ex4_3072409.htm


    
      

      

    

    Exhibit
4.3

    


    


    


    


    


    GABELLI
ASSET MANAGEMENT INC.,

    


    Issuer

    


    And

    


    


      THE
BANK OF NEW YORK,

    


    Trustee

    


    ___________________________________

    


    INDENTURE

    


    Dated as
of [       ], 200_

    


    ___________________________________

    


    Subordinated
Debt Securities

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
TABLE1

    


    


    
      
        
          
            
              	
                      Section
      of

                      Trust
      Indenture Act of 1939,as amended

                    	 
      	 
      	
                      Section
      of Indenture

                    
	 
      	 
      	 
      	 
      
	
                      310(a)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      310(b)

                    	 
      	 
      	
                      7.08

                    
	
                      310(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      311(a)

                    	 
      	 
      	
                      7.13

                    
	
                      311(b)

                    	 
      	 
      	
                      7.13

                    
	
                      311(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      312(b)

                    	 
      	 
      	
                      5.02(c)

                    
	
                      312(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      313(a)

                    	 
      	 
      	
                      5.04(a)

                    
	
                      313(b)

                    	 
      	 
      	
                      5.04(b)

                    
	
                      313(c)

                    	 
      	 
      	
                      5.04(b)

                    
	
                      313(d)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(a)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(b)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(d)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(e)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      314(f)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      315(a)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      315(b)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      315(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      315(d)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      315(e)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      316(a)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      316(b)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      316(c)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      317(a)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      317(b)

                    	 
      	 
      	
                      Inapplicable

                    
	
                      318(a)

                    	 
      	 
      	
                      Inapplicable

                    


            

          

        

      

    

    

      

    

      
      
        	
                1

              	
                This
      Cross-Reference Table does not constitute part of the Indenture and shall
      not have any bearing on the interpretation of any of its terms or
      provisions.

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

    

    TABLE OF
CONTENTS1

                                                 Page

     

    
      	
               
      

            	
              ARTICLE
      I DEFINITIONS

            


    

     

    


    
      
        
          
            
              	
                      SECTION
      1.01  Definitions of Terms

                    	
                      1

                    
	
                      Affiliate

                    	
                      1

                    
	
                      Authenticating
      Agent

                    	
                      1

                    
	
                      Bankruptcy
      Law

                    	
                      1

                    
	
                      Board
      of Directors

                    	
                      1

                    
	
                      Board
      Resolution

                    	
                      1

                    
	
                      Business
      Day

                    	
                      1

                    
	
                      Certificate

                    	
                      1

                    
	
                      Company

                    	
                      1

                    
	
                      Commission

                    	
                      1

                    
	
                      Common
      Securities

                    	
                      1

                    
	
                      Common
      Securities Guarantee

                    	
                      1

                    
	
                      Corporate
      Trust Office

                    	
                      1

                    
	
                      Custodian

                    	
                      1

                    
	
                      Declaration

                    	
                      1

                    
	
                      Default

                    	
                      1

                    
	
                      Deferral
      Period

                    	
                      1

                    
	
                      Depositary

                    	
                      2

                    
	
                      Event
      of Default

                    	
                      2

                    
	
                      Exchange
      Act

                    	
                      2

                    
	
                      GBL
      Trust

                    	
                      2

                    
	
                      Global
      Security

                    	
                      2

                    
	
                      Governmental
      Obligations

                    	
                      2

                    
	
                      "herein,"
      "hereof" and "hereunder

                    	
                      2

                    
	
                      Indebtedness

                    	
                      2

                    
	
                      Indenture

                    	
                      2

                    
	
                      Interest
      Payment Date

                    	
                      2

                    
	
                      Investment
      Company Act

                    	
                      2

                    
	
                      Officers'
      Certificate

                    	
                      2

                    
	
                      Opinion
      of Counsel

                    	
                      2

                    
	
                      Original
      Issue Discount Security

                    	
                      2

                    
	
                      Outstanding

                    	
                      3

                    
	
                      Paying
      Agent

                    	
                      3

                    
	
                      Person

                    	
                      3

                    
	
                      Place
      of Payment

                    	
                      3

                    
	
                      Predecessor
      Security

                    	
                      3

                    
	
                      Preferred
      Securities

                    	
                      3

                    
	
                      Preferred
      Securities Guarantee

                    	
                      3

                    
	
                      Property
      Trustee

                    	
                      3

                    
	
                      Redemption
      Date

                    	
                      3

                    
	
                      Redemption
      Price

                    	
                      3

                    
	
                      Responsible
      Officer

                    	
                      3

                    
	
                      Securities

                    	
                      3

                    
	
                      Securities
      Act

                    	
                      3

                    
	
                      Securityholder

                    	
                      3

                    
	
                      Senior
      Indebtedness

                    	
                      3

                    
	
                      Stated
      Maturity

                    	
                      3

                    
	
                      Subsidiary

                    	
                      3

                    
	
                      Trustee

                    	
                      4

                    
	
                      Trust
      Indenture Act

                    	
                      4

                    
	
                      Trust
      Securities

                    	
                      4

                    
	
                      Voting
      Stock

                    	
                      4

                    
	
                      Yield
      to Maturity

                    	
                      4

                    


            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
               
      

            	
              ARTICLE
      II DESCRIPTION, TERMS, EXECUTION,REGISTRATION AND EXCHANGE OF
      SECURITIES

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          SECTION
      2.01  Designation and Terms of
      Securities

                                        	
                                          4

                                        
	
                                          SECTION
      2.02  Form of Securities and
      Trustee's Certificate

                                        	
                                          5

                                        
	
                                          SECTION
      2.03  Denominations;  Provisions for
      Payment

                                        	
                                          5

                                        
	
                                          SECTION
      2.04  Execution and
      Authentications

                                        	
                                          6

                                        
	
                                          SECTION
      2.05  Registration of Transfer and
      Exchange

                                        	
                                          6

                                        
	
                                          SECTION
      2.06  Temporary
      Securities

                                        	
                                          7

                                        
	
                                          SECTION
      2.07  Mutilated, Destroyed, Lost
      or Stolen Securities

                                        	
                                          7

                                        
	
                                          SECTION
      2.08  Cancellation

                                        	
                                          7

                                        
	
                                          SECTION
      2.09  Benefits of
      Indenture

                                        	
                                          7

                                        
	
                                          SECTION
      2.10  Authenticating
      Agent

                                        	
                                          7

                                        
	
                                          SECTION
      2.11  Global
      Securities

                                        	
                                          8

                                        
	
                                          SECTION
      2.12  CUSIP
      Numbers

                                        	
                                          8

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      	
               
      

            	
              ARTICLE
      III REDEMPTION OF SECURITIES AND SINKING FUND
  PROVISIONS

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SECTION
      3.01  Redemption

                            	
                              8

                            
	
                              SECTION
      3.02  Notice of
      Redemption

                            	
                              8

                            
	
                              SECTION
      3.03  Payment Upon
      Redemption

                            	
                              9

                            
	
                              SECTION
      3.04  Sinking
      Fund

                            	
                              9

                            
	
                              SECTION
      3.05  Satisfaction of Sinking Fund
      Payments with Securities

                            	
                               

                              9

                            
	
                              SECTION
      3.06  Redemption of Securities for
      Sinking Fund

                            	
                              9

                            


                    

                  

                

              

            

          

        

      

    

     

     

    
      	
               
      

            	
              ARTICLE
      IV CERTAIN COVENANTS

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SECTION
      4.01  Payment of Principal,
      Premium and Interest

                                    	
                                      9

                                    
	
                                      SECTION
      4.02  Maintenance of Office or
      Agency

                                    	
                                      10

                                    
	
                                      SECTION
      4.03  Paying
      Agents

                                    	
                                      10

                                    
	
                                      SECTION
      4.04  Statement by Officers as to
      Default

                                    	
                                      10

                                    
	
                                      SECTION
      4.05  Existence

                                    	
                                      10

                                    
	
                                      SECTION
      4.06  Payment of
      Taxes

                                    	
                                      11

                                    
	
                                      SECTION
      4.07  Covenants as to GBL
      Trusts

                                    	
                                      11

                                    
	
                                      SECTION
      4.08  Waiver of Certain
      Covenants

                                    	
                                      11

                                    
	
                                      SECTION
      4.09  Appointment to Fill Vacancy
      in Office of Trustee

                                    	
                                      11

                                    
	
                                      SECTION
      4.10  Compliance with
      Consolidation Provisions

                                    	
                                      11

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      	
               
      

            	
              ARTICLE
      V SECURITYHOLDERS' LISTS AND REPORTSBY THE COMPANY AND THE
      TRUSTEE

            


    

     

    
      
        
          
            
              
                
                  	
                          SECTION
      5.01  Company to Furnish Trustee
      Names and Addresses of Securityholders

                        	
                           

                          11

                        
	
                          SECTION
      5.02  Preservation Of Information;
      Communications With Securityholders

                        	
                           

                          11

                        
	
                          SECTION
      5.03  Reports by the
      Company

                        	
                          11

                        
	
                          SECTION
      5.04  Reports by the
      Trustee

                        	
                          12

                        


                

              

            

          

        

      



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ARTICLE
      VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSON EVENT OF
      DEFAULT

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      6.01  Events of
      Default

                                	
                                  12

                                
	
                                  SECTION
      6.02  Collection of Indebtedness
      and Suits for Enforcement by Trustee

                                	
                                   

                                  13

                                
	
                                  SECTION
      6.03  Application of Moneys
      Collected

                                	
                                  14

                                
	
                                  SECTION
      6.04  Limitation on
      Suits

                                	
                                  14

                                
	
                                  SECTION
      6.05  Rights and Remedies
      Cumulative; Delay or Omission Not Waiver

                                	
                                   

                                  14

                                
	
                                  SECTION
      6.06  Control by
      Securityholders

                                	
                                  14

                                
	
                                  SECTION
      6.07  Undertaking to Pay
      Costs

                                	
                                  14

                                
	
                                  SECTION
      6.08  Waiver of Past
      Defaults

                                	
                                  15

                                


                        

                      

                    

                  

                

              

            

          

        

      



     

    
      	
               
      

            	
              ARTICLE
      VII CONCERNING THE TRUSTEE

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            SECTION
      7.01  Certain Duties and
      Responsibilities of Trustee

                                          	
                                            15

                                          
	
                                            SECTION
      7.02  Certain Rights of
      Trustee

                                          	
                                            15

                                          
	
