exhibit4_1.htm


    EXHIBIT
4.1

     

    EXECUTED
VERSION

    
 

    SENIOR
INDENTURE

    


    
      


      


      


    

    EXTERRAN
HOLDINGS, INC.

    as
Issuer

    


    and

    


    


    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    as
Trustee

    


    


    _________________________________

    


    


    Indenture

    


    Dated as
of June 10, 2009

    


    


    _________________________________

    


    


    Debt
Securities

    


    


    


    


    
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXTERRAN
HOLDINGS, INC.

    


    Reconciliation
and tie between Trust Indenture Act of 1939

    and
Indenture, dated as of June 10, 2009

    


    

      Section
of

      Trust
Indenture               Section(s)
of

      Act of
1939                       Indenture

      


      §
310        (a)(1)               
7.10

       (a)(2)              
 7.10

      (a)(3)                
Not Applicable

      (a)(4)               
 Not Applicable

      (a)(5)                
7.10

      (b)                    
7.08, 7.10

      §
311       (a)                      7.11

      (b)                      7.11

      (c)                      Not
Applicable

      §
312       (a)                      2.07

      (b)                      10.03

      (c)                      10.03

      §
313      (a)                      
7.06

      (b)                      7.06

      (c)                      7.06

      (d)                      7.06

      §
314      (a)                      
4.03, 4.04

      (b)                      Not
Applicable

      (c)(1)                  10.04

      (c)(2)                  10.04

      (c)(3)                  Not
Applicable

      (d)                      Not
Applicable

      (e)                      10.05

      §
315      (a)                      
7.01(b)

      (b)                      7.05

      (c)                      7.01(a)

      (d)                      7.01(c)

      (d)(1)                 
7.01(c)(1)

      (d)(2)                 
7.01(c)(2)

      (d)(3)                 
7.01(c)(3)

      (e)                      
6.11

      §
316      (a)(1)(A)             6.05

      (a)(1)(B)             6.04

      (a)(2)                   Not
Applicable

      (a)(last sentence) 2.11

      (b)                      6.07

      §
317      (a)(1)                  6.08

      (a)(2)                 6.09

      (b)                      2.06

      §
318       (a)                      10.01

      ____________

    

     

     

    
      	
              Note:

            	
              This
      reconciliation and tie shall not, for any purpose, be deemed to be a part
      of the Indenture.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      
        TABLE
OF CONTENTS

         

         

        ARTICLE
I                                DEFINITIONS
AND INCORPORATION BY REFERENCE

        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                                Amount
Unlimited; Issuable in
Series.                                                                                     6

        SECTION
2.02                                Denominations.                                           9

        SECTION
2.03                                Forms
Generally.                                           9

        SECTION
2.04                                Execution,
Authentication, Delivery and Dating.10

        SECTION
2.05                                Registrar
and Paying
Agent.                                                                11

        SECTION
2.06                                Paying
Agent to Hold Money in
Trust.                                                                                     12

        SECTION
2.07                                Holder
Lists.                                12

        SECTION
2.08                                Transfer
and
Exchange.                                                      12

        SECTION
2.09                                Replacement
Securities.                                                      13

        SECTION
2.10                                Outstanding
Securities.                                                      13

        SECTION
2.11                                Original
Issue Discount, Foreign-Currency Denominated and Treasury
Securities.14

        SECTION
2.12                                Temporary
Securities.                                                      14

        SECTION
2.13                                Cancellation.                                14

        SECTION
2.14                                Payments;
Defaulted
Interest.                                                                15

        SECTION
2.15                                Persons
Deemed
Owners.                                                      15

        SECTION
2.16                                Computation
of
Interest.                                                      15

        SECTION
2.17                                Global
Securities; Book-Entry
Provisions.                                                                                     16

        ARTICLE
III                                REDEMPTION                                           18

        SECTION
3.01                                Applicability
of
Article.                                                      18

        SECTION
3.02                                Notice
to the
Trustee.                                                      18

        SECTION
3.03                                Selection
of Securities To Be
Redeemed.                                                                                     18

        SECTION
3.04                                Notice
of
Redemption.                                                      19

        SECTION
3.05                                Effect
of Notice of
Redemption.                                                                           19

        SECTION
3.06                                Deposit
of Redemption
Price.                                                                20

        SECTION
3.07                                Securities
Redeemed or Purchased in
Part.                                                                                     20

        SECTION
3.08                                Purchase
of
Securities.                                                      20

        SECTION
3.09                                Mandatory
and Optional Sinking
Funds.                                                                                     20

        SECTION
3.10                                Satisfaction
of Sinking Fund Payments with Securities.21

        SECTION
3.11                                Redemption
of Securities for Sinking
Fund.                                                                                                21

        ARTICLE
IV                                COVENANTS                                22

        SECTION
4.01                                Payment
of
Securities.                                                      22


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SECTION
4.02                                Maintenance
of Office or
Agency.                                                                           22

        SECTION
4.03                                SEC
Reports; Financial
Statements.                                                                           23

        SECTION
4.04                                Compliance
Certificate.                                                      23

        SECTION
4.05                                Corporate
Existence.                                           23

        SECTION
4.06                                Waiver
of Stay, Extension or Usury
Laws.                                                                                     24

        SECTION
4.07                                Additional
Amounts.                                                      24

        ARTICLE
V                                SUCCESSORS                                           24

        SECTION
5.01                                Limitations
on Mergers and
Consolidations.                                                                                                24

        SECTION
5.02                                Successor
Person
Substituted.                                                                25

        ARTICLE
VI                                DEFAULTS
AND
REMEDIES                                                                25

        SECTION
6.01                                Events
of
Default.                                           25

        SECTION
6.02                                Acceleration.                                27

        SECTION
6.03                                Other
Remedies.                                           27

        SECTION
6.04                                Waiver
of
Defaults.                                           28

        SECTION
6.05                                Control
by
Majority.                                           28

        SECTION
6.06                                Limitations
on
Suits.                                           28

        SECTION
6.07                                Rights
of Holders to Receive
Payment.                                                                                     29

        SECTION
6.08                                Collection
Suit by
Trustee.                                                                29

        SECTION
6.09                                Trustee
May File Proofs of
Claim.                                                                           29

        SECTION
6.10                                Priorities.                      30

        SECTION
6.11                                Undertaking
for
Costs.                                                      30

        ARTICLE
VII                                TRUSTEE                                31

        SECTION
7.01                                Duties
of
Trustee.                                           31

        SECTION
7.02                                Rights
of
Trustee.                                           32

        SECTION
7.03                                May
Hold
Securities.                                                      32

        SECTION
7.04                                Trustee’s
Disclaimer.                                                      32

        SECTION
7.05                                Notice
of
Defaults.                                           33

        SECTION
7.06                                Reports
by Trustee to
Holders.                                                                33

        SECTION
7.07                                Compensation
and
Indemnity.                                                                33

        SECTION
7.08                                Replacement
of
Trustee.                                                      34

        SECTION
7.09                                Successor
Trustee by Merger,
etc.                                                                           35

        SECTION
7.10                                Eligibility;
Disqualification.                                                                36

        SECTION
7.11                                Preferential
Collection of Claims Against the Company.36

        ARTICLE
VIII                                DISCHARGE
OF
INDENTURE                                                                           36

        SECTION
8.01                                Termination
of the Company’s
Obligations.                                                                                                36

        SECTION
8.02                                Application
of Trust
Money.                                                                40

        SECTION
8.03                                Repayment
to
Company.                                                      40

        SECTION
8.04                                Reinstatement.                                40

        ARTICLE
IX                                SUPPLEMENTAL
INDENTURES AND AMENDMENTS41

        SECTION
9.01                                Without
Consent of
Holders.                                                                41

        SECTION
9.02                                With
Consent of
Holders.                                                      42

        SECTION
9.03                                Compliance
with Trust Indenture
Act.                                                                                     44


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SECTION
9.04                                Revocation
and Effect of
Consents.                                                                           44

        SECTION
9.05                                Notation
on or Exchange of
Securities.                                                                                     45

        SECTION
9.06                                Trustee
to Sign Amendments,
etc.                                                                           45

        ARTICLE
X                                MISCELLANEOUS                                           45

        SECTION
10.01                                           Trust
Indenture Act
Controls.                                                                45

        SECTION
10.02                                           Notices.                      45

        SECTION
10.03                                           Communication
by Holders with Other Holders.47

        SECTION
10.04                                           Certificate
and Opinion as to Conditions Precedent.47

        SECTION
10.05                                           Statements
Required in Certificate or Opinion.47

        SECTION
10.06                                           Rules
by Trustee and
Agents.                                                                47

        SECTION
10.07                                           Legal
Holidays.                                           48

        SECTION
10.08                                           No
Recourse Against
Others.                                                                48

        SECTION
10.09                                           Governing
Law.                                           48

        SECTION
10.10                                           No
Adverse Interpretation of Other Agreements.48

        SECTION
10.11                                           Successors.                                48

        SECTION
10.12                                           Severability.                                48

        SECTION
10.13                                           Counterpart
Originals.                                                      48

        SECTION
10.14                                           Table
of Contents, Headings,
etc.                                                                           48

        


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE
dated as of June 10, 2009 between Exterran Holdings, Inc., a Delaware
corporation (the “Company”), and Wells Fargo Bank, National Association, as
trustee (the “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 Company’s unsecured debentures, notes or
other evidences of indebtedness (the “Securities”) to be issued from time to
time in one or more series as provided in this Indenture:

     

    ARTICLE
I

     

    


     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    
      	
              SECTION
      1.01

            	
              Definitions.

