exhibit4-5.htm


    Exhibit
4.5

     

    


    


    
      


    

    SUMMIT
FINANCIAL GROUP, INC.

     

    TO

     

    [TRUSTEE]

     

    as Trustee

     

    


    _____________________

    INDENTURE

     

    DATED
AS OF __________, 2010

     

    SENIOR
DEBT SECURITIES

     

    


     

    
      


       

      


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    Page

    


    


     

    
      	
              ARTICLE
      ONE

            	
              DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION 

            	
              1

            


    

     

    
      	
               
      

            	
              Section
      101.

            	
              Definitions. 

            	
              1

            


    

    
      	
               
      

            	
              Section
      102.

            	
              Compliance
      Certificates and Opinions. 

            	
              10

            


    

    
      	
               
      

            	
              Section
      103.

            	
              Form
      of Documents Delivered to Trustee. 

            	
              10

            


    

    
      	
               
      

            	
              Section
      104.

            	
              Acts
      of Holders. 

            	
              11

            


    

    
      	
               
      

            	
              Section
      105.

            	
              Notices,
      etc. 

            	
              12

            


    

    
      	
               
      

            	
              Section
      106.

            	
              Notice
      to Holders; Waiver. 

            	
              13

            


    

    
      	
               
      

            	
              Section
      107.

            	
              Effect
      of Headings and Table of Contents. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      108.

            	
              Successors
      and Assigns. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      109.

            	
              Separability
      Clause. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      110.

            	
              Benefits
      of Indenture. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      111.

            	
              No
      Personal Liability. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      112.

            	
              Governing
      Law. 

            	
              14

            


    

    
      	
               
      

            	
              Section
      113.

            	
              Legal
      Holidays. 

            	
              15

            


    

     

    
      	
              ARTICLE
      TWO

            	
              SECURITIES
      FORMS 

            	
              15

            


    

     

    
      	
               
      

            	
              Section
      201.

            	
              Forms
      of Securities. 

            	
              15

            


    

    
      	
               
      

            	
              Section
      202.

            	
              Form
      of Trustee’s Certificate of Authentication. 

            	
              16

            


    

    
      	
               
      

            	
              Section
      203.

            	
              Securities
      Issuable in Global Form. 

            	
              16

            


    

     

    
      	
              ARTICLE
      THREE

            	
              THE
      SECURITIES 

            	
              17

            


    

     

    
      	
               
      

            	
              Section
      301.

            	
              Amount
      Unlimited; Issuable in Series. 

            	
              17

            


    

    
      	
               
      

            	
              Section
      302.

            	
              Denominations. 

            	
              20

            


    

    
      	
               
      

            	
              Section
      303.

            	
              Execution,
      Authentication, Delivery and Dating. 

            	
              21

            


    

    
      	
               
      

            	
              Section
      304.

            	
              Temporary
      Securities. 

            	
              23

            


    

    
      	
               
      

            	
              Section
      305.

            	
              Registration,
      Registration of Transfer and Exchange. 

            	
              25

            


    

    
      	
               
      

            	
              Section
      306.

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities. 

            	
              28

            


    

    
      	
               
      

            	
              Section
      307.

            	
              Payment
      of Interest; Interest Rights Preserved. 

            	
              29

            


    

    
      	
               
      

            	
              Section
      308.

            	
              Persons
      Deemed Owners. 

            	
              31

            


    

    
      	
               
      

            	
              Section
      309.

            	
              Cancellation. 

            	
              32

            


    

    
      	
               
      

            	
              Section
      310.

            	
              Computation
      of Interest. 

            	
              33

            


    

     

    
      	
              ARTICLE
      FOUR

            	
              SATISFACTION
      AND DISCHARGE 

            	
              33

            


    

     

    
      	
               
      

            	
              Section
      401.

            	
              Satisfaction
      and Discharge of Indenture. 

            	
              33

            


    

    
      	
               
      

            	
              Section
      402.

            	
              Application
      of Trust Funds. 

            	
              34

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    
      	
              ARTICLE
      FIVE

            	
              REMEDIES 

            	
              34

            


    

    
      	
               
      

            	
              Section
      501.

            	
              Events
      of Default. 

            	
              34

            


    

    
      	
               
      

            	
              Section
      502.

            	
              Acceleration
      of Maturity; Rescission and Annulment. 

            	
              36

            


    

    
      	
               
      

            	
              Section
      503.

            	
              Collection
      of Indebtedness and Suits for Enforcement by
Trustee. 

            	
              37

            


    

    
      	
               
      

            	
              Section
      504.

            	
              Trustee
      May File Proofs of Claim. 

            	
              37

            


    

    
      	
               
      

            	
              Section
      505.

            	
              Trustee
      May Enforce Claims Without Possession of Securities or
      Coupons. 

            	
              38

            


    

    
      	
               
      

            	
              Section
      506.

            	
              Application
      of Money Collected. 

            	
              38

            


    

    
      	
               
      

            	
              Section
      507.

            	
              Limitation
      on Suits. 

            	
              39

            


    

    
      	
               
      

            	
              Section
      508.

            	
              Unconditional
      Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
      any, Interest and Additional Amounts. 

            	
              40

            


    

    
      	
               
      

            	
              Section
      509.

            	
              Restoration
      of Rights and Remedies. 

            	
              40

            


    

    
      	
               
      

            	
              Section
      510.

            	
              Rights
      and Remedies Cumulative. 

            	
              40

            


    

    
      	
               
      

            	
              Section
      511.

            	
              Delay
      or Omission Not Waiver. 

            	
              40

            


    

    
      	
               
      

            	
              Section
      512.

            	
              Control
      by Holders of Securities. 

            	
              40

            


    

    
      	
               
      

            	
              Section
      513.

            	
              Waiver
      of Past Defaults. 

            	
              41

            


    

    
      	
               
      

            	
              Section
      514.

            	
              Waiver
      of Stay or Extension Laws. 

            	
              41

            


    

    
      	
               
      

            	
              Section
      515.

            	
              Undertaking
      for Costs. 

            	
              41

            


    

     

    
      	
              ARTICLE
      SIX

            	
              THE
      TRUSTEE 

            	
              42

            


    

     

    
      	
               
      

            	
              Section
      601.

            	
              Notice
      of Defaults. 

            	
              42

            


    

    
      	
               
      

            	
              Section
      602.

            	
              Certain
      Rights of Trustee. 

            	
              42

            


    

    
      	
               
      

            	
              Section
      603.

            	
              Not
      Responsible for Recitals or Issuance of Securities. 

            	
              43

            


    

    
      	
               
      

            	
              Section
      604.

