.

                	
                  Certain Rights of
      Trustee

                	
                  53

                
	
                  Section 7.03.

                	
                  Individual Rights of
      Trustee

                	
                  55

                
	
                  Section 7.04.

                	
                  Trustee's
      Disclaimer

                	
                  56

                
	
                  Section 7.05.

                	
                  Notice of
      Default

                	
                  56

                
	
                  Section 7.06.

                	
                  Reports by Trustee to
      Holders

                	
                  57

                
	
                  Section 7.07.

                	
                  Compensation and
      Indemnity

                	
                  57

                
	
                  Section 7.08.

                	
                  Replacement of
      Trustee

                	
                  58

                
	
                  Section
    7.09.

                	
                  Acceptance of Appointment by
      Successor

                	
                  59

                
	
                  Section 7.10.

                	
                  Successor Trustee By Merger,
      Etc.

                	
                  61

                
	
                  Section 7.11.

                	
                  Eligibility

                	
                  61

                
	
                  Section 7.12.

                	
                  Money Held in
      Trust

                	
                  61

                


        

      

    

    


    


    ii

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    ARTICLE 8


    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

    


    
      
        
          
            
              	
                      Section 8.01.

                    	
                      Satisfaction and Discharge of
      Indenture

                    	
                      61

                    
	
                      Section 8.02.

                    	
                      Application by Trustee of Funds Deposited
      for Payment of Securities

                    	
                      64

                    
	
                      Section 8.03.

                    	
                      Repayment of Moneys Held by Paying
      Agent

                    	
                      64

                    
	
                      Section 8.04.

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

                    	
                      64

                    
	
                      Section 8.05.

                    	
                      Defeasance and Discharge
      of
      Indenture

                    	
                      65

                    
	
                      Section 8.06.

                    	
                      Defeasance of Certain
      Obligations

                    	
                      69

                    
	
                      Section 8.07.

                    	
                      Reinstatement

                    	
                      71

                    
	
                      Section
    8.08.

                    	
                      Indemnity

                    	
                      72

                    
	
                      Section
    8.09.

                    	
                      Excess
    Funds.

                    	
                      72

                    
	
                      Section
    8.10.

                    	
                      Qualifying
      Trustee

                    	
                      72

                    


            

          

        

      

    

    


    ARTICLE 9


    AMENDMENTS, SUPPLEMENTS
AND WAIVERS

    


    
      
        
          	
                  Section 9.01.

                	
                  Without Consent of
      Holders

                	
                  73

                
	
                  Section 9.02.

                	
                  With Consent of
      Holders

                	
                  74

                
	
                  Section 9.03.

                	
                  Revocation and Effect of
      Consent

                	
                  75

                
	
                  Section 9.04.

                	
                  Notation on or Exchange of
      Securities

                	
                  76

                
	
                  Section 9.05.

                	
                  Trustee to Sign Amendments,
      Etc.

                	
                  76

                
	
                  Section 9.06.

                	
                  Conformity with Trust Indenture
      Act

                	
                  77

                


        

      

    

    


    ARTICLE 10


    MISCELLANEOUS

    


    
      
        
          	
                  Section 10.01. 
      

                	
                  Trust Indenture Act of
      1939

                	
                  77

                
	
                  Section 10.02.

                	
                  Notices

                	
                  77

                
	
                  Section 10.03.

                	
                  Certificate and Opinion as to
      Conditions Precedent

                	
                  79

                
	
                  Section 10.04.

                	
                  Statements Required in
      Certificate or
      Opinion

                	
                  79

                
	
                  Section 10.05.

                	
                  Evidence of
      Ownership

                	
                  80

                
	
                  Section 10.06.

                	
                  Rules by Trustee, Paying Agent or
      Registrar

                	
                  81

                
	
                  Section 10.07.

                	
                  Payment Date Other Than a Business
      Day

                	
                  81

                
	
                  Section 10.08.

                	
                  Governing
    Law

                	
                  82

                
	
                  Section 10.09.

                	
                  No Adverse Interpretation of
      Other
      Agreements

                	
                  82

                
	
                  Section 10.10.

                	
                  Successors

                	
                  82

                
	
                  Section 10.11.

                	
                  Duplicate
      Originals

                	
                  82

                
	
                  Section 10.12.

                	
                  Separability

                	
                  82

                
	
                  Section 10.13.

                	
                  Table of Contents, Headings,
      Etc.

                	
                  82

                
	
                  Section 10.14.

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

                	
                  83

                


        

      

    

    


    iii

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    
      
        	
                Section 10.15. 
      

              	
                Judgment
      Currency

              	
                83

              


      

    

    


    ARTICLE 11

    SUBORDINATION
OF SECURITIES

    


    
      
        
          	
                  Section 11.01. 
      

                	
                  Agreement to
      Subordinate

                	
                  84

                
	
                  Section 11.02.

                	
                  Payments to Securityholders

                	
                  85

                
	
                  Section 11.03.

                	
                  Subrogation of
      Securities

                	
                  87

                
	
                  Section 11.04.

                	
                  Authorization by
      Securityholders

                	
                  89

                
	
                  Section 11.05.

                	
                  Notice to
      Trustee

                	
                  89

                
	
                  Section 11.06.

                	
                  Trustee’s Relation to Senior
      Indebtedness

                	
                  91

                
	
                  Section 11.07.

                	
                  No Impairment of
      Subordination

                	
                  91

                


        

      

    

     

    


    


    iv

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


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

    


    RECITALS OF THE
COMPANY

    


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

    


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

    


    NOW, THEREFORE:

    


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

    


    


    ARTICLE
1


    DEFINITIONS
AND INCORPORATION
BY REFERENCE

    


    Section
1.01.  Definitions.

    


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

    


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

    


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

    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


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

    


    “Bank Credit
Agreement” means each of (i) the Term Loan Credit
Agreement, as such Agreement has been and may be amended, restated, supplemented
or otherwise modified from time to time, and (ii) the Revolving
Credit Agreement, as such
Agreement has been and may be amended, restated, supplemented or otherwise
modified from time to time, and includes any agreement extending the maturity
of, or restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder that are Subsidiaries
of the Company and whose obligations are guaranteed by the Company thereunder)
all or any portion of, the Debt under such Agreements or any successor
agreements and includes any agreement with one or more banks or other lending institutions refinancing
all or any portion of the Debt under such Agreement or any successor
agreements.

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    


    “Currency
Agreement” means, with respect to any Person, any
foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect such Person or any of its Subsidiaries against fluctuations in currency
values to or under which such Person or any of its Subsidiaries is a party or a
beneficiary on the date hereof or becomes a
party or a beneficiary thereafter.