            


    

     

    “Additional
Amounts” means any additional amounts required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein or pursuant thereto, to be paid by the Company with respect to certain
taxes, assessments or other governmental charges imposed on certain Holders and
that 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 purposes of this definition, “control” of
a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and
“controlled” shall have meanings correlative to the foregoing.

     

    “Agent”
means any Registrar or Paying Agent.

     

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

     

    “Board of
Directors” means the Board of Directors of the Company or any committee thereof
duly authorized, with respect to any particular matter, to act by or on behalf
of the Board of Directors of the Company.

     

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

     

    “Business
Day” means any day that is not a Legal Holiday.

     

    “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
“Company” shall also mean each other obligor (if any) on the Securities of a
series.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Company
Order” and “Company Request” mean, respectively, a written order or request
signed in the name of the Company by two Officers of the Company, and delivered
to the Trustee.

     

    “Corporate
Trust Office of the Trustee” means the office of the Trustee located at
1445 Ross Avenue, 2nd Floor, MAC T5303-02J, Dallas, TX 75202, Attention:
Patrick Giordano, and as may be located at such other address as the Trustee may
give notice to the Company.

     

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

     

    “Depositary”
means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person specified pursuant to Section 2.01 hereof
as the initial Depositary with respect to the Securities of such series, until a
successor shall have been appointed and become such pursuant to the applicable
provision of this Indenture, and thereafter “Depositary” shall mean or include
such successor.

     

    “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States as at the time shall be legal tender for the payment of public and
private debt.

     

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

     

    “GAAP”
means generally accepted accounting principles in the United States set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to
time.

     

    “Global
Security” means a Security that is issued in global form in the name of the
Depositary with respect thereto or its nominee.

     

    “Government
Obligations” means, with respect to a series of Securities, direct obligations
of the government that issues the currency in which the Securities of the series
are payable for the payment of which the full faith and credit of such
government is pledged, or obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of such government, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
such government.

     

    “Holder”
means a Person in whose name a Security is registered.

     

    “Indenture”
means this Indenture as amended or supplemented from time to time pursuant to
the provisions hereof, and includes the terms of a particular series of
Securities established as contemplated by Section 2.01.

     

    “interest”
means, with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, interest payable after
Maturity.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Interest
Payment Date,” when used with respect to any Security, shall have the meaning
assigned to such term in the Security as contemplated by Section
2.01.

     

    “Issue
Date” means, with respect to Securities of a series, the date on which the
Securities of such series are originally issued under this
Indenture.

     

    “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
any of The City of New York, New York; Houston, Texas or a Place of Payment are
authorized or obligated by law, regulation or executive order to remain
closed.

     

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

     

    “Officer”
means the Chairman of the Board, the President, any Vice Chairman of the Board,
any Vice President, the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Controller, any Assistant Controller, the Secretary or any
Assistant Secretary of a Person.

     

    “Officers’
Certificate” means a certificate signed by two Officers of a
Person.

     

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

     

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

     

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

     

    “Place of
Payment” means, with respect to the Securities of any series, the place or
places where the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of that series are payable as
specified in accordance with Section 2.01 subject to the provisions of Section
4.02.

     

    “principal”
of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.

     

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

     

    “Redemption
Price” means, with respect to any Security to be redeemed, the price at which it
is to be redeemed pursuant to this Indenture.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Responsible
Officer” means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

     

    “Rule
144A Securities” means Securities of a series designated pursuant to
Section 2.01 as entitled to the benefits of
Section 4.03(b).

     

    “SEC”
means the Securities and Exchange Commission.

     

    “Securities”
has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this
Indenture.

     

    “Security
Custodian” means, with respect to Securities of a series issued in global form,
the Trustee for Securities of such series, as custodian with respect to the
Securities of such series, or any successor entity thereto.

     

    “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 a Person at least a majority of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other
Subsidiaries.  For the purposes of this definition, “voting stock”
means stock having voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

     

    “TIA”
means the Trust Indenture Act of 1939, as amended, as in effect on the date
hereof.

     

    “Trustee”
means the Person named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” means
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 means the Trustee with respect to Securities of that series.

     

    “United
States” means the United States of America (including the States and the
District of Columbia) and its territories and possessions, which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     

    “U.S.
Government Obligations” means Government Obligations with respect to Securities
payable in Dollars.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Other
Definitions.

     

    
      	
              Term

            	
              Defined

              in Section

            
	 
      	 
      
	
              “Agent
      Members”                                                                                                                

              “Bankruptcy
      Custodian”                                                                                                                

              “Conversion
      Event”                                                                                                                

              “covenant
      defeasance”                                                                                                                

              “Event
      of
      Default”                                                                                                                

              “Exchange
      Rate”                                                                                                                

              “Judgment
      Currency”                                                                                                                

              “legal
      defeasance”                                                                                                                

              “mandatory
      sinking fund
      payment”                                                                                                                

              “optional
      sinking fund
      payment”                                                                                                                

              “Paying
      Agent”                                                                                                                

              “Registrar”                                                                                                                

              “Required
      Currency”                                                                                                                

              “Successor”                                                                                                                

            	
              2.17

              6.01

              6.01

              8.01

              6.01

              2.11

              6.10

              8.01

              3.09

              3.09

              2.05

              2.05

              6.10

              5.01

            


    

     

    
      	
              SECTION
      1.02

            	
              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 (and if the Indenture is not
qualified under the TIA at that time, as if it were so qualified unless
otherwise provided).  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 or any other obligor on the
Securities.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    
      	
               
      

            	
              (1)

            	
              a
      term has the meaning assigned to
it;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

            	
              “or”
      is not exclusive;

            


    

     

    
      	
               
      

            	
              (4)

            	
              words
      in the singular include the plural, and in the plural include the
      singular;

            


    

     

    
      	
               
      

            	
              (5)

            	
              provisions
      apply to successive events and transactions;
and

            


    

     

    
      	
               
      

            	
              (6)

            	
              all
      references in this instrument to Articles and Sections are references to
      the corresponding Articles and Sections in and of this
      instrument.

            


    

     

    ARTICLE
II

     

    


     

    THE
SECURITIES

     

    
      	
              SECTION
      2.01

            	
              Amount Unlimited; 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.  There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers’ Certificate of the Company or in a
Company Order, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

     

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

     

    (2)           if
there is to be a limit, the limit upon the aggregate principal amount of the
Securities of the series that 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 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for
any Securities which, pursuant to Section 2.04 or 2.17, are deemed never to have
been authenticated and delivered hereunder); provided, however, that
unless otherwise provided in the terms of the series, the authorized aggregate
principal amount of such series may be increased before or after the issuance of
any Securities of the series by a Board Resolution (or action pursuant to a
Board Resolution) to such effect;

     

    (3)         
whether
any Securities of the series are to be issuable initially in temporary global
form and whether any Securities of the series are to be issuable in permanent
global form, as Global Securities or otherwise, and, if so, whether beneficial
owners of interests in any such Global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 2.17, and the initial
Depositary and Security Custodian, if any, for any Global Security or Securities
of such series;

     

    (4)           the
manner in which any interest payable on a temporary Global Security on any
Interest Payment Date will be paid if other than in the manner provided in
Section 2.14;

     

    (5)           the
right, if any, to extend or defer the interest payment periods and the duration
of any such extension;

     

    (6)           the
date or dates on which the principal of and premium (if any) on the Securities
of the series is payable or the method of determination thereof;

     

    (7)           the
rate or rates, or the method of determination thereof, at which the Securities
of the series shall bear interest, if any, whether and under what circumstances
Additional Amounts with respect to such Securities shall be payable, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable and the record date for the interest payable on
any Securities on any Interest Payment Date, or if other than provided herein,
the Person to whom any interest on Securities of the series shall be
payable;

     

    (8)           the
place or places where, subject to the provisions of Section 4.02, the principal
of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of the series shall be payable;

     

    (9)           the
period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of
the Company, if the Company is to have that option, and the manner in which the
Company must exercise any such option, if different from those set forth
herein;

     

    (10)           the
obligation, if any, of the Company to redeem, purchase or repay 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
(whether denominated in cash, securities or otherwise) at which and the terms
and conditions upon which Securities of the series shall be redeemed, purchased
or repaid in whole or in part pursuant to such obligation;

     

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

     

    (12)         
if other
than Dollars, the currency or currencies (including composite currencies) or the
form, including equity securities, other debt securities (including Securities),
warrants or any other securities or property of the Company or any other Person,
in which payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series shall be
payable;

     

    (13)           if
the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies (including
composite currencies) other than that in which the Securities are stated to be
payable, the currency or currencies (including composite currencies) in which
payment of the principal of, premium (if any) and interest on and any Additional
Amounts with respect to Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms and conditions
upon which such election is to be made;

     

    (14)           if
the amount of payments of principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series may be
determined with reference to any commodities, currencies or indices, values,
rates or prices or any other index or formula, the manner in which such amounts
shall be determined;

     

    (15)           if
other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 6.02;

     

    (16)           any
additional means of satisfaction and discharge of this Indenture and any
additional conditions or limitations to discharge with respect to Securities of
the series pursuant to Article VIII or any modifications of or deletions
from such conditions or limitations;

     

    (17)           any
deletions or modifications of or additions to the Events of Default set forth in
Section 6.01 or covenants of the Company set forth in Article IV pertaining to
the Securities of the series;

     

    (18)           any
restrictions or other provisions with respect to the transfer or exchange of
Securities of the series, which may amend, supplement, modify or supersede those
contained in this Article II;

     

    (19)           if
the Securities of the series are to be convertible into or exchangeable for
capital stock, other debt securities (including Securities), warrants, other
equity securities or any other securities or property of the Company or any
other Person, at the option of the Company or the Holder or upon the occurrence
of any condition or event, the terms and conditions for such conversion or
exchange;

     

    (20)           if
the Securities of the series are to be entitled to the benefit of
Section 4.03(b) (and accordingly constitute Rule 144A Securities), that
fact; and

     

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

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers’ Certificate or Company Order
referred to above or in any such indenture supplemental hereto.

