ex46tos3a106447_06092009.htm


    Exhibit
4.6

     

    Form
of Indenture

    


    WHX
CORPORATION

    ISSUER

    


    and

    


    [______________________]

    INDENTURE
TRUSTEE

    


    INDENTURE

    


    Dated as
of ________, _____

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ARTICLE
      I

              	
                DEFINITIONS
      AND INCORPORATION BY REFERENCE

              	
                1

              
	
                Section
      1.01

              	
                Definitions.

              	
                1

              
	
                Section
      1.02

              	
                Other
      Definitions.

              	
                5

              
	
                Section
      1.03

              	
                Incorporation
      by Reference of Trust Indenture Act.

              	
                5

              
	
                Section
      1.04

              	
                Rules
      of Construction.

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE
      II

              	
                THE
      SECURITIES

              	
                6

              
	 
      	 
      	 
      
	
                Section
      2.01

              	
                Issuable
      in Series

              	
                6

              
	
                Section
      2.02

              	
                Establishment
      of Terms of Series of Securities

              	
                6

              
	
                Section
      2.03

              	
                Execution
      and Authentication

              	
                8

              
	
                Section
      2.04

              	
                Registrar
      and Paying Agent

              	
                9

              
	
                Section
      2.05

              	
                Paying
      Agent to Hold Money in Trust

              	
                9

              
	
                Section
      2.06

              	
                Holder
      Lists

              	
                10

              
	
                Section
      2.07

              	
                Transfer
      and Exchange

              	
                10

              
	
                Section
      2.08

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities.

              	
                10

              
	
                Section
      2.09

              	
                Outstanding
      Securities

              	
                11

              
	
                Section
      2.10

              	
                Treasury
      Securities

              	
                11

              
	
                Section
      2.11

              	
                Temporary
      Securities

              	
                11

              
	
                Section
      2.12

              	
                Cancellation

              	
                12

              
	
                Section
      2.13

              	
                Defaulted
      Interest

              	
                12

              
	
                Section
      2.14

              	
                Global
      Securities

              	
                12

              
	
                Section
      2.15

              	
                CUSIP
      Numbers

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      III

              	
                REDEMPTION

              	
                13

              
	 
      	 
      	 
      
	
                Section
      3.01

              	
                Notice
      to Trustee

              	
                13

              
	
                Section
      3.02

              	
                Selection
      of Securities to be Redeemed

              	
                14

              
	
                Section
      3.03

              	
                Notice
      of Redemption.

              	
                14

              
	
                Section
      3.04

              	
                Effect
      of Notice of Redemption

              	
                15

              
	
                Section
      3.05

              	
                Deposit
      of Redemption Price

              	
                15

              
	
                Section
      3.06

              	
                Securities
      Redeemed in Part

              	
                15

              
	 
      	 
      	 
      
	
                ARTICLE
      IV

              	
                COVENANTS

              	
                15

              
	 
      	 
      	 
      
	
                Section
      4.01

              	
                Payment
      of Principal and Interest

              	
                15

              
	
                Section
      4.02

              	
                SEC
      Reports

              	
                15

              
	
                Section
      4.03

              	
                Compliance
      Certificate

              	
                15

              
	
                Section
      4.04

              	
                Stay,
      Extension and Usury Laws

              	
                16

              
	 
      	 
      	 
      
	
                ARTICLE
      V

              	
                SUCCESSORS

              	
                16

              
	 
      	 
      	 
      
	
                Section
      5.01

              	
                When
      Company May Merge, Etc.

              	
                16

              
	
                Section
      5.02

              	
                Successor
      Corporation Substituted

              	
                16

              
	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      VI

              	
                DEFAULTS
      AND REMEDIES

              	
                16

              
	 
      	 
      	 
      
	
                Section
      6.01

              	
                Section
      6.01 Events of Default

              	
                16

              
	
                Section
      6.02

              	
                Acceleration
      of Maturity; Rescission and Annulment

              	
                18

              
	
                Section
      6.03

              	
                Collection
      of Indebtedness and Suits for Enforcement by Trustee

              	
                18

              
	
                Section
      6.04

              	
                Trustee
      May File Proofs of Claim

              	
                19

              
	
                Section
      6.05

              	
                Trustee
      May Enforce Claims Without Possession of Securities

              	
                19

              
	
                Section
      6.06

              	
                Application
      of Money Collected

              	
                20

              
	
                Section
      6.07

              	
                Limitation
      on Suits

              	
                20

              
	
                Section
      6.08

              	
                Unconditional
      Right of Holders to Receive Principal and Interest

              	
                20

              
	
                Section
      6.09

              	
                Restoration
      of Rights and Remedies

              	
                21

              
	
                Section
      6.10

              	
                Rights
      and Remedies Cumulative

              	
                21

              
	
                Section
      6.11

              	
                Delay
      or Omission Not Waiver

              	
                21

              
	
                Section
      6.12

              	
                Control
      by Holders

              	
                21

              
	
                Section
      6.13

              	
                Waiver
      of Past Defaults

              	
                21

              
	
                Section
      6.14

              	
                Undertaking
      for Costs

              	
                22

              
	 
      	 
      	 
      
	
                ARTICLE
      VII

              	
                TRUSTEE

              	
                22

              
	 
      	 
      	 
      
	
                Section
      7.01

              	
                Duties
      of Trustee

              	
                22

              
	
                Section
      7.02

              	
                Rights
      of Trustee

              	
                23

              
	
                Section
      7.03

              	
                Individual
      Rights of Trustee

              	
                24

              
	
                Section
      7.04

              	
                Trustee’s
      Disclaimer

              	
                24

              
	
                Section
      7.05

              	
                Notice
      of Defaults

              	
                24

              
	
                Section
      7.06

              	
                Reports
      by Trustee to Holders

              	
                25

              
	
                Section
      7.07

              	
                Compensation
      and Indemnity

              	
                25

              
	
                Section
      7.08

              	
                Replacement
      of Trustee

              	
                25

              
	
                Section
      7.09

              	
                Successor
      Trustee by Merger, Etc.