            	
              May
      Hold Securities. 

            	
              44

            


    

    
      	
               
      

            	
              Section
      605.

            	
              Money
      Held in Trust. 

            	
              44

            


    

    
      	
               
      

            	
              Section
      606.

            	
              Compensation,
      Reimbursement and Indemnification. 

            	
              44

            


    

    
      	
               
      

            	
              Section
      607.

            	
              Corporate
      Trustee Required; Eligibility. 

            	
              45

            


    

    
      	
               
      

            	
              Section
      608.

            	
              Resignation
      and Removal; Appointment of Successor. 

            	
              45

            


    

    
      	
               
      

            	
              Section
      609.

            	
              Acceptance
      of Appointment By Successor. 

            	
              46

            


    

    
      	
               
      

            	
              Section
      610.

            	
              Merger,
      Conversion, Consolidation or Succession to Business. 

            	
              47

            


    

    
      	
               
      

            	
              Section
      611.

            	
              Appointment
      of Authenticating Agent. 

            	
              48

            


    

    
      	
               
      

            	
              Section
      612.

            	
              Certain
      Duties and Responsibilities. 

            	
              49

            


    

    
      	
               
      

            	
              Section
      613.

            	
              Conflicting
      Interests. 

            	
              50

            


    

     

    
      	
              ARTICLE
      SEVEN

            	
              HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY 

            	
              50

            


    

     

    
      	
               
      

            	
              Section
      701.

            	
              Disclosure
      of Names and Addresses of Holders. 

            	
              50

            


    

    
      	
               
      

            	
              Section
      702.

            	
              Reports
      by Trustee. 

            	
              50

            


    

    
      	
               
      

            	
              Section
      703.

            	
              Reports
      by Company. 

            	
              50

            


    

    
      	
               
      

            	
              Section
      704.

            	
              Company
      to Furnish Trustee Names and Addresses of Holders. 

            	
              51

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    
      	
              ARTICLE
      EIGHT

            	
              CONSOLIDATION,
      MERGER, SALE, LEASE OR CONVEYANCE 

            	
              51

            


    

    
      	
               
      

            	
              Section
      801.

            	
              Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions. 

            	
              51

            


    

    
      	
               
      

            	
              Section
      802.

            	
              Rights
      and Duties of Successor Corporation. 

            	
              52

            


    

    
      	
               
      

            	
              Section
      803.

            	
              Officers’
      Certificate and Opinion of Counsel. 

            	
              52

            


    

     

    
      	
              ARTICLE
      NINE

            	
              SUPPLEMENTAL
      INDENTURES 

            	
              52

            


    

     

    
      	
               
      

            	
              Section
      901.

            	
              Supplemental
      Indentures Without Consent of Holders. 

            	
              52

            


    

    
      	
               
      

            	
              Section
      902.

            	
              Supplemental
      Indentures with Consent of Holders. 

            	
              54

            


    

    
      	
               
      

            	
              Section
      903.

            	
              Execution
      of Supplemental Indentures. 

            	
              55

            


    

    
      	
               
      

            	
              Section
      904.

            	
              Effect
      of Supplemental Indentures. 

            	
              55

            


    

    
      	
               
      

            	
              Section
      905.

            	
              Conformity
      with Trust Indenture Act. 

            	
              56

            


    

    
      	
               
      

            	
              Section
      906.

            	
              Reference
      in Securities to Supplemental Indentures. 

            	
              56

            


    

    
      	
               
      

            	
              Section
      907.

            	
              Notice
      of Supplemental Indentures. 

            	
              56

            


    

     

    
      	
              ARTICLE
      TEN

            	
              COVENANTS 

            	
              56

            


    

     

    
      	
               
      

            	
              Section
      1001.

            	
              Payment
      of Principal, Premium or Make-Whole Amount, if any, Interest and
      Additional Amounts. 

            	
              56

            


    

    
      	
               
      

            	
              Section
      1002.

            	
              Maintenance
      of Office or Agency. 

            	
              56

            


    

    
      	
               
      

            	
              Section
      1003.

            	
              Money
      for Securities Payments to Be Held in Trust. 

            	
              58

            


    

    
      	
               
      

            	
              Section
      1004.

            	
              [Reserved]. 

            	
              59

            


    

    
      	
               
      

            	
              Section
      1005.

            	
              Existence. 

            	
              59

            


    

    
      	
               
      

            	
              Section
      1006.

            	
              Maintenance
      of Properties. 

            	
              60

            


    

    
      	
               
      

            	
              Section
      1007.

            	
              Insurance. 

            	
              60

            


    

    
      	
               
      

            	
              Section
      1008.

            	
              Payment
      of Taxes and Other Claims. 

            	
              60

            


    

    
      	
               
      

            	
              Section
      1009.

            	
              Provision
      of Financial Information. 

            	
              60

            


    

    
      	
               
      

            	
              Section
      1010.

            	
              Statement
      as to Compliance. 

            	
              61

            


    

    
      	
               
      

            	
              Section
      1011.

            	
              Additional
      Amounts. 

            	
              61

            


    

    
      	
               
      

            	
              Section
      1012.

            	
              Waiver
      of Certain Covenants. 

            	
              62

            


    

     

    
      	
              ARTICLE
      ELEVEN

            	
              REDEMPTION
      OF SECURITIES 

            	
              62

            


    

     

    
      	
               
      

            	
              Section
      1101.

            	
              Applicability
      of Article. 

            	
              62

            


    

    
      	
               
      

            	
              Section
      1102.

            	
              Election
      to Redeem; Notice to Trustee. 

            	
              62

            


    

    
      	
               
      

            	
              Section
      1103.

            	
              Selection
      by Trustee of Securities to Be Redeemed. 

            	
              63

            


    

    
      	
               
      

            	
              Section
      1104.

            	
              Notice
      of Redemption. 

            	
              63

            


    

    
      	
               
      

            	
              Section
      1105.

            	
              Deposit
      of Redemption Price. 

            	
              65

            


    

    
      	
               
      

            	
              Section
      1106.

            	
              Securities
      Payable on Redemption Date. 

            	
              65

            


    

    
      	
               
      

            	
              Section
      1107.

            	
              Securities
      Redeemed in Part. 

            	
              66

            


    

     

    
      	
              ARTICLE
      TWELVE

            	
              SINKING
      FUNDS 

            	
              66

            


    

     

    
      	
               
      

            	
              Section
      1201.

            	
              Applicability
      of Article. 

            	
              66

            


    

    
      	
               
      

            	
              Section
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with Securities. 