     

    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action, together with such
Board Resolution, shall be set forth in an Officers’ Certificate or certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate or Company
Order setting forth the terms of the series.

     

    
      	
              SECTION
      2.02

            	
              Denominations.

            


    

     

    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 2.01.  In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiples thereof.

     

    
      	
              SECTION
      2.03

            	
              Forms
      Generally.

            


    

     

    The
Securities of each series shall be in fully registered form and in
substan­tially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto.  The Securities may have notations,
legends or endorsements required by law, securities exchange rule, the Company’s
certificate of incorporation, bylaws or other similar governing documents,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the
Company).  A copy of the Board Resolution establishing the form or
forms of Securities of any series shall be delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 2.04 for the
authentication and delivery of such Securities.

     

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

     

    The
Trustee’s certificate of authentication shall be in substantially the following
form:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    Wells
Fargo Bank, National Association, as Trustee

     

    By: _____________________________________

    Authorized Signatory”.

     

    
      	
              SECTION
      2.04

            	
              Execution, Authentication,
      Delivery and Dating.

            


    

     

    Two
Officers of the Company shall sign the Securities on behalf of the Company by
manual or facsimile signature.  If an Officer of the Company whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall be valid nevertheless.

     

    A
Security shall not be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose until authenticated by the manual signature of an
authorized signatory of the Trustee, which signature shall be conclusive
evidence that the Security has been authenticated under this
Indenture.  Notwithstanding the foregoing, if any Security has been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company delivers such Security to the Trustee for cancellation as
provided in Section 2.13, together with a written statement (which need not
comply with Section 10.05 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, and the Trustee shall authenticate and deliver such
Securities for original issue upon a Company Order for the authentication and
delivery of such Securities or pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company Order.  Such
order shall specify the amount of the Securities to be authenticated, the date
on which the original issue of Securities is to be authenticated, the name or
names of the initial Holder or Holders and any other terms of the Securities of
such series not otherwise determined.  If provided for in such
procedures, such Company Order may authorize (1) authentication and delivery of
Securities of such series for original issue from time to time, with certain
terms (including, without limitation, the Maturity dates or dates, original
issue date or dates and interest rate or rates) that differ from Security to
Security and (2) may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent, which
instructions shall be promptly confirmed in writing.

     

    If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Section 2.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive (in addition to the Company Order referred to

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    above and
the other documents required by Section 10.04), and (subject to Section 7.01)
shall be fully protected in relying upon:

     

    ii)           an
Officers’ Certificate setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the
last paragraph of Section 2.01; and

     

    iii)           an
Opinion of Counsel to the effect that:

     

    (i)           the
form of such Securities has been established in conformity with the provisions
of this Indenture;

     

    (ii)           the
terms of such Securities have been established in conformity with the provisions
of this Indenture; and

     

    (iii)           that
such Securities when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws in effect from time to time affecting the rights of creditors generally,
and the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     

    If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time
of issuance of each such Security, but such Officers’ Certificate and Opinion of
Counsel shall be delivered at or before the time of issuance of the first
Security of the series to be issued.

     

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

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  Unless limited by the terms of such
appointment, 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.

     

    Each
Security shall be dated the date of its authentication.

     

    
      	
              SECTION
      2.05

            	
              Registrar and Paying
      Agent.

            


    

     

    The
Company shall maintain an office or agency for each series of Securities where
Securities of such series may be presented for registration of transfer or
exchange (“Registrar”) and an office or agency where Securities of such series
may be presented for

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    payment
(“Paying Agent”).  The Registrar shall keep a register of the
Securities of such series and of their transfer and exchange.  The
Company may appoint one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent.

     

    The
Company shall enter into an appropriate agency agreement with any Registrar or
Paying Agent not a party to this Indenture.  The agreement shall
implement the provisions of this Indenture that relate to such
Agent.  The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture.  The Company may change
any Paying Agent or Registrar without notice to any Holder.  If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such.  The Company or any Subsidiary
may act as Paying Agent or Registrar.

     

    The
Company initially appoints the Trustee as Registrar and Paying
Agent.

     

    
      	
              SECTION
      2.06

            	
              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 or
the Trustee all money held by the Paying Agent for the payment of principal of,
premium, if any, or interest on or any Additional Amounts with respect to
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 and to account
for any funds disbursed.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed.  Upon payment over to the Trustee and upon accounting for
any funds disbursed, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.  If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.  Each Paying Agent shall otherwise comply with TIA
§ 317(b).

     

    
      	
              SECTION
      2.07

            	
              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 and shall
otherwise comply with TIA § 312(a).  If the Trustee is not the
Registrar with respect to a series of Securities, the Company shall furnish to
the Trustee at least five Business Days before each Interest Payment Date with
respect to such series of Securities, 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 such series, and the
Company shall otherwise comply with TIA § 312(a).

     

    
      	
              SECTION
      2.08

            	
              Transfer and
      Exchange.

            


    

     

    Except as
set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    When
Securities of any series are presented to the Registrar with the request to
register the transfer of such Securities or to exchange such Securities for an
equal principal amount of Securities of the same series of like tenor and of
other authorized denominations, the Registrar shall register the transfer or
make the exchange as requested if its requirements and the requirements of this
Indenture for such transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in
form reasonably satisfactory to the Registrar duly executed by the Holder
thereof or by his attorney, duly authorized in writing, on which instruction the
Registrar can rely.

     

    To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar’s written request and
submission of the Securities or Global Securities.  No service charge
shall be made to a Holder 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 such transfer tax or similar
governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or
9.05). The Trustee shall authenticate Securities in accordance with the
provisions of Section 2.04.  Notwithstanding any other provisions of
this Indenture to the contrary, the Company shall not be required to register
the transfer or exchange of (a) any Security selected for redemption in whole or
in part pursuant to Article III, except the unredeemed portion of any Security
being redeemed in part, or (b) any Security during the period beginning 15
Business Days prior to the mailing of notice of any offer to repurchase
Securities of the series required pursuant to the terms thereof or of redemption
of Securities of a series to be redeemed and ending at the close of business on
the day of mailing.

     

    
      	
              SECTION
      2.09

            	
              Replacement
      Securities.

            


    

     

    If any
mutilated Security is surrendered to the Trustee, or if the Holder of a Security
claims that the Security has been destroyed, lost or stolen and the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of such Security, the Company shall issue and the Trustee shall
authenticate a replacement Security of the same series if the Trustee’s
requirements are met.  If 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.  If required by the Trustee or the Company, such Holder must
furnish an indemnity bond that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent or any authenticating
agent from any loss that any of them may suffer if a Security is
replaced.  The Company and the Trustee may charge a Holder for their
expenses in replacing a Security.

     

    Every
replacement Security is an additional obligation of the Company.

     

    
      	
              SECTION
      2.10

            	
              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 in a Global Security effected by the Trustee hereunder and those
described in this Section 2.10 as not outstanding.

     

    If a
Security is replaced pursuant to Section 2.09, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.

     

    If the
principal amount of any Security is considered paid under Section 4.01, it
ceases to be outstanding and interest on it ceases to accrue.

     

    A
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

     

    
      	
              SECTION
      2.11

            	
              Original Issue Discount,
      Foreign-Currency Denominated and Treasury
    Securities.

            


    

     

    In
determining whether the Holders of the required principal amount of Securities
have concurred in any direction, amendment, supplement, waiver or consent,
(a) the principal amount of an Original Issue Discount Security shall be
the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign
currency shall be the Dollar equivalent, as determined by the Company by
reference to the noon buying rate in The City of New York for cable transfers
for such currency, as such rate is certified for customs purposes by the Federal
Reserve Bank of New York (the “Exchange Rate”) on the date of original issuance
of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent, as determined by the Company by
reference to the Exchange Rate on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such Security
and (c) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded, except that, for the purpose of determining whether the Trustee
shall be protected in relying upon any such direction, amendment, supplement,
waiver or consent, only Securities that a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded.

     

    
      	
              SECTION
      2.12

            	
              Temporary
      Securities.

            


    

     

    Until
definitive Securities of any series are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary
Securities.  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 shall authenticate definitive Securities
in exchange for temporary Securities.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

     

    
      	
              SECTION
      2.13

            	
              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, payment or redemption or for credit against
any sinking fund payment.  The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, redemption,
replacement or cancellation or for credit against any sinking
fund.  Unless the Company shall direct in writing that canceled
Securities be returned to it, after written notice to the Company all canceled
Securities held by the Trustee shall be disposed of in accordance with the usual
disposal procedures of the Trustee, and the Trustee shall maintain a record of
their disposal.  The Company may not issue new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for
cancellation.

     

    
      	
              SECTION
      2.14

            	
              Payments; Defaulted
      Interest.

            


    

     

    Unless
otherwise provided as contemplated by Section 2.01, interest (except
defaulted interest) on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Persons who
are registered Holders of that Security at the close of business on the record
date next preceding such Interest Payment Date, even if such Securities are
canceled after such record date and on or before such Interest Payment
Date.  The Holder must surrender a Security to a Paying Agent to
collect principal payments.  Unless otherwise provided with respect to
the Securities of any series, the Company will pay the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
in Dollars.  Such amounts shall be payable at the offices of the
Trustee or any Paying Agent, provided that at the option
of the Company, the Company may pay such amounts (1) by wire transfer with
respect to Global Securities or (2) by check payable in such money mailed to a
Holder’s registered address with respect to any Securities.