              	
                26

              
	
                Section
      7.10

              	
                Eligibility;
      Disqualification

              	
                26

              
	
                Section
      7.11

              	
                Preferential
      Collection of Claims Against Company

              	
                26

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII

              	
                SATISFACTION
      AND DISCHARGE; DEFEASANCE

              	
                27

              
	 
      	 
      	 
      
	
                Section
      8.01

              	
                Satisfaction
      and Discharge of Indenture

              	
                27

              
	
                Section
      8.02

              	
                Application
      of Trust Funds; Indemnification

              	
                27

              
	
                Section
      8.03

              	
                Legal
      Defeasance of Securities of any Series

              	
                28

              
	
                Section
      8.04

              	
                Covenant
      Defeasance

              	
                30

              
	
                Section
      8.05

              	
                Repayment
      to Company

              	
                31

              
	
                Section
      8.06

              	
                Reinstatement

              	
                31

              
	 
      	 
      	 
      
	
                ARTICLE
      IX

              	
                AMENDMENTS
      AND WAIVERS

              	
                31

              
	 
      	 
      	 
      
	
                Section
      9.01

              	
                Without
      Consent of Holders

              	
                31

              
	
                Section
      9.02

              	
                With
      Consent of Holders

              	
                32

              
	
                Section
      9.03

              	
                Limitations

              	
                33

              
	
                Section
      9.04

              	
                Compliance
      with Trust Indenture Act

              	
                33

              
	
                Section
      9.05

              	
                Revocation
      and Effect of Consents

              	
                33

              
	
                Section
      9.06

              	
                Notation
      on or Exchange of Securities

              	
                33

              
	
                Section
      9.07

              	
                Trustee
      Protected

              	
                34

              
	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      X

              	
                MISCELLANEOUS

              	
                34

              
	 
      	 
      	 
      
	
                Section
      10.01

              	
                Trust
      Indenture Act Controls

              	
                34

              
	
                Section
      10.02

              	
                Notices

              	
                34

              
	
                Section
      10.03

              	
                Communication
      by Holders with Other Holders

              	
                35

              
	
                Section
      10.04

              	
                Certificate
      and Opinion as to Conditions Precedent

              	
                35

              
	
                Section
      10.05

              	
                Statements
      Required in Certificate or Opinion

              	
                35

              
	
                Section
      10.06

              	
                Rules
      by Trustee and Agents

              	
                35

              
	
                Section
      10.07

              	
                Legal
      Holidays

              	
                35

              
	
                Section
      10.08

              	
                No
      Recourse Against Others

              	
                36

              
	
                Section
      10.09

              	
                Counterparts

              	
                36

              
	
                Section
      10.10

              	
                Governing
      Laws

              	
                36

              
	
                Section
      10.11

              	
                No
      Adverse Interpretation of Other Agreements

              	
                36

              
	
                Section
      10.12

              	
                Successors

              	
                36

              
	
                Section
      10.13

              	
                Severability

              	
                36

              
	
                Section
      10.14

              	
                Table
      of Contents, Headings, Etc.

              	
                36

              
	
                Section
      10.15

              	
                Securities
      in a Foreign Currency

              	
                36

              
	
                Section
      10.16

              	
                Judgment
      Currency

              	
                37

              
	 
      	 
      	 
      
	
                ARTICLE
      XI

              	
                SINKING
      FUNDS

              	
                37

              
	 
      	 
      	 
      
	
                Section
      11.01

              	
                Applicability
      of Article

              	
                37

              
	
                Section
      11.02

              	
                Satisfaction
      of Sinking Fund Payments with Securities

              	
                38

              
	
                Section
      11.03

              	
                Redemption
      of Securities for Sinking Fund

              	
                38

              


      

      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

     

    
      WHX
CORPORATION

      Reconciliation
and tie between Trust Indenture Act of 1939 and

      Indenture,
dated as of_______, ____

    

     

    
      	
              Section
      310

            	
              (a)(1)

            	
              7.10

            
	 
      	
              (a)(2)

            	
              7.10

            
	 
      	
              (a)(3)

            	
              NOT
      APPLICABLE

            
	 
      	
              (a)(4)

            	
              NOT
      APPLICABLE

            
	 
      	
              (a)(5)

            	
              7.10

            
	 
      	
              (b)

            	
              7.10

            
	
              Section
      311

            	
              (a)

            	
              7.11

            
	 
      	
              (b)

            	
              7.11

            
	 
      	
              (c)

            	
              NOT
      APPLICABLE

            
	
              Section
      312

            	
              (a)

            	
              2.06

            
	 
      	
              (b)

            	
              10.03

            
	 
      	
              (c)

            	
              10.03

            
	
              Section
      313

            	
              (a)

            	
              7.06

            
	 
      	
              (b)(1)

            	
              7.06

            
	 
      	
              (b)(2)

            	
              7.06

            
	 
      	
              (c)(1)

            	
              7.06

            
	 
      	
              (d)

            	
              7.06

            
	
              Section
      314

            	
              (a)

            	
              4.02,
      10.05

            
	 
      	
              (b)

            	
              NOT
      APPLICABLE

            
	 
      	
              (c)(1)

            	
              10.04

            
	 
      	
              (c)(2)

            	
              10.04

            
	 
      	
              (c)(3)

            	
              NOT
      APPLICABLE

            
	 
      	
              (d)

            	
              NOT
      APPLICABLE

            
	 
      	
              (e)

            	
              10.05

            
	 
      	
              (f)

            	
              NOT
      APPLICABLE

            
	
              Section
      315

            	
              (a)

            	
              7.01

            
	 
      	
              (b)

            	
              7.05

            
	 
      	
              (c)

            	
              7.01

            
	 
      	
              (d)

            	
              7.01

            
	 
      	
              (e)

            	
              6.14

            
	
              Section
      316

            	
              (a)

            	
              2.09

            
	 
      	
              (a)(1)(a)

            	
              6.12

            
	 
      	
              (a)(1)(b)

            	
              6.13

            
	 
      	
              (b)

            	
              6.08

            
	
              Section
      317

            	
              (a)(1)

            	
              6.03

            
	 
      	
              (a)(2)

            	
              6.04

            
	 
      	
              (b)

            	
              2.05

            
	
              Section
      318

            	
              (a)

            	
              10.01

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    Indenture
dated as of_______, ____ between WHX Corporation, a Delaware corporation
(“Company”), and _______, a _______ corporation, as trustee
(“Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture.

     

    ARTICLE
I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01  Definitions.

     

    “Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.

     

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

     

    “Agent” means any Registrar,
Paying Agent or Service Agent.

     

    “Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Security or
beneficial interest therein, the rules and procedures of DTC or any successor
Depositary, in each case to the extent applicable to such transaction and as in
effect from time to time.

     

    “Authorized Newspaper” means a
newspaper 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 place in connection with which the term is
used.  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 that is made or given by the
Trustee shall constitute a sufficient publication of such notice.

     

    “Bearer” means anyone in
possession from time to time of a Bearer Security.

     

    “Bearer Security” means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof.

     

    “Board of Directors” means the
Board of Directors of the Company or any duly authorized committee
thereof.

     

    “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

     

    “Capital Interests” means any
and all shares, interests, participations, rights or other equivalents (however
designated) of capital stock, including, without limitation, with respect to
partnerships, partnership interests (whether general or limited) and any other
interest or participation that confers on a person the right to receive a share
of the profits and losses of, or distributions of assets of, such
partnership.

     

    “Company” means the party
named as such above until a successor replaces it and thereafter means the
successor.

     

    “Company Order” means a
written order signed in the name of the Company by two Officers, one of whom
must be the Company’s principal executive officer, principal financial officer
or principal accounting officer.

     

    “Company Request” means a
written request signed in the name of the Company by its Chief Executive
Officer, Chief Financial Officer or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

     

    “Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered.

     

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

     

    “Depository” means, with
respect to the Securities of any Series issuable or issued in whole or part in
the form of one or more Global Securities, the person designated as Depositary
for such Series by the Company, which Depository shall be a clearing agency
registered under the Exchange Act; and if at any time there is more than one
such person, “Depository” as used with respect to the Securities of any Series
shall mean the Depository with respect to the Securities of such
Series.