                                            SECTION
      7.03  Trustee Not Responsible for
      Recitals or Issuance or Securities

                                          	
                                             

                                            16

                                          
	
                                            SECTION
      7.04  May Hold
      Securities

                                          	
                                            16

                                          
	
                                            SECTION
      7.05  Moneys Held in
      Trust

                                          	
                                            16

                                          
	
                                            SECTION
      7.06  Compensation and
      Reimbursement

                                          	
                                            16

                                          
	
                                            SECTION
      7.07  Reliance on Officers'
      Certificate

                                          	
                                            16

                                          
	
                                            SECTION
      7.08  Disqualification;
      Conflicting Interests

                                          	
                                            16

                                          
	
                                            SECTION
      7.09  Corporate Trustee Required;
      Eligibility

                                          	
                                            17

                                          
	
                                            SECTION
      7.10  Resignation and Removal;
      Appointment of Successor

                                          	
                                             

                                            17

                                          
	
                                            SECTION
      7.11  Acceptance of Appointment By
      Successor

                                          	
                                            17

                                          
	
                                            SECTION
      7.12  Merger, Conversion,
      Consolidation or Succession to Business

                                          	
                                             

                                            18

                                          
	
                                            SECTION
      7.13  Preferential Collection of
      Claims Against the Company

                                          	
                                             

                                            18

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



     

    
      	
               
      

            	
              ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            SECTION
      8.01  Evidence of Action by
      Securityholders

                          	
                            18

                          
	
                            SECTION
      8.02  Proof of Execution by
      Securityholders

                          	
                            18

                          
	
                            SECTION
      8.03  Who May be Deemed
      Owners

                          	
                            19

                          
	
                            SECTION
      8.04  Certain Securities Owned by
      Company Disregarded

                          	
                             

                            19

                          
	
                            SECTION
      8.05  Actions Binding on Future
      Securityholders

                          	
                            19

                          


                  

                

              

            

          

        

      



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ARTICLE
      IX SUPPLEMENTAL INDENTURES

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            SECTION
      9.01  Supplemental Indentures
      Without the Consent of Securityholders

                          	
                             

                            19

                          
	
                            SECTION
      9.02  Supplemental Indentures With
      Consent of Securityholders

                          	
                             

                            20

                          
	
                            SECTION
      9.03  Effect of Supplemental
      Indentures

                          	
                            20

                          
	
                            SECTION
      9.04  Securities Affected by
      Supplemental Indentures

                          	
                            20

                          
	
                            SECTION
      9.05  Execution of Supplemental
      Indentures

                          	
                            20

                          


                  

                

              

            

          

        

      



     

    
      	
               
      

            	
              ARTICLE
      X CONSOLIDATION, MERGER, CONVEYANCE,TRANSFER OR
  LEASE

            


    

     

    
      
        
          
            	
                    SECTION
      10.01  When the Company May
      Consolidate, Merge, Etc.

                  	
                    20

                  


          

        

      

    

     

     

    
      	
               
      

            	
              ARTICLE
      XI SATISFACTION AND DISCHARGE

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            SECTION
      11.01  Satisfaction and Discharge
      of Indenture

                          	
                            21

                          
	
                            SECTION
      11.02  Discharge of
      Obligations

                          	
                            21

                          
	
                            SECTION
      11.03  Deposited Moneys to be Held
      in Trust

                          	
                            21

                          
	
                            SECTION
      11.04  Payment of Moneys Held by
      Paying Agents

                          	
                            21

                          
	
                            SECTION
      11.05  Repayment to
      Company

                          	
                            21

                          


                  

                

              

            

          

        

      



     

    
      	
               
      

            	
              ARTICLE
      XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND
      DIRECTORS

            


    

     

    
      
        
          
            	
                    SECTION
      12.01  No
      Recourse

                  	
                    22

                  


          

        

      

    

     

     

    
      	
               
      

            	
              ARTICLE
      XIII DEFEASANCE AND COVENANT
DEFEASANCE

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      13.01  Company's Option to Effect
      Defeasance or Covenant Defeasance

                                	
                                   

                                  22

                                
	
                                  SECTION
      13.02  Defeasance and
      Discharge

                                	
                                  22

                                
	
                                  SECTION
      13.03  Covenant
      Defeasance

                                	
                                  22

                                
	
                                  SECTION
      13.04  Conditions to Defeasance or
      Covenant Defeasance

                                	
                                   

                                  22

                                
	
                                  SECTION
      13.05  Deposited Money and
      Government Obligations to Be Held in Trust; Miscellaneous
      Provisions

                                	
                                   

                                  23

                                
	
                                  SECTION
      13.06  Reinstatement

                                	
                                  23

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ARTICLE
      XIV MISCELLANEOUS PROVISIONS

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            SECTION
      14.01  Effect on Successors and
      Assigns

                                          	
                                            23

                                          
	
                                            SECTION
      14.02  Actions by
      Successor

                                          	
                                            23

                                          
	
                                            SECTION
      14.03  Surrender of Company
      Powers

                                          	
                                            23

                                          
	
                                            SECTION
      14.04  Notices

                                          	
                                            24

                                          
	
                                            SECTION
      14.05  Governing
      Law

                                          	
                                            24

                                          
	
                                            SECTION
      14.06  Treatment of Securities as
      Debt

                                          	
                                            24

                                          
	
                                            SECTION
      14.07  Compliance Certificates and
      Opinions

                                          	
                                            24

                                          
	
                                            SECTION
      14.08  Payments on Business
      Days

                                          	
                                            24

                                          
	
                                            SECTION
      14.09  Conflict with Trust
      Indenture Act

                                          	
                                            24

                                          
	
                                            SECTION
      14.10  Counterparts

                                          	
                                            24

                                          
	
                                            SECTION
      14.11  Separability

                                          	
                                            24

                                          
	
                                            SECTION
      14.12  Assignment

                                          	
                                            24

                                          
	
                                            SECTION
      14.13  Acknowledgment of
      Rights

                                          	
                                            25

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



     

    
      	
               
      

            	
              ARTICLE
      XV SUBORDINATION OF SECURITIES

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      15.01  Agreement to
      Subordinate

                                	
                                  25

                                
	
                                  SECTION
      15.02  Default on Senior
      Indebtedness

                                	
                                  25

                                
	
                                  SECTION
      15.03  Liquidation; Dissolution;
      Bankruptcy

                                	
                                  25

                                
	
                                  SECTION
      15.04  Subrogation

                                	
                                  26

                                
	
                                  SECTION
      15.05  Trustee to Effectuate
      Subordination

                                	
                                  26

                                
	
                                  SECTION
      15.06  Notice by the
      Company

                                	
                                  26

                                
	
                                  SECTION
      15.07  Rights of the Trustee;
      Holders of Senior Indebtedness

                                	
                                   

                                  27

                                
	
                                  SECTION
      15.08  Subordination May Not Be
      Impaired

                                	
                                  27

                                


                        

                      

                    

                  

                

              

            

          

        

      



     

    

      

    

      
      
        	
                1

              	
                This
      Table of Contents does not constitute part of the Indenture and shall not
      have any bearing upon the interpretation of any of its terms or
      provisions.

              


      

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

       

    

    INDENTURE,
dated as of ______, 200_, between Gabelli Asset Management Inc., a New York
corporation (the "Company"), and The Bank of New York, as trustee (the
"Trustee"):

    


    WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of unsecured
subordinated debt securities, debentures, notes, bonds, or other evidences of
indebtedness (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more series,
as provided in this Indenture, including, without limitation, Securities to be
issued and sold from time to time to one or more GBL Trusts (as defined
herein);

    


    WHEREAS,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

    


    WHEREAS,
all things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

    


    NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of Securities:

    


    ARTICLE
I

    DEFINITIONS

    


    
      	
              I.1  

            	
              Definitions of
      Terms.

            


    

    


    The terms
defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular.  All other terms used in this Indenture that are defined in
the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this
instrument.

    


    "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.  When used with respect to any Person, "control" means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person,  whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" and "under common control with" have meanings correlative to the
foregoing.

    


    "Authenticating Agent"
means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.

    


    "Bankruptcy Law" means
Title 11, U.S. Code, or any similar federal or state  bankruptcy,
insolvency, reorganization or other law for the relief of debtors.

    


    "Board of Directors"
means the Board of Directors of the Company or any duly authorized committee of
such Board.

    


    "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.

    


    "Business Day" means,
with respect to any series of Securities, any day other than a day on which
federal or state banking institutions in the Borough of Manhattan, The City of
New York, are authorized or obligated by law, executive order or regulation to
close.

    


    "Certificate" means a
certificate signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company.  The
Certificate need not comply with the provisions of Section 14.07.

    


    "Company" means
Gabelli Asset Management Inc., a corporation duly organized and existing under
the laws of the State of New York, and, subject to the provisions of Article
Ten, shall also include its successors and assigns.

    


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

    


    "Common Securities"
means undivided beneficial interests in the assets of a GBL Trust which rank
pari passu with Preferred Securities issued by such GBL Trust; provided,
however, that upon the occurrence of an Event of Default, the rights of holders
of Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and  otherwise are subordinated to the rights
of holders of Preferred Securities.

    


    "Common Securities
Guarantee" means any guarantee agreement executed by the Company with
respect to the Common Securities issued by a GBL Trust pursuant to which the
Company agrees to pay the guarantee payments under any such guarantee agreement
to the holders of such Common Securities.

    


    "Corporate
Trust Office" means the
office of the Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is
located at 5 Penn Plaza, 13th Floor, New York, New York
10001.

    


    "Custodian" means any
receiver, trustee, assignee, liquidator, sequestrator, custodian or similar
official under any Bankruptcy Law.

    


    "Declaration," with
respect to a GBL Trust, means the Amended  and Restated Declaration of
Trust of such GBL Trust.

    


    "Default" means any
event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.

    


    "Deferral Period,"
with respect to any series of Securities, means any period during which the
Company elects to extend the interest payment period on such series of
Securities pursuant to Section 4.01(b); provided that a Deferral Period (or any
extension thereof) may not extend beyond the Stated Maturity or the Redemption
Date of any Security of such series and must end on an Interest Payment Date or,
if the Securities are redeemed, on an Interest Payment Date or the Redemption
Date for such Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Depositary" means,
with respect to Securities of any series, for which the Company shall determine
that such Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act, or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or Section 2.11.