            	
              66

            


    

    
      	
               
      

            	
              Section
      1203.

            	
              Redemption
      of Securities for Sinking Fund. 

            	
              67

            


    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    
      	
              ARTICLE
      THIRTEEN

            	
              REPAYMENT
      AT THE OPTION OF HOLDERS

            	
              67

            


    

     

    
      	
               
      

            	
              Section
      1301.

            	
              Applicability
      of Article. 

            	
              67

            


    

    
      	
               
      

            	
              Section
      1302.

            	
              Repayment
      of Securities. 

            	
              67

            


    

    
      	
               
      

            	
              Section
      1303.

            	
              Exercise
      of Option. 

            	
              68

            


    

    
      	
               
      

            	
              Section
      1304.

            	
              When
      Securities Presented for Repayment Become Due and
      Payable. 

            	
              68

            


    

    
      	
               
      

            	
              Section
      1305.

            	
              Securities
      Repaid in Part. 

            	
              69

            


    

     

    
      	
              ARTICLE
      FOURTEEN 

            	
              DEFEASANCE
      AND COVENANT DEFEASANCE

            	
              70

            


    

     

    
      	
               
      

            	
              Section
      1401.

            	
              Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance. 

            	
              70

            


    

    
      	
               
      

            	
              Section
      1402.

            	
              Defeasance
      and Discharge. 

            	
              70

            


    

    
      	
               
      

            	
              Section
      1403.

            	
              Covenant
      Defeasance. 

            	
              71

            


    

    
      	
               
      

            	
              Section
      1404.

            	
              Conditions
      to Defeasance or Covenant Defeasance. 

            	
              71

            


    

    
      	
               
      

            	
              Section
      1405.

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

            	
              73

            


    

     

    
      	
              ARTICLE
      FIFTEEN

            	
              MEETINGS
      OF HOLDERS OF SECURITIES 

            	
              74

            


    

     

    
      	
               
      

            	
              Section
      1501.

            	
              Purposes
      for Which Meetings May Be Called. 

            	
              74

            


    

    
      	
               
      

            	
              Section
      1502.

            	
              Call,
      Notice and Place of Meetings. 

            	
              74

            


    

    
      	
               
      

            	
              Section
      1503.

            	
              Persons
      Entitled to Vote at Meetings. 

            	
              75

            


    

    
      	
               
      

            	
              Section
      1504.

            	
              Quorum;
      Action. 

            	
              75

            


    

    
      	
               
      

            	
              Section
      1505.

            	
              Determination
      of Voting Rights; Conduct and Adjournment of
    Meetings. 

            	
              76

            


    

    
      	
               
      

            	
              Section
      1506.

            	
              Counting
      Votes and Recording Action of Meetings. 

            	
              77

            


    

    
      	
               
      

            	
              Section
      1507.

            	
              Evidence
      of Action Taken by Holders. 

            	
              77

            


    

    
      	
               
      

            	
              Section
      1508.

            	
              Proof
      of Execution of Instruments. 

            	
              77

            


    

     

    
      	
              ARTICLE
      SIXTEEN

            	
              CONVERSION
      OR EXCHANGE OF SECURITIES 

            	
              77

            


    

     

    
      	
               
      

            	
              Section
      1601.

            	
              Applicability
      of Article. 

            	
              77

            


    

    
      	
               
      

            	
              Section
      1602.

            	
              Election
      to Exchange; Notice to Trustee and Holders. 

            	
              78

            


    

    
      	
               
      

            	
              Section
      1603.

            	
              No
      Fractional Shares. 

            	
              78

            


    

    
      	
               
      

            	
              Section
      1604.

            	
              Adjustment
      of Exchange Rate. 

            	
              78

            


    

    
      	
               
      

            	
              Section
      1605.

            	
              Payment
      of Certain Taxes Upon Exchange. 

            	
              79

            


    

    
      	
               
      

            	
              Section
      1606.

            	
              Shares
      Free and Clear. 

            	
              79

            


    

    
      	
               
      

            	
              Section
      1607.

            	
              Cancellation
      of Security. 

            	
              79

            


    

    
      	
               
      

            	
              Section
      1608.

            	
              Duties
      of Trustee Regarding Exchange. 

            	
              79

            


    

    
      	
               
      

            	
              Section
      1609.

            	
              Repayment
      of Certain Funds Upon Exchange. 

            	
              80

            


    

    
      	
               
      

            	
              Section
      1610.

            	
              Exercise
      of Conversion Privilege. 

            	
              80

            


    

    
      	
               
      

            	
              Section
      1611.

            	
              Effect
      of Consolidation or Merger on Conversion Privilege. 

            	
              81

            


    

    


    



    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    SUMMIT
FINANCIAL GROUP, INC.

     

    Reconciliation
and tie between Trust Indenture Act of 1939, as amended (“TIA”), and Indenture,
dated as of _________, 2010:

     

    

      
        	
                Trust
      Indenture Act Section

              	
                Indenture
      Section

              
	
                Section 310(a)(1)

              	
                607

              
	
                (a)(2)

              	
                607

              
	
                (b)

              	
                608

              
	
                Section 312(c)

              	
                701

              
	
                Section 314(a)

              	
                703

              
	
                (a)(4)

              	
                1010

              
	
                (c)(1)

              	
                102

              
	
                (c)(2)

              	
                102

              
	
                (e)

              	
                102

              
	
                Section 315(b)

              	
                601

              
	
                Section 316(a)(last
      sentence)

              	
                101
      (“Outstanding”)

              
	
                (a)(1)(A)

              	
                502,
      512

              
	
                (a)(1)(B)

              	
                513

              
	
                (b)

              	
                508

              
	
                Section 317(a)(1)

              	
                503

              
	
                (a)(2)

              	
                504

              
	
                Section 318(a)

              	
                112

              
	
                (c)

              	
                112

              


      

    

     

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

     

    Attention
should also be directed to Section 318(c) of the TIA, which provides that
the provisions of Sections 310 to and including 317 of the TIA are a part of and
govern every qualified indenture, whether or not physically contained
therein.

     

    


     


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    INDENTURE

     

    INDENTURE,
dated as of __________, 2010, between SUMMIT FINANCIAL GROUP, INC., a West
Virginia corporation (the “Company”), having its
principal office at 300 North Main Street, Moorefield, West Virginia 26836, and
[TRUSTEE], a ____________ corporation, as Trustee hereunder (the “Trustee”),
having its corporate trust office at
__________________________________________.