     

    If the
Company defaults in a payment of interest on the Securities of any series, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest on the defaulted interest, in each case at the rate
provided in the Securities of such series and in Section 4.01.  The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date.  At least 15 days before any special
record date selected by the Company, the Company (or the Trustee, in the name of
and at the expense of the Company upon 20 days’ prior written notice from the
Company setting forth such special record date and the interest amount to be
paid) shall mail to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.

     

    
      	
              SECTION
      2.15

            	
              Persons Deemed
      Owners.

            


    

     

    The
Company, the Trustee, any Agent and any authenticating agent may treat the
Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payments of principal of, premium (if any) or
interest on or any Additional Amounts with respect to such Security and for all
other purposes.  None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the
contrary.

     

    
      	
              SECTION
      2.16

            	
              Computation of
      Interest.

            


    

     

    Except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a year comprising twelve 30-day months.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Global
Securities; Book-Entry Provisions.

     

    If
Securities of a series are issuable in global form as a Global Security, as
contemplated by Section 2.01, then, notwithstanding clause (10) of Section
2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions.  Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of outstanding Securities
represented thereby shall be made by the Trustee (i) in such manner and upon
instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order to be delivered to the Trustee pursuant to
Section 2.04 or (ii) otherwise in accordance with written instructions or
such other written form of instructions as is customary for the Depositary for
such Security, from such Depositary or its nominee on behalf of any Person
having a beneficial interest in such Global Security.  Subject to the
provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or
in the applicable Company Order.  With respect to the Securities of
any series that are represented by a Global Security, the Company authorizes the
execution and delivery by the Trustee of a letter of representations or other
similar agreement or instrument in the form customarily provided for by the
Depositary appointed with respect to such Global Security.  Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary.  If a Company Order has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 10.05 and need not be accompanied by an Opinion of
Counsel.

     

    Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depositary, or the Trustee or the Security Custodian as its custodian, or
under such Global Security, and the Depositary may be treated by the Company,
the Trustee or the Security Custodian and any agent of the Company, the Trustee
or the Security Custodian as the absolute owner of such Global Security for all
purposes whatsoever.  Notwithstanding the foregoing, (i) the
registered holder of a Global Security of a series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder of
Securities of such series is entitled to take under this Indenture or the
Securities of such series and (ii) nothing herein shall prevent the Company, the
Trustee or the Security Custodian, or any agent of the Company, the Trustee or
the Security Custodian, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or shall impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any
Security.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
Section 2.08, and except as otherwise provided pursuant to Section
2.01:  Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees.  Interests of beneficial
owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary.  Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global
Security if, and only if, either (1) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for the Global Security and a
successor Depositary is not appointed by the Company within 90 days of such
notice or (2) an Event of Default has occurred with respect to such series and
is continuing and the Registrar has received a request from the Depositary to
issue Securities in lieu of all or a portion of the Global Security (in which
case the Company shall deliver Securities within 30 days of such
request).

     

    In
connection with any transfer of a portion of the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interests in the Global Security to be transferred, and
the Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of Securities shall authenticate and deliver,
one or more Securities of the same series of like tenor and amount.

     

    In
connection with the transfer of all the beneficial interests in a Global
Security to beneficial owners pursuant to this Section 2.17, the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interests in the Global Security, an equal aggregate principal amount of
Securities of authorized denominations.

     

    Neither
the Company nor the Trustee will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, Securities by
the Depositary, or for maintaining, supervising or reviewing any records of the
Depositary relating to such Securities.  Neither the Company nor the
Trustee shall be liable for any delay by the related Global Security Holder or
the Depositary in identifying the beneficial owners, and each such Person may
conclusively rely on, and shall be protected in relying on, instructions from
such Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Securities to be issued).

     

    The
provisions of the last sentence of the third paragraph of Section 2.04 shall
apply to any Global Security if such Global Security was never issued and sold
by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 10.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

     

    Notwithstanding
the provisions of Sections 2.03 and 2.14, unless otherwise specified as
contemplated by Section 2.01, payment of principal of, premium (if any) and
interest

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    on and
any Additional Amounts with respect to any Global Security shall be made to the
Person or Persons specified therein.

     

    ARTICLE
III

     

    


     

    REDEMPTION

     

    
      	
              SECTION
      3.01

            	
              Applicability of
      Article.

            


    

     

    Securities
of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.01 for Securities of any series) in accordance with
this Article III.

     

    
      	
              SECTION
      3.02

            	
              Notice to the
      Trustee.

            


    

     

    If the
Company elects to redeem Securities of any series pursuant to this Indenture, it
shall notify the Trustee of the Redemption Date and the principal amount of
Securities of such series to be redeemed.  The Company shall so notify
the Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee) by delivering to the Trustee an Officers’
Certificate stating that such redemption will comply with the provisions of this
Indenture and of the Securities of such series.  Any such notice may
be canceled at any time prior to the mailing of such notice of such redemption
to any Holder and shall thereupon be void and of no effect.  A
redemption or notice thereof may be subject to one or more
conditions.

     

    
      	
              SECTION
      3.03

            	
              Selection of Securities To Be
      Redeemed.

            


    

     

    If less
than all the Securities of any series are to be redeemed (unless all of the
Securities of such series of a specified tenor are to be redeemed), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the outstanding Securities of
such series (and tenor) not previously called for redemption, either at random,
by lot or by such other method as the Trustee shall deem fair and appropriate
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of Global Securities of such
series.

     

    The
Trustee shall promptly notify the Company and the Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be
redeemed.

     

    For
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to redemption of Securities shall relate, in the case of any
of the Securities redeemed or to be redeemed only in part, to the portion of the
principal amount thereof which has been or is to be redeemed.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notice of
Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at the address of such Holder appearing in the
register of Securities maintained by the Registrar.

     

    All
notices of redemption shall identify the Securities to be redeemed and shall
state:

     

    (1)           the
Redemption Date;

     

    (2)           the
Redemption Price;

     

    (3)           that,
unless the Company defaults in making the redemption payment, interest on
Securities called for redemption ceases to accrue on and after the Redemption
Date, and the only remaining right of the Holders of such Securities is to
receive payment of the Redemption Price upon surrender to the Paying Agent of
the Securities redeemed;

     

    (4)           if
any Security is to be redeemed in part, the portion of the principal amount
thereof to be redeemed and that on and after the Redemption Date, upon surrender
for cancellation of such Security to the Paying Agent, a new Security or
Securities in the aggregate principal amount equal to the unredeemed portion
thereof will be issued without charge to the Holder;

     

    (5)           that
Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price and the name and address of the Paying
Agent;

     

    (6)           that
the redemption is for a sinking or analogous fund, if such is the
case;

     

    (7)           the
CUSIP number, if any, relating to such Securities; and

     

    (8)           if
the redemption or notice thereof is subject to one or more conditions, a
statement to such effect and the condition or conditions precedent.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request, by the Trustee in the
name and at the expense of the Company.

     

    
      	
              SECTION
      3.04

            	
              Effect of Notice of
      Redemption.

            


    

     

    Once
notice of redemption is mailed, unless the redemption or notice thereof is
subject to one or more conditions as specified in the notice, Securities called
for redemption become due and payable on the Redemption Date and at the
Redemption Price.  Upon surrender to the Paying Agent, such Securities
called for redemption shall be paid at the Redemption Price, but interest
installments whose maturity is on or prior to such Redemption Date will be
payable on the relevant Interest Payment Dates to the Holders of record at the
close of business on the relevant record dates specified pursuant to Section
2.01.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Deposit
of Redemption Price.

     

    On or
prior to 11:00 a.m., New York City time, on any Redemption Date, the Company
shall deposit with the Trustee or the Paying Agent (or, if the Company is acting
as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect to,
the Securities or portions thereof which are to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

     

    If the
Company complies with the preceding paragraph, then, unless the Company defaults
in the payment of such Redemption Price, interest on the Securities to be
redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Securities are presented for payment, and the Holders of
such Securities shall have no further rights with respect to such Securities
except for the right to receive the Redemption Price upon surrender of such
Securities.  If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal, premium, if any, any
Additional Amounts, and, to the extent lawful, accrued interest thereon shall,
until paid, bear interest from the Redemption Date at the rate specified
pursuant to Section 2.01 or provided in the Securities or, in the case of
Original Issue Discount Securities, such Securities’ yield to
maturity.

     

    
      	
              SECTION
      3.05

            	
              Securities Redeemed or
      Purchased in Part.

            


    

     

    Upon
surrender to the Paying Agent of a Security to be redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge a new Security or Securities, of the same
series and of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the unredeemed portion
of the principal of the Security so surrendered that is not
redeemed.

     

    
      	
              SECTION
      3.06

            	
              Purchase of
      Securities.

            


    

     

    Unless
otherwise specified as contemplated by Section 2.01, the Company, and any
Affiliate of the Company may, subject to applicable law, at any time purchase or
otherwise acquire Securities in the open market or by private
agreement.  Any such acquisition shall not operate as or be deemed for
any purpose to be a redemption of the indebtedness represented by such
Securities.  Any Securities purchased or acquired by the Company may
be delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 2.13 shall apply to
all Securities so delivered.

     

    
      	
              SECTION
      3.07

            	
              Mandatory and Optional Sinking
      Funds.

            


    

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.”  Unless otherwise provided 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 3.10.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

     

    
      	
              SECTION
      3.08

            	
              Satisfaction of Sinking Fund
      Payments with Securities.