    


    "Event of Default"
means, with respect to Securities of a particular series any event specified in
Section 6.01 (as may be modified as contemplated by Section 2.01(a)(16)),
continued for the period of time, if any, therein designated.

    


    "Exchange Act" means
the Securities Exchange Act of 1934 and any statute successor thereto, in each
case as amended from time to time.

    


    "GBL Trust" means each
of GBL Trust I and GBL Trust II (together, the "Trusts"), each a statutory
business trust formed under the laws of the State of Delaware, or any other
similar trust created for the purpose of issuing Preferred Securities in
connection with the issuance of Securities under this Indenture.

    "Global Security"
means, with respect to any series of Securities, a Security executed by the
Company and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with the Indenture, which shall be
registered in the name of the Depositary or its nominee.

    


    "Governmental
Obligations" means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt.

    


    "herein," "hereof" and "hereunder," and other
words of similar import, refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

    


    "Indebtedness" of any
person means the principal of and premium, if any, and interest due on
indebtedness of such Person, whether outstanding on the date of this Indenture
or thereafter created, incurred or assumed, which is (a) indebtedness for money
borrowed, (b) any obligation of, or any obligation guaranteed by, such Person
for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, (c) any obligation of, or any
such obligation guaranteed by, such Person evidenced by bonds, debentures, notes
or similar written instruments, including obligations assumed or incurred in
connection with the acquisition of property, assets or businesses (provided,
however, that the deferred purchase price of any other business or property or
assets shall not be considered Indebtedness if the purchase price thereof is
payable in full within 90 days from the date on which such indebtedness was
created), (d) any obligations of such Person as lessee under leases required to
be capitalized on the balance sheet of the lessee under generally accepted
accounting principles, (e) all obligations of such Person for the reimbursement
on any letter of credit, banker's acceptance, security purchase facility or
similar credit transaction, (f) all obligations of such Person in respect of
interest rate swap, cap or other agreements, interest rate future or options
contracts, currency swap arrangements, currency future or option contracts and
other similar agreements, (g) all obligations of the types referred to in
clauses (a) through (f) above of other persons for the payment of which such
Person is responsible or liable as obligor, guarantor or otherwise, (h) all
obligations of the types referred to in clauses (a) through (g) above of other
persons secured by any lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person), and (i) any amendments,
renewals, extensions, modifications and refundings of any of the
foregoing

    


    "Indenture" means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.  The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 2.01.

    


    "Interest Payment
Date," when used with respect to any Security, means the Stated Maturity
of an installment of interest on a Security of a particular series.

    


    "Investment Company
Act" means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

    


    "Officers'
Certificate" means a certificate signed by the Chief Financial Officer,
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with the
terms hereof.  Each such certificate shall include the statements
provided for in Section 14.07, if and to the extent required by the
provisions thereof.

    


    "Opinion of Counsel"
means an opinion in writing of legal counsel, who may be an employee of or
counsel for the Company that is delivered to the Trustee in accordance with the
terms hereof.  Each such opinion shall include the statements provided
for in Section 14.07, if and to the extent required by the provisions
thereof.

    


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

     

    
      
        
        

      

      
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    "Outstanding," when
used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07; and (d)
Securities as to which Defeasance (as defined in Section 13.02) has been
effected pursuant to Section 13.02, provided, however, that in determining
whether the holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A)
the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the maturity
thereof to such date pursuant to Section 6.01(b), (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as  specified or determined as
contemplated by Section 2.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 2.01, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
beneficially owned by the Company or any other obligor upon such Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.

    


    "Paying Agent" means
any Person authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

    


    "Person" means any
individual, corporation, partnership, limited liability company, business trust,
joint- venture, joint-stock company, unincorporated organization or government
or any agency or political subdivision thereof.

    


     "Place of Payment,"
when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of
that series are payable as specified as contemplated by Section
2.01.

    "Predecessor Security"
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed or stolen Security.

    


    "Preferred Securities"
means undivided beneficial interests in the assets of a GBL Trust which rank
pari passu with Common Securities issued by such GBL Trust; provided, however,
that upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Preferred
Securities.

    


    "Preferred Securities
Guarantee" means any guarantee agreement executed by the Company with
respect to the Preferred Securities issued by a GBL Trust pursuant to which the
Company agrees to pay the guarantee payments under any such guarantee agreement
to the holders of such Preferred Securities.

    


    "Property Trustee" has
the meaning set forth in the Declaration of the applicable GBL
Trust.

    


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

    


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

    


    "Responsible Officer,"
when used with respect to the Trustee, means the Chairman of the Board of
Directors, the President, any Vice-President, the Secretary, the Treasurer, any
trust officer, any corporate trust officer or any other officer or assistant
officer of the Trustee customarily performing 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 his or her
knowledge of and familiarity with the particular subject.

    


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

    


     "Securities Act" means
the Securities Act of 1933 and any statute successor thereto, in each case as
amended from time to time.

    


    "Securityholder,"
"holder of
Securities," "registered holder,"
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

    


    "Senior Indebtedness"
means all obligations of the Company in respect of Indebtedness of the Company,
whether outstanding at the date of execution of this Indenture, or thereafter
incurred or created; provided, that, "Senior Indebtedness" shall not
include:  (1) indebtedness or monetary obligations to trade creditors
created or assumed by the Company in the ordinary course of business in
connection with the obtaining of materials or services; (2) indebtedness that is
by its terms subordinated to or ranks equal with the Securities; or (3) any
indebtedness of the Company to its Affiliates (including all debt securities and
guarantees in respect of those debt securities, issued to (a) any GBL Trust or
(2) any other trust, partnership or other entity affiliated with the Company
that is a financing vehicle of the Company (a "financing entity") in connection
with the issuance by such financing entity of preferred securities or other
securities guaranteed by the Company) unless otherwise expressly provided in the
terms of any such indebtedness.

    


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

    


    "Subsidiary" means,
with respect to any Person, (i) any corporation at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by
such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, (ii) any general partnership, limited liability
company, joint venture or similar entity, at least a majority of whose
outstanding partnership, membership or similar interests shall at the time be
owned by such Person, or by one or more of its Subsidiaries, or by such Person
and one or more of its Subsidiaries and (iii) any limited partnership or limited
liability company of which such Person or any of its Subsidiaries is a general
partner or principal managing member.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Trustee"
means  The Bank of New York and, subject to the provisions of Article
Seven, shall also include its successors and assigns and, if at any time there
is more than one Person acting in such capacity hereunder, "Trustee" shall mean
each such Person.  The term "Trustee" as used with respect to a
particular series of the Securities shall mean the trustee with respect to that
series.

    


    "Trust Indenture Act"
means the Trust Indenture Act of 1939, as amended, subject to the provisions of
Sections 9.01, 9.02, and 10.01, as in effect at the date of execution of this
instrument.

    


    "Trust Securities"
means, collectively, Common Securities and Preferred Securities of a GBL
Trust.

    "Voting Stock," as
applied to stock of any Person, means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

    


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

    


    ARTICLE
II

    DESCRIPTION,
TERMS, EXECUTION,REGISTRATION
AND EXCHANGE OF SECURITIES

    


    II.1 Designation and Terms of
Securities.

    


    (a) 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 up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution of the
Company or pursuant to one or more indentures supplemental
hereto.  Prior to the initial issuance of Securities of any series,
there shall be established in or pursuant to a Board Resolution of the Company,
and set forth in an Officers' Certificate of the Company, or established in one
or more indentures supplemental hereto:

    


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

    


    (2) any limit
upon the aggregate principal amount of the Securities of that 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 that series);

    


    (3) the price
or prices at which the Company will sell the Securities;

    


    (4) the
Stated Maturity of the Securities;

    


    (5) the rate
or rates at which the Securities of the series shall bear interest or the manner
of calculation of such rate or rates, if any;

    


    (6) the date
or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such
Interest Payment Dates and the record date for the determination of holders to
whom interest is payable on any such Interest Payment Dates;

    


    (7) the
right, if any, to extend the interest payment periods and the duration of any
such Deferral Period, including the maximum consecutive period during which
interest payment periods may be extended;

    


    (8) if the
amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to any index, formula, or other method,
such as one or more currencies, commodities, equity indices or other indices,
and the manner in which such amounts shall be determined;

    


    (9) the place
or places where the principal of and any premium and interest on any Securities
of the series shall be payable;

    


    (10) the
period or periods within which, the price or prices 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;

    


    (11) the
obligation, if any, of the Company to redeem, repay or purchase Securities of
the series pursuant to any sinking fund or analogous provisions (including
payments made in cash in participation of future sinking fund obligations) or at
the option of a holder thereof and the period or periods within which, the price
or prices at which, and the terms and conditions upon which, Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;

    


    (12) if other
than denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, the denominations in which the Securities of the series shall
be issuable;

    


    (13) if other
than the full principal amount thereof, the portion or, methods of determining
the portion, of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01;

    (1) 

    


    (14) if other
than the currency of the United States of America, the currency, currencies or
currency units or composite currencies in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
"Outstanding" in Section 1.01;

    


    (15) provisions
granting special rights to holders of the Securities upon the occurrence of
specific events;

    


    (16) any
deletions from, modifications of or additions to the Events of Default or the
Company's covenants provided for with respect to the Securities of the
series;

    


    (17) if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

     

    
      
        
        

      

      
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    (18) whether
the subordination provisions contained in Article XV or different
subordination provisions will apply to the Securities.

    


    (19) whether
the Securities will be convertible into or exchangeable for shares of common
stock, preferred stock or other securities or property of the Company and, if
so, the terms and conditions upon which such Securities will be so convertible
or exchangeable, including the conversion or exchange price and the conversion
or exchange period;

     

    (20) whether
the Securities are issuable as a Global Security and, in such case, the identity
for the Depositary for such series and the terms and conditions upon which
Global Securities may be exchanged for certificated debt
securities;

    


    (21) any
special tax implications of the Securities of the series, including any
provisions for Original Issue Discount Securities, if offered;

    


    (22) any
change in the right of the Trustee or the requisite holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section
6.01;

    


    (23) any
trustees, authenticating or Paying Agents, transfer agents or registrars or
other agents with respect to the Securities; and

    


    (24) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 9.01(10)), but which may
modify or delete any provision of this Indenture with respect to such series,
provided that no such term may modify or delete any provision hereof if imposed
by the Trust Indenture Act, and provided, further that any modification or
deletion of the rights, duties or immunities of the Trustee hereunder shall have
been consented to in writing by the Trustee).