     

    RECITALS
OF THE COMPANY

     

    The
Company deems it necessary to issue from time to time for its lawful purposes
senior debt securities (the “Securities”)
evidencing its unsecured and unsubordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to aggregate
principal amount, to bear interest at the rates or formulas, to mature at such
times and to have such other provisions as shall be fixed therefor as
hereinafter provided.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

     

     

    ARTICLE
ONE

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    
      	
              Section
      101.  

            	
              Definitions.

            


    

     

    For all
purposes of this Indenture, except as otherwise expressly provided or the
context otherwise requires:

     

    (a)  the terms
defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;

     

    (b)  all other terms used herein
that are defined in the TIA, either directly or by reference therein, have the
meanings assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper,” as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the
TIA;

     

    (c)  all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles; and

     

    (d)  the words
“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.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (e)  Certain terms, used principally
in Article Three, Article Five, Article Six and Article Ten, are defined in
those Articles. In addition, the following terms shall have the indicated
respective meanings:

     

    “Act” has
the meaning specified in Section 104.

     

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

     

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

     

    “Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to Section 611.

     

    “Authorized
Newspaper” means a newspaper, printed in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

     

    “Bankruptcy
Law” has the meaning specified in Section
501.

     

    “Bearer
Security” means a Security that is payable to bearer.

     

    “Board of
Directors” means either (i) the Board of Directors of the Company, the
executive committee or any other committee or director of that board duly
authorized to act for it in respect hereof, or (ii) one or more duly
authorized officers of the Company to whom the Board of Directors of the Company
or a committee thereof has delegated the authority to act with respect to the
matters contemplated by this Indenture.

     

    “Board
Resolution” means (i) 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 or a committee thereof, and to be in full force and effect on the date
of such certification, and delivered to the Trustee or (ii) a certificate
signed by the authorized officer or officers of the Company to whom the Board of
Directors of the Company or a committee thereof has delegated its authority (as
described in the definition of Board of Directors), and in each case, delivered
to the Trustee.

     

    “Business
Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    respect
to any Securities pursuant to Section 301, any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to
close.

     

    “Clearstream”
means Clearstream Banking, societe anonyme Luxembourg.

     

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

     

    “Common
Depositary” has the meaning specified in Section
304(b).

     

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

     

    “Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by the President or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

     

    “Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than as
otherwise provided with respect to a Security pursuant to Section 301) as provided by the government of the
country that issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking
community, or (ii) the ECU, both within the European Monetary System and
for the settlement of transactions by public in situations of or within the
European Community, or (iii) any currency unit (or composite currency) for
the purposes for which it was established.

     

    “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business in New York shall be principally administered,
which office at the date hereof is located at
_________________________________.

     

    “corporation”
includes corporations, associations, companies and business trusts.

     

    “coupon”
means any interest coupon appertaining to a Bearer Security.

     

    “Custodian”
has the meaning set forth in Section
501.

     

    “Debt”
means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company, whether any such
indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


           


    i)           any
debt (a) for money borrowed, (b) evidenced by a bond, note, debenture,
or similar instrument (including purchase money obligations) given in connection
with the acquisition of any business, property or assets, whether by purchase,
merger, consolidation or otherwise, but shall not include any account payable or
other obligation created or assumed in the ordinary course of business in
connection with the obtaining of materials or services, or (c) that is a
direct or indirect obligation that arises as a result of banker’s acceptances or
bank letters of credit issued to secure obligations of the Company, or to secure
the payment of revenue bonds issued for the benefit of the Company, whether
contingent or otherwise;

     

    (ii)           any
debt of others described in the preceding clause (i) that the Company has
guaranteed or for which it is otherwise liable;

     

    (iii)           the
obligation of the Company, as lessee under any lease of property that is
reflected on the Company’s balance sheet as a capitalized lease;
and

     

    (iv)           any
deferral, amendment, renewal, extension, supplement or refunding of any
liability of the kind described in any of the preceding clauses (i), (ii), and
(iii); provided, however,
that, in computing indebtedness of the Company, there shall be excluded
any particular indebtedness if, upon or prior to the maturity thereof, there
shall have been deposited with a depository in trust money (or evidence of
indebtedness if permitted by the instrument creating such indebtedness) in the
necessary amount to pay, redeem or satisfy such indebtedness as it becomes due,
and the amount so deposited shall not be included in any computation of the
assets of the Company.

     

    “Defaulted
Interest” has the meaning specified in Section
307.

     

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

     

    “DTC”
means The Depository Trust Company.

     

    “Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels Office, or its
successor as operator of the Euroclear System.

     

    “Event of
Default” has the meaning specified in Section
501.

     

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

     

    “Foreign
Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

     

    “GAAP”
means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided that
solely for purposes of any calculation required by the financial covenants
contained herein, “GAAP” shall mean

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
generally
accepted accounting principles as used in the United States on the date hereof,
applied on a consistent basis.

     

    “Government
Obligations” means securities that are (i) direct obligations of the United
States of America or the government that issued the Foreign Currency in which
the Securities of a particular series are payable, 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 or such government that issued the Foreign Currency in which the
Securities of such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository
receipt.

     

    “Holder”
means, in the case of a Registered Security, the Person in whose name a Security
is registered in the Security Register and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, shall mean the
bearer thereof.

     

    “Indenture”
means this instrument as originally executed or 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, and shall include the terms
of particular series of Securities established as contemplated by Section 301; provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or 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 and shall include the
terms of the or those particular series of Securities for which such Person is
Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms that relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

     

    “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.

     

    “Interest”
when used with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, shall mean interest payable after Maturity,
and, when used with respect to a Security that provides for the payment of
Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Interest
Payment Date” means, when used with respect to any Security, the Stated Maturity
of an installment of interest on such Security.

     

    “Make-Whole
Amount” means the amount, if any, in addition to principal that is required by a
Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be
paid by the Company to the Holder thereof in connection with any optional
redemption or accelerated payment of such Security.

     

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

     

    “Officers’
Certificate” means a certificate signed by the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

     

    “Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel satisfactory to the
Trustee.

     

    “Original
Issue Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

     

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

     

    (i)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii)           Securities,
or portions thereof, for whose payment or redemption or repayment at the option
of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities and any coupons appertaining
thereto; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or other provision
therefor satisfactory to the Trustee has been made;

     

    (iii)           Securities,
except solely to the extent provided in Section
1402 or Section 1403, as applicable, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen;

     

    (iv)           Securities
that have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to
the Trustee that such Securities are held by

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
        a
bona fide purchaser in whose hands such Securities are valid obligations of the
Company; and

     

    (v)           Securities
converted or exchanged into other securities or property (including securities
of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) of the
Company pursuant to or in accordance with this Indenture if the terms of such
Securities provide for convertibility or exchange pursuant to Section 301; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for
quorum purposes, and for the purpose of making the calculations required by TIA
Section 313, (a) the principal amount of an Original Issue Discount
Security that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 502, (b) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally
issued by the Company, of the principal amount (or, in the case of an Original
Issue Discount Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (a) above) of such
Security, and (c) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Indexed Security pursuant to Section 301, and
(d) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities that a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Securities so owned that 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 (and
premium or Make-Whole Amount, if any) or interest on any Securities, or coupons
on behalf of the Company, or if no such Person is authorized, the
Company.