     

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

     

    “Dollars” and “$” means the currency of The
United States of America.

     

    “DTC” means the Depository
Trust Company, a New York corporation.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Foreign Currency” means any
currency or currency unit issued by a government other than the government of
The United States of America.

     

    “Foreign Government
Obligations” means, with respect to Securities of any Series that are
denominated in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by or acting as an agency or instrumentality of such government
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by such government, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer
thereof.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession.

     

    “Global Security” or “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 evidencing all or part of a Series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such
Depository or nominee.

     

    “Holder” means a person in
whose name a Security is registered or the holder of a Bearer
Security.

     

    “Indenture” means this
Indenture as amended or supplemented from time to time and shall include the
form and terms of particular Series of Securities established as contemplated
hereunder.

     

    “interest” with respect to any
Discount Security which by its terms bears interest only after Maturity means
interest payable after Maturity.

     

    “Maturity,” when used with
respect to any Security or installment of principal thereof, means the date on
which the principal of such Security or such installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

     

    “Officer” means the Chief
Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.

     

    “Officers’ Certificate” means
a certificate signed by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting
officer.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security.

     

    “Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject.

     

    “SEC” means the Securities and
Exchange Commission.

     

    “Securities” means the
debentures, notes or other debt instruments of the Company of any Series
authenticated and delivered under this Indenture.

     

    “Series” or “Series of Securities” means
each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.01 and 2.02 hereof.

     

    “Stated Maturity” means when
used with respect to any Security or any installment of principal thereof or
interest thereon, the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is
due and payable.

     

    “Subsidiary” means, with
respect to any person, any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof or, in the case of a
partnership, more than 50% of the partners’ Capital Interests (considering all
partners’ Capital Interests as a single class), is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of such person or combination thereof.

     

    “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
date of this Indenture and the rules and regulations promulgated thereunder;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “TIA” means, to the extent required by any such amendment, the
Trust Indenture Act as so amended.

     

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

     

    “U.S. Government Obligations”
means securities which 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 a person controlled or supervised by and acting as 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 which are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
1.02  Other Definitions.

     

    
      	
              TERM

            	
              DEFINED

              IN
      SECTION

            
	
              “Bankruptcy
      Law”

            	
              6.01

            
	
              “Custodian”

            	
              6.01

            
	
              “Event
      of Default”

            	
              6.01

            
	
              “Judgment
      Currency”

            	
              10.16

            
	
              “Legal
      Holiday”

            	
              10.07

            
	
              “mandatory
      sinking fund payment”

            	
              11.01

            
	
              “Market
      Exchange Rate”

            	
              10.15

            
	
              “New
      York Banking Day”

            	
              10.16

            
	
              “optional
      sinking fund payment”

            	
              11.01

            
	
              “Paying
      Agent”

            	
              2.04

            
	
              “Registrar”

            	
              2.04

            
	
              “Required
      Currency”

            	
              10.16

            
	
              “Service
      Agent”

            	
              2.04

            
	
              “successor
      person”

            	
              5.01

            


    

    


    Section
1.03  Incorporation by Reference of Trust Indenture
Act.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.  The following TIA
terms used in this Indenture have the following meanings:

     

    “Commission” means the
SEC.

     

    “indenture securities” means
the Securities.

     

    “indenture security holder”
means a Holder.

     

    “indenture to be qualified”
means this Indenture.

     

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

     

    “obligor” on the indenture
securities means the Company and any successor obligor upon the
Securities.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

     

    Section
1.04  Rules of Construction.

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (c)           references
to “generally accepted accounting principles” and “GAAP” shall mean generally
accepted accounting principles in effect as of the time when and for the period
as to which such accounting principles are to be applied;

     

    (d)           “or”
is not exclusive;

     

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

     

    (f)           provisions
apply to successive events and transactions.

     

    ARTICLE
II

    THE
SECURITIES

     

    Section
2.01  Issuable
in Series.  The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued in one or more
Series.  All Securities of a Series shall be identical except as may
be set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers’ Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board
Resolution.  In the case of Securities of a Series to be issued from
time to time, the Board Resolution, Officers’ Certificate or supplemental
indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified
terms (such as interest rate, maturity date, record date or date from which
interest shall accrue) are to be determined.  Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the
Indenture.

     

    Section
2.02  Establishment of Terms of Series of
Securities.  At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally,
in the case of Subsection 2.02(a) and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.02(b) through
2.02(s) by or pursuant to a Board Resolution, and set forth or determined in the
manner provided in a Board Resolution, supplemental indenture or an Officers’
Certificate:

     

    (a)           the
form and title of the Series (which shall distinguish the Securities of that
particular Series from the Securities of any other Series);

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;

     

    (c)           any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.07,
2.08, 2.11, 3.06 or 9.06);

     

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

     

    (e)           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date;

     

    (f)           the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served, and the method of such payment, if by wire
transfer, mail or other means;

     

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

     

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

     

    (i)           the
dates, if any, on which and the price or prices at which the Securities of the
Series will be repurchased by the Company at the option of the Holders thereof
and other detailed terms and provisions of such repurchase
obligations;

     

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

     

    (k)           if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02;

     

    (l)           the
currency of denomination of the Securities of the Series, which may be Dollars
or any Foreign Currency, and the agency or organization, if any, responsible for
overseeing such composite currency;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (m)           the
provisions, if any, relating to any security provided for the Securities of the
Series;

     

    (n)           any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.02;

     

    (o)           any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

     

    (p)           the
provisions, if any, relating to conversion of any Securities of such Series,
including, if applicable, the securities into which the Securities are
convertible, the conversion price, the conversion period, provisions as to
whether conversion will be mandatory, at the option of the Holders or at the
option of the Company, the events requiring an adjustment of the conversion
price and provisions affecting conversion if such Series of Securities are
redeemed;

     

    (q)           whether
the Securities of such Series will be senior debt securities or subordinated
debt securities and, if applicable, a description of the subordination terms
thereof;

     

    (r)           any
depositaries, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein; and

     

    (s)           any
other terms of the Securities of the Series (which may modify or delete any
provision of this Indenture insofar as it applies to such Series).

     

    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 the Board Resolution, supplemental indenture hereto
or Officers’ Certificate referred to above, and, unless otherwise provided in
such Board Resolution, a Series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such Series and
issuances of additional Securities of such Series.