    


    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 any such
Board Resolution or in any indentures supplemental hereto.

    


    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be 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 of the Company setting forth the terms of the series.

    


    Securities
of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may
be determined, with different dates on which such interest may be payable and
with different redemption dates.

    


    II.2 Form of Securities and
Trustee's Certificate.

    


    The
Securities of any series and the Trustee's certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution of the Company and as set forth in an Officers' Certificate of the
Company and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

    


    II.3 Denominations;  Provisions
for Payment.

    


    The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(11).  The Securities of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series.  Unless otherwise provided pursuant to Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City and
State of New York.  Each Security shall be dated the date of its
authentication.  Interest on the Securities shall be computed on the
basis of a 360-day year composed of twelve 30-day months.

    


    The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment.  In the event that any
Security of a particular series or portion thereof is called for redemption and
the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.

    


    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 2.01, any interest on any Security that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
for Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:

    


    
      	
              (1)  

            	
              The
      Company may make payment of any Defaulted Interest on Securities to the
      Persons in whose names such Securities (or their respective Predecessor
      Securities) are registered at the close of business on a special record
      date for the payment of such Defaulted Interest, which shall be fixed in
      the following manner:  the Company shall notify the Trustee in
      writing of the amount of Defaulted Interest proposed to be paid on each
      such Security and the date of the proposed payment, and at the same time
      the Company shall deposit with the Trustee an amount of money equal to the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or shall make arrangements satisfactory to the Trustee for such deposit
      prior to the date of the proposed payment, such money when deposited to be
      held in trust for the benefit of the Persons entitled to such Defaulted
      Interest as in this clause provided.  Thereupon the Trustee
      shall fix a special record date for the payment of such Defaulted Interest
      which shall not be more than 15 nor less than 10 days prior to the date of
      the proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment.  The Trustee
      shall promptly notify the Company of such special record date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the special record date therefor to
      be mailed, first class postage prepaid, to each Securityholder at his or
      her address as it appears in the Security Register (as hereinafter
      defined), not less than 10 days prior to such special record
      date.  Notice of the proposed payment of such Defaulted Interest
      and the special record date therefor having been mailed as aforesaid, such
      Defaulted Interest shall be paid to the Persons in whose names such
      Securities (or their respective Predecessor Securities) are registered on
      such special record date and shall be no longer payable pursuant to the
      following clause (2).

            


    

     

    
      
        
        

      

      
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              (2)  

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

            


    

     

    Unless
otherwise set forth in a Board Resolution of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

    


    Subject
to the foregoing provisions of this Section, each Security of a series delivered
under this Indenture upon transfer of or in exchange for or in lieu of any other
Security of such series shall carry the rights to interest accrued and unpaid,
and to accrue, that were carried by such other Security.

    
      	
              II.4  

            	
              Execution and
      Authentications.

            


    

    


    The
Securities shall be signed on behalf of the Company by its President, or one of
its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or
its Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant
Secretaries.  Signatures may be in the form of a manual or facsimile
signature.  The Company may use the facsimile signature of any Person
who shall have been a President or Vice President thereof, or of any Person who
shall have been a Secretary or Assistant Secretary thereof, notwithstanding the
fact that at the time the Securities shall be authenticated and delivered or
disposed of such Person shall have ceased to be the President or a Vice
President, or the Secretary or an Assistant Secretary, of the
Company.  The seal of the Company may be in the form of a facsimile of
such seal and may be impressed, affixed, imprinted or otherwise reproduced on
the Securities.  The Securities may contain such notations, legends or
endorsements required by law, stock exchange rule or usage.  Each
Security shall be dated the date of its authentication by the
Trustee.

    


    A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is 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, together with a written order of the Company for the
authentication and delivery of such Securities, signed by its President or any
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

    


    In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.

    


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

    


    
      	
              II.5  

            	
              Registration of
      Transfer and Exchange.

            


    

    


    
      	
              (a)  

            	
              Securities
      of any series may be exchanged upon presentation thereof at the office or
      agency of the Company designated for such purpose in the Borough of
      Manhattan, the City and State of New York, for other Securities of such
      series of authorized denominations, and for a like aggregate principal
      amount, upon payment of a sum sufficient to cover any tax or other
      governmental charge in relation thereto, all as provided in this
      Section.  In respect of any Securities so surrendered for
      exchange, the Company shall execute, the Trustee shall authenticate and
      such office or agency shall deliver in exchange therefor the Security or
      Securities of the same series that the Securityholder making the exchange
      shall be entitled to receive, bearing numbers not contemporaneously
      outstanding.

            


    

    


    
      	
              (b)  

            	
              The
      Company shall keep, or cause to be kept, at its office or agency
      designated for such purpose in the Borough of Manhattan, the City and
      State of New York, or such other location designated by the Company a
      register or registers (herein referred to as the "Security Register") in
      which, subject to such reasonable regulations as it may prescribe, the
      Company shall register the Securities and the transfers of Securities as
      in this Article provided and which at all reasonable times shall be open
      for inspection by the Trustee.  The registrar for the purpose of
      registering Securities and transfer of Securities as herein provided shall
      be appointed as authorized by Board Resolution (the "Security
      Registrar").

            


    

    


    Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

    


    All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder's duly authorized attorney in
writing.

    


    
      	
              (c)  

            	
              No
      service charge shall be made for any exchange or registration of transfer
      of Securities, or issue of new Securities in case of partial redemption of
      any series, but the Company may require payment of a sum sufficient to
      cover any tax or other governmental charge in relation thereto, other than
      exchanges pursuant to Section 2.06, the second paragraph of Section 3.03
      and Section 9.04 not involving any
transfer.

            


    

    


    
      	
              (d)  

            	
              The
      Company shall not be required (i) to issue, exchange or register the
      transfer of any Securities during a period beginning at the opening of
      business 15 days before the day of the mailing of a notice of redemption
      of less than all the Outstanding Securities of the same series and ending
      at the close of business on the day of such mailing, nor (ii) to register
      the transfer of or exchange any Securities of any series or portions
      thereof called for redemption.  The provisions of this Section
      2.05 are, with respect to any Global Security, subject to Section 2.11
      hereof.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              II.6  

            	
              Temporary
      Securities.

            


    

    


    Pending
the preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company.  Every temporary Security of any series
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities of such series.  Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company.  Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

    


    
      	
              II.7  

            	
              Mutilated, Destroyed,
      Lost or Stolen Securities.

            


    

    


    In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company's request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen.  In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Security and of the ownership
thereof.  The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any officer of
the Company.  Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.  In case any Security that has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

    


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

    


    
      	
              II.8  

            	
              Cancellation.

            


    

    


    All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any Paying
Agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be canceled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture.  On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Securities held by
the Trustee.  In the absence of such request the Trustee may dispose
of canceled Securities in accordance with its standard procedures and deliver a
certificate of disposition to the Company.  If the Company shall
otherwise acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

    


    
      	
              II.9  

            	
              Benefits of
      Indenture.

            


    

    


    Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities.

    


    
      	
              II.10  

            	
              Authenticating
      Agent.

            


    

    


    So long
as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint.  Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state
authorities.  If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign
immediately.

    


    Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon resignation,
termination or cessation of eligibility of any Authenticating Agent, the Trustee
may appoint an eligible successor Authenticating Agent acceptable to the
Company.  Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              II.11  

            	
              Global
      Securities.

            


    

    


    (a) If the
Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect:  "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

    


    (b) Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.05, only to another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.

    


    (c) If at any
time the Depositary for a series of the Securities notifies the Company that it
is unwilling or unable to continue as Depositary for such series or if at any
time the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and
a successor Depositary for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to Section
2.05, the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  In
addition, the Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such
series.  In such event the Company will execute and subject to Section
2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security.  Upon the exchange of the Global Security for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the
Trustee.  Such Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.  The Trustee shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.

    


    II.12 CUSIP
Numbers.

    


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

    


    ARTICLE
III

    REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

    


    III.1 Redemption.

    


    The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.

    


    III.2 Notice of
Redemption.

    


    
      	
              (a)  

            	
              In
      case the Company shall desire to exercise such right to redeem all or, as
      the case may be, a portion of the Securities of any series in accordance
      with the right reserved so to do, the Company shall, or shall cause the
      Trustee to, give notice of such redemption to holders of the Securities of
      such series to be redeemed by mailing, first class postage prepaid, a
      notice of such redemption not less than 30 days and not more than 90 days
      before the date fixed for redemption of that series to such holders at
      their last addresses as they shall appear upon the Security Register
      unless a shorter period is specified in the Securities to be
      redeemed.  Any notice that is mailed in the manner herein
      provided shall be conclusively presumed to have been duly given, whether
      or not the registered holder receives the notice.  In any case,
      failure duly to give such notice to the holder of any Security of any
      series designated for redemption in whole or in part, or any defect in the
      notice, shall not affect the validity of the proceedings for the
      redemption of any other Securities of such series or any other
      series.  In the case of any redemption of Securities prior to
      the expiration of any restriction on such redemption provided in the terms
      of such Securities or elsewhere in this Indenture, the Company shall
      furnish the Trustee with an Officers' Certificate evidencing compliance
      with any such restriction.

            


    

    


    Each such
notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case.  If less than all the Securities of a series are to be redeemed,
the notice to the holders of Securities of that series to be redeemed in whole
or in part shall specify the particular Securities to be so
redeemed.  In case any Security is to be redeemed in part only, the
notice that relates to such Security shall state the portion of the principal
amount thereof to be redeemed, and shall state that on and after the redemption
date, upon surrender of such Security, a new Security or Securities of such
series in principal amount equal to the unredeemed portion thereof will be
issued.

    


    
      	
              (b)  

            	
              If
      less than all the Securities of a series are to be redeemed, the Company
      shall give the Trustee at least 45 days' notice in advance of the date
      fixed for redemption as to the aggregate principal amount of Securities of
      the series to be redeemed, and thereupon the Trustee shall select, by lot
      or in such other manner as it shall deem appropriate and fair in its
      discretion and that may provide for the selection of a portion or portions
      (equal to one thousand U.S. dollars ($1,000) or any integral multiple
      thereof) of the principal amount of such Securities of a denomination
      larger than $1,000, the Securities to be redeemed and shall thereafter
      promptly notify the Company in writing of the numbers of the Securities to
      be redeemed, in whole or in part.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    The
Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its President or any Vice President, instruct the
Trustee or any Paying Agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such Paying Agent may deem advisable.  In
any case in which notice of redemption is to be given by the Trustee or any such
Paying Agent, the Company shall deliver or cause to be delivered to, or permit
to remain with, the Trustee or such Paying Agent, as the case may be, such
Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such Paying Agent to
give any notice by mail that may be required under the provisions of this
Section.