    


    “Debt” means, with respect to any Person at
any date of determination (without duplication), (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments, (iii) all obligations of such Person in respect of
letters of credit or bankers’ acceptance or other similar instruments
(or reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the
deferred purchase price of property or services, except Trade Payables, (v) all
obligations of such Person as lessee under Capital Leases, (vi) all Debt of
others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such
Person; provided that, for purposes of determining the amount of any Debt of the
type described in this clause, if recourse with respect to such Debt is limited
to such asset, the amount of such Debt shall be limited to the lesser of the fair market value of
such asset or the amount of such Debt, (vii) all Debt of others Guaranteed by
such Person to the extent such Debt is Guaranteed by such Person, (viii) all
redeemable stock valued at the greater of its voluntary or involuntary liquidation preference plus
accrued and unpaid dividends and (ix) to the extent not otherwise included in
this definition, all obligations of such Person under Currency Agreements and
Interest Rate Agreements.

    


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

    


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

    


    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


    such series shall mean the Depositary
with respect to the Registered Global Securities of that series.

    


    “Designated Senior
Indebtedness” means (i) Debt under the Bank Credit
Agreements and (ii) Debt constituting Senior Indebtedness which, at the time of
its determination, (A) has an aggregate principal amount of at least
$                
million and (B) is specifically designated in the instrument
evidencing such Senior Indebtedness as “Designated Senior
Indebtedness” by the
Company.

    


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

    


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

    


    “Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation of such other Person (whether arising by virtue of partnership arrangements, or by
agreement to keepwell, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
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 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” or “Securityholder” means the registered holder of any
Security with respect to Registered Securities and the bearer of any
Unregistered Security or any coupon appertaining thereto, as the case may
be.

    


    “Indenture” means this Indenture as originally
executed and delivered or as it may be amended or supplemented from time to time
by one or more indentures supplemental to this Indenture entered into pursuant
to the applicable
provisions of this Indenture and shall include the forms and terms of
the

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    


    Securities of each series established as
contemplated pursuant to Sections 2.01 and 2.03.

    


    “Interest Rate
Agreement” means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or other similar
agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates to or under which such
Person or any of its Subsidiaries is a party or a beneficiary on the
date hereof or becomes a party or a
beneficiary thereafter.

    


    “Lien” means, with respect to any property,
any mortgage, lien, pledge, charge, security interest or encumbrance of any kind
in respect of such property. For purposes of this Indenture, the Company
shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such
property.

    


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

    


    “Officers’
Certificate” means a certificate signed in the name
of the Company (i) by the chairman of the board of directors, the president or
chief executive officer, an executive vice president, a senior vice president or a vice president
and (ii) by the chief financial officer, the treasurer or any assistant
treasurer, or the secretary or any assistant secretary, and delivered to the
Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and
include (except as otherwise expressly provided in this Indenture) the
statements provided in Section 10.04, if applicable.

    


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

    


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

    


    


    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Revolving Credit
Agreement” means the Revolving Credit Agreement,
dated May 31, 2007, among the Company, Bank of America, N.A., as administrative
agent, swing line lender and L/C issuer, and the lenders party thereto.

    


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

    


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

    


    “Senior
Indebtedness” means the principal of (and premium, if
any) and interest on all Debt of the Company whether created, incurred or
assumed before, on or after the date of this Indenture; provided that such Senior
Indebtedness shall

    


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    not include (i) Debt of the Company
that, when incurred and without respect to any election under Section 1111(b) of
Title 11, U.S. Code, was
without recourse, (ii) any other Debt of the Company which by the terms of the
instrument creating or evidencing the same are specifically designated as not
being senior in right of payment to the Securities, and in particular the
Securities shall rank pari passu with all other debt
securities and guarantees issued to any trust, partnership or other entity
affiliated with the Company which is a financing vehicle of the Company in
connection with an issuance of preferred securities by such financing
entity and (iii) redeemable stock of the
Company.

    


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

    


    “Term Loan
Agreement” means the Term Loan Credit Agreement,
dated May 31, 2007, among the Company, Bank of America, N.A., as administrative agent, and
the lenders party thereto.

    


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

    


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

    


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

    


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

    


    “U.S. Government
Obligations” means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of an agency or instrumentality
of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, and shall
also

    


    


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    include a depository receipt issued by a
bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

    


    “Yield to
Maturity” means, as the context may require, the
yield to maturity (i) on a series of Securities or (ii) if the Securities of a
series are issuable from
time to time, on a Security of such series, calculated at the time of issuance
of such series in the case of clause (i) or at the time of issuance of such
Security of such series in the case of clause (ii), or, if applicable, at the
most recent redetermination of interest
on such series or on such Security, and calculated in accordance with the
constant interest method or such other accepted financial practice as is
specified in the terms of such Security.

     

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

    

    


    
      
        
          
            
              
                	
                        Term

                      	
                        Section

                      
	
                        Authenticating
      Agent

                      	
                        2.02

                      
	
                        Cash
      Transaction

                      	
                        7.03

                      
	
                        Dollars

                      	
                        4.02

                      
	
                        Event of
      Default

                      	
                        6.01

                      
	
                        Judgment
      Currency

                      	
                          
      10.15(a)

                      
	
                        mandatory sinking fund
      payment

                      	
                        3.05

                      
	
                        optional sinking fund
      payment

                      	
                        3.05

                      
	
                        Paying
Agent

                      	
                        2.05

                      
	
                        Payment Blockage
      Period

                      	
                        11.02

                      
	
                        record date

                      	
                        2.04

                      
	
                        Registrar

                      	
                        2.05

                      
	
                        Required
      Currency

                      	
                          
      10.15(a)

                      
	
                        Security
      Register

                      	
                        2.05

                      
	
                        self-liquidating
      paper

                      	
                        7.03

                      
	
                        sinking fund payment
      date

                      	
                        3.05

                      
	
                        tranche

                      	
                        2.14

                      


              

            

          

        

      

    

     

    
      Section
1.03.   Incorporation
by Reference of Trust
Indenture Act. 
Whenever this Indenture refers to a


    

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    


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

    


    “indenture
securities” means the
Securities;

    


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

    


    “indenture to be
qualified” means this
Indenture;

    


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

    


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

    


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

    


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

     

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

      


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

      


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

      


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

      


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

    

    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    


    


    ARTICLE
2

    THE SECURITIES

    


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

    


    Section
           2.02.  Execution
            And Authentication. 
Two
Officers shall  execute the
Securities and one Officer
shall  execute
the coupons  appertaining
thereto for the Company
by facsimile or manual
signature in the  name
and on behalf of the
Company. The seal of
the Company, if any,
shall be  reproduced
on the Securities. If
an Officer whose signature
is on a Security or
coupon
appertaining thereto
no longer holds  that
office at the time the
Security is authenticated,
the Security and such
 coupon shall nevertheless
be valid.

    


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

    


     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


    


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

    


    


    (c)  an Opinion of Counsel
substantially to the effect that the form or forms and terms of
the Securities of such series have been, or,
in the case of a Periodic Offering, will be when established in accordance with
such procedures as shall be referred to therein, established in compliance with
this Indenture and that the
supplemental indenture, to the extent applicable, and Securities have been duly
authorized and, if executed and authenticated in accordance with the provisions
of the Indenture and delivered to and duly paid for by the purchasers thereof
on the date of such opinion, would be
entitled to the benefits of the Indenture and would be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and
other similar laws affecting creditors’ rights generally, general principles of
equity, and covering such other matters as shall be specified therein and as
shall be reasonably requested by the Trustee.