     

    Section
2.03  Execution and
Authentication.  Two Officers shall sign the Securities for the
Company by manual or facsimile signature.  If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.  A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  The signature shall be conclusive
evidence that the Security has been authenticated under this
Indenture.  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers’ Certificate,
upon receipt by the Trustee of a Company Order.  Such Company Order
may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing.  Each Security
shall be dated the date of its authentication unless otherwise provided by a
Board Resolution, a supplemental indenture hereto or an Officers’
Certificate.  The aggregate principal amount of Securities of any
Series outstanding at any time may not exceed any limit upon the maximum
principal amount for such Series set forth in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02,
except as provided in Section 2.02 or 2.08.  Prior to the issuance of
Securities of any Series, the Trustee shall have received and (subject to
Section 7.02) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate establishing the form of
the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.04 and (c) an Opinion of Counsel
complying with Section 10.04. The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee,
being advised by counsel, determines that such action may not be taken lawfully;
or (b) if the Trustee’s by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
determine in good faith that such action would expose the Trustee to personal
liability to Holders of any then outstanding Series of
Securities.  The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities.  An
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 agent.  An authenticating agent has
the same rights as an Agent to deal with the Company or an Affiliate of the
Company.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
2.04  Registrar and Paying
Agent.  The Company shall maintain, with respect to each Series
of Securities, at the place or places specified with respect to such Series
pursuant to Section 2.02, an office or agency where Securities of such Series
may be presented or surrendered for payment (“Paying Agent”), where Securities
of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange.  The Company will give
prompt written notice to the Trustee of the name and address, and any change in
the name or address, of each Registrar, Paying Agent or Service
Agent.  If at any time the Company shall fail to maintain any such
required Registrar, Paying Agent or Service Agent or shall fail to furnish the
Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.  The Company may
also from time to time designate one or more co-registrars, additional paying
agents or additional service agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations to maintain a Registrar,
Paying Agent and Service Agent in each place so specified pursuant to Section
2.02 for Securities of any Series 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 name or address of any such co-registrar, additional
paying agent or additional service agent.  The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.  The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

     

    Section
2.05  Paying
Agent to Hold Money in Trust.  The Company shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent
will hold in trust, for the benefit of Holders of any Series of Securities, or
the Trustee, all money held by the Paying Agent for the payment of principal of
or interest on the Series of Securities, and will notify the Trustee of any
default by the Company in making any such payment.  While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of
the Company) shall have no further liability for the money.  If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of Holders of any Series of
Securities all money held by it as Paying Agent.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
2.06  Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders of each Series of Securities and shall otherwise comply
with TIA Section 312(a).  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least ten (10) days before each interest
payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Holders of each Series of Securities.

     

    Section
2.07  Transfer
and Exchange.  Where Securities of a Series are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of the same Series,
the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met.  To permit registrations
of transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar’s request.  No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.06 or 9.06).  Neither the
Company nor the Registrar shall be required (a) to issue, register the transfer
of, or exchange Securities of any Series for the period beginning at the opening
of business fifteen days immediately preceding the mailing of a notice of
redemption of Securities of that Series selected for redemption and ending at
the close of business on the day of such mailing, or (b) to register the
transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

     

    Section
2.08  Mutilated, Destroyed, Lost and Stolen
Securities.

     

    (a)           If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.  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 and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. In case any such
mutilated, destroyed, lost or stolen Security 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)           Upon
the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.  Every new Security
of any Series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that Series duly issued hereunder.  The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

     

    Section
2.09  Outstanding
Securities.  The Securities outstanding at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest on a Global
Security effected by the Trustee in accordance with the provisions hereof and
those described in this Section as not outstanding.  If a Security is
replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee
receives proof satisfactory to it that the replaced Security is held by a
protected purchaser.  If the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity
of Securities of a Series money sufficient to pay such Securities payable on
that date, then on and after that date such Securities of the Series cease to be
outstanding and interest on them ceases to accrue.  A Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.  In determining whether the Holders of the
requisite principal amount of outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of a Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.02.

     

    Section
2.10  Treasury
Securities.  In determining whether the Holders of the required
principal amount of Securities of a Series have concurred in any request,
demand, authorization, direction, notice, consent or waiver, Securities of a
Series owned by the Company shall be disregarded, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

     

    Section
2.11  Temporary
Securities.  Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee upon request shall
authenticate definitive Securities of the same Series and date of maturity in
exchange for temporary Securities.  Until so exchanged, temporary
securities shall have the same rights under this Indenture as the definitive
Securities.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
2.12  Cancellation. The Company at
any time may deliver Securities to the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation in
accordance with its customary procedures and deliver such canceled Securities to
the Company, unless the Company otherwise directs; provided that the Trustee
shall not be required to destroy Securities.  The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

     

    Section
2.13  Defaulted Interest. If the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest, to the persons who are Holders of the Series
on a subsequent special record date.  The Company shall fix the record
date and payment date.  At least ten (10) days before the record date,
the Company shall mail to the Trustee and to each Holder of the Series a notice
that states the record date, the payment date and the amount of interest to be
paid.  The Company may pay defaulted interest in any other lawful
manner.

     

    Section
2.14  Global Securities.

     

    (a)           Terms
of Securities.  A Board Resolution, a supplemental indenture hereto or
an Officers’ Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities
and the Depository for such Global Security or Securities.

     

    (b)           Transfer
and Exchange.  Notwithstanding any provisions to the contrary
contained in Section 2.07 of the Indenture and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.07 of the Indenture for
Securities registered in the names of Holders other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that it
is unwilling or unable to continue as Depository for such Global Security or if
at any time such Depository ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depository registered as a clearing agency under the Exchange Act within 90 days
of such event, (ii) the Company executes and delivers to the Trustee an
Officers’ Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities
represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

     

    (c)           Except
as provided in this Section 2.14(c), a Global Security may not be transferred
except as a whole by the Depository with respect to such Global Security to a
nominee of such Depository, by a nominee of such Depository to such Depository
or another nominee of such Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor
Depository.

     

    (d)           Legend.  Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e)           “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the
Depository.  This Security is exchangeable for Securities registered
in the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depository to a nominee of the Depository, by a nominee
of the Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.”

     

    (f)           Acts
of Holders.  The Depository, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

     

    (g)           Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.02, payment of the principal of and interest, if any,
on any Global Security shall be made to the Holder thereof.

     

    (h)           Consents,
Declaration and Directions.  Except as provided in Section 2.14(g),
the Company, the Trustee and any Agent shall treat a person as the Holder of
such principal amount of outstanding Securities of such Series represented by a
Global Security as shall be specified in a written statement of the Depository
with respect to such Global Security, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders pursuant
to this Indenture.

     

    (i)           The
Depository or its nominee, as registered owner of a Global Security, shall be
the Holder of such Global Security for all purposes under the Indenture and the
Securities, and owners of beneficial interests in a Global Security shall hold
such interests pursuant to the Applicable Procedures.  Accordingly,
any such owner’s beneficial interest in a Global Security will be shown only on,
and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee and such owners of beneficial
interests in a Global Security will not be considered the owners or holders
thereof.

     

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

     

    ARTICLE
III

    REDEMPTION

     

    Section
3.01  Notice
to Trustee.  The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities or may
covenant to redeem and pay the Series of Securities or any part thereof prior to
the Stated Maturity thereof at such time and on such terms as provided for in
such Securities.  If a Series of Securities is redeemable and the
Company wants or is obligated to redeem prior to the Stated Maturity thereof all
or part of the Series of Securities pursuant to the terms of such Securities, it
shall notify the Trustee of the redemption date and the principal amount of
Series of Securities to be redeemed.