            


    

     

    The
Company may deliver outstanding Securities of a series (other than any
previously called for redemption) and may apply as a credit Securities of a
series that have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
series of Securities; provided that such Securities
have not been previously so credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption 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.

     

    
      	
              SECTION
      3.09

            	
              Redemption of Securities for
      Sinking Fund.

            


    

     

    Not less
than 45 days prior (unless a shorter period shall be satisfactory to the
Trustee) to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers’ Certificate of the Company
specifying the amount of the next ensuing 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 delivery of or by crediting Securities of that series pursuant to
Section 3.10 and will also deliver or cause to be delivered to the Trustee any
Securities to be so delivered.  Failure of the Company to timely
deliver or cause to be delivered such Officers’ Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute the election of the Company (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Company will make
no optional sinking fund payment with respect to such series as provided in this
Section.

     

    If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $100,000 (or the
Dollar equivalent thereof based on the applicable Exchange Rate on the date of
original issue of the applicable Securities) or a lesser sum if the Company
shall so request with respect to the Securities of any particular series, such
cash shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption.  If
such amount shall be $100,000 (or the Dollar equivalent thereof as aforesaid) or
less and the Company makes no such request then it shall be carried over until a
sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is
available.  Not less than 30 days 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 3.03 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 3.04.  Such
notice

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.05, 3.06 and 3.07.

     

    ARTICLE
IV

     

    


     

    COVENANTS

     

    
      	
              SECTION
      4.01

            	
              Payment of
      Securities.

            


    

     

    The
Company shall pay the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of each series on the dates
and in the manner provided in the Securities of such series and in this
Indenture.  Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Company or a Subsidiary) holds on that date money deposited by the Company
designated for and sufficient to pay all principal, premium, interest and any
Additional Amounts then due.

     

    The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium (if any), at a rate
equal to the then applicable interest rate on the Securities to the extent
lawful; and it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and any
Additional Amount (without regard to any applicable grace period) at the same
rate to the extent lawful.

     

    
      	
              SECTION
      4.02

            	
              Maintenance of Office or
      Agency.

            


    

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency (which may be an office of the Trustee, the Registrar or the
Paying Agent) where Securities of that series may be presented for registration
of transfer or exchange, where Securities of that series may be presented for
payment and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. Unless otherwise
designated by the Company by written notice to the Trustee, such office or
agency shall be the office of the Trustee at 1445 Ross Avenue, 2nd Floor,
MAC T5303-02J, Dallas, TX 75202.  The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency.  If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes 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 obligation to maintain an office or agency in each
Place of Payment 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 location of any such other office or
agency.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SEC
Reports; Financial Statements.

     

    (a)           If
the Company is subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Trustee, within 15 days after it
files the same with the SEC, copies of the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act.  If this Indenture is qualified under the TIA, but not otherwise,
the Company shall also comply with the provisions of TIA
§ 314(a).  Delivery of such reports, information and documents to
the Trustee shall be for informational purposes only, and the Trustee’s receipt
thereof 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 Officers’ Certificates or
certificates delivered pursuant to Section 4.04).

     

    (b)           If
the Company is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall furnish to all Holders of Rule 144A Securities
and prospective purchasers of Rule 144A Securities designated by the Holders of
Rule 144A Securities, promptly upon their request, the information required to
be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of
1933, as amended.

     

    
      	
              SECTION
      4.03

            	
              Compliance
      Certificate.

            


    

     

    (a)           The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, a statement signed by an Officer of the Company,
which need not constitute an Officers’ Certificate, complying with TIA §
314(a)(4) and stating that in the course of performance by the signing Officer
of his duties as such Officer of the Company he would normally obtain knowledge
of the keeping, observing, performing and fulfilling by the Company of its
obligations under this Indenture, and further stating that to the best of his
knowledge the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the
Company is taking or proposes to take with respect thereto).

     

    (b)           The
Company shall, so long as Securities of any series are outstanding, deliver to
the Trustee, forthwith upon any Officer of the Company becoming aware of any
Default or Event of Default under this Indenture, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

     

    
      	
              SECTION
      4.04

            	
              Corporate
      Existence.

            


    

     

    Subject
to Article V, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its existence.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Waiver of
Stay, Extension or Usury Laws.

     

    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive it from paying all or any portion of the
principal of or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not 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 had been
enacted.

     

    
      	
              SECTION
      4.05

            	
              Additional
      Amounts.

            


    

     

    If the
Securities of a series expressly provide for the payment of Additional Amounts,
the Company will pay to the Holder of any Security of such series Additional
Amounts as expressly provided therein.  Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

     

    ARTICLE
V

     

    


     

    SUCCESSORS

     

    
      	
              SECTION
      5.01

            	
              Limitations on Mergers and
      Consolidations.

            


    

     

    The
Company shall not, in any transaction or series of transactions, consolidate
with or merge into any Person, or sell, lease, convey, transfer or otherwise
dispose of all or substantially all of its assets to any Person,
unless:

     

    (2)           either
(a) the Company shall be the continuing Person or (b) the Person (if other than
the Company) formed by such consolidation or into which the Company is merged,
or to which such sale, lease, conveyance, transfer or other disposition shall be
made (collectively, the “Successor”), expressly assumes by supplemental
indenture the due and punctual payment of the principal of, premium (if any) and
interest on and any Additional Amounts with respect to all the Securities and
the performance of the Company’s covenants and obligations under this Indenture
and the Securities;

     

    (3)           immediately
after giving effect to such transaction or series of transactions, no Default or
Event of Default shall have occurred and be continuing or would result
therefrom; and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (4)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the transaction and such supplemental indenture
comply with this Indenture.

     

    
      	
              SECTION
      5.02

            	
              Successor Person
      Substituted.

            


    

     

    Upon any
consolidation or merger of the Company or any sale, lease, conveyance, transfer
or other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01, the Successor formed by such consolidation or into
or with which the Company is merged or to which such sale, lease, conveyance,
transfer 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 and
the Securities with the same effect as if such Successor had been named as the
Company herein and the predecessor Company, in the case of a sale, conveyance,
transfer or other disposition, shall be released from all obligations under this
Indenture and the Securities.

     

    ARTICLE
VI

     

    


     

    DEFAULTS
AND REMEDIES

     

    
      	
              SECTION
      6.01

            	
              Events of
      Default.

            


    

     

    Unless
either inapplicable to a particular series or specifically deleted or modified
in or pursuant to the supplemental indenture or Board Resolution establishing
such series of Securities or in the form of Security for such series, an “Event
of Default,” wherever used herein with respect to Securities of any series,
occurs if:

     

    (5)           the
Company defaults in the payment of interest on or any Additional Amounts with
respect to any Security of that series when the same becomes due and payable and
such default continues for a period of 30 days;

     

    (6)           the
Company defaults in the payment of (A) the principal of any Security of that
series at its Maturity or (B) premium (if any) on any Security of that series
when the same becomes due and payable;

     

    (7)           the
Company defaults in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series, and such default continues for a period
of 30 days;

     

    (8)           the
Company fails to comply with any of its other covenants or agreements in, or
provisions of, the Securities of such series or this Indenture (other than an
agreement, covenant or provision that has expressly been included in this
Indenture solely for the benefit of one or more series of Securities other than
that series) which shall not have been remedied within the specified period
after written notice, as specified in the last paragraph of this Section
6.01;

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           commences
a voluntary case,

     

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

     

    (c)           consents
to the appointment of a Bankruptcy Custodian of it or for all or substantially
all of its property, or

     

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

     

    (10)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:

     

    (a)           is
for relief against the Company as debtor in an involuntary case,

     

    (b)           appoints
a Bankruptcy Custodian of the Company or a Bankruptcy Custodian for all or
substantially all of the property of the Company, or

     

    (c)           orders
the liquidation of the Company;

     

    (11)           any
other Event of Default provided with respect to Securities of that series
occurs.

     

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

     

    The
Trustee shall not be deemed to know or 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 or Event
of Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this
Indenture.

     

    When a
Default is cured, it ceases.

     

    Notwithstanding
the foregoing provisions of this Section 6.01, if the principal of, premium (if
any) or interest on or Additional Amounts with respect to any Security is
payable in a currency or currencies (including a composite currency) other than
Dollars and such currency or currencies are not available to the Company for
making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company (a “Conversion Event”), the
Company will be entitled to satisfy its obligations to Holders of the Securities
by making such payment in Dollars in an amount equal to the Dollar equivalent of
the amount payable in such other currency, as determined by the Company by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange
Rate.  Notwithstanding the foregoing provisions of this Section 6.01,
any payment made under such circumstances in Dollars where the required payment
is in a currency other than Dollars will not constitute an Event of Default
under this Indenture.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Promptly
after the occurrence of a Conversion Event, the Company shall give written
notice thereof to the Trustee; and the Trustee, promptly after receipt of such
notice, shall give notice thereof in the manner provided in Section 10.02 to the
Holders.  Promptly after the making of any payment in Dollars as a
result of a Conversion Event, the Company shall give notice in the manner
provided in Section 10.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

     

    A Default
under clause (4) or (7) of this Section 6.01 is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Default
notify the Company and the Trustee, of the Default, and the Company fails to
cure the Default within 90 days after receipt of the notice.  The
notice must specify the Default, demand that it be remedied and state that the
notice is a “Notice of Default.”

     

    
      	
              SECTION
      6.02

            	
              Acceleration.