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    


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

    


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

    


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

    


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

    


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

    


    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    The Securities may be issued in one or
more series and shall be subordinated to the Senior Indebtedness pursuant to the
provisions of Article 11 hereof. There shall be established in or pursuant to
Board Resolution or one or
more indentures supplemental hereto, prior to the initial issuance of Securities
of any series, subject to the last sentence of this Section
2.03,

     

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

    

    


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

    

    


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

    


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

    


    (e)
 if
other than as  provided
in Section
4.02, the place or places
where  the principal
of and any interest on
Securities

    


    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    of the series shall be payable, any
Registered Securities of the series may be surrendered for exchange, notices,
demands to or upon the Company in respect of the Securities of the series and
this Indenture may be
served and notice to Holders may be published;

    


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

    


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

    


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

    

    


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

    


    (j)  if other than the coin or currency in
which the Securities of the series are denominated, the coin or currency in
which payment of the principal of or interest on the Securities of the
series

    


     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    


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

    


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

    


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

    


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

    


    (n)  whether and under what circumstances the
Company will pay additional amounts on the Securities of the

    


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    


    series held by a person who is
not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
additional amounts;

    


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

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    


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

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
 

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

    


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

    


    The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture and the Trust Indenture Act that
relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any Agent and any change in the name or
address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such. The Company may remove any Agent upon written notice to such Agent and the
Trustee; provided that no such removal shall become
effective until (i) the acceptance of an appointment by a successor Agent to
such Agent as evidenced by
an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a successor
Agent in accordance with clause (i) of this
proviso. The Company or any affiliate of the

    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Company may act as Paying Agent or
Registrar; provided that neither the Company nor an
affiliate of the Company
shall act as Paying Agent in connection with the defeasance of the Securities or
the discharge of this Indenture under Article 8.

    


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

    


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

     

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    


    or interest on any Securities, segregate
and hold in a separate trust fund for the benefit of the
Holders thereof a sum of money sufficient to pay such Principal or interest so
becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its
action or failure to act as required by this Section.

    


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

    


    At the option of the Holder thereof,
Registered Securities of any series (other than a Registered Global Security,
except as set forth below) may be exchanged for a Registered Security or Registered Securities of such
series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Registered Securities to be exchanged
at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05
and upon payment, if the Company shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, except as otherwise established pursuant to Section 2.03, at the option of the
Holder thereof, Unregistered Securities of any series may be exchanged for
Registered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at
the agency of the Company that shall be maintained for such purpose in
accordance with Section 4.02, with, in the case of Unregistered Securities that
have coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and
upon payment, if the Company shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and original issue date are issued in more than one authorized
denomination, except as otherwise established pursuant to Section 2.03, such
Unregistered Securities may be exchanged for Unregistered Securities of such
series and tenor having authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and
all matured coupons in default thereto appertaining, and

    


     

    


    
      
        
        

      

      
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    upon payment, if the Company shall so
require, of the charges hereinafter provided. Registered Securities of any series may not be
exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.

    


    Upon surrender for registration of
transfer of any Registered Security of a series at the agency of the Company
that shall be maintained for that purpose in accordance with Section 2.05 and
upon payment, if the
Company shall so require, of the charges hereinafter provided, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of
like tenor and aggregate principal amount.

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    Registered Securities issued in exchange
for a Registered Global Security pursuant to this Section 2.07 shall be
registered in such names and in such authorized denominations as the Depositary
for such Registered Global Security,

    


    


    
      
        
        

      

      
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    pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee or an agent of
the Company or the Trustee. The Trustee or such agent shall deliver such
Securities to or as
directed by the Persons in whose names such Securities are so
registered.

    


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

    


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

    


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

    


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

    


    If there shall be delivered to the
Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon and
(ii)

    


    


    


    
      
        
        

      

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

    


    In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or coupon) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them and any agent of any
of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the
Company and the Trustee and any agent of them of the destruction, loss or theft
of such Security and the ownership thereof; provided, however,
that the Principal of and
any interest on Unregistered Securities shall, except as otherwise provided in Section
4.02, be payable only at an office or agency located outside the United States
of America.

    


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

    


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

    


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

    


    


    
      
        
        

      

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

    


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

    


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

    


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

    


    Section
2.10.  Temporary
Securities.  Until definitive Securities of any
series are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities of such series. Temporary Securities of any
series shall be substantially in the form of definitive
Securities of such series but may have insertions, substitutions, omissions
and

    


    


    
      
        
        

      

      
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    other variations determined to be
appropriate by the Officers executing the temporary Securities, as evidenced by
their execution of such temporary Securities. If temporary Securities of any
series are issued, the Company will cause definitive Securities of such series
to be prepared without unreasonable delay. After the preparation of definitive Securities of any
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series and tenor upon surrender of such temporary
Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities
of such series and tenor and authorized denominations. Until so exchanged, the
temporary Securities of any series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series.

    


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

    


    


    
      
        
        

      

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

    


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

    


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

    


    Section
2.14.  Series May
Include Tranches. 
A series of Securities may include one or more tranches (each
a

    


     

    


    
      
        
        

      

      
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    “tranche”) of Securities, including Securities
issued in a Periodic Offering. The Securities of different tranches may have one
or more different terms,
including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. Notwithstanding any other
provision of this Indenture, with respect to Sections
2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04,
2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.07,
9.02 and Section 10.07, if any series of Securities includes more than one tranche, all
provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided with respect to such series
or tranche pursuant to Section 2.03. In particular, and without limiting the
scope of the next preceding sentence, any of the provisions of such sections
which provide for or permit action to be taken with respect to a series of Securities shall also be
deemed to provide for and permit such action to be taken instead only with
respect to Securities of one or more tranches within that series (and such
provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to
Securities in the remaining tranches of that series.

    


    


    ARTICLE
3

    REDEMPTION

    


    Section
           3.01. 
Applicability of Article. 
The
provisions of this  Article
shall be
applicable to the Securities
of any  series

    


    


    


    
      
        
        

      

      
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    which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.03 for Securities of
such series.

    


    Section
3.02.  Notice of
Redemption; Partial
Redemptions.  Notice
of redemption to the Holders of Registered
Securities of any series to be redeemed as a whole or in part at the option of
the Company shall be given by mailing notice of such redemption by first
class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Registered Securities of such series at their last
addresses as they shall appear upon the registry books. Notice of
redemption to the Holders of Unregistered
Securities of any series to be redeemed as a whole or in part who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information
available to the Company for such purpose). Notice of redemption to all other
Holders of Unregistered Securities of any series to be redeemed as a whole or in
part shall be published in an Authorized Newspaper in The City of New York, or with respect to
any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in an Authorized Newspaper in
London, in each case, once in each of three successive

    


    


    
      
        
        

      

      
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    calendar weeks, the first publication to
be not less than 30 days nor more than 60 days prior to the date fixed for
redemption. Any notice which is mailed or published in the manner herein
provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such
series.