     

    
      
        
        

      

      
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    Section
3.02  Selection of Securities to be
Redeemed.  Unless otherwise indicated for a particular Series
by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if
less than all the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of the Series to be redeemed in any manner that the
Trustee deems fair and appropriate.  The Trustee shall make the
selection from Securities of the Series outstanding not previously called for
redemption.  The Trustee may select for redemption portions of the
principal of Securities of the Series that have denominations larger than
$1,000.  Securities of the Series and portions of them it selects
shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant to Section
2.02(j), the minimum principal denomination for each Series and integral
multiples thereof.  Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

     

    Section
3.03  Notice of Redemption.

     

    (a)           Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, at least 30 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed and, if
any Bearer Securities are outstanding, publish on one occasion a notice in an
Authorized Newspaper.  The notice shall identify the Securities of the
Series to be redeemed and shall state:

     

    
      	
               
      

            	
              (i)

            	
              the
      redemption date;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      redemption price;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      name and address of the Paying
Agent;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      Securities of the Series called for redemption must be surrendered to the
      Paying Agent to collect the redemption
price;

            


    

     

    
      	
               
      

            	
              (v)

            	
              that
      interest on Securities of the Series called for redemption ceases to
      accrue on and after the redemption
date;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      CUSIP number, if any; and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      other information as may be required by the terms of the particular Series
      or the Securities of a Series being
redeemed.

            


    

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
3.04  Effect
of Notice of Redemption.  Once notice of redemption is mailed
or published as provided in Section 3.03, Securities of a Series called for
redemption become due and payable on the redemption date and at the redemption
price.  A notice of redemption may not be conditional.  Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to the redemption date; provided that installments
of interest whose Stated Maturity is on or prior to the redemption date shall be
payable to the Holders of such Securities (or one or more predecessor
Securities) registered at the close of business on the relevant record date
therefor according to their terms and the terms of this Indenture.

     

    Section
3.05  Deposit
of Redemption Price.  On or before 10:00 a.m., New York City
time, on the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date.

     

    Section
3.06  Securities Redeemed in
Part.  Upon surrender of a Security that is redeemed in part,
the Trustee shall authenticate for the Holder a new Security of the same Series
and the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.

     

    ARTICLE
IV

    COVENANTS

     

    Section
4.01  Payment
of Principal and Interest.  The Company covenants and agrees
for the benefit of the Holders of each Series of Securities that it will duly
and punctually pay the principal of and interest, if any, on the Securities of
that Series in accordance with the terms of such Securities and this
Indenture.

     

    Section
4.02  SEC
Reports.  The Company shall, so long as any of the Securities
are outstanding, electronically file with the Commission the annual, quarterly
and other periodic reports that the Company is required to file (or would be
otherwise required to file) with the Commission pursuant to Sections 13 and
15(d) of the Exchange Act.  The Company also shall comply with the
other provisions of TIA Section 314(a).  Delivery of any reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).

     

    Section
4.03  Compliance
Certificate.  The Company shall, so long as any of the
Securities are outstanding, deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers’ Certificate stating whether
or not to the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions hereof
(without regard to any period of grace or requirement of notice provided
hereunder), and if a Default or Event of Default shall have occurred, specifying
all such Defaults or Events of Default and the nature and status thereof of
which they may have knowledge. The Company shall, so long as any of the
Securities are outstanding, deliver to the Trustee, within thirty (30) days
after becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
4.04  Stay,
Extension and Usury Laws.  The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, plead or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture or the
Securities and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been
enacted.

     

    ARTICLE
V

    SUCCESSORS

     

    Section
5.01  When
Company May Merge, Etc.  The Company shall not consolidate with
or merge with or into, or convey, transfer or lease all or substantially all of
its properties and assets to, any person (a “successor person”)
unless:

     

    (a)           the
Company is the surviving corporation or the successor person (if other than the
Company) is organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and

     

    (b)           immediately
after giving effect to the transaction, no Default or Event of Default shall
have occurred and be continuing.

     

    The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and any supplemental indenture
comply with this Indenture.

     

    Section
5.02  Successor Corporation
Substituted.  Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, lease, conveyance 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 has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

     

    ARTICLE
VI

    DEFAULTS
AND REMEDIES

     

    Section
6.01  Section 6.01 Events of Default.

     

    “Event of
Default,” wherever used herein with respect to Securities of any Series, means
any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate, it is provided that such Series
shall not have the benefit of said Event of Default:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (a)           default
in the payment of any interest on any Security of that Series when it becomes
due and payable, and continuance of such default for a period of 30 days (unless
the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days);
or

     

    (b)           default
in the payment of principal of any Security of that Series at its Maturity;
or

     

    (c)           default
in the performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty for which the consequences of
nonperformance or breach are addressed elsewhere in this Section 6.01 and other
than a covenant or warranty that has been included in this Indenture solely for
the benefit of Series of Securities other than that Series), which default
continues uncured for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than a majority in principal amount
of the outstanding Securities of that Series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or

     

    (d)           the
Company pursuant to or within the meaning of any Bankruptcy Law:

     

    
      	
               
      

            	
              (i)

            	
              commences
      a voluntary case or proceeding;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              consents
      to the appointment of a Custodian of it or for all or substantially all of
      its property,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              makes
      a general assignment for the benefit of its creditors,
  or

            


    

     

    
      	
               
      

            	
              (v)

            	
              makes
      an admission by writing that it is generally unable to pay its debts as
      the same become due; or

            


    

     

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

     

    
      	
               
      

            	
              (i)

            	
              is
      for relief against the Company in an involuntary
  case,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              appoints
      a Custodian of the Company or for all or substantially all of its
      property, or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              orders
      the liquidation of the Company, and the order or decree remains unstayed
      and in effect for 90 days; or

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f)           any
other Event of Default provided with respect to Securities of that Series, which
is specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, in accordance with Section 2.02(n).

     

    The term
“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state
law for the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    Section
6.02  Acceleration of Maturity; Rescission
and Annulment.  If an Event of Default with respect to
Securities of any Series at the time outstanding occurs and is continuing (other
than an Event of Default referred to in Section 6.1(d) or (e)), then in every
such case the Trustee or the Holders of not less than a majority in principal
amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount Securities, such
portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on all of the Securities
of that Series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) and accrued and unpaid interest, if
any, shall become immediately due and payable. If an Event of Default specified
in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder. At any time after such a
declaration of acceleration with respect to any Series has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if all Events of Default with respect to Securities of that Series,
other than the non-payment of the principal and interest, if any, of Securities
of that Series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.13. No such rescission shall
affect any subsequent Default or impair any right consequent
thereon.

     

    Section
6.03  Collection of Indebtedness and Suits for Enforcement by
Trustee.