     

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

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Place of
Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole
Amount, if any) and interest on such Securities are payable as specified as
contemplated by Section 301 and Section 1002.

     

    “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 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

     

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

     

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

     

    “Registered
Security” means any Security that is registered in the Security
Register.

     

    “Regular
Record Date” for the installment of interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section
301, whether or not a Business Day.

     

    “Repayment
Date” means, when used with respect to any Security to be repaid or repurchased
at the option of the Holder, the date fixed for such repayment or repurchase by
or pursuant to this Indenture.

     

    “Repayment
Price” means, when used with respect to any Security to be repaid or purchased
at the option of the Holder, the price at which it is to be repaid or
repurchased pursuant to this Indenture.

     

    “Responsible
Officer” means any vice president, assistant vice president, assistant
treasurer, assistant secretary, any financial services officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

     

    “Securities
Act” means the Securities Act of 1933, as amended from time to time, and the
rules and regulations promulgated thereunder by the Commission.

     

    “Security”
has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities” with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly
mean

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of or within any series as to which such Person is not
Trustee.

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.

     

    “Significant
Subsidiary” means any Subsidiary that is a “significant subsidiary” (within the
meaning of Regulation S-X, promulgated under the Securities Act) of the
Company.

     

    “Special
Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.

     

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

     

    “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or
(ii) the outstanding equity interests of which are owned, directly or
indirectly, by such Person. For the purposes of this definition, “voting equity
securities” means equity securities having voting power for the election of
directors, whether at all times or only so long as no senior class of security
has such voting power by reason of any contingency.

     

    “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

     

    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder; provided, however, that if at any
time there is more than one such Person, “Trustee” as used with respect to the
Securities of or within any series shall mean only the Trustee with respect to
the Securities of that series.

     

    “United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of
America (including the states and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

     

    “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
state or the District of Columbia or an estate or trust the income of which is
subject to United States federal income taxation regardless of its
source.

     

    “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on
such Security) and

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    as set
forth in such Security in accordance with generally accepted United States bond
yield computation principles.

     

    
      	
              Section
      102.  

            	
              Compliance
      Certificates and Opinions.

            


    

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including covenants, compliance with which constitute
conditions precedent) 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to Section 1010) shall include:

     

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

     

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

     

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

     

    (d)  a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

     

    
      	
              Section
      103.  

            	
              Form of Documents
      Delivered to Trustee.

            


    

     

         In any case where several matters
are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion as to some
matters and one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, or a certificate or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such Opinion of Counsel or certificate or representations may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information as to such factual matters is

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as to such matters are erroneous.

     

    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    
      	
              Section
      104.  

            	
              Acts of
      Holders.

            


    

     

    (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 612)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
1506.

     

    (b)  The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
that the Trustee deems sufficient.

     

    (c)  The
ownership of Registered Securities shall be proved by the Security Register or
by a certificate of the Security Registrar.

     

    (d)  The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary, wherever situated, if such certificate shall
be deemed by the Trustee to be

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (e)  satisfactory, showing that at
the date therein mentioned such person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding.
The ownership of Bearer Securities may also be proved in any other manner that
the Trustee deems sufficient.

     

    (f)  If the
Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

     

    (g)  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

     

    
      	
              Section
      105.  

            	
              Notices,
      etc.

            


    

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to or filed with,

     

    (a)  the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Administrator,
or

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (b)  the Company by the Trustee or
by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first class postage
prepaid, to the Company addressed to it at the address of its principal office
specified in the first paragraph of this Indenture or at any other address
previously furnished in writing to the Trustee by the Company.

     

    
      	
              Section
      106.  

            	
              Notice to Holders;
      Waiver.

            


    

     

    Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

     

    If by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification to Holders of Registered Securities as shall be made with
the approval of the Trustee shall constitute a sufficient notification to such
Holders for every purpose hereunder.

     

    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given if published in an Authorized Newspaper in
the City of New York, New York, and in such other city or cities as may be
specified in such Securities, and if the Securities of such series are listed on
any stock exchange outside the United States, in any place at which such
Securities are listed on a securities exchange to the extent that such
securities exchange so requires, on a Business Day, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.

     

    If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither the failure to give notice by publication to
any particular Holder of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

     

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

     

    
      	
              Section
      107.  

            	
              Effect of Headings and
      Table of Contents.

            


    

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    
      	
              Section
      108.  

            	
              Successors and
      Assigns.

            


    

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    
      	
              Section
      109.  

            	
              Separability
      Clause.

            


    

     

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

     

    
      	
              Section
      110.  

            	
              Benefits of
      Indenture.

            


    

     

    Nothing
in this Indenture or in the Securities or coupons appertaining thereto, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     

    
      	
              Section
      111.  

            	
              No Personal
      Liability.

            


    

     

    No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

     

    
      	
              Section
      112.  

            	
              Governing
      Law.

            


    

     

    This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of the State of New York. This Indenture is subject to
the provisions of

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    the TIA
that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

     

    
      	
              Section
      113.  

            	
              Legal
      Holidays.

            


    

     

    In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security at a
particular conversion or exchange price shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series that
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) need not be made at such Place of Payment on such date,
conversion or exchange need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be.

     

    ARTICLE
TWO

     

    SECURITIES
FORMS

     

    
      	
              Section
      201.  

            	
              Forms of
      Securities.

            


    

     

    The
Registered Securities, if any, of each series and the Bearer Securities, if any,
and related coupons of each series, shall be in substantially the forms as shall
be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed 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 the Securities may be
listed, or to conform to usage.

     

    Unless
otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.

     

    The
definitive Securities and coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities or coupons, as evidenced
by their execution of such Securities or coupons.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Form of
Trustee’s Certificate of Authentication.

     

    Subject
to Section 611, the Trustee’s certificate of
authentication shall be in substantially the following form:

     

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

     

                       [Trustee], as
Trustee

    


                       By:           _____________________________

                         Responsible
Officer

    


    
      	
              Section
      202.  