    


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

    


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

    


    On or before 10:00 a.m. New York City time on the redemption date or, in the
case of Unregistered Securities, on or before 10:00 a.m. New York City time on
the Business Day prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount
of money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If all of the

    


     

    
      
        
        

      

      
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    outstanding Securities of a series are
to be redeemed, the Company will deliver to the Trustee at least 10 days prior
to the last date on which notice of redemption may be given to Holders pursuant to the first
paragraph of this Section 3.02 (or such shorter period as shall be acceptable to
the Trustee) an Officers’ Certificate stating that all such
Securities are to be redeemed. If less than all the outstanding Securities of
a series are to be redeemed, the Company
will deliver to the Trustee at least 15 days prior to the last date on which
notice of redemption may be given to Holders pursuant to the first paragraph of
this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an
Officers’ Certificate stating the aggregate
principal amount of such Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officers’ Certificate evidencing compliance with
such restriction or condition.

    


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

    


    Section
           3.03.  Payment
            Of Securities
            Called  For
            Redemption.  If notice
            of redemption
            has been
            given as
             above provided,
            the Securities
            or portions
            of Securities
            specified
            in such
            notice shall
            become due
            and payable
            on the date
            and at
            the place
            stated in
            such notice
            at  the applicable
            redemption
            price, together
            with interest
            accrued to
            the date
             fixed for
            redemption,
            and on and
            after such
            date (unless
            the Company
            shall  default
            in the payment
            of such Securities
            at the redemption
            price, together
            with interest
            accrued to
            such  date)
            interest
            on the

    


     

    
      
        
        

      

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

    


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

    


    If any Security with coupons attached
thereto is surrendered for redemption and is not accompanied by all appurtenant
coupons maturing after the date fixed for redemption, the surrender of such
missing coupon or coupons may

    


    


    
      
        
        

      

      
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    be waived by the Company and the
Trustee, if there be furnished to each of them such security or indemnity as
they may require to save each of them harmless.

    


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

    


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

    


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

    


    In lieu of making all or any part of any
mandatory sinking fund payment with respect to any series of Securities in cash,
the Company may at its option (a)

    


     

    


    
      
        
        

      

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

    


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

    


    If the sinking fund payment or payments
(mandatory or optional or both) to be made in cash on the next succeeding
sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall

    


    


    
      
        
        

      

      
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    exceed $50,000 (or a lesser sum if the
Company shall so request with respect to the Securities of any series), such cash shall be applied on
the next succeeding sinking fund payment date to the redemption of Securities of
such series at the sinking fund redemption price thereof together with accrued
interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such
lesser sum) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $50,000 (or such lesser sum) is available.
The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and
certificate number in an Officers’ Certificate delivered to the Trustee at
least 60 days prior to the sinking fund
payment date as being owned of record and beneficially by, and not pledged or
hypothecated by either (a) the Company or (b) an entity specifically identified
in such Officers’ Certificate as directly or indirectly
controlling or controlled by or under
direct or indirect common control with the Company. The Trustee, in the name and
at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 3.02 (and with the effect provided
in Section 3.03) for the redemption of Securities of such series in part at the
option of the Company. The amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other moneys, if necessary,
sufficient for the purpose, to the payment of the Principal of, and interest on,
the Securities of such series at maturity.

    


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

    


    The Trustee shall not redeem or cause to
be redeemed any Securities of a series with sinking fund moneys or mail any
notice of redemption of Securities of such series by operation of the sinking fund during
the continuance of a Default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of any
Securities shall theretofore have

    


    


    


    
      
        
        

      

      
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    been made, the Trustee shall redeem or
cause to be redeemed such Securities, provided that it shall have received from
the Company a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund
for such series at the time when any such Default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such Default or Event of Default, be deemed to have been
collected under Article 6 and held for the payment of all
such Securities. In case such Event of Default shall have been waived as
provided in Section 6.04 or the Default cured on or before the sixtieth day
preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

    


    


    ARTICLE
4


    COVENANTS

    


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

    


    


    
      
        
        

      

      
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    and at the option of the Company may be
paid by mailing checks for such interest payable to or upon the written order of
such Holders at their last addresses as they appear on the Security Register of the
Company.

    


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

    


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

    


    Section
4.02.  Maintenance
of Office or
Agency.  The Company
will maintain in the United States of America an office or agency where Securities
may be surrendered for
registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company hereby initially designates
the           , located
in               
, as such office or agency of the
Company.

    


    


    
      
        
        

      

      
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    The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 10.02.

    


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

    


    The Company may also from time to time
designate one or more other offices or agencies where the Securities of any
series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
the United States of America for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

    


    Section
4.03.  Securityholders’ Lists. 
The Company will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of

    


    


    


    
      
        
        

      

      
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    the Securities pursuant to Section 312 of the Trust Indenture Act
of 1939 (a) semi- annually not more than 15 days after each record date for the
payment of semi-annual interest on the Securities, as hereinabove specified, as
of such record date, and (b) at such other times as the Trustee may request in writing, within
thirty days after receipt by the Company of any such request as of a date not
more than 15 days prior to the time such information is
furnished.

    


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

    


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

    


    Section
4.06.  Additional
Amounts.  If the Securities of a series provide for the
payment of additional amounts, at least 10

    


    


    
      
        
        

      

      
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    days prior to the first interest payment
date with respect to that series of Securities and at least 10 days prior to each date of payment of
Principal of or interest on the Securities of that series if there has been a
change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company shall furnish
to the Trustee and the principal paying agent, if other than
the Trustee, an Officers’ Certificate instructing the Trustee and
such paying agent whether such payment of Principal of or interest on the
Securities of that series shall be made to Holders of the Securities of that
series without withholding or deduction
for or on account of any tax, assessment or other governmental charge described
in the Securities of that series. If any such withholding or deduction shall be
required, then such Officers’ Certificate shall specify by country the amount, if any, required
to be withheld or deducted on such payments to such Holders and shall certify
the fact that additional amounts will be payable and the amounts so payable to
each Holder, and the Company shall pay to the Trustee or such paying agent the additional amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any paying agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this
Section.

     

    


    Whenever in this Indenture there is
mentioned, in any context, the payment of the Principal of or interest or any
other amounts on, or in respect of, any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
by the terms of such series established hereby or pursuant hereto to the extent that, in such
context, additional

    


     

    
      
        
        

      

      
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    amounts are, were or would be payable in
respect thereof pursuant to such terms, and express mention of the payment of
additional amounts (if
applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

    


    


    ARTICLE
5

    SUCCESSOR CORPORATION

    


    Section
5.01.  When Company
May Merge, Etc. 
The Company shall
not consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its property and assets (in one transaction or a series of related
transactions) to, any Person unless either (x) the Company shall be the
continuing Person or (y) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which properties and
assets of the Company shall be sold, conveyed, transferred or leased shall be a Person organized and
validly existing under the laws of the United States of America or any
jurisdiction thereof and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, all of the obligations of the
Company on all of the Securities and under
this Indenture and the Company in the case of clauses (x) and (y) shall have
delivered to the Trustee (A) an Opinion of Counsel stating that such
consolidation, merger or sale, conveyance, transfer or lease and
such supplemental indenture (if any) complies
with this provision and that all conditions precedent provided for herein
relating to such transaction have been complied with and that such supplemental
indenture (if any) constitutes the legal, valid and binding obligation of the Company and such
successor enforceable against such entity in accordance with its terms, subject
to

    


     

    


    
      
        
        

      

      
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    customary exceptions and (B) an
Officers’ Certificate to the effect
that immediately after
giving effect to such transaction, no Default shall have occurred and be
continuing.