            


    

     

    If an
Event of Default with respect to any Securities of any series at the time
outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Event of Default by notice to the
Company and the Trustee, may declare the principal of (or, if any such
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) and all accrued and
unpaid interest on all then outstanding Securities of such series to be due and
payable.  Upon any such declaration, the amounts due and payable on
the Securities shall be due and payable immediately.  If an Event of
Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such
amounts shall ipso
facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee or any Holder.  The
Holders of a majority in principal amount of the then outstanding Securities of
the series affected by such Event of Default, by written notice to the Trustee,
may rescind an acceleration and its consequences (other than nonpayment of
principal of or premium or interest on or any Additional Amounts with respect to
the Securities) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to Securities of that series
have been cured or waived, except nonpayment of principal, premium, interest or
any Additional Amounts that has become due solely because of the
acceleration.

     

    
      	
              SECTION
      6.03

            	
              Other
      Remedies.

            


    

     

    If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of, or premium, if any, or interest
on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

     

    The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Waiver of
Defaults.

     

    Subject
to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the
then outstanding Securities of any series by notice to the Trustee may waive an
existing or past Default or Event of Default with respect to such series and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for Securities of such series or a solicitation of consents in
respect of Securities of such series, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
of such series), except (1) a continuing Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on or any
Additional Amounts with respect to any Security or (2) a continued Default
in respect of a provision that under Section 9.02 cannot be amended or
supplemented without the consent of each Holder 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.

     

    
      	
              SECTION
      6.04

            	
              Control by
      Majority.

            


    

     

    With
respect to Securities of any series, the Holders of a majority in principal
amount of the then outstanding Securities of such series may direct in writing
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on it relating to or
arising under an Event of Default described in clause (1), (2), (3) or (7)
of Section 6.01.  However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or that may
involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion from Holders directing the Trustee against all losses and
expenses caused by taking or not taking such action.

     

    
      	
              SECTION
      6.05

            	
              Limitations on
      Suits.

            


    

     

    Subject
to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy
with respect to this Indenture or the Securities of such series only
if:

     

    (1)           the
Holder gives to the Trustee written notice of a continuing Event of Default with
respect to such series;

     

    (2)           the
Holders of at least 25% in principal amount of the then outstanding Securities
of such series make a written request to the Trustee to pursue the
remedy;

     

    (3)           such
Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;

     

    (4)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and

     

    (5)         
during
such 60-day period the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with
the request.

     

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

     

    
      	
              SECTION
      6.06

            	
              Rights of Holders to Receive
      Payment.

            


    

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of and premium, if any, and interest on and any
Additional Amounts with respect to the Security, on or after the respective due
dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of the
Holder.

     

    
      	
              SECTION
      6.07

            	
              Collection Suit by
      Trustee.

            


    

     

    If an
Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the amount of
principal, premium (if any), interest and any Additional Amounts remaining
unpaid on the Securities of the series affected by the Event of Default, and
interest on overdue principal and premium, if any, and, to the extent lawful,
interest on overdue interest, and 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.

     

    
      	
              SECTION
      6.08

            	
              Trustee May File Proofs of
      Claim.

            


    

     

    The
Trustee is authorized to file such proofs of claim and other papers or documents
and to take such actions, including participating as a member, voting or
otherwise, of any committee of creditors, as may be necessary or advisable 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 the Holders allowed in any judicial proceedings relative to the
Company or its creditors or properties and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any Bankruptcy Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it 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. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders of the Securities may
be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or
otherwise.  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
      6.09

            	
              Priorities.

            


    

     

    If the
Trustee collects any money pursuant to this Article VI, it shall pay out the
money in the following order:

     

    First:  to
the Trustee for amounts due under Section 7.07;

     

    Second:  to
Holders for amounts due and unpaid on the Securities in respect of which or for
the benefit of which such money has been collected, for principal, premium (if
any), interest and any Additional Amounts ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal, premium (if any), interest and any Additional Amounts,
respectively; and

     

    Third:  to
the Company.

     

    The
Trustee, upon prior written notice to the Company, may fix record dates and
payment dates for any payment to Holders pursuant to this Article
VI.

     

    To the
fullest extent allowed under applicable law, if for the purpose of obtaining a
judgment against the Company in any court it is necessary to convert the sum due
in respect of the principal of, premium (if any) or interest on or Additional
Amounts with respect to 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 Business Day in The City of
New York next preceding that on which final judgment is
given.  Neither the Company nor the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 6.10 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company on the claim or claims
underlying such judgment.

     

    
      	
              SECTION
      6.10

            	
              Undertaking for
      Costs.

            


    

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by a Holder or Holders of more than 10% in principal amount of
the then outstanding Securities of any series.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    TRUSTEE

     

    
      	
              SECTION
      6.11

            	
              Duties of
      Trustee.

            


    

     

    (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in such 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 with respect to the Securities of
any series:

     

    (1)           the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and

     

    (2)           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 certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee shall
examine such certificates and opinions to determine whether, on their face, they
appear to conform to the requirements of this Indenture.

     

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

     

    (1)           this
paragraph does not limit the effect of Section 7.01(b);

     

    (2)           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; and

     

    (3)           the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.

     

    (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this
Section 7.01.

     

    (e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee may refuse to perform any
duty or exercise any right or power 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.  All money

     

    (g)

     

    received
by the Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

     

    
      	
              SECTION
      6.12

            	
              Rights of
      Trustee.

            


    

     

    (a)           The
Trustee may conclusively rely on 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 instruction, an
Officers’ Certificate or an Opinion of Counsel or both to be
provided.  The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such instruction, Officers’
Certificate or Opinion of Counsel.  The Trustee may consult at the
Company’s expense with counsel of its selection and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.

     

    (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.

     

    (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
conferred upon it by this Indenture.

     

    (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company.

     

    
      	
              SECTION
      6.13

            	
              May Hold
      Securities.

            


    

     

    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 any of its Affiliates
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights and duties.  However, the Trustee is subject to
Sections 7.10 and 7.11.

     

    
      	
              SECTION
      6.14

            	
              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 or any money paid to the Company or upon the
Company’s direction under any provision hereof, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee and it shall not be responsible for any statement or recital herein or
any statement in the Securities other than its certificate of
authentication.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notice of
Defaults.

     

    If a
Default or Event of Default with respect to the Securities of any series occurs
and is continuing and it is known to the Trustee, the Trustee shall mail to
Holders of Securities of such series a notice of the Default or Event of Default
within 90 days after it occurs.  Except in the case of a Default or
Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

     

    
      	
              SECTION
      6.15

            	
              Reports by Trustee to
      Holders.

            


    

     

    Within 60
days after each May 15 of each year after the execution of this Indenture, the
Trustee shall mail to Holders of a series and the Company a brief report dated
as of such reporting date that complies with TIA § 313(a); provided, however, that if no
event described in TIA § 313(a) has occurred within the twelve months
preceding the reporting date with respect to a series, no report need be
transmitted to Holders of such series.  The Trustee also shall comply
with TIA § 313(b).  The Trustee shall also transmit by mail all
reports if and as required by TIA §§ 313(c) and 313(d).

     

    A copy of
each report at the time of its mailing to Holders of a series of Securities
shall be filed by the Company with the SEC and each securities exchange, if any,
on which the Securities of such series are listed. The Company shall notify the
Trustee if and when any series of Securities is listed on any securities
exchange.

     

    
      	
              SECTION
      6.16

            	
              Compensation and
      Indemnity.

            


    

     

    The
Company agrees to pay to the Trustee for its acceptance of this Indenture and
services hereunder such compensation as the Company and the Trustee shall from
time to time agree in writing. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The
Company agrees to reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it.  Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.

     

    The
Company hereby indemnifies the Trustee and any predecessor Trustee against any
and all loss, liability, damage, claim or expense, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee),
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next following paragraph.  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 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.

     

    The
Company shall not be obligated to reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through the Trustee’s negligence or
bad faith.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    To secure
the payment obligations of the Company in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay principal of, premium (if any)
and interest on and any Additional Amounts with respect to Securities of any
series.  Such lien and the Company’s obligations under this Section
7.07 shall survive the satisfaction and discharge of this
Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(5) or (6) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

     

    
      	
              SECTION
      6.17

            	
              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 7.08.

     

    The
Trustee may resign and be discharged at any time with respect to the Securities
of one or more series by so notifying the Company.  The Holders of a
majority in principal amount of the then outstanding Securities of any series
may remove the Trustee with respect to the Securities of such series by so
notifying the Trustee and the Company.  The Company may remove the
Trustee if:

     

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

     

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

     

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

     

    (4)           the
Trustee otherwise becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, with respect to the Securities of one or more series, the
Company shall promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series).  Within one year
after the successor Trustee with respect to the Securities of any series takes
office, the Holders of a majority in principal amount of the Securities of such
series then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

     

    If a
successor Trustee with respect to the Securities of any series does not take
office within 30 days after the retiring or removed Trustee resigns or is
removed, the retiring or removed Trustee, the Company or the Holders of at least
10% in principal amount of the then outstanding Securities of such series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    In case
of the appointment of a successor Trustee with respect to all Securities, each
such successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the retiring Trustee
under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

     

    In case
of the appointment of a successor Trustee with respect to the Securities of one
or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more (but not all)
series shall execute and deliver an indenture supplemental hereto in which each
successor Trustee shall accept such appointment and that (1) shall confer to
each successor Trustee all the rights, powers and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall confirm that all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee.  Nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, and each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such
Trustee.  Upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee shall
have all the rights, powers and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates.  On request of the Company or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all
property held by such retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

     

    Notwithstanding
replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Company under Section 7.07 shall continue for the
benefit of the retiring Trustee or Trustees.

     

    
      	
              SECTION
      6.18

            	
              Successor Trustee by Merger,
      etc.