     

    
      	
              III.3  

            	
              Payment Upon
      Redemption.

            


    

    


    
      	
              (a)  

            	
              If
      the giving of notice of redemption shall have been completed as above
      provided, the Securities or portions of Securities of the series to be
      redeemed specified in such notice shall become due and payable on the date
      and at the place stated in such notice at the applicable redemption price,
      together with interest accrued to the date fixed for redemption and
      interest on such Securities or portions of Securities shall cease to
      accrue on and after the date fixed for redemption, unless the Company
      shall default in the payment of such redemption price and accrued interest
      with respect to any such Security or portion thereof.  On
      presentation and surrender of such Securities on or after the date fixed
      for redemption at the place of payment specified in the notice, said
      Securities shall be paid and redeemed at the applicable redemption price
      for such series, together with interest accrued thereon to the date fixed
      for redemption (but if the date fixed for redemption is an interest
      payment date, the interest installment payable on such date shall be
      payable to the registered holder at the close of business on the
      applicable record date pursuant to Section
  2.03).

            


    

    


    
      	
              (b)  

            	
              Upon
      presentation of any Security of such series that is to be redeemed in part
      only, the Company shall execute and the Trustee shall authenticate and the
      office or agency where the Security is presented shall deliver to the
      holder thereof, at the expense of the Company, a new Security of the same
      series of authorized denominations in principal amount equal to the
      unredeemed portion of the Security so
presented.

            


    

    


    
      	
              III.4  

            	
              Sinking
      Fund.

            


    

    


    The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.01 for Securities of such series.

    


    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".  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 3.05.  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.

    


    
      	
              III.5  

            	
              Satisfaction of
      Sinking Fund Payments with
Securities.

            


    

    


    The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) 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 Securities as provided for by the terms of such
series, 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.

    
      	
              III.6  

            	
              Redemption of
      Securities for Sinking Fund.

            


    

    


    Not less
than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers' Certificate, deliver to the Trustee any Securities to be so
delivered.  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 3.02 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.02.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 3.03.

    


    ARTICLE
IV

    CERTAIN
COVENANTS

    


    
      	
              IV.1  

            	
              Payment of Principal,
      Premium and Interest.

            


    

    


    (a)         The
Company shall pay or cause to be paid the principal of and premium, if any, and
interest (including interest accruing during any Deferral Period) on the
Securities on or prior to the dates and in the manner provided in such
Securities or pursuant to this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the applicable due date if on
such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to pay all of such installment then
due.

    


    (b)         Notwithstanding
the provisions of Section 4.01(a) or any other provision herein to the contrary,
the Company shall have the right, as provided in an Officer's Certificate or
Supplemental Indenture issued pursuant to Section 2.01, in its sole and absolute
discretion at any time and from time to time while the Securities of any series
are outstanding, so long as no Event of Default with respect to such series of
Securities has occurred and is continuing, to defer payments of interest by
extending the interest payment period for such series of Securities for the
maximum consecutive period, if any, specified for such series of Securities,
provided that such Deferral Period (or any extension thereof) may not extend
beyond the Stated Maturity date or Redemption Date of any Security of such
series, and must end on an Interest Payment Date or, if the Securities are
redeemed, on an Interest Payment Date or the Redemption Date for such
Securities, and provided further that at the end of each Deferral Period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon to the extent permitted by applicable law at the rate accruing on such
Securities).  Prior to the termination of a Deferral Period, the
Company may shorten or may further extend the interest payment period for such
series of Securities, provided that such Deferral Period together with all such
previous and further extensions may not exceed the maximum consecutive period
specified for such series of Securities, end on a date other than an Interest
Payment Date or extend beyond the Stated Maturity date or Redemption Date of any
Security of such series.  The Company shall give the Trustee written
notice of the Company's election to begin a Deferral Period for any series of
Securities and any shortening or extension thereof at least five Business
Days  prior to the earlier of (i) the date the interest on such
Securities or distributions on the related Preferred Securities are payable or
(ii) the date the trustees of a GBL Trust are required to give notice to holders
of Preferred Securities of such GBL Trust of the record date or the date such
distributions are payable, but in any event not less than five Business Days
prior to such record date.  The Company shall give or cause the
Trustee to give notice (a form of which shall be provided by the Company to the
Trustee) of the Company's election to begin a Deferral Period to the Holders by
first class mail, postage prepaid.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              IV.2  

            	
              Maintenance of Office
      or Agency.

            


    

    


    So long
as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or a Vice President and
delivered to the trustee, designate some other office or agency for such
purposes or any of them.  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, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands.

     

    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.

    


    
      	
              IV.3  

            	
              Paying
      Agents.

            


    

    


    
      	
              (a)  

            	
              If
      the Company shall appoint one or more Paying Agents for all or any series
      of the Securities, other than the Trustee, the Company will cause each
      such Paying Agent to execute and deliver to the Trustee an instrument in
      which such agent shall agree with the Trustee, subject to the provisions
      of this Section:

            


    

    


    
      	
              (1)  

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

            


    

    


    
      	
              (2)  

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

            


    

    


    
      	
              (3)  

            	
              that
      it will, at any time during the continuance of any failure referred to in
      the preceding paragraph (a)(2) above, upon the written request of the
      Trustee, forthwith pay to the Trustee all sums so held in trust by such
      Paying Agent; and

            


    

    


    
      	
              (4)  

            	
              that
      it will perform all other duties of Paying Agent as set forth in this
      Indenture.

            


    

    


    
      	
              (b)  

            	
              If
      the Company shall act as its own Paying Agent with respect to any series
      of the Securities, it will on or before each due date of the principal of,
      and premium, if any, or interest on Securities of that series, set aside,
      segregate and hold in trust for the benefit of the Persons entitled
      thereto a sum sufficient to pay such principal, and premium, if any, or
      interest so becoming due on Securities of that series until such sums
      shall be paid to such Persons or otherwise disposed of as herein provided
      and will promptly notify the Trustee of such action, or any failure (by it
      or any other obligor on such Securities) to take such
      action.  Whenever the Company shall have one or more Paying
      Agents for any series of Securities, it will, prior to each due date of
      the principal of, and premium, if any, or interest on any Securities of
      that series, deposit with the Paying Agent a sum sufficient to pay the
      principal, and premium, if any, or interest so becoming due, such sum to
      be held in trust for the benefit of the Persons entitled to such
      principal, premium or interest, and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee of this action or
      failure so to act.

            


    

    


    
      	
              (c)  

            	
              Notwithstanding
      anything in this Section to the contrary, (i) the agreement to hold sums
      in trust as provided in this Section is subject to the provisions of
      Section 11.05, and (ii) the Company may at any time, for the purpose of
      obtaining the satisfaction and discharge of this Indenture or for any
      other purpose, pay, or direct any Paying Agent to pay, to the Trustee all
      sums held in trust by the Company or such Paying Agent, such sums to be
      held by the Trustee upon the same terms and conditions as those upon which
      such sums were held by the Company or such Paying Agent; and, upon such
      payment by any Paying Agent to the Trustee, such Paying Agent shall be
      released from all further liability with respect to such
      money.

            


    

    


    
      	
              (d)  

            	
              Except
      as otherwise specified with respect to a series of Securities in
      accordance with the provisions of Section 2.01, any money or Government
      Obligations deposited with the Trustee or any Paying Agent, or then held
      by the Company, in trust for the payment of the principal of or any
      premium or interest on any Security of any series and remaining unclaimed
      for two years after such principal, premium or interest has become due and
      payable shall be paid to the Company at its option at the request of the
      Company, or (if then held by the Company) shall be discharged from such
      trust; and the holder of such Security shall thereafter, as an unsecured
      general creditor, look only to the Company for payment thereof, and all
      liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall
      thereupon cease; provided, however, that the Trustee or such Paying Agent,
      before being required to make any such repayment, may at the expense of
      the Company cause to be published once, in a newspaper published in the
      English language, customarily published on each Business Day and of
      general circulation in the Borough of Manhattan, The City of New York,
      notice that such money remains unclaimed and that, after a date specified
      therein, which shall not be less than 30 days from the date of such
      publication, any unclaimed balance of such money then remaining will be
      repaid to the Company.

            


    

    


    
      	
              IV.4  

            	
              Statement by Officers
      as to Default.

            


    

    


    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

    


    
      	
              IV.5  

            	
              Existence.

            


    

    


    Subject
to Article Ten, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the holders.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              IV.6  

            	
              Payment of
      Taxes.

            


    

    


    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, which, if unpaid, might by law become
a lien upon the property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment or governmental charge whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

     

    
      	
              IV.7  

            	
              Covenants as to GBL
      Trusts.

            


    

    


    In the
event Securities are issued to a GBL Trust or a trustee of such trust in
connection with the issuance of Trust Securities of such GBL Trust, for so long
as such Trust Securities remain outstanding, the Company will covenant (i) to
directly or indirectly maintain 100% ownership of the Common Securities of such
GBL Trust; provided, however, that any permitted successor of the Company under
this Indenture may succeed to the Company's ownership of such Common Securities,
(ii) to use its reasonable efforts to cause such GBL Trust (a) to remain a
statutory business trust, except in connection with the distribution of
Securities to the holders of Trust Securities in liquidation of such GBL Trust,
the redemption of all of the Trust Securities of such GBL Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the Declaration
of such GBL Trust, and (b) to continue to be classified as a grantor trust for
United States federal income tax purposes and (iii) to use its reasonable
efforts to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Securities.

    


    
      	
              IV.8  

            	
              Waiver of Certain
      Covenants.

            


    

    


    Except as
otherwise specified as contemplated by Section 2.01 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7)
for the benefit of the holders of such series or in Section 4.06, if before the
time for such compliance the holders of at least a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by act of
such holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

    


    
      	
              IV.9  

            	
              Appointment to Fill
      Vacancy in Office of
Trustee.

            


    

    


    The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

    


    
      	
              IV.10  

            	
              Compliance with
      Consolidation Provisions.

            


    

    


    The
Company will not, while any of the Securities remain Outstanding, consolidate
with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article Ten hereof are complied with.