    


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

    


    


    ARTICLE
6


    DEFAULT AND REMEDIES

    


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

    


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

    


    (b)  the Company defaults in the payment of
interest on any Security of such

    


    


    
      
        
        

      

      
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    series when the same becomes due and
payable, and such default continues for a period of 30 days;

    


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

    


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

    


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

    


    


    


    
      
        
        

      

      
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    substantially all of the property and
assets of the Company or (iii) effects any general assignment for the benefit of
creditors; or

    


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

    


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

    


    (b)
 If an Event of
Default described in clause (d) or (e) of
Section 6.01 occurs and is continuing, then the
principal amount (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof established pursuant to
Section 2.03) of all the Securities then outstanding and interest accrued
thereon, if

    


     

    
      
        
        

      

      
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    any, shall be and become immediately due
and payable, without any notice or other action by any Holder or the Trustee, to
the full extent permitted by applicable law.

    


    The foregoing provisions,
however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to Section 2.03) of the
Securities of any series (or of all the
Securities, as the case may be) shall have been so declared or become due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of each such series (or of all the Securities, as the
case may be) and the principal of any and all Securities of each such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of each such series to the date
of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the
Trustee under Section 7.07, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then and in every such case the Holders of a majority in aggregate
principal amount of all the then outstanding Securities of all such series that
have been accelerated (voting as a single class), by written notice to the Company and to the Trustee,
may waive all defaults with respect to all such series (or with respect to all
the Securities, as the case may be) and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent
thereon.

    


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

    


    


    
      
        
        

      

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

    


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

    


    Section
           6.04.
            Waiver of
           Past Defaults.
Subject
to Sections 6.02,  6.07 and
9.02, the Holders of
at least a  majority
in principal amount (or,
if the Securities are
Original Issue Discount
 Securities, such portion
of the principal
as is then accelerable
under  Section 6.02)
of the outstanding Securities
of all series affected
(voting as a  single
class), by notice to
the Trustee, may waive
an existing Default or
Event  of Default with
respect to the Securities
of such series and
its consequences, except
a Default in  the payment
of Principal of or interest
on any Security as specified
in clauses  (a) or (b)
of Section 6.01 or in
respect of a covenant
or provision of this
 Indenture which cannot
be modified or amended
without the consent
of the Holder of each
outstanding  Security
affected. Upon any such
waiver, such Default
shall cease to exist,
and  any Event of Default
with respect to the Securities
of such series arising
 therefrom shall be deemed
to have been cured, for
every purpose
of this Indenture; but
no such waiver  shall
extend to any subsequent
or other Default or Event
of Default or impair
 any right consequent
thereto.

    


    


     

    
      
        
        

      

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

    


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

     

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

      


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

      


    


    
      
        
        

      

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

      


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

      


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

    

    .

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

    


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

    


    Section
           6.08.
            Collection
           Suit by Trustee. If
an Event of Default
with respect
to the Securities
of any series in payment
of  Principal or interest
specified in clause (a)
or (b) of Section 6.01
occurs and  is continuing,
the Trustee may recover
judgment in its own name
and as trustee  of an
express trust against
the Company for the whole
amount (or such
portion thereof as specified
in  the terms established
pursuant to Section 2.03
of Original Issue Discount
 Securities) of Principal
of, and accrued interest
remaining unpaid on,
together  with interest
on overdue Principal
of, and, to the extent
that payment
of such

     

     

    
 

    
      
        
        

      

      
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    interest is lawful, interest on overdue
installments of interest on, the Securities of such series, in each case at the
rate or Yield to Maturity (in the case of Original Issue Discount Securities) specified in
such Securities, and such further amount as shall be sufficient to cover all
amounts owing the Trustee under Section 7.07.

    


    Section
           6.09.  Trustee
           May  File Proofs
           of  Claim.  The
           Trustee  may
           file such
           proofs of
           claim and other
           papers or
           documents
           as may be
            necessary
           or advisable
           in order to
           have the claims
           of the Trustee
           (including
           any  claim
           for amounts
           due the Trustee
           under Section
           7.07) and
           the Holders
           allowed in
            any judicial
           proceedings
           relative to
           the Company
           (or any other
           obligor on
           the Securities),
           its  creditors
           or its property
           and shall
           be entitled
           and empowered
           to collect
           and  receive
           any moneys,
           securities
           or other property
           payable or
           deliverable
           upon  conversion
           or exchange
           of the Securities
           or upon any
           such claims and
           to distribute
           the same,
           and any  custodian,
           receiver,
           assignee,
           trustee, liquidator,
           sequestrator
           or other
           similar official
           in any such
           judicial proceeding
           is hereby
           authorized
           by each  Holder
           to make such
           payments to
           the Trustee
           and, in the
           event that the
           Trustee shall
           consent to
           the making
            of such payments
           directly to
           the Holders,
           to pay to
           the Trustee
           any amount
           due  to it
           under Section
           7.07. Nothing
           herein contained
           shall be deemed
           to empower
            the Trustee
           to authorize
           or consent
           to, or accept
           or adopt on
           behalf of
           any Holder,
           any plan of
            reorganization,
           arrangement,
           adjustment
           or composition
           affecting
           the Securities
            or the rights
           of any Holder
           thereof, or
           to authorize
           the Trustee
           to vote in
            respect of
           the claim
           of any Holder
           in any such
           proceeding.

    


    


    
      
        
        

      

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

    


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

    


    SECOND: Subject to Article 11, in case
the principal of the Securities of such series in respect of which
moneys have been collected
shall not have become and be then due and payable, to the payment of interest on
the Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee)
upon the overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made
ratably to the persons entitled thereto,
without discrimination or preference;

    


    THIRD: Subject to Article 11, in case
the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the payment of the whole amount
then owing and unpaid upon all the Securities of such series for Principal and
interest, with interest upon the overdue Principal, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of interest at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such Principal and interest or
Yield to Maturity, without preference or priority of Principal
over

    


     

    


    
      
        
        

      

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

    


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

    


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

    


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

    


     

    


    
      
        
        

      

      
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    principal amount of the outstanding
Securities of such series.