     

    The
Company covenants that if:

     

    (a)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days,
or

     

    (b)           default
is made in the payment of principal of any Security at the Maturity
thereof,

     

    then the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

    If an
Event of Default with respect to any Securities of any Series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such Series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

     

    Section
6.04  Trustee
May File Proofs of Claim.  In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, (a) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and (b) to collect and receive any
moneys or other property payable or deliverable on 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 it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     

    Section
6.05  Trustee
May Enforce Claims Without Possession of Securities.  All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
6.06  Application of Money
Collected.

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

     

    First: To
the payment of all amounts due the Trustee under Section 7.07; and

     

    Second:
To the payment of the amounts then due and unpaid for principal of and interest
on the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and interest,
respectively; and

     

    Third: To
the Company.

     

    Section
6.07  Limitation on
Suits.  No Holder of any Security of any Series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

     

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

     

    (b)           the
Holders of at least a majority in principal amount of the outstanding Securities
of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

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

     

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

     

    (d)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the outstanding Securities of that Series; it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

     

    Section
6.08  Unconditional Right of Holders to
Receive Principal and Interest.  Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
interest, if any, on such Security on the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
6.09  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 severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been
instituted.

     

    Section
6.10  Rights
and Remedies Cumulative.  Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
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, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    Section
6.11  Delay or
Omission Not Waiver.  No delay or omission of the Trustee or of
any Holder of any Securities 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 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.

     

    Section
6.12  Control
by Holders.  The Holders of a majority in principal amount of
the outstanding Securities of any Series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such Series, provided that:

     

    (a)           such
direction shall not be in conflict with any rule of law or with this
Indenture,

     

    (b)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and

     

    (c)           subject
to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability.

     

    Section
6.13  Waiver
of Past Defaults.  The Holders of not less than a majority in
principal amount of the outstanding Securities of any Series may on behalf of
the Holders of all the Securities of such Series waive any past Default
hereunder with respect to such Series and its consequences, except a Default (i)
in the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration) or (ii) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the Holder of each outstanding
Security of such Series affected. Upon any such waiver, such Default shall cease
to exist, and any Event of Default 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 impair any right consequent
thereon.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
6.14  Undertaking for
Costs.  All parties to this Indenture agree, and each Holder of
any Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption
date).

     

    ARTICLE
VII

    TRUSTEE

     

    Section
7.01  Duties
of Trustee.

     

    (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.

     

    (b)           Except
during the continuance of an Event of Default:

     

    
      	
               
      

            	
              (i)

            	
              The
      Trustee need perform only those duties that are specifically set forth in
      this Indenture and no others.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon Officers’ Certificates or Opinions of Counsel
      furnished to the Trustee and conforming to the requirements of this
      Indenture; however, in the case of any such Officers’ Certificates or
      Opinions of Counsel which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall examine such
      Officers’ Certificates and Opinions of Counsel to determine whether or not
      they conform to the requirements of this
  Indenture.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
               
      

            	
              (i)

            	
              This
      paragraph does not limit the effect of paragraph (b) of this
      Section.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Trustee shall not be liable for any error of judgment made in good faith
      by a Responsible Officer, unless it is proved that the Trustee was
      negligent in ascertaining the pertinent
facts.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it with respect to Securities of any Series in good
      faith in accordance with the direction of the Holders of a majority in
      principal amount of the outstanding Securities of such Series relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      Series.

            


    

     

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

     

    (e)           The
Trustee may refuse to perform any duty or exercise any right or power at the
request or direction of any Holder unless it receives indemnity satisfactory to
it against any loss, liability or expense.

     

    (f)           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.

     

    (g)           No
provision of this Indenture shall require the Trustee to risk its own funds or
otherwise incur any financial liability in the performance of any of its duties,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

     

    (h)           The
Paying Agent, the Registrar and any Service Agent or authenticating agent shall
be entitled to the protections, immunities and standard of care as are set forth
in paragraphs (a), (b) and (c) of this Section with respect to the
Trustee.

     

    Section
7.02  Rights
of Trustee.

     

    (a)           The
Trustee may rely on and shall be protected in acting or refraining from acting
upon any document believed by it to be genuine and to have been signed or
presented by the proper person.  The Trustee need not investigate any
fact or matter stated in the document.

     

    (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate.  The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such Officers’
Certificate.

     

    
      
        
        

      

      
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    (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.  No Depository
shall be deemed an agent of the Trustee, and the Trustee shall not be
responsible for any act or omission by any Depository.

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers,
provided that the Trustee’s conduct does not constitute negligence or bad
faith.

     

    (e)           The
Trustee may consult with counsel, and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder without negligence and in
good faith and in reliance thereon.

     

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

     

    (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.

     

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

     

    (i)           The
permissive rights of the Trustee enumerated herein shall not be construed as
duties.

     

    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 an Affiliate of the Company with the same rights it would have if it
were not Trustee.  Any Agent may do the same with like
rights.  The Trustee is also subject to Sections 7.10 and
7.11.

     

    Section
7.04  Trustee’s
Disclaimer.  The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
authentication.

     

    Section
7.05  Notice
of Defaults.  If a Default or Event of Default occurs and is
continuing with respect to the Securities of any Series and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each Holder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of Holders
of that Series.

     

    
      
        
        

      

      
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    Section
7.06  Reports
by Trustee to Holders.  Within 60 days after May 15 in each
year, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear on the register kept by the Registrar and, if any Bearer
Securities are outstanding, publish in an Authorized Newspaper, a brief report
dated as of such May 15, in accordance with, and to the extent required under,
TIA Section 313.  A copy of each report at the time of its mailing to
Holders of any Series shall be filed with the SEC and each stock exchange on
which the Securities of that Series are listed.  The Company shall
promptly notify the Trustee when Securities of any Series are listed on any
stock exchange.

     

    Section
7.07  Compensation and
Indemnity.  The Company shall pay to the Trustee from time to
time compensation for its services as the Company and the Trustee shall from
time to time agree upon in writing.  The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it.  Such expenses shall
include the reasonable compensation and expenses of the Trustee’s agents and
counsel.  The Company shall indemnify each of the Trustee and any
predecessor Trustee (including the cost of defending itself) against any loss,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee) incurred by it except as set forth
in this Section 7.07 in the performance of its duties under this Indenture as
Trustee or Agent.  The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity.  The Company shall defend
the claim and the Trustee shall cooperate in the defense.  The Trustee
may have one separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel.  The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably
withheld.  This indemnification shall apply to officers, directors,
employees, shareholders and agents of the Trustee.  The Company need
not reimburse any expense or indemnify against any loss or liability incurred by
the Trustee or by any officer, director, employee, shareholder or agent of the
Trustee through the negligence or bad faith of any such persons.  To
secure the Company’s payment obligations in this Section, the Trustee shall have
a lien prior to the Securities of any Series on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and
interest on particular Securities of that Series.  When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(d) or (e) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.  The provisions of this Section shall survive the
resignation or removal of the Trustee and the termination of this
Indenture.

     

    Section
7.08   Replacement of
Trustee.  A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this
Section.  The Trustee may resign with respect to the Securities of one
or more Series by so notifying the Company at least 30 days prior to the date of
the proposed resignation.  The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company.  The Company
may remove the Trustee with respect to Securities of one or more Series
if:

     

    
      
        
        

      

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

     

    (b)           the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;

     

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

     

    (d)           the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor
Trustee.