    


    ARTICLE
V

    SECURITYHOLDERS'
LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE

    


    V.1 Company to Furnish Trustee
Names and Addresses of Securityholders.

    


    The
Company will furnish or cause to be furnished to the Trustee (a) on a monthly
basis on each regular record date a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that, in either case, no such
list need be furnished for any series for which the Trustee shall be the
Security Registrar.

    


    V.2 Preservation Of Information;
Communications With Securityholders.

    


    (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities contained
in the most recent list furnished to it as provided in Section 5.01 and as to
the names and addresses of holders of Securities received by the Trustee in its
capacity as Security Registrar (if acting in such capacity).

    


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

    


    (c) Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Securityholders with respect to their rights under this Indenture or under
the Securities.

    


    V.3 Reports by the
Company.

    


    (a) The
Company covenants and agrees to file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

    


    (b) The
Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

    


    (c) The
Company covenants and agrees to transmit to the Securityholders, such summaries
of any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section as may be required by the
Trust Indenture Act and the rules and regulations prescribed from time to time
by the Commission.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    V.4 Reports by the
Trustee.

    


    (a) On or
before July 15 in each year in which any of the Securities are Outstanding, the
Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report dated as of the preceding May 15, if and to the extent required
under Section 313(a) of the Trust Indenture Act.

     

    (b) The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture
Act.

    


    (c) A copy of
each such report shall, at the time of such transmission to Securityholders, be
filed by the Trustee with the Company, with each stock exchange upon which any
Securities are listed (if so listed) and also with the
Commission.  The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.

    


    ARTICLE
VI

    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
OF DEFAULT

    


    VI.1 Events of
Default.

    


    (a) Whenever
used herein with respect to Securities of a particular series, "Event of
Default" means any one or more of the following events that has occurred and is
continuing, unless such event is specifically deleted or modified in accordance
with Section 2.01:

    


    (1) the
Company defaults in the payment of any installment of interest upon any of the
Securities of that series, as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; provided, however, that
during any Deferral Period for the Securities of that series, failure to pay
interest on the Securities of that series shall not constitute a default in the
payment of interest for this purpose; and, provided, further, that a valid
extension of an interest payment period by the Company in accordance with the
terms of any indenture supplemental hereto, shall not constitute a default in
the payment of interest for this purpose;

    


    (2) the
Company defaults in the payment of the principal of, or premium, if any, on any
of the Securities of that series as and when the same shall become due and
payable whether at maturity, upon redemption, because of acceleration or
otherwise, or in any payment required by any sinking or analogous fund
established with respect to that series; provided, however, that a valid
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;

    


    (3) the
Company fails to observe or perform any other of its covenants or agreements
with respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof (other
than a covenant or agreement that has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
"Notice of Default" hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;

    


    (4) an event
of default, as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any
Indebtedness for money borrowed of the Company (other than a default under this
Indenture with respect to Securities of any series or a default with respect to
any non-recourse Indebtedness), whether such Indebtedness now exists or shall
hereafter be created, shall happen and shall result in a principal amount in
excess of $25 million of Indebtedness for money borrowed becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged, within a period
of 15 days after there has been given, by registered or certified United States
mail, to the Company by the Trustee or to the Company and the Trustee by the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series a written notice specifying such event of default and
requiring the Company to cause such acceleration to be rescinded or annulled or
to cause such Indebtedness to be discharged and stating that such notice is a
"Notice of Default" hereunder;

    


    (5) the entry
by a court of competent jurisdiction of:

    


    (i)           a
decree or order for relief in respect of the Company in an involuntary
proceeding under any applicable Bankruptcy Law and such decree or order shall
remain unstayed and in effect for a period of 60 consecutive days;

    


    (ii)           a
decree or order adjudging the Company to be insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of the Company
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

    


    (iii)           a
final and non-appealable order appointing a Custodian of the Company or of any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company;

    


    (6) the
Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences a
voluntary case or proceeding; (ii) consents to the entry of an order for relief
against it in an involuntary case or proceeding; (iii) files a petition or
answer or consent seeking reorganization or relief or consents to such filing or
to the appointment of or taking possession by a Custodian of it or for all or
substantially all of its property, and such Custodian is not discharged within
60 days; (iv) makes a general assignment for the benefit of its creditors; or
(v) admits in writing its inability to pay its debts generally as they become
due;

    


    (7) in the
event Securities are issued to a GBL Trust or a trustee of such trust in
connection with the issuance of Trust Securities  by such GBL Trust,
such GBL Trust shall have voluntarily or  involuntarily dissolved,
wound up its business or otherwise terminated its existence, except in
connection with (i) the distribution of Securities to holders of Trust
Securities in liquidation of their interests in such GBL Trust, (ii) the
redemption of all of the outstanding Trust  Securities of such GBL
Trust or (iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such GBL Trust; or

    


    (8) any other
Event of Default provided for pursuant to Section 2.01 with respect to
Securities of that series.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 2.01, if an Event of Default (other than an Event of
Default specified in Sections 6.01(a)(5) or 6.01(a)(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by such Securityholders),
may declare the principal of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable.  If an Event of Default
specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
holder, become immediately due and payable.

     

    (c) At any
time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences
if:  (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of, and premium, if any, on any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) expressed in the Securities of that series
(or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.06, and (ii) any and all Events of
Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) that shall not
have become due by their terms, shall have been remedied or waived as provided
in Section 6.08.

    


    No such
rescission and annulment shall extend to or shall affect any subsequent default
or impair any right consequent thereon.

    


    (d) In case
the Trustee shall have proceeded to enforce any right with respect to Securities
of that series under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company, and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceedings had
been taken.

    


    VI.2 Collection of Indebtedness
and Suits for Enforcement by Trustee.

    


    (a) The
Company covenants that (1) in case it shall default in the payment of any
installment of interest on any of the Securities of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 90 Business Days, or (2) in case it shall
default in the payment of the principal of, or premium, if any, on any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Securities of that series,
the whole amount that then shall have become due and payable on all such
Securities for principal, and premium, if any, or interest, or both, as the case
may be, with interest upon the overdue principal, and premium, if any, and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.

    


    (b) If the
Company shall fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or other obligor upon the Securities of that
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or other obligor upon the
Securities of that series, wherever situated.

    


    (c) In case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its creditors or property, the Trustee shall have power to intervene
in such proceedings and take any action therein that may be permitted by the
court and shall (except as may be otherwise provided by law) be entitled to file
such proofs of claim and other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by the
Company under the Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 7.06; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of Securities of such series to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any amount due it under
Section 7.06.

    


    (d) All
rights of action and of asserting claims under this Indenture, or under any of
the terms established with respect to Securities of that series, may be enforced
by the Trustee without the possession of any of such Securities, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06, be
for the ratable benefit of the holders of the Securities of such
series.

    


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

    


    Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such
proceeding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    VI.3 Application of Moneys
Collected.

    


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

    


    FIRST:  To
the payment of costs and expenses of collection and of all amounts payable to
the Trustee under Section 7.06;

    


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

    


    THIRD:  To
the payment of the remainder, if any, to the Company, its successors or assigns
or to whomever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

     

    VI.4 Limitation on
Suits.

    


    No holder
of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(i) such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to the Securities
of such series specifying such Event of Default, as hereinbefore provided; (ii)
the holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) 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.

    


    Notwithstanding
anything contained herein to the contrary, any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of, and premium, if any, and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or in
the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security of such series with every
other such taker and holder and the Trustee, that no one or more holders of
Securities of such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in
equity.

    


    VI.5 Rights and Remedies
Cumulative; Delay or Omission Not Waiver.

    


    (a) Except as
otherwise provided in Section 2.07, all powers and remedies given by this
Article to the Trustee or to the Securityholders shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.

    


    (b) No delay
or omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or on acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article or by
law to the Trustee or the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

    


    VI.6 Control by
Securityholders.

    


    The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.04,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of holders of Securities of any
other series at the time Outstanding determined in accordance with Section
8.04.  Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal
liability.

    


    VI.7 Undertaking to Pay
Costs.

    


    All
parties to this Indenture agree, and each holder of any Securities by such
holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of, or
premium, if any, or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

     

    
      
        
        

      

      
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    VI.8 Waiver of Past
Defaults.

    


    The
holders of not less than a majority in principal amount of the Outstanding
Securities of any series, determined in accordance with Section 8.04, may on
behalf of the holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default

    


    (1) in the
payment of the principal of or any premium or interest on any Security of such
series, or

    


    (2) in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the holder of each Outstanding
Security of such series affected; provided, however, that if the Securities of
such series are held by a GBL Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the applicable GBL
Trust shall have consented to such waiver or modification to such waiver;
provided, further, that if the consent of the holder of each outstanding
Security is required, such waiver shall not be effective until each holder of
the Trust Securities of the applicable GBL Trust shall have consented to such
waiver.

    


    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.

     

    ARTICLE
VII

    CONCERNING
THE TRUSTEE

    


    VII.1 Certain Duties and
Responsibilities of Trustee.

    


    (a) The
Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee.  In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

    


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

    


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

    


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

    


    (b) in the
absence of bad faith on the part of the Trustee, the Trustee may with respect to
the Securities of such series conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture;

    


    (2) the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee, was negligent in ascertaining the pertinent
facts;

    


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

    


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

    


    VII.2 Certain Rights of
Trustee.

    


    Except as
otherwise provided in Section 7.01:

    


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

    


    (b) Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company, by the President or any Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer thereof
(unless other evidence in respect thereof is specifically prescribed
herein);

    


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

     

    
      
        
        

      

      
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    (d) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (that has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

     

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

    


    (f) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security, or other papers or
documents, unless requested in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04); provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding.  The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

    


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

     

    VII.3 Trustee Not Responsible for
Recitals or Issuance or Securities.

    


    (a) The
recitals contained herein and in the Securities shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

    


    (b) The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.

    


    (c) The
Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds of such Securities, or for the use or
application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or for the
use or application of any moneys received by any Paying Agent other than the
Trustee.

    


    VII.4 May Hold
Securities.

    


    The
Trustee or any Paying Agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, Paying Agent or Security
Registrar.

    


    VII.5 Moneys Held in
Trust.

    


    Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law.  The Trustee shall be under no liability
for interest on any moneys received by it hereunder except such as it may agree
with the Company to pay thereon.

    


    VII.6 Compensation and
Reimbursement.

    


    (a) The
Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), as the Company, and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.  The Company also covenants to
indemnify the Trustee (and its officers, agents, directors and employees) for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises.