    


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

    


    Section
6.14.  Delay or
Omission not Waiver. 
No delay or omission of
the Trustee or of any Holder to exercise any
right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article 6 or by law to the Trustee or to the
Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

    


    


    ARTICLE
7


    TRUSTEE

    


    Section
           7.01. 
General.  The
 duties and
 responsibilities of
 the Trustee  shall be
 as provided by the Trust
 Indenture Act and as
 set forth  herein. Notwithstanding
 the foregoing, no provision
 of this Indenture


     

     

    
      
        
        

      

      
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    shall require the Trustee to expend or
risk its own funds or otherwise incur any
financial liability in the performance of
any of its duties hereunder, or in the
exercise of any of its rights or powers, unless it
receives indemnity satisfactory to it
against any loss, liability or
expense.  Whether or not therein expressly so provided,
every provision of this Indenture relating to
the conduct or affecting the liability of or
affording protection to the Trustee
shall be subject to the provisions of this
Article 7.

    


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

    


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

      


      (b)
 before the Trustee
acts or refrains from acting, it may require an
Officers’ Certificate and/or an Opinion of Counsel, which shall conform
to Section 10.04 and shall cover such other matters as the Trustee may
reasonably request. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01
and 7.02, whenever in the administration of the trusts of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ 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;



     

    
      
        
        

      

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

      


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

      


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

      


      (f)
 the
Trustee
shall not be liable for
any action it takes or
omits to take  in good
faith that it believes
to be authorized or within
its rights or powers
 or for any action it
takes or omits to take
in accordance with the
direction of  the Holders
in accordance with
Section 6.05 relating
to the time,  method
and place of conducting
any proceeding for any
remedy available to the
 Trustee, or exercising
any trust or power conferred
upon the Trustee, under
this  Indenture;

      


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

       

      (h)
 prior
to the  occurrence of
 an Event
 of Default hereunder
 and after the  curing
 or waiving of all Events
 of Default, the Trustee
 shall not be bound to
  make any investigation
 into the facts or matters
 stated in any resolution,
  certificate, Officers’ Certificate,
  Opinion of Counsel,
   Board
   Resolution,  statement,
   instrument, opinion,
   report, notice, request,
   consent, order,  approval,
   appraisal, bond, debenture,
   note, coupon, security,
   or other paper or
    document unless requested
   in writing so to do
   by the Holders of
   not less than a  majority
   in aggregate principal
   amount of the  Securities
   of all series affected
   then outstanding;
   provided that, if
   the  payment within
   a reasonable time
   to the Trustee of
   the costs, expenses
   or  liabilities likely
   to be incurred by
   it in the making of
   such investigation
   is, in the opinion
   of the  Trustee, not
   reasonably assured

      


    


    
      
        
        

      

      
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    to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such
expenses or liabilities as a condition to proceeding.

    


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

    


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

    


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

    


     

    


    
      
        
        

      

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

    


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

    


     

    
      
        
        

      

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

    


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

    


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

    


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

    


     

    


    
      
        
        

      

      
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    and expenses of defending themselves
against or investigating any claim or liability and of complying with any
process served upon them or any of their officers in connection with the exercise
or performance of any of their powers or duties under this Indenture and the
Securities.

    


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

    


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

    


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

    


    The Trustee may resign as Trustee with
respect to the Securities of any series at any time by so notifying the Company
in writing. The Holders of
a majority in principal amount of the outstanding Securities of any series may
remove the Trustee as Trustee with respect to the Securities of such series by
so notifying the Trustee in writing and may appoint a successor Trustee with
respect thereto with the consent of the Company. The
Company may remove the Trustee as Trustee with respect to the Securities of any
series if: (i) the Trustee is no longer eligible under Section 7.11 of this
Indenture; (ii) the Trustee is adjudged a

    


    


    
      
        
        

      

      
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    bankrupt or insolvent; (iii) a receiver
or other public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of acting.

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

      
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    in Section 7.07, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all
property and money held by such retiring Trustee hereunder.

    


    In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee
with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee
relates.

    


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

    


    


    


    


    
      
        
        

      

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

    


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

    


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

    


    Section
7.12.  Money Held
in Trust.  The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in
writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law and except for
money held in trust under Article 8 of this Indenture.

    


    


    ARTICLE
8


    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

    


    Section
8.01.  Satisfaction
and Discharge of
Indenture.  If at any
time (a) the Company shall have paid or caused to
be paid the Principal of and interest on all the Securities of any series
outstanding

    


     

    


    
      
        
        

      

      
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    hereunder (other than Securities of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b)
the Company shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) or (c) (i) all the securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Company shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Company in
accordance with Section 8.04) or U.S. Government Obligations, maturing as to
principal and interest in such amounts and at such times as will insure (without consideration of the
reinvestment of such interest) the availability of cash, or a combination
thereof, sufficient to pay at maturity or upon redemption all Securities of such
series (other than any Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.08) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due on or prior to such date of maturity or redemption as the case may be, and if, in
any such case, the Company is not

    


    


    


    
      
        
        

      

      
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    prohibited from making payments in
respect of the Securities by Article 11 hereof and shall also pay or cause
to be paid all other sums
payable hereunder by the Company with respect to Securities of such series, then
this Indenture shall cease to be of further effect with respect to Securities of
such series (except as to (i) rights of registration of transfer and
exchange of securities of such series,
and the Company’s right of optional redemption, if any,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities,
(iii) rights of holders to receive payments of principal thereof and interest
thereon, upon the original stated due dates
therefor (but not upon acceleration) and remaining rights of the holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture with respect to such series; provided, that the
rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the
Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered

    


    


    
      
        
        

      

      
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    by the Trustee in connection with this Indenture or the
Securities of such series.

    


    Section
8.02.  Application
by Trustee of Funds
Deposited for Payment of Securities.  Subject to Section 8.04, all moneys (including U.S. Government
Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section
8.01, Section 8.05 or Section 8.06 shall be held in trust and applied by it to
the payment, either directly or through any paying agent to the Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
Principal and interest; but such money need not be segregated from other funds
except to the extent required by law. Funds and U.S. Government Obligations held in trust under Section
8.01, 8.05 or 8.06 shall not be subject to the claims of the holders of Senior
Indebtedness under Article 11.

    


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

    


    Section
8.04.  Return of
Moneys Held by Trustee and
Paying Agent Unclaimed for Two Years.  Any moneys deposited with or paid to the Trustee or
any paying agent for the
payment of the

    


    


    
      
        
        

      

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

    


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

    


    


    


    
      
        
        

      

      
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    Securityholders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of
them; provided that the following conditions shall have been
satisfied:

    


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

    


     

    


    
      
        
        

      

      
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    (y) any mandatory sinking fund payments
or analogous payments applicable to the Securities of such series on the day on
which such payments are due and payable in accordance with the terms of Securities of such
series and the Indenture with respect to the Securities of such
series;

    