     

    If a
successor Trustee with respect to the Securities of any one or more Series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least a majority in
principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its
succession to each Holder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized
Newspaper.  Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee with respect to expenses and
liabilities incurred by it prior to the date of such replacement.

     

    Section
7.09  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, the successor corporation without any further act shall be
the successor Trustee.

     

    Section
7.10  Eligibility;
Disqualification.  This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1), (2) and
(5).  The Trustee shall comply with TIA Section 310(b).

     

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

     

    
      
        
        

      

      
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    ARTICLE
VIII

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section
8.01  Satisfaction and Discharge of Indenture.

     

    This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.01), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     

    (a)           any
of the following shall have occurred:

     

    
      	
               
      

            	
              (i)

            	
              no
      Securities have been issued
hereunder;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      Securities theretofore authenticated and delivered (other than Securities
      that have been destroyed, lost or stolen and that have been replaced or
      paid) have been delivered to the Trustee for cancellation;
    or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              all
      such Securities not theretofore delivered to the Trustee for cancellation
      (1) have become due and payable, or (2) will become due and payable at
      their Stated Maturity within one year, or (3) are to be called for
      redemption within one year under arrangements satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at
      the expense, of the Company;

            


    

     

    and the
Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such
deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the Stated Maturity or redemption date, as
the case may be;

     

    (b)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

     

    (c)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.07 and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

     

    Section
8.02  Application of Trust Funds;
Indemnification.

     

    (a)           Subject
to the provisions of Section 8.05, all money deposited with the Trustee pursuant
to Section 8.01, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section
8.03 or 8.04, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (other than the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or analogous payments as contemplated by Sections 8.03
or 8.04.

     

    
      
        
        

      

      
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    (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

     

    (c)           The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or Foreign Government Obligations or
money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign
Government Obligations held under this Indenture.

     

    Section
8.03  Legal
Defeasance of Securities of any Series.  Unless this Section
8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to
Securities of any Series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any
Series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such Series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:

     

    (a)           the
rights of Holders of Securities of such Series to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and each
installment of principal of and interest on the outstanding Securities of such
Series on the Stated Maturity of such principal or installment of principal or
interest, and (ii) the benefit of any mandatory sinking fund 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 this Indenture and the Securities of
such Series; and

     

    (b)           the
provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05;
and

     

    (c)           the
rights, powers, trust and immunities of the Trustee hereunder;

     

    provided
that, the following conditions shall have been satisfied:

     

    (d)           with
reference to this Section 8.03, the Company shall have deposited or caused to be
irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for and dedicated solely to the benefit of the
Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
(ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, 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 each installment of principal of and interest, if any, on and any
mandatory sinking fund payments in respect of all the Securities of such Series
on the dates such installments of interest or principal and such sinking fund
payments are due;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (e)           such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (f)           no
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     

    (g)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amounts 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;

     

    (h)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

     

    (i)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this Section have been complied with;
and

     

    (j)           such
defeasance shall not result in the trust arising from such deposit constituting
an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from
registration thereunder.

     

    
      
        
        

      

      
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    Section
8.04  Covenant
Defeasance.  Unless this Section 8.04 is otherwise specified,
pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on
and after the 91st day after the date of the deposit referred to in subparagraph
(a) hereof, the Company may omit to comply with respect to the Securities of any
Series with any term, provision or condition set forth under Sections 4.02,
4.03, and 5.01 as well as any additional covenants specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.02 (and the failure to comply with
any such covenants shall not constitute a Default or Event of Default with
respect to such Series under Section 6.01) and the occurrence of any event
specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and
designated as an Event of Default shall not constitute a Default or Event of
Default hereunder, with respect to the Securities of such Series, provided that
the following conditions shall have been satisfied:

     

    (a)           with
reference to this Section 8.04, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
(ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of the Securities of
such Series on the dates such installments of interest or principal and such
sinking fund payments are due;

     

    (b)           such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (c)           no
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     

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

     

    (e)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the covenant defeasance contemplated by this Section have been
complied with; and

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (f)           Such
defeasance shall not result in the trust arising from such deposit constituting
an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from
registration thereunder.

     

    Section
8.05  Repayment to
Company.  The Trustee and the Paying Agent shall pay to the
Company upon written request any money held by them for the payment of principal
and interest that remains unclaimed for two years, and after such time, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another
person.

     

    Section
8.06  Reinstatement.  If
the Trustee or the Paying Agent is unable to apply any money deposited with
respect to Securities of any series in accordance with Section 8.01 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 obligations of the Company under this Indenture with respect to
the Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 8.01; provided, however, that if the
Company has made any payment of principal of, premium (if any) or interest on
any Additional Amounts with respect to 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 money held by
the Trustee or the Paying Agent.

     

    ARTICLE
IX

    AMENDMENTS
AND WAIVERS

     

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

     

    (a)           to
evidence the succession of another person to the Company under this Indenture
and the Securities and the assumption by any such successor person of the
obligations of the Company hereunder and under the Securities;

     

    (b)           to
add or remove covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included for the benefit of such series) or to surrender any right or
power herein conferred upon the Company provided such action does not adversely
affect the interests of the Company;

     

    (c)           to
add any additional Events of Default;

     

    (d)           to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form;

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (e)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when
there is no such Security Outstanding;

     

    (f)           to
establish the forms or terms of the Securities of any series issued pursuant to
the terms hereof;

     

    (g)           to
cure any ambiguity or correct any inconsistency in this Indenture;

     

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

     

    (i)           to
qualify this Indenture under the Trust Indenture Act;

     

    (j)           to
provide for uncertificated securities in addition to certificated
securities;

     

    (k)           to
supplement any provisions of this Indenture necessary to permit or facilitate
the defeasance and discharge of any series of Securities, provided that such
action does not adversely affect the interests of the Holders of Securities of
such series or any other series; and

     

    (l)           to
comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or
traded.

     

    Section
9.02  With
Consent of Holders.  The Company and the Trustee may enter into
a supplemental indenture with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of each such
Series. Except as provided in Section 6.13, the Holders of at least a majority
in principal amount of the outstanding Securities of any Series by notice to the
Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Company with any provision of this Indenture or the Securities with respect to
such Series.  It shall not be necessary for the consent of the Holders
of Securities under this Section 9.02 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such
consent approves the substance thereof.  After a supplemental
indenture or waiver under this section becomes effective, the Company shall mail
to the Holders of Securities affected thereby and, if any Bearer Securities
affected thereby are outstanding, publish on one occasion in an Authorized
Newspaper, a notice briefly describing the supplemental indenture or
waiver.  Any failure by the Company to mail or publish such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture or waiver.