            	
              Securities Issuable in
      Global Form.

            


    

     

    If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding
clause (h) of Section 301 and the provisions
of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges, maturities
or redemptions. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon written
instruction given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or Section
304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon written instructions given by the Person or Persons specified therein or in
the applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 102.

     

    The
provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global form together with written instructions (that
need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section
303.

     

    Notwithstanding
the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment
of principal of and any premium or Make-Whole Amount and interest on any
Security in permanent global form shall be made to the Person or Persons
specified therein.

     

    Notwithstanding
the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    the
Holder of such principal amount of Outstanding Securities represented by a
permanent global Security (i) in the case of a permanent global Security in
registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form,
Euroclear or Clearstream.

     

    ARTICLE
THREE

     

    THE
SECURITIES

     

    
      	
              Section
      301.  

            	
              Amount Unlimited;
      Issuable in Series.

            


    

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to one or more Board Resolutions, or indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (a),
(b) and (o) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of or within the series
when issued from time to time):

     

    (a)  the title
of the Securities of or within the series (that shall distinguish the Securities
of such series from all other series of Securities);

     

    (b)  any limit
upon the aggregate principal amount of the Securities of or within the series
that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of or within the series pursuant
to Section 304, 305, 306, 906, 1107, or 1305);

     

    (c)  the date
or dates, or the method by which such date or dates will be determined, on which
the principal of the Securities of or within the series shall be payable and the
amount of principal payable thereon;

     

    (d)  the rate
or rates (that may be fixed or variable) at which the Securities of or within
the series shall bear interest, if any, or the method by which such rate or
rates shall be determined, the date or dates from which such interest shall
accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest will be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be determined, and
the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;

     

    (e)  the place
or places, if any, other than or in addition to the City of New York, New York,
where the principal of (and premium or Make-Whole Amount, if any), interest, if
any, on, and Additional Amounts, if any, payable in respect of, Securities of or
within the series shall be payable, any Registered Securities of or within the
series may be surrendered for registration of transfer, exchange or conversion
and notices or demands to or upon the Company in respect of the Securities of or
within the series and this Indenture may be served;

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (f)  the period or periods within
which the price or prices (including the premium or Make-Whole Amount, if any)
at which, the currency or currencies, currency unit or units or composite
currency or currencies in which and other terms and conditions upon which
Securities of or within the series may be redeemed in whole or in part, at the
option of the Company, if the Company is to have the option;

     

    (g)  the
obligation, if any, of the Company to redeem, repay or purchase Securities of or
within the series pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof, and the period or periods within which or the date
or dates on which, the price or prices at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of or within the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

     

    (h)  if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall
be issuable and, if other than the denomination of $5,000, the denomination or
denominations in which any Bearer Securities of or within the series shall be
issuable;

     

    (i)  if other
than the Trustee, the identity of each Security Registrar and/or Paying
Agent;

     

    (j)  if other
than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 or, if
applicable, the portion of the principal amount of Securities of or within the
series that is convertible in accordance with the provisions of this Indenture,
or the method by which such portion shall be determined;

     

    (k)  if other
than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be
denominated;

     

    (l)  whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

     

    (m) whether
the principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange
rate agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (n)  Securities
are denominated or stated to be payable and the currency or currencies, currency
unit or units or composite currency or currencies in which such Securities are
to be so payable;

     

    (o)  provisions,
if any, granting special rights to the Holders of Securities of or within the
series upon the occurrence of such events as may be specified;

     

    (p)  any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of or within the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

     

    (q)  whether
Securities of or within the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of Bearer Securities and the terms upon which
Bearer Securities of or within the series may be exchanged for Registered
Securities of or within the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of or within the series are to be
issuable initially in temporary global form and whether any Securities of or
within the series are to be issuable in permanent global form (with or without
coupons) and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 305, and, if Registered Securities of or within
the series are to be issuable as a global Security, the identity of the
depositary for such series;

     

    (r)  the date
as of which any Bearer Securities of or within the series and any temporary
global Security representing Outstanding Securities of or within the series
shall be dated if other than the date of original issuance of the first Security
of the series to be issued;

     

    (s)  the
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;

     

    (t)  the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
within the series and any provisions in modification of, in addition to or in
lieu of any of the provisions of Article Fourteen;

     

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

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (v)  if the
Securities of or within the series are to be issued upon the exercise of debt
warrants, the time, manner and place for such Securities to be authenticated and
delivered;

     

    (w)  whether
and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within the series to
any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

     

    (x)  the
obligation, if any, of the Company to permit the Securities of such series to be
converted into or exchanged for Common Stock of the Company or other securities
or property of the Company and the terms and conditions upon which such
conversion or exchange shall be effected (including, without limitation, the
initial conversion price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price or rate and any
requirements relative to the reservation of such shares for purposes of
conversion or exchange);

     

    (y)  if
convertible or exchangeable, any applicable limitations on the ownership or
transferability of the securities or property into which such Securities are
convertible or exchangeable; and

     

    (z)  any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture except as permitted by Section 905).

     

    All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

     

    If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) 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
Company Order for authentication and delivery of such Securities.

     

    
      	
              Section
      302.  

            	
              Denominations.

            


    

     

    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000.

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Execution,
Authentication, Delivery and Dating.

     

    The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant Secretary. The
signature of any of these officers on the Securities and coupons may be manual
or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

     

    Securities
or coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or
coupons.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate to Euroclear or Clearstream, as the case may
be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier
of the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. Except
as permitted by Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and canceled.

     

    If all of
the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of
issuance and date from which interest shall accrue. 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 612 and TIA Section 315(a) through 315(d)) shall
be fully protected in conclusively relying upon:

     

    (a)  an
Opinion of Counsel complying with Section 102 and stating
that:

     

    (i) the form
or forms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture;

     


    
      
         


      

      
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    (ii) the terms
of such Securities and any coupons have been, or will have been upon compliance
with such procedures as may be specified therein, established in conformity with
the provisions of this Indenture;

     

    (iii) such
Securities, together with any coupons appertaining thereto, when completed
pursuant to such procedures as may be specified therein, and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid
and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the enforcement
of creditors’ rights generally and to general equitable principles and to such
other matters as may be specified therein; and

     

    (iv) the
issuance of such Securities and any coupons will not contravene the articles of
incorporation or bylaws of the Company or result in any violation of any of the
terms or provisions of any law or regulation or of any indenture, mortgage or
other agreement known to such counsel by which the Company is bound;
and

     

    (b)  an
Officers’ Certificate complying with Section 102 and stating that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been, or will have been upon compliance with such
procedures as may be specified therein, complied with and that, to the best of
the knowledge of the signers of such certificate, no Event of Default with
respect to such Securities shall have occurred and be continuing.