    (ii) the
          Company has delivered
          to the Trustee
          (A) either
          (x)  an Opinion
          of Counsel
          to the effect
          that Holders
          of Securities
          of such series
           will not
           recognize
           income,  gain
           or loss for
           federal income
           tax purposes
           as a result
           of the  Company’s
           exercise of
           its option
           under this
            Section 8.05
           and will be
           subject to
           federal income
           tax on the
           same amount
           and in  the
           same manner
           and at the
           same times
           as would
           have been
           the case if
           such deposit,
            defeasance
           and discharge
           had not occurred,
           which Opinion
           of Counsel
           must be  based
           upon a ruling
           of the Internal
           Revenue Service
           to the same
           effect or
           a  change
           in applicable
           federal income
           tax law or
           related treasury regulations
           after the
           date of this
            Indenture
           or (y) a ruling
           directed to
           the Trustee
           received from
           the Internal
            Revenue Service
           to the same
           effect as
           the aforementioned
           Opinion of
           Counsel and
            (B) an Opinion
           of Counsel
           to the effect
           that the creation
           of the defeasance
           trust does
           not violate
           the  Investment
           Company Act
           of 1940 and
           after the
           passage of
           123 days following
           the  deposit,
           the trust
           fund will
           not be subject
           to the effect
           of Section
           547 of the
            U.S. Bankruptcy

    


     

    
      
        
        

      

      
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    Code or Section 15 of the New York Debtor and Creditor
Law;

    


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

    


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

    


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

    


    (vi) if the Securities of such series are to
be redeemed prior to the final maturity thereof (other than from mandatory
sinking fund payments or analogous payments), notice of such redemption
shall

    


     

    


    
      
        
        

      

      
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    have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been
made.

    


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

    


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

    


    


    
      
        
        

      

      
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    payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the Trustee
(x) the principal of, premium, if any, and each installment of interest on the
outstanding Securities of such series on the due date thereof or earlier
redemption (irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be, and (y) any mandatory sinking fund
payments or analogous payments applicable to
the Securities of such series and the Indenture with respect to the Securities
of such series on the day on which such payments are due and payable in
accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect
to the Securities of such series;

    


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

    


    (c)  immediately after giving effect to such
deposit on a pro forma basis, no Event of Default, or event that after the
giving of notice or lapse of time or both

     

    


    
      
        
        

      

      
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    would become an Event of Default, shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which the Company is
bound;

    


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

    


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

    


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

    


    


    
      
        
        

      

      
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    any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
monies or U.S. Government Obligations held by the Trustee or paying
agent.

    


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

    


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

    


    Section
8.10.  Qualifying
Trustee.  Any trustee appointed pursuant to
Section 8.05 or 8.06 for the purpose of holding money or U.S. Government
Obligations

    


    


    
      
        
        

      

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

    


    


    ARTICLE
9


    AMENDMENTS, SUPPLEMENTS
AND WAIVERS

    


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

     

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

    

    
      (b)
 to
comply with Article 5;

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

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

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


    

    


    


    
      
        
        

      

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

      


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

    

    


    Section
9.02.  With
Consent of  Holders.  Subject to Sections 6.04 and 6.07,
without prior notice to any Holders, the
Company and the Trustee may amend this Indenture and the Securities of any
series with the written consent of the Holders
of a majority in principal amount of the
outstanding Securities of all series
affected by such amendment (all such series
voting together as a single class), and the Holders of a majority in principal amount of the
outstanding  Securities of all
series affected thereby (all such series voting together
as a single class) by written notice to the
Trustee may waive future compliance by
the Company with any provision of this Indenture or the Securities of such
series. 

     

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

    


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

    


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

    


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

    


    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


    


    
      
        
        

      

      
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    Securities affected thereby on receipt by the
Trustee of written consents from the requisite Holders of outstanding Securities
affected thereby.

    


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

    


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

    


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

    


    Section
9.05.  Trustee to
Sign Amendments,
Etc.  The Trustee
shall be entitled to receive, and shall be
fully

    


     

    


    
      
        
        

      

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

    


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

    


    


    ARTICLE
10


    MISCELLANEOUS

    


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

    


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

    


     

    
      
        
        

      

      
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    if to the Company:

    


    GHL Acquisition
Corp.


    300 Park Avenue, 23rd Floor

    New York, NY 10022

    Telecopy:

    Attention:

    


    if to the Trustee:

    


    


    


    


    


    


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

    


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

    


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

    


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

    


    


    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (d)
 a
statement as to  whether
or not,
in the opinion of each
such person,  such condition
or covenant has been
complied with; provided,
 however,
 that, with respect
 to matters of

    


    


    


    
      
        
        

      

      
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    fact, an Opinion of Counsel may rely on
an Officers’ Certificate or certificates of public
officials.

    


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

    


     

    
      
        
        

      

      
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    Securities shall be produced or (2) the
Security specified in such certificate shall be produced by some other Person,
or (3) the Security specified in such certificate shall have ceased to be outstanding. Subject to
Article 7, the fact and date of the execution of any such instrument and the
amount and numbers of Securities held by the Person so executing such instrument
may also be proven in accordance with such reasonable rules and regulations as may be prescribed
by the Trustee or in any other manner which the Trustee may deem
sufficient.

    


    The Company, the Trustee and any agent
of the Company or the Trustee may deem and treat the person in whose name any
Registered Security shall
be registered upon the Security Register for such series as the absolute owner
of such Registered Security (whether or not such Registered Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account
of the Principal of and, subject to the provisions of this Indenture, interest
on such Registered Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the
contrary.

    


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

    


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

    


    


    
      
        
        

      

      
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    such payment for the period from and
after such date.

    


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

    


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

    


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

    


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

    


    Section
10.12. 
Separability.  In
case any provision in this
Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.

    


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

    


    


    


    
      
        
        

      

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

    


    Section
10.15.  Judgment
Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the Principal of or interest on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a Business Day,
then,

    


    


    
      
        
        

      

      
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    to the extent permitted by applicable
law, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day preceding the day on
which final unappealable judgment is entered and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture.

    


    


    ARTICLE
11

    SUBORDINATION
OF SECURITIES

    


    Section
11.01.  Agreement to
Subordinate. 
The Company covenants
and agrees, and each Holder of Securities
issued hereunder by his acceptance thereof likewise covenants and agrees, that
all Securities shall be issued subject to the provisions of this Article; and
each person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof accepts and agrees
that

    


     

    
      
        
        

      

      
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    the Principal of and interest on all
Securities issued hereunder shall, to the extent and in the manner herein set forth, be
subordinated and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

    


    Section
11.02.  Payments to
Securityholders.
No payments on
account of Principal of or interest on the
Securities shall be made if
at the time of such payment or immediately after giving effect thereto there
shall exist a default in any payment with respect to any Senior Indebtedness,
and such default shall not have been cured or waived or shall not have ceased to
exist. In addition, during the continuance
of any default (other than a payment default) with respect to Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated, from and
after the date of receipt by the Trustee of written notice from the holders of such Designated
Senior Indebtedness or from an agent of such holders, stating that such default
has occurred and is continuing, no payments on account of Principal or interest
in respect of the Securities may be made by the Company for a period (“Payment Blockage Period”) commencing on the date of delivery of
such notice and ending 179 days thereafter (unless such Payment Blockage Period
shall be terminated by written notice to the Trustee from the holders of such
Designated Senior Indebtedness or from an agent of such
holders, or such default has been cured or waived or has ceased to exist). Only
one Payment Blockage Period may be commenced with respect to the Securities
during any period of 360 consecutive days. No Event of Default which existed or was continuing on the
date of the

    


    


    
      
        
        

      

      
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    commencement of any Payment Blockage
Period with respect to the Designated Senior Indebtedness initiating such
Payment Blockage Period shall be or be made the basis for the
commencement of any subsequent Payment Blockage Period by the holders of such
Designated Senior Indebtedness, unless such Event of Default shall have been
cured or waived for a period of not less than 90 consecutive days.