     

    
      
        
        

      

      
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    Section
9.03  Limitations.  Without
the consent of each Holder affected, an amendment or waiver may
not:

     

    (a)           reduce
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver;

     

    (b)           reduce
the rate of or extend the time for payment of interest (including default
interest) on any Security;

     

    (c)           reduce
the principal or change the Stated Maturity of any Security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation;

     

    (d)           reduce
the principal amount of Discount Securities payable upon acceleration of the
maturity thereof;

     

    (e)           waive
a Default or Event of Default in the payment of the principal of or interest, if
any, on any Security (except a rescission of acceleration of the Securities of
any Series by the Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment default that
resulted from such acceleration);

     

    (f)           make
the principal of or interest, if any, on any Security payable in any currency
other than that stated in the Security;

     

    (g)           make
any change in Sections 6.08, 6.13, or 9.03; or

     

    (h)           waive
a redemption payment with respect to any Security.

     

    Section
9.04  Compliance with Trust Indenture
Act.  Every amendment to this Indenture or the Securities of
one or more Series shall be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect.

     

    Section
9.05  Revocation and Effect of
Consents.  Until an amendment is set forth in a supplemental
indenture or a waiver becomes effective, a consent to it by a Holder of a
Security 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 consenting
Holder’s Security, 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 his Security or portion of a Security if the Trustee receives
the notice of revocation before the date of the supplemental indenture or the
date the waiver becomes effective.  Any amendment or waiver once
effective shall bind every Holder of each Series affected by such amendment or
waiver unless it is of the type described in any of clauses (a) through (h) of
Section 9.03.  In that case, the amendment or waiver shall bind each
Holder of a Security who has consented to it and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.

     

    Section
9.06  Notation
on or Exchange of Securities.  The Trustee may place an
appropriate notation about an amendment or waiver on any Security of any Series
thereafter authenticated.  The Company in exchange for Securities of
that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.

     

    
      
        
        

      

      
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    Section
9.07  Trustee
Protected.  In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, in addition to the documents required by Section 10.04,
and (subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

     

    ARTICLE
X

    MISCELLANEOUS

     

    Section
10.01  Trust
Indenture Act Controls.  If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required or
deemed to be included in this Indenture by the TIA, such required or deemed
provision shall control.

     

    Section 10.02  Notices.

     

    (a)           Any
notice or communication by the Company or the Trustee to the other, or by a
Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail or sent by telecopier transmission
addressed as follows:

     

    if to the
Company:

     

    WHX
Corporation

    1133
Westchester Avenue
White
Plains, NY 10604

    Attention:
Chief Executive Officer

    Telephone:
(914) 461-1300

    Facsimile:
(914) 696-8684

     

    if to the
Trustee:

     

    [                                ]

     

    (b)           The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.  Any
notice or communication to a Holder shall be mailed by first-class mail to his
address shown on the register kept by the Registrar and, if any Bearer
Securities are outstanding, published in an Authorized
Newspaper.  Failure to mail a notice or communication to a Holder of
any Series or any defect in it shall not affect its sufficiency with respect to
other Holders of that or any other Series.  If a notice or
communication is mailed or published in the manner provided above, within the
time prescribed, it is duly given, whether or not the Holder receives
it.  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

     

    
      
        
        

      

      
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    (c)           Any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Company may, at the Company’s written
request received by the Trustee not fewer than five (5) Business Days prior (or
such shorter period of time as may be acceptable to the Trustee) to the date on
which such notice must be given or served, be given or served by the Trustee in
the name of and at the expense of the Company.

     

    Section
10.03  Communication by Holders with Other
Holders.  Holders of any Series may communicate pursuant to TIA
Section 312(b) with other Holders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series.  The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

     

    Section
10.04  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
10.05  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 a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with
the provisions of TIA Section 314(e) and shall include:

     

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

     

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

     

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

     

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

     

    Section
10.06  Rules
by Trustee and Agents.  The Trustee may make reasonable rules
for action by or a meeting of Holders of one or more Series.  Any
Agent may make reasonable rules and set reasonable requirements for its
functions.

     

    Section
10.07  Legal
Holidays.  Unless otherwise provided by Board Resolution,
Officers’ Certificate or supplemental indenture hereto for a particular Series,
a “Legal Holiday” is any day that is not a Business Day.  If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

     

    
      
        
        

      

      
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    Section
10.08  No
Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  Each Holder by accepting a Security waives and releases all
such liability.  The waiver and release are part of the consideration
for the issue of the Securities.

     

    Section
10.09  Counterparts.  This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    Section
10.10  Governing
Laws.  This Indenture and the Securities will be governed by,
and construed in accordance with, the internal laws of the State of New York,
without regard to conflict of law principles that would result in the
application of any law other than the laws of the State of New
York.

     

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

     

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

     

    Section
10.13  Severability.  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
10.14  Table
of Contents, Headings, Etc.  The Table of Contents,
Cross-Reference Table, 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 or provisions hereof.

     

    Section
10.15  Securities in a Foreign
Currency.  Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to
Section 2.02 of this Indenture with respect to a particular Series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular action at the
time outstanding and, at such time, there are outstanding Securities of any
Series which are denominated in a coin or currency other than Dollars, then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean
the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York.  If
such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in The City of
New York or in the country of issue of the currency in question or such other
quotations as the Trustee, upon consultation with the Company, shall deem
appropriate.  The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.  All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, to the
extent permitted by law, be conclusive for all purposes and irrevocably binding
upon the Company and all Holders.

     

    
      
        
        

      

      
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    Section
10.16  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 or other amount 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
New York Banking Day, then 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 New
York Banking 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, 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. For purposes of the foregoing, “New York Banking Day” means any
day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.

     

    ARTICLE
XI

    SINKING
FUNDS

     

    Section
11.01  Applicability of
Article.  The provisions of this Article shall be applicable to
any sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture.  The minimum amount of any sinking fund
payment provided for by the terms of the Securities of any Series is herein
referred to as a “mandatory sinking fund payment” and any other amount provided
for by the terms of Securities of such Series is herein referred to as an
“optional sinking fund payment.”  If provided for by the terms of
Securities of any Series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 11.02.  Each sinking fund
payment shall be applied to the redemption of Securities of any Series as
provided for by the terms of the Securities of such Series.

     

    
      
        
        

      

      
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    Section
11.02  Satisfaction of Sinking Fund Payments
with Securities.  The Company may, in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of any
Series to be made pursuant to the terms of such Securities (1) deliver
outstanding Securities of such Series to which such sinking fund payment is
applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as credit Securities of such Series to
which such sinking fund payment is applicable and which have been repurchased by
the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.  If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this
Section 11.02, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000, the
Trustee need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

     

    Section
11.03  Redemption of Securities for Sinking
Fund.  Not less than 45 days (unless otherwise indicated in the
Board Resolution, supplemental indenture or Officers’ Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers’ Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.03.  Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.04, 3.05 and 3.06.

     

    
      
        
        

      

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

     

    
      
        	
                WHX
      CORPORATION

              
	 
      
	
                By:

              	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      


      

    

    


    


    
      
        	 
      
	 
      
	
                [__________________________________],

              
	
                as
      Trustee

              


      

    

    


    


    
      
        	 
      
	 
      
	
                By:

              	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      


      

    

    
 

     

    
      
        
        

      

      
        39