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

     

    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, obligations or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the
Trustee.

     

    Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     

    No
Security or coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or the Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits

     


    
      
         


      

      
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    of this
Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued or sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

     

    
      	
              Section
      303.  

            	
              Temporary
      Securities.

            


    

     

    (a)  Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. In
the case of Securities of any series, such temporary Securities may be in global
form.

     

    Except in
the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

     

    (b)  Unless
otherwise provided as contemplated in Section 301, this Section 304(b)
shall govern the exchange of temporary Securities issued in global form other
than through the facilities of DTC. If any such temporary Security is issued in
global form, then such temporary global Security shall, unless otherwise
provided therein, be delivered to the London, England office of a depositary or
common depositary (the “Common Depositary”),
for the benefit of Euroclear and Clearstream.

     

    Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the
“Exchange
Date”),

     


    
      
         


      

      
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the
Company shall deliver to the Trustee definitive Securities, in an aggregate
principal amount equal to the principal amount of such temporary global
Security, executed by the Company. On or after the Exchange Date, such temporary
global Security shall be surrendered by the Common Depositary to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of or
within the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security
shall be in bearer form, registered form, permanent global bearer form or
permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security, if any,
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear or Clearstream as to the
portion of such temporary global Security, if any, held for its account then to
be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

     

    Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior
to the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear or Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary global Security shall be delivered only outside
the United States.

     

    Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear or
Clearstream on such Interest Payment Date upon delivery by Euroclear or
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established

     


    
      
         


      

      
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pursuant
to Section 301), for credit without further interest on or after such
Interest Payment Date to the respective accounts of Persons who are the
beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained,
the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this
Section 304(b) and of the third paragraph of Section 303 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear or Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

     

    
      	
              Section
      304.  

            	
              Registration,
      Registration of Transfer and
Exchange.

            


    

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”)
in which, subject to such reasonable regulations as it or the Security Registrar
may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby initially appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided. In the event that the Trustee shall cease
to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times and to require that a copy of the Security
Register in written form be delivered to it from time to time as reasonably
requested. Subject to the provisions of this Section 305, upon surrender
for registration of transfer of any Registered Security of any series at any
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.

     

    Subject
to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are
so

     


    
      
         


      

      
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    surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities that the Holder making the exchange is
entitled to receive. Unless otherwise specified with respect to any series of
Securities as contemplated by Section 301, Bearer Securities may not be
issued in exchange for Registered Securities.

     

    If (but
only if) permitted as contemplated by Section 301, at the option of the
Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the holder making the exchange is entitled to receive.

     

    Notwithstanding
the foregoing, except as otherwise specified as contemplated by
Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If the depositary for any permanent global Security
is DTC, then, unless the terms of such global Security expressly permit such
global Security to be exchanged in whole or in part for definitive Securities, a
global Security may be transferred, in whole but not in part, only to a nominee
of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the applicable global Security or Securities or if
at any time DTC ceases to be a clearing agency registered under the Exchange Act
if so required by applicable law or regulation, the Company shall appoint a
successor depositary with respect to such global Security or Securities. If
(x) a

     


    
      
         


      

      
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    successor
depositary for such global Security or Securities is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing at least
_____% in principal amount of the applicable series of Securities represented by
such global Security or Securities advise DTC to cease acting as depositary for
such global Security or Securities or (z) the Company, in its sole
discretion, determines at any time that all Outstanding Securities (but not less
than all) of any series issued or issuable in the form of one or more global
Securities shall no longer be represented by such global Security or Securities
(provided, however, the Company may not make such determination during the
40-day restricted period provided by Regulation S under the Securities Act or
during any other similar period during which the Securities must be held in
global form as may be required by the Securities Act), then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of
like series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Securities. If
any beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such an interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

     

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

     

    Every
Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security
Registrar) be duly

     


    
      
         


      

      
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    endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company and the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

     

    The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if such Securities are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except, in the case of any
Registered Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor, provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue or to
register the transfer or exchange of any Security that has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

     

    
      	
              Section
      305.  

            	
              Mutilated, Destroyed,
      Lost and Stolen Securities.

            


    

     

    If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

     

    If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of actual
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining

     


    
      
         


      

      
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    to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.

     

    Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if
any), any interest on and any Additional Amounts with respect to Bearer
Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

     

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

     

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

     

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

     

    
      	
              Section
      306.  

            	
              Payment of Interest;
      Interest Rights Preserved.

            


    

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 308, to
the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the
United States.

     


    
      
         


      

      
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    Unless
otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     

    Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent global Security held for its account
by DTC, Euroclear or Clearstream, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent global Security to the accounts of the beneficial owners
thereof.

     

    In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, any interest on any Registered Security of
any series that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:

     

    (a)  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (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 Registered Security of
such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) 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 on or prior
to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the 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 Holder
of

     


    
      
         


      

      
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    (b)  Registered
Securities of such series at such Holder’s address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (b). In case a Bearer Security of any series is surrendered at
the office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or
agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this
Indenture.

     

    (c)  The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series 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 written 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.

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

    Subject
to the provisions of Section 1402 and except as otherwise specified with
respect to a series of Securities in accordance with the provisions of
Section 301, in the case of any Security that is converted or exchanged
after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security, the principal of (or premium, if any, on)
which shall become due and payable, whether at a Stated Maturity or by
declaration of acceleration, call for redemption, or otherwise, prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion or exchange, and such interest (whether or not punctually paid or
duly provided for) shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

     

    
      	
              Section
      307.  

            	
              Persons Deemed
      Owners.

            


    

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium or
Make-Whole Amount, if any), and (subject

     


    
      
         


      

      
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    to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

     

    Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security and the Holder of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof or
on account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.

     

    None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     

    Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominee) as Holder of such global
Security.

     

    
      	
              Section
      308.  

            	
              Cancellation.

            


    

     

    All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such purpose
shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder that the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so 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
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee
and, if required in writing by the Company, the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

     


    
      
         


      

      
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    Computation
of Interest.

     

    Except as
otherwise specified as contemplated by Section 301 with respect to
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day
months.

     

    ARTICLE
FOUR

     

    SATISFACTION
AND DISCHARGE

     

    
      	
              Section
      401.  

            	
              Satisfaction and
      Discharge of Indenture.