            


    

     

    Subject
to Section 7.10, if the Trustee consolidates, 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; provided,
however, that in the case of a transfer of all or substantially all of
its corporate trust business to another

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    corporation,
the transferee corporation expressly assumes all of the Trustee’s liabilities
hereunder.

     

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

     

    
      	
              SECTION
      6.19

            	
              Eligibility;
      Disqualification.

            


    

     

    There
shall at all times be a Trustee hereunder which shall be a corporation or
banking or trust company or association organized and doing business under the
laws of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by Federal or State (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

     

    The
Indenture shall always have a Trustee who satisfies the requirements of TIA
§§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee is subject to
and shall comply with the provisions of TIA § 310(b) during the period of
time required by this Indenture. Nothing in this Indenture shall prevent the
Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA § 310(b).

     

    
      	
              SECTION
      6.20

            	
              Preferential Collection of
      Claims Against the Company.

            


    

     

    The
Trustee is subject to and shall comply with the provisions of TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b).  A
Trustee who has resigned or been removed shall be subject to TIA § 311(a)
to the extent indicated therein.

     

    ARTICLE
VII

     

    


     

    DISCHARGE
OF INDENTURE

     

    
      	
              SECTION
      7.01

            	
              Termination of the Company’s
      Obligations.

            


    

     

    (a)           This
Indenture shall cease to be of further effect with respect to the Securities of
a series (except that the Company’s obligations under Section 7.07, the
Trustee’s and Paying Agent’s obligations under Section 8.03 and the rights,
powers, protections and privileges accorded the Trustee under Article VII shall
survive), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging the satisfaction and discharge of this Indenture with
respect to the Securities of such series, when:

     

    (1)           either:

     

    (2)

     

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

     

    (A)           all
outstanding Securities of such series not theretofore delivered to the Trustee
for cancellation:

     

    
      	
               
      

            	
              (i)

            	
              have
      become due and payable, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              will
      become due and payable at their Stated Maturity within one year,
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              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, in
the case of clause (i), (ii) or (iii) above, the Company has irrevocably
deposited or caused to be deposited with the Trustee as funds (immediately
available to the Holders in the case of clause (i)) in trust for such purpose
(x) cash in an amount, or (y) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will
be sufficient, in the opinion (in the case of clauses (y) and (z)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge the
entire indebtedness on the Securities of such series for principal and interest
to the date of such deposit (in the case of Securities which have become due and
payable) or for principal, premium, if any, and interest to the Stated Maturity
or Redemption Date, as the case may be; or

     

    (B)           the
Company has properly fulfilled such other means of satisfaction and discharge as
is specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series;

     

    (3)           the
Company has paid or caused to be paid all other sums payable by it hereunder
with respect to the Securities of such series; and

     

    (4)           the
Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with
respect to the Securities of such series have been complied with, together with
an Opinion of Counsel to the same effect.

     

    (b)           Unless
this Section 8.01(b) is specified as not being applicable to Securities of a
series as contemplated by Section 2.01, the Company may, at its option,
terminate certain of its obligations under this Indenture (“covenant
defeasance”) with respect to the Securities of a series if:

     

    (c)

     

    the
Company has irrevocably deposited or caused to be irrevocably deposited 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 Securities of such series, (i) money in the
currency in which payment of the Securities of such series is to be made in an
amount, or (ii) Government Obligations with respect to such series,
maturing as to principal and interest at such times and in such amounts as will
ensure the availability of money in the currency in which payment of the
Securities of such series is to be made in an amount or (iii) a combination
thereof, that is sufficient, in the opinion (in the case of clauses (ii) and
(iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
the principal of and premium (if any) and interest on all Securities of such
series on each date that such principal, premium (if any) or interest is due and
payable and (at the Stated Maturity thereof or upon redemption as provided in
Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee
shall have been irrevocably instructed to apply such money and/or the proceeds
of such Government Obligations to the payment of said principal, premium (if
any) and interest with respect to the Securities of such series as the same
shall become due;

     

    (1)           the
Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with
respect to the Securities of such series have been complied with, and an Opinion
of Counsel to the same effect;

     

    (2)           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;

     

    (3)           the
Company shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a tax ruling to the
effect that the Holders will not recognize income, gain or loss for U.S. Federal
income tax purposes as a result of the Company’s exercise of its option under
this Section 8.01(b) and will be subject to U.S. Federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such option had not been exercised;

     

    (4)           the
Company has complied with any additional conditions specified pursuant to
Section 2.01 to be applicable to the discharge of Securities of such series
pursuant to this Section 8.01; and

     

    (5)           such
deposit and discharge shall not cause the Trustee to have a conflicting interest
as defined in TIA § 310(b).

     

    In such
event, this Indenture shall cease to be of further effect (except as set forth
in this paragraph), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging satisfaction and discharge under this
Indenture.  However, the Company’s obligations in Sections 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying
Agent’s obligations in Section 8.03 and the rights, powers, protections and
privileges accorded the Trustee under Article VII shall survive until all
Securities of such series are no longer outstanding.  Thereafter, only
the Company’s obligations in Section 7.07 and the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Trustee’s
and Paying Agent’s obligations in Section 8.03 shall survive with respect to
Securities of such series.

     

    After
such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction
of the other conditions set forth herein, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s obligations under this
Indenture with respect to the Securities of such series except for those
surviving obligations specified above.

     

    In order
to have money available on a payment date to pay principal of or premium (if
any) or interest on the Securities, the Government Obligations shall be payable
as to principal or interest on or before such payment date in such amounts as
will provide the necessary money.  Government Obligations shall not be
callable at the issuer’s option.

     

    (d)           If
the Company has previously complied or is concurrently complying with Section
8.01(b) (other than any additional conditions specified pursuant to
Section 2.01 that are expressly applicable only to covenant defeasance)
with respect to Securities of a series, then, unless this Section 8.01(c) is
specified as not being applicable to Securities of such series as contemplated
by Section 2.01, the Company may elect that its obligations to make payments
with respect to Securities of such series be discharged (“legal defeasance”),
if:

     

    (1)           no
Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after
the date of deposit contemplated by Section 8.01(b) (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period);

     

    (2)           unless
otherwise specified with respect to Securities of such series as contemplated by
Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel
from a nationally recognized counsel acceptable to the Trustee to the effect
referred to in Section 8.01(b)(4) with respect to such legal defeasance, which
opinion is based on (i) a private ruling of the Internal Revenue Service
addressed to the Company, (ii) a published ruling of the Internal Revenue
Service pertaining to a comparable form of transaction or (iii) a change in the
applicable federal income tax law (including regulations) after the date of this
Indenture;

     

    (3)           the
Company has complied with any other conditions specified pursuant to Section
2.01 to be applicable to the legal defeasance of Securities of such series
pursuant to this Section 8.01(c); and

     

    (4)           the
Company has delivered to the Trustee a Company Request requesting such legal
defeasance of the Securities of such series and an Officers’ Certificate stating
that all conditions precedent with respect to such legal defeasance of the
Securities of such series have been complied with, together with an Opinion of
Counsel to the same effect.

     

    In such
event, the Company will be discharged from its obligations under this Indenture
and the Securities of such series to pay principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities of such
series, the Company’s obligations

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    under
Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the
entire indebtedness of the Company evidenced by such Securities shall be deemed
paid and discharged.

     

    (e)           If
and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such
series as contemplated by Section 2.01, the Company may terminate any or all of
its obligations under this Indenture with respect to Securities of a series and
any or all of its obligations under the Securities of such series if it fulfills
such other means of satisfaction and discharge as may be so specified, as
contemplated by Section 2.01, to be applicable to the Securities of such
series.

     

    (f)           If
Securities of any series subject to subsections (a), (b), (c) or (d) of this
Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant
to any optional redemption provisions or in accordance with any mandatory or
optional sinking fund provisions, the terms of the applicable trust arrangement
shall provide for such redemption, and the Company shall make such arrangements
as are reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company.

     

    
      	
              SECTION
      7.02

            	
              Application of Trust
      Money.

            


    

     

    The
Trustee or a trustee satisfactory to the Trustee and the Company shall hold in
trust money or Government Obligations deposited with it pursuant to Section 8.01
hereof.  It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made.

     

    
      	
              SECTION
      7.03

            	
              Repayment to
      Company.

            


    

     

    The
Trustee and the Paying Agent shall promptly pay to the Company any excess money
or Government Obligations (or proceeds therefrom) held by them at any time upon
the written request of the Company.

     

    Subject
to the requirements of any applicable abandoned property laws, the Trustee and
the Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal, premium (if any), interest or any Additional
Amounts that remain unclaimed for two years after the date upon which such
payment shall have become due.  After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and the Paying Agent with respect to such money shall
cease.

     

    
      	
              SECTION
      7.04

            	
              Reinstatement.

            


    

     

    If the
Trustee or the Paying Agent is unable to apply any money or Government
Obligations 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 or
Government Obligations 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 or 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 or
Government Obligations held by the Trustee or the Paying Agent.

     

    ARTICLE
VIII

     

    


     

    SUPPLEMENTAL
INDENTURES AND AMENDMENTS

     

    
      	
              SECTION
      8.01

            	
              Without Consent of
      Holders.