    


    (b) The
obligations of the Company under this Section to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

    


    VII.7 Reliance on Officers'
Certificate.

    


    Except as
otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

    


    VII.8 Disqualification;
Conflicting Interests.

    


    If the
Trustee has or shall acquire any "conflicting interest" within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    VII.9 Corporate Trustee Required;
Eligibility.

    


    There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by federal,
state, territorial, or District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  The Company may
not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee.  In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

    


    VII.10 Resignation and Removal;
Appointment of Successor.

    


    (a) The
Trustee or any successor hereafter appointed, may at any time resign with
respect to the Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee.  Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

     

    (b) In case
at any time any one of the following shall occur:

    


    (1) the
Trustee shall fail to comply with the provisions of Section 7.08 after written
request therefor by the Company or by any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months; or

    


    (2) the
Trustee shall cease to be eligible in accordance with the provisions of Section
7.09 and shall fail to resign after written request therefor by the Company or
by any such Securityholder; or

    


    (3) the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation;

    


    then, in
any such case, (i) the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee, or
(ii) unless the Trustee's duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee.  Such court may
thereupon after such notice, if any, as it may deem proper and prescribe, remove
the Trustee and appoint a successor trustee.

    


    (c) The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding may at any time remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the consent of the Company.

    


    (d) Any
resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

    


    (e) Any
successor trustee appointed pursuant to this Section may be appointed with
respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any
particular series.

    


    VII.11 Acceptance of Appointment By
Successor.

    


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

     

    
      
        
        

      

      
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    (b) In case
of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any act or failure to
act on the part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein, such
retiring Trustee shall with respect to the Securities of that or those series to
which the appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture, and each
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company or
any successor trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.

    


    (c) Upon
request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

    


    (d) No
successor trustee shall accept its appointment unless at the time of such
acceptance such successor trustee shall be qualified and eligible under this
Article.

    


    (e) Upon
acceptance of appointment by a successor trustee as provided in this Section,
the Company shall transmit notice of the succession of such trustee hereunder by
mail, first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register.  If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

    


    VII.12 Merger, Conversion,
Consolidation or Succession to Business.

    


    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.  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 with the same
effect as if such successor Trustee had itself authenticated such
Securities.

    


    VII.13 Preferential Collection of
Claims Against the Company.

    


    The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act.  A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included
therein.

     

    ARTICLE
VIII

    CONCERNING
THE SECURITYHOLDERS

    


    VIII.1 Evidence of Action by
Securityholders.

    


    Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed in
writing.

    


    If the
Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.

    


    VIII.2 Proof of Execution by
Securityholders.

    


    Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

    


    (a) The fact
and date of the execution by any such Person of any instrument may be proved in
any reasonable manner acceptable to the Trustee.

    


    (b) The
ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

    


    (c) The
Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

     

    
      
        
        

      

      
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    VIII.3 Who May be Deemed
Owners.

    


    Prior to
the due presentment for registration of transfer of any Security, the Company,
the Trustee, any Paying Agent and any Security Registrar may deem and treat the
Person in whose name such Security shall be registered upon the books of the
Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to
Section 2.03) interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any Paying Agent nor any Security Registrar
shall be affected by any notice to the contrary.

    


    VIII.4 Certain Securities Owned by
Company Disregarded.

    


    In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent of
waiver under this Indenture, the Securities of that series that are owned by the
Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with
the Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall be
so disregarded.  The Securities so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other
obligor.  In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

    


    VIII.5 Actions Binding on Future
Securityholders.

    


    At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder of
a Security of that series that is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Security.  Except as aforesaid any such action taken by the holder of
any Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Security, and of any Security issued in
exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security.  Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.

    


    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

    


    IX.1 Supplemental Indentures
Without the Consent of Securityholders.

    


    In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

    


    (1) to cure
any ambiguity, defect, or inconsistency herein, in the Securities of any
series;

    


    (2) to comply
with Article Ten;

    


    (3) to
provide for uncertificated Securities in addition to or in place of certificated
Securities;

     

    (4) 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;

    


    (5) to add
to, delete from, or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication, and delivery of
Securities, as herein set forth;

    


    (6) to make
any change that does not adversely affect the rights of any Securityholder in
any material respect;

    


    (7) to
provide for the issuance of and establish the form and terms and conditions of
the Securities of any series as provided in Section 2.01, to establish the form
of any certifications required to be furnished pursuant to the terms of this
Indenture or any series of Securities, or to add to the rights of the holders of
any series of Securities;

    


    (8) to add
any additional Events of Default for the benefit of the holders of all or any
series of Securities (and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series);

    


    (9)  to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in
uncertificated form;

    


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

    


    (11) to secure
the Securities; or

     

    
      
        
        

      

      
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    (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 7.11.

    


    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or
otherwise.

    


    Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

    


    IX.2 Supplemental Indentures With
Consent of Securityholders.

    


    With the
consent (evidenced as provided in Section 8.01) of the holders of not less than
a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by Board Resolutions, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof; (ii) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the maturity thereof pursuant to Section 6.01(b);
(iii) change the currency in which any Security or any premium or interest is
payable; (iv) impair the right to institute suit for any payment on or with
respect to any Security; (v) reduce the percentage in principal amount of
outstanding Securities of any series, the consent of whose holders is required
for modification or amendment of this Indenture or for waiver of compliance with
certain provisions of this Indenture or for waiver of certain defaults; (vi)
reduce the requirements contained in this Indenture for quorum or voting; or
(vii) modify any of the above provisions; provided, further, that if the
Securities of such series are held by a GBL Trust or a  trustee of
such Trust, such supplemental indenture shall not be effective until the holders
of not less than a majority in liquidation preference of Trust Securities of the
applicable GBL Trust shall have consented to such supplemental indenture; and,
provided, further, that if the consent of the holder of each outstanding
Security is required, such supplemental indenture shall not be effective until
each holder of the Trust Securities of the applicable GBL Trust shall have
consented to such supplemental indenture.

    


    It shall
not be necessary for the consent of the Securityholders of any series affected
thereby under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

    


    IX.3 Effect of Supplemental
Indentures.

    


    Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article or of Article X, this Indenture shall, with respect to such series, be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

    


    IX.4 Securities Affected by
Supplemental Indentures.

    


    Securities
of any series, affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article or of Article X, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture.  If the Company shall so determine, new Securities of that
series so modified as to conform, in the opinion of the Board of Directors of
the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding.

     

    IX.5 Execution of Supplemental
Indentures.

    


    Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may, in its discretion, but shall not be obligated to,
enter into such supplemental indenture.  The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01
hereof.

    


    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Securityholders of all series
affected thereby as their names and addresses appear upon the Security
Register.  Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

    


    ARTICLE
X

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER
OR LEASE

    


    SECTION 10.1  When the Company May
Consolidate, Merge, Etc.

    


    The
Company may not (a) merge with or into or consolidate with, or (b) sell, assign,
transfer, lease or convey all or substantially all of its properties and assets
to, any Person other than, with respect to this clause (b), a direct or indirect
wholly-owned subsidiary of the Company, and no Person shall (x) merge with or
into or consolidate with the Company, or (y) except for any direct or indirect
wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey
all or substantially all of its properties and assets to the Company,
unless:

     

    
      
        
        

      

      
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    (a) the
Company is the surviving corporation or the Person formed by or surviving such
merger or consolidation or to which such sale, assignment, transfer, lease or
conveyance shall have been made (the "Successor"), if other than the Company,
shall expressly assume by an indenture supplemental hereto, executed and
delivered to the Trustee,  in form satisfactory to the Trustee, all
the obligations of the Company under the Securities, this Indenture, the Common
Securities Guarantee and the Preferred Securities Guarantee;

     

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

    


    (c) if at the
time any Preferred Securities are outstanding, such transaction is not
prohibited under the Declaration and the Preferred Securities Guarantee;
and

    


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

    


    The
Successor will be the successor to the Company, and will be substituted for, and
may exercise every right and power and become the obligor on the Securities with
the same effect as if the Successor had been named as the Company herein but, in
the case of a sale, assignment, transfer, lease or conveyance of all or
substantially all of the properties and assets of the Company, the predecessor
Company will not be released from its obligations to pay the principal of,
premium, if any, and interest on the Securities.

    


    ARTICLE
XI

    SATISFACTION
AND DISCHARGE

    


    XI.1 Satisfaction and Discharge
of Indenture.

    


    If at any
time:  (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal, and premium, if
any, and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.

    


    XI.2 Discharge of
Obligations.

    


    If at any
time all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in
Section 11.01 shall have been paid by the Company by depositing irrevocably with
the Trustee as trust funds money in U.S. dollars sufficient or an amount of
non-callable Governmental Obligations, the principal of and interest on which
when due, will be sufficient or a combination thereof, sufficient in the opinion
of a nationally recognized firm of independent accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all such Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal, and premium, if any, and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company with respect to such
series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee the obligations of the Company under this
Indenture with respect to such series shall cease to be of further effect except
for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10
and 11.05 hereof that shall survive until such Securities shall mature and be
paid.  Thereafter, Sections 7.06 and 11.05 shall survive.

     

    XI.3 Deposited Moneys to be Held
in Trust.

    


    All
moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.

    


    XI.4 Payment of Moneys Held by
Paying Agents.

    


    In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any Paying Agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

    


    XI.5 Repayment to
Company.

    


    Any
moneys or Governmental Obligations deposited with any Paying Agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of, and premium, if any, or
interest on such Securities shall have respectively become due and payable,
shall be repaid to the Company on May 31 of each year or (if then held by the
Company) shall be discharged from such trust; and thereupon the Paying Agent and
the Trustee shall be released from all further liability with respect to such
moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

     

    
      
        
        

      

      
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    ARTICLE
XII

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

    


    XII.1 No
Recourse.

    


    No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

    


    ARTICLE
XIII

    DEFEASANCE
AND COVENANT DEFEASANCE

    


    XIII.1 Company's Option to Effect
Defeasance or Covenant Defeasance.

    


    The
Company may elect, at its option at any time, to have Section 13.02 or Section
13.03 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 2.01 as being defeasible pursuant to such
Sections 13.02 or 13.03, in accordance with any applicable requirements provided
pursuant to Section 2.01 and upon compliance with the conditions set forth below
in this Article.  Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 2.01 for
such Securities.

    


    XIII.2 Defeasance and
Discharge.