    


    Upon any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to creditors upon any liquidation, dissolution, winding up,
receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and
liabilities or any bankruptcy, insolvency or similar proceedings of the Company,
all amounts due or to become due upon all Senior Indebtedness shall first be
paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms,
before any payment is made on account of the Principal of, or interest on the
indebtedness evidenced by the Securities, and upon any such liquidation,
dissolution, winding up, receivership, reorganization, assignment, marshalling or proceeding, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the
Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, directly to the holders of
Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior
Indebtedness held by such holders) or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full
(including, without limitation, except to the extent, if any, prohibited by
mandatory provisions of law, post-petition interest, in any such
proceedings), after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness,
before any payment or distribution is made to the holders of the indebtedness
evidenced by the Securities or to the Trustee under this Indenture.

    


    In the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited by the foregoing,
shall be received by the Trustee under this Indenture or the Holders of the Securities
before all Senior Indebtedness is paid in full or provision is made for such
payment in accordance with its terms, such payment or distribution shall be held
in trust for the benefit of and shall be paid over or delivered to the holders of such Senior
Indebtedness or

    


     

    
      
        
        

      

      
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    their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full in
accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior
Indebtedness.

    


    For purposes of this Article, the words,
“cash, property or
securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of arrangement,
reorganization or readjustment, the payment of which is subordinated (at least
to the extent provided in this Article with respect to the Securities) to the payment of all Senior
Indebtedness which may at the time be outstanding; provided, that (i) the Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such arrangement,
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Indebtedness are not, without the consent of such holders, altered by such
arrangement, reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company into, another corporation or the liquidation or dissolution of the
Company following the sale, conveyance or transfer of all or substantially all
of its property and assets to another corporation upon the terms and conditions
provided in Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section if such other corporation shall, as a part of such
consolidation, merger, sale, conveyance or transfer, comply with the conditions
stated in Article 5. Nothing in this Section shall apply to claims of, or payments to, the
Trustee under or pursuant to Article 7. This Section shall be subject to the
further provisions of Section 11.05.

    


    Section
11.03.  Subrogation
of Securities. 
Subject to the payment in
full of all Senior Indebtedness, the
Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal of and interest
on the Securities shall be paid in full;
and, for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee on their behalf would be entitled except for the
provisions 

    


    


    
      
        
        

      

      
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    of this Article, and no payment over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property
or securities to or for the benefit of the Securityholders pursuant to the
subrogation provision of this Article, which would otherwise have been paid to
the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Securities. It is understood that the provisions of this Article
are and are intended solely for the purpose of defining the relative rights of
the holders of the Securities, on the one hand, and the Holders of the Senior Indebtedness, on the
other hand.

    


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

    


    Upon any payment or distribution of
assets of the Company referred to in this Article, the Trustee, subject to the
provisions of Sections 7.01 and 7.02, and the holders of the Securities
shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such liquidation, dissolution, winding up, receivership, reorganization,
assignment or marshalling proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy,
liquidating

    


    


    
      
        
        

      

      
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    trustee, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of the
Securities, for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article.

    


    Section
11.04. 
Authorization by Securityholders. 
Each Holder of a
Security by his acceptance thereof authorizes the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such
purposes.

    


    Section
11.05.   Notice
to Trustee.  The Company shall give prompt written
notice to the Trustee and to any paying agent of any fact known to
the Company which would
prohibit the making of any payment of moneys to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article or
would end such prohibition. Regardless of anything to the contrary
contained in this Article or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any Senior Indebtedness or of any default or event of default with respect to
any Senior Indebtedness or of any other facts which would prohibit the making of any payment of
moneys to or by the Trustee or which would end such prohibition, unless and
until the Trustee shall have received notice in writing at its principal
Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a
holder of Senior Indebtedness or by the trustee under any indenture pursuant to
which Senior Indebtedness shall be outstanding, who shall have been certified by
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    to the reasonable satisfaction of the
Trustee to be such holder or agent or trustee, and, prior to the receipt of any
such written notice, the Trustee shall, subject to Sections 7.01 and 7.02, be
entitled to assume that no
such facts exist; provided that if on a date at least three Business Days prior
to the date upon which by the terms hereof any such moneys shall become payable
for any purpose (including, without limitation, the payment of the Principal of,
or interest on any Security) the Trustee
shall not have received with respect to such moneys the notice of prohibition
provided for in this Section, then, regardless of anything herein to the
contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior
date.

     

    Regardless of anything to the contrary
herein, nothing shall
prevent (a) any payment by the Company or the Trustee to the Securityholders of
amounts in connection with a redemption of Securities if (i) notice of such
redemption has been given pursuant to Article 3 prior to the receipt by the
Trustee of written notice of prohibition as aforesaid, and
(ii) such notice of redemption is given not earlier than 60 days before the
redemption date, or (b) any payment by the Trustee to the Securityholders of
amounts deposited with it pursuant to Sections 8.01, 8.05 or 8.06.

    


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

    


    


    
      
        
        

      

      
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    to such Person pending judicial
determination as to the right of such Person to receive such
payment.

    


    Section
11.06. 
Trustee’s Relation
to
Senior Indebtedness.  The Trustee and any agent of the Company or the Trustee
shall be entitled to all
the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee or any such agent,
of any of its rights as such holder. Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to
7.07.

    


    With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this Article, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and, subject to
the provisions of Sections 7.01 and 7.02, the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the
Company or any other Person moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article or
otherwise.

    


    Section
11.07.  No
Impairment of Subordination. 
No right of any present
or future holder of any Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the
Company with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged
with.

    


    


    


    
      
        
        

      

      
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    SIGNATURES

    


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

    


     

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        (SEAL)

                                      	 
      	 GHL ACQUISITION
    CORP.	 
	
                                         

                                      	 
      	 
      	
                                        as the
    Company

                                      	 
	 	 	 	 	 
	
                                        Attest:

                                      	 	 	 	 
	 	 	
                                        By:

                                      	 	 
	 
      	 
      	 
      	
                                        Name:

                                      	 
	 
      	 
      	 
      	
                                        Title:

                                      	 
	 	 	 	 	 
	 	 	 	 	 
	
                                        
                                          (SEAL)

                                        

                                      	 
      	 
      	 
      	 
	
                                         

                                      	 
      	 
      	
                                        as the
    Trustee

                                      	 
	
                                        Attest:

                                      	 
      	
                                        By:

                                      	 
      	 
	 
      	 
      	 
      	
                                        Name:

                                      	 
	 
      	 
      	 
      	
                                        Title:

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    


    


    


    


    


    


    


    

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