            


    

     

    The
Company and the Trustee may amend or supplement this Indenture or the Securities
or waive any provision hereof or thereof without the consent of any
Holder:

     

    (1)           to
cure any ambiguity, omission, defect or inconsistency;

     

    (2)           to
comply with Section 5.01;

     

    (3)           to
provide for uncertificated Securities in addition to or in place of certificated
Securities, or to provide for the issuance of bearer Securities (with or without
coupons);

     

    (4)           to
provide any security for, or to add any guarantees of or additional obligors on,
any series of Securities;

     

    (5)           to
comply with any requirement in order to effect or maintain the qualification of
this Indenture under the TIA;

     

    (6)           to
add to the 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 solely for the benefit of such series), or to surrender any right or
power herein conferred upon the Company;

     

    (7)           to
add any additional Events of Default with respect to all or any series of the
Securities (and, if any Event of Default is applicable to less than all series
of Securities, specifying the series to which such Event of Default is
applicable);

     

    (8)           to
change or eliminate any of the provisions of this Indenture; provided that any such change
or elimination shall become effective only when there is no outstanding Security
of any series created prior to the execution of such amendment or supplemental
indenture that is adversely affected in any material respect by such change in
or elimination of such provision; provided, further, that any
change made solely to

     

    (9)

     

    conform
the provisions of this Indenture to the description of any Security in a
prospectus supplement pursuant to which such Securities were offered and sold
will not be deemed to adversely affect any Security of that series in any
material respect;

     

    (10)           to
establish the form or terms of Securities of any series as permitted by Section
2.01;

     

    (11)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 8.01; provided, however, that any
such action shall not adversely affect the interest of the Holders of Securities
of such series or any other series of Securities in any material respect;
or

     

    (12)           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, pursuant to the requirements of Section 7.08.

     

    Upon the
request of the Company, accompanied by a Board Resolution, and upon receipt by
the Trustee of the documents described in Section 9.06, the Trustee shall,
subject to Section 9.06, join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture
and make any further appropriate agreements and stipulations that may be therein
contained.

     

    
      	
              SECTION
      8.02

            	
              With Consent of
      Holders.

            


    

     

    Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture with the written consent (including consents obtained
in connection with a tender offer or exchange offer for Securities of any one or
more series or all series or a solicitation of consents in respect of Securities
of any one or more series or all series, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
of each such series (but the terms of such offer or solicitation may vary from
series to series)) of the Holders of at least a majority in principal amount of
the then outstanding Securities of each series affected by such amendment or
supplement.

     

    Upon the
request of the Company, accompanied by a Board Resolution, and upon the filing
with the Trustee of evidence of the consent of the Holders as aforesaid, and
upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company in the execution
of such amendment or supplemental indenture.

     

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

     

    The
Holders of a majority in principal amount of the then outstanding Securities of
one or more series may waive compliance in a particular instance by the Company
with any

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    provision
of this Indenture with respect to Securities of such series (including waivers
obtained in connection with a tender offer or exchange offer for Securities of
such series or a solicitation of consents in respect of Securities of such
series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or
solicitation may vary from series to series)).

     

    However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not:

     

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

     

    (2)           reduce
the rate of or change the time for payment of interest, including default
interest, on any Security;

     

    (3)           reduce
the principal of, any premium on or any mandatory sinking fund payment with
respect to, or change the Stated Maturity of, any Security or reduce the amount
of the principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02;

     

    (4)           reduce
the premium, if any, payable upon the redemption of any Security or change the
time at which any Security may or shall be redeemed;

     

    (5)           change
any obligation of the Company to pay Additional Amounts with respect to any
Security;

     

    (6)           change
the coin or currency or currencies (including composite currencies) in which any
Security or any premium, interest or Additional Amounts with respect thereto are
payable;

     

    (7)           impair
the right to institute suit for the enforcement of any payment of principal of,
premium (if any) or interest on or any Additional Amounts with respect to any
Security pursuant to Sections 6.07 and 6.08, except as limited by Section
6.06;

     

    (8)           make
any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of this Indenture pursuant to
Section 6.04 or 6.07 or make any change in this sentence of Section 9.02;
or

     

    (9)           waive
a continuing Default or Event of Default in the payment of principal of, premium
(if any) or interest on or Additional Amounts with respect to the
Securities.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The right
of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Company to obtain any
such consent otherwise required from such Holder) may be subject to the
requirement that such Holder shall have been the Holder of record of any
Securities with respect to which such consent is required or sought as of a date
identified by the Company in a notice furnished to Holders in accordance with
the terms of this Indenture.

     

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

     

    
      	
              SECTION
      8.03

            	
              Compliance with Trust
      Indenture Act.

            


    

     

    Every
amendment or supplement to this Indenture or the Securities shall comply in form
and substance with the TIA as then in effect.

     

    
      	
              SECTION
      8.04

            	
              Revocation and Effect of
      Consents.

            


    

     

    Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the 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 or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company in a notice furnished to such Holder in accordance with the terms
of this Indenture or, if no such date and time shall be identified, the date the
amendment, supplement or waiver becomes effective.  An amendment,
supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

     

    The
Company may, but shall not be obligated to, fix a record date (which need not
comply with TIA § 316(c)) for the purpose of determining the Holders entitled to
consent to any amendment, supplement or waiver or to take any other action under
this Indenture.  If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date.  No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

     

    After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it is of the type described in any of clauses (1) through (9) of Section
9.02 hereof.  In such case, the amendment, supplement or waiver shall
bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder’s Security.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notation
on or Exchange of Securities.

     

    If an
amendment or supplement changes the terms of an outstanding Security, the
Company may require the Holder of the Security to deliver it to the
Trustee.  The Trustee may place an appropriate notation on the
Security at the request of the Company regarding the changed terms and return it
to the Holder.  Alternatively, if the Company so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure
to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment or supplement.

     

    Securities
of any series authenticated and delivered after the execution of any amendment
or supplement may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such amendment or
supplement.

     

    
      	
              SECTION
      8.05

            	
              Trustee to Sign Amendments,
      etc.

            


    

     

    The Trustee shall sign any amendment or
supplement authorized pursuant to this Article if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may, but need not, sign
it.  In signing or refusing to sign such amendment or supplement, the
Trustee shall be entitled to receive, and, shall be fully protected in relying
upon in good faith, an Officers’ Certificate and an Opinion of Counsel provided
at the expense of the Company as conclusive evidence that such amendment or
supplement is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.

     

    ARTICLE
IX

     

    


     

    MISCELLANEOUS

     

    
      	
              SECTION
      9.01

            	
              Trust Indenture Act
      Controls.

            


    

     

    If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by operation of TIA § 318(c), the imposed duties shall
control.

     

    
      	
              SECTION
      9.02

            	
              Notices.

            


    

     

    Any
notice or communication by the Company or the Trustee to the other is duly given
if in writing and delivered in person or mailed by first-class mail (registered
or certified, return receipt requested), telex, facsimile or overnight air
courier guaranteeing next day delivery, to the other’s address:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If to the
Company:

     

    


     

    Exterran
Holdings, Inc.

     

    16666
Northchase Dr.

     

    Houston,
Texas  77060

     

    Attn:  J.
Michael Anderson

     

    Telephone:
(281) 836-7000

     

    Facsimile:  (281)
836-8061

     

    If to the
Trustee:

    


    Wells
Fargo Bank, National Association

    Corporate
Trust Services

    1445 Ross
Avenue – 2nd Floor

    Dallas,
Texas 75202-2812

    Attn:   Patrick
Giordano

     

    Telephone:
(214) 740-1573

     

    Facsimile:  (214)
777-4086

     

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

     

    All
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if by facsimile; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

     

    Any
notice or communication to a Holder shall be mailed by first-class mail, postage
prepaid, to the Holder’s address shown on the register kept by the
Registrar.  Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other
Holders.

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except
in the case of notice to the Trustee, it is duly given only when
received.

     

    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.

     

    All
notices or communications, including without limitation notices to the Trustee
or the Company by Holders, shall be in writing, except as otherwise set forth
herein.

     

    In case
by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice required by this Indenture,
then such method of notification as shall be made with the approval of the
Trustee shall constitute a sufficient mailing of such notice.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Communication
by Holders with Other Holders.

     

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

     

    
      	
              SECTION
      9.03

            	
              Certificate and Opinion as to
      Conditions Precedent.

            


    

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee at the expense of the Company:

     

    (1)           an
Officers’ Certificate (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (2)           an
Opinion of Counsel (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been complied with.

     

    
      	
              SECTION
      9.04

            	
              Statements Required in
      Certificate or Opinion.

            


    

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
include:

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      9.05

            	
              Rules by Trustee and
      Agents.

            


    

     

    The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or the Paying Agent may make reasonable rules
and set reasonable requirements for its functions.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Legal
Holidays.

     

    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.

     

    
      	
              SECTION
      9.06

            	
              No Recourse Against
      Others.

            


    

     

    A
director, officer, employee, stockholder, partner or other owner of the Company
or the Trustee, as such, shall not have any liability for any obligations of the
Company under the Securities or for any obligations of the Company or the
Trustee under this 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 shall be part of the consideration for the issue of
Securities.

     

    
      	
              SECTION
      9.07

            	
              Governing
      Law.

            


    

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

     

    
      	
              SECTION
      9.08

            	
              No Adverse Interpretation of
      Other Agreements.

            


    

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     

    
      	
              SECTION
      9.09

            	
              Successors.

            


    

     

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

     

    
      	
              SECTION
      9.10

            	
              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, to the fullest extent permitted by applicable law, not in any
way be affected or impaired thereby.

     

    
      	
              SECTION
      9.11

            	
              Counterpart
      Originals.

            


    

     

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

     

    
      	
              SECTION
      9.12

            	
              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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    EXTERRAN
HOLDINGS, INC.

    


    


    By:  /s/ J. Michael
Anderson                                                                           

    Name: J.
Michael Anderson

     

    Title:
Senior Vice President, Chief Financial Officer and Chief of Staff

     

    


     

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

     

    as Trustee

     

    


     

    


     

    


     

    By:  /s/ Patrick
Giordano                                                                           

     

    Name:
Patrick Giordano

     

    Title:
Vice President