            


    

     

    This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

     

    (a)  either

     

    (i)  all Securities of such series
theretofore authenticated and delivered and all coupons, if any, appertaining
thereto (other than (A) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 305, (B) Securities and coupons of such series that have been
destroyed, lost or stolen and that have been replaced or paid as provided in
Section 306, (C) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (D) Securities and
coupons of such series for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or

     

    (ii)  all Securities of such series
and, in the case of (A) or (B) below, any coupons appertaining thereto
not theretofore delivered to the Trustee for cancellation

     

    (A)  have
become due and payable, or

     

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

     

    (C)  if redeemable at the option of
the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,

     

    and the
Company, in the case of (A), (B) or (C) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an

     


    
      
         


      

      
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    amount in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable, sufficient to pay
and discharge the entire indebtedness on such Securities and such coupons not
theretofore delivered to the Trustee for cancellation, for principal (and
premium or Make-Whole Amount, if any) and interest, and any Additional Amounts
with respect thereto, to the date of such deposit (in the case of Securities
that have become due and payable) or the Stated Maturity or Redemption Date, as
the case may be;

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the
obligations of the Company to any Authenticating Agent under Section 611
and, if money shall have been deposited with and held by the Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003,
shall survive.

     

    In the
event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of a particular series as to which it is Trustee and if the other
conditions thereto are met.

     

    
      	
              Section
      402.  

            	
              Application of Trust
      Funds.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

     

    ARTICLE
FIVE

     

    REMEDIES

     

    
      	
              Section
      501.  

            	
              Events of
      Default.

            


    

     

    Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,”
wherever used herein with respect to any particular series of Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether or not it shall be voluntary or involuntary or be
effected

     


    
      
         


      

      
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    by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body):

     

    (a)  default in the payment of any
interest upon or any Additional Amounts payable in respect of any Security of or
within that series or of any coupon appertaining thereto, when such interest,
Additional Amounts or coupon becomes due and payable, and continuance of such
default for a period of 30 days; or

     

    (b)  default
in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity;
or

     

    (c)  default
in the deposit of any sinking fund payment, when and as due by the terms of any
Security of that series; or

     

    (d)  default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture with respect to any Security of that series (other than
(i) a covenant or agreement included in this Indenture solely for the
benefit of a series of Securities other than such series or (ii) a covenant
or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 33 1/3% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;
or

     

    (e)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

     

    (i)  commences
a voluntary case,

     

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

     

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

     

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

     

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

     

    (i)  is for
relief against the Company or any Significant Subsidiary in an involuntary
case,

     

    (ii)  appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or

     

    (iii)  orders
the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or

     


    
      
         


      

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

     

    As used
in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or
any similar Federal or state law for the relief of debtors and the term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

     

    
      	
              Section
      502.  

            	
              Acceleration of
      Maturity; Rescission and
Annulment.

            


    

     

    If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 33 1/3% in aggregate principal amount of the
Outstanding Securities of each such affected series (voting as a single class)
may declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Event or Events of Default giving rise to such declaration of acceleration
shall, without further act, be deemed to have been waived and such declaration
and its consequences shall without further act be deemed to have been rescinded
and annulled, if:

     

    (a)  the
Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such
series is payable (except as otherwise specified pursuant to Section 301
for the Securities of such series):

     

    (i)  all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related
coupons;

     

    (ii)  the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series that have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities;

     

    (iii)  to the
extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne
by or provided for in such Securities; and

     

    (iv)  all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

     

    (b)  all Events of Default with
respect to Securities of that series, other than the nonpayment of the principal
of (or premium or Make-Whole Amount, if any) or interest on

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    (c)  Securities
of that series that have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    
      	
              Section
      503.  

            	
              Collection of
      Indebtedness and Suits for Enforcement by
  Trustee.

            


    

     

    The
Company covenants that if:

     

    (a)  default is made in the payment
of any installment of interest or Additional Amounts, if any, on any Security of
any series and any related coupon when such interest or Additional Amount
becomes due and payable and such default continues for a period of 30 days,
or

     

    (b)  default is made in the payment
of the principal of (or premium or Make-Whole Amount, if any, on) any Security
of any series at its Maturity,

     

    then the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities of such series and coupons, the whole amount then
due and payable on such Securities and coupons for principal (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, with interest
upon any overdue principal (and premium or Make-Whole Amount, if any) and, to
the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or
rates borne by or provided for in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities of such 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 any other obligor upon such Securities of such
series, wherever situated.

     

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

     

    
      	
              Section
      504.  

            	
              Trustee May File
      Proofs of Claim.

            


    

     

    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such

     


    
      
         


      

      
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    other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities of any series shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal,
premium or Make-Whole Amount, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

     

    (a)  to file
and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of such series, of principal (and premium or Make-Whole
Amount, if any) and interest and Additional Amounts, if any, owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

     

    (b)  to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities of such series and coupons to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 606.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or coupon
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or coupon in
any such proceeding.

     

    
      	
              Section
      505.  

            	
              Trustee May Enforce
      Claims Without Possession of Securities or
  Coupons.

            


    

     

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

     

    
      	
              Section
      506.  

            	
              Application of Money
      Collected.

            


    

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest and any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be,

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     

    FIRST:  To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606,

     

    SECOND:  To
the payment of the amounts then due and unpaid upon the Securities and coupons
for principal (and premium or Make-Whole Amount, if any) and interest and any
Additional Amounts payable, 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 aggregate amounts due and payable on such Securities and
coupons for principal (and premium or Make-Whole Amount, if any), interest and
Additional Amounts, respectively, and

     

    THIRD:  To
the payment of the remainder, if any, to the Company.

     

    
      	
              Section
      507.  

            	
              Limitation on
      Suits.

            


    

     

    No Holder
of any Security of any series or any related coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

     

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

     

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

     

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

     

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

     

    (e)  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    Unconditional
Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts.

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right that is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date),
to convert or exchange such Securities in accordance with Article Sixteen and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     

    
      	
              Section
      508.  

            	
              Restoration of Rights
      and Remedies.

            


    

     

    If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

     

    
      	
              Section
      509.  

            	
              Rights and Remedies
      Cumulative.

            


    

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     

    
      	
              Section
      510.  

            	
              Delay or Omission Not
      Waiver.

            


    

     

    No delay
or omission of the Trustee or of any Holder of any Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of Securities or
coupons, as the case may be.

     

    
      	
              Section
      511.  

            	
              Control by Holders of
      Securities.

            


    

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such series,
provided that

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

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

     

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

     

    (b)  the
Trustee need not take any action that might involve it in personal liability or
be unduly prejudicial to the Holders of Securities of such series not joining
therein (but the Trustee shall have no obligation as to