    


    Upon the
Company's exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called
"Defeasance").  For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
holders of such Securities to receive, solely from the trust fund described in
Section 13.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company's obligations with respect to such Securities
under Sections 2.05, 2.06, 2.07, 4.01, 4.02 and 4.03, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 13.03
applied to such Securities.

    


    XIII.3 Covenant
Defeasance.

    


    Upon the
Company's exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Article X, Section 4.06, and any
covenants provided pursuant to Sections 2.01(a)(16), 9.01(4) or 9.01(7) for the
benefit of the holders of such Securities and (2) the occurrence of any event
specified in Sections 6.01(a)(3) (with respect to any of Article X, Section
4.06, and any such covenants provided pursuant to Sections 2.01(a)(16), 9.01(4)
or 9.01(7)), 6.01(a)(7) and 6.01(a)(8) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called "Covenant
Defeasance").  For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
6.01(a)(3)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

     

    XIII.4 Conditions to Defeasance or
Covenant Defeasance.

    


    The
following shall be the conditions to the application of Section 13.02 or Section
13.03 to any Securities or any series of Securities, as the case may
be:

    


    (1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 7.09 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the holders of such Securities, (A) money in an amount, or (B) Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (C) a combination
thereof, in each case sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

    


    (2) In the
event of an election to have Section 13.02 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this Indenture, there has been a change in the applicable federal
income tax law, in either case (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the holders of such Securities will not
recognize gain or loss for federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such Securities
and will be subject to federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur.

     

    
      
        
        

      

      
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    (3) In the
event of an election to have Section 13.03 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the holders of such Securities
will not recognize gain or loss for federal income tax purposes as a result of
the deposit and Covenant Defeasance to be effected with respect to such
Securities and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

    


    (4) The
Company shall have delivered to the Trustee an Officers' Certificate to the
effect that it has been informed by the relevant securities exchange(s) that
neither such Securities nor any other Securities of the same series, if then
listed on any securities exchange, will be delisted as a result of such
deposit.

    


    (5) No event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or
prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th
day).

    


    (6) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any indenture or other agreement or instrument
for borrowed money, pursuant to which in excess of $100,000,000 principal amount
is then outstanding, to which the Company is a party or by which it is
bound.

    


    (7) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.

    


    (8) The
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

    


    XIII.5 Deposited Money and
Government Obligations to Be Held in Trust; Miscellaneous
Provisions.

    


    Subject
to the provisions of Section 4.03(d), all money and Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 13.04 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

    


    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 13.04 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
holders of Outstanding Securities.

    


    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon request of the Company any money or
Government Obligations held by it as provided in Section 13.04 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

    


    XIII.6 Reinstatement.

    


    If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Sections
13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 13.05 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of
the holders of such Securities to receive such payment from the money so held in
trust.

     

    ARTICLE
XIV

    MISCELLANEOUS
PROVISIONS

    


    XIV.1 Effect on Successors and
Assigns.

    


    All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind their respective successors and assigns,
whether so expressed or not.

    


    XIV.2 Actions by
Successor.

    


    Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the corresponding board,
committee or officer of any corporation that shall at the time be the lawful
sole successor of the Company.

    


    XIV.3 Surrender of Company
Powers.

    


    The
Company by instrument in writing executed by authority of 2/3 (two-thirds) of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company and as to any successor
corporation.

     

    
      
        
        

      

      
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    XIV.4 Notices.

    


    Except as
otherwise expressly provided herein any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the holders of Securities to or on the Company may be given or served by
being deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: Gabelli Asset Management Inc., One Corporate Center, Rye, New York,
10580, Attention: Chief Financial Officer, with copies of any notice of an Event
of Default to the attention of the General Counsel at the same
address.  Any notice, election, request or demand by the Company or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

    


    XIV.5 Governing
Law.

    


    This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.

    


    XIV.6 Treatment of Securities as
Debt.

    


    It is
intended that the Securities will be treated as indebtedness and not as equity
for federal income tax purposes.  The provisions of this Indenture
shall be interpreted to further this intention.

    


    XIV.7 Compliance Certificates and
Opinions.

    


    (a) Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company, shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent provided for in
this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

    


    (b) Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture 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 has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.

    


    XIV.8 Payments on Business
Days.

    


    Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set
forth in an Officers' Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal, and premium,
if any, may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

    


    XIV.9 Conflict with Trust
Indenture Act.

    


    If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

    


    XIV.10 Counterparts.

    


    This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.

     

    XIV.11 Separability.

    


    In case
any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.

    


    XIV.12 Assignment.

    


    The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly owned subsidiary
of the Company, provided that, in the event of any such assignment, the Company,
will remain liable for all such obligations.  Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties thereto.

     

    
      
        
        

      

      
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    XIV.13 Acknowledgment of
Rights.

    


    The
Company acknowledges that, with respect to any Securities held by a GBL Trust or
a trustee of such Trust, if the Property Trustee of such Trust fails to enforce
its rights under this Indenture as the holder of the series of Securities held
as the assets of such GBL Trust, any holder of Preferred Securities may
institute legal proceedings directly against the Company to enforce such
Property Trustee's rights under this Indenture without first instituting any
legal proceedings against such Property Trustee or any other person or
entity.  Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Company to pay interest or principal on the applicable series of Securities on
the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such holder of the principal of or interest on the applicable series
of Securities having a principal amount equal to the aggregate liquidation
amount of the Preferred Securities of such holder as determined after the
respective due date specified in the applicable series of
Securities.

    


    ARTICLE
XV

    SUBORDINATION
OF SECURITIES

    


    XV.1 Agreement to
Subordinate.

    


    The
Company covenants and agrees, and each holder of Securities issued hereunder and
under any supplemental indenture or by any resolutions by the Board of Directors
("Additional Provisions") by such holder's acceptance thereof likewise covenants
and agrees, that all Securities shall be issued subject to the provisions of
this Article Fifteen; and each holder of a Security, whether upon original issue
or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

    


    The
payment by the Company of the principal of, premium, if any, and interest on all
Securities issued hereunder and under any Additional Provisions shall, to the
extent and in the manner hereinafter set forth, be subordinate in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
whether outstanding at the date of this Indenture or thereafter
incurred.

    


    No
provision of this Article Fifteen shall prevent the occurrence of any default or
Event of Default hereunder.

    


    XV.2 Default on Senior
Indebtedness.

    


    In the
event and during the continuation of any default by the Company in the payment
of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company, as the case may be, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption and sinking
fund payments) of, or premium, if any, or interest on the
Securities.

    


    In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.02, before all Senior Indebtedness is paid in full, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness or their respective representatives, or
to the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear.

    


    XV.3 Liquidation; Dissolution;
Bankruptcy.

    


    Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership,
general assignment, marshaling of any assets or liabilities for the benefit of
creditors or other proceedings, all amounts due upon all Senior Indebtedness of
the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal, and premium, if any, or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the holders or
the Trustee would be entitled to receive from the Company, except for the
provisions of this Article Fifteen, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders or by the Trustee under
the Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders or to the Trustee.

    In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee before
all Senior Indebtedness of the Company is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
and their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness of the Company, as the
case may be, remaining unpaid to the extent necessary to pay such Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness.

     

    
      
        
        

      

      
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    For
purposes of this Article Fifteen, the words "cash, property or securities" shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article Fifteen with
respect to the Securities to the payment of all Senior Indebtedness of the
Company, as the case may be, that may at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Ten of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Ten of this
Indenture.  Nothing in Section 15.02 or in this Section 15.03 shall
apply to claims of, or payments, the Trustee under or pursuant to Section 7.06
of this Indenture.

    


    XV.4 Subrogation.

    


    Subject
to the payment in full of all Senior Indebtedness of the Company, the rights of
the holders of the Securities shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company, as the case may be, applicable to such
Senior Indebtedness until the principal of, and premium, if any and interest on
the Securities shall be paid in full; and, for the purposes of such subrogation,
no payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Fifteen, and
no payment over pursuant to the provisions of this Article Fifteen to or for the
benefit of the holders of such Senior Indebtedness by holders of the Securities
or the Trustee, shall, as between the Company, its creditors other than holders
of Senior Indebtedness of the Company, and the holders of the Securities, be
deemed to be a payment by the Company to or on account of such Senior
Indebtedness.  It is understood that the provisions of this Article
Fifteen are and are intended solely for the purposes of defining the relative
rights of the holders of the Securities, on the one hand, and the holders of
such Senior Indebtedness on the other hand.

    


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

    


    Upon any
payment or distribution of assets of the Company referred to in this Article
Fifteen, the Trustee, subject to the provisions of Article Seven of this
Indenture, and the holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the holders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Fifteen.

    


    XV.5 Trustee to Effectuate
Subordination.

    


    Each
holder of Securities by such holder's acceptance thereof authorizes and directs
the Trustee on such holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article Fifteen and
appoints the Trustee such holder's attorney-in-fact for any and all such
purposes.

    


    XV.6 Notice by the
Company.

    


    The
Company shall give prompt written notice to a Responsible Officer of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Fifteen.  Notwithstanding the provisions of
this Article Fifteen or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
Fifteen, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article Six of
this Indenture, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 15.06 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, or premium, if
any or interest on any debt security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

    


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

     

    
      
        
        

      

      
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    XV.7 Rights of the Trustee;
Holders of Senior Indebtedness.

    


    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article Fifteen in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture or any Additional Provisions shall deprive the Trustee
of any of its rights as such holder.

     

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

     

    Nothing
in this Article Fifteen shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.06.

    


    XV.8 Subordination May Not Be
Impaired.

    


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

    


    Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Company may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of Securities,
without incurring responsibility to the holders of Securities and without
impairing or releasing the subordination provided in this Article Fifteen or the
obligations hereunder of the holders of the Securities to the holders of such
Senior Indebtedness, do any one or more of the following:  (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, such Senior Indebtedness, or otherwise amend or supplement in any
manner such Senior Indebtedness or any instrument evidencing the same or any
agreement under which such Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person liable in
any manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, as the case may be, and
any other Person.

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

    


                                               GABELLI
ASSET MANAGEMENT INC.

         as
Issuer

    


    By:                                                          

                                    Name:

                                    Title:

    


    


    Attest:

    


    


    Name:

    Title:

    


    THE BANK
OF NEW YORK,

    as
Trustee

    


                                    By:                                                                

        Name:

                                    Title:

    


    Attest:

    


    


    Name:

    Title:

    


    
      
        
        

      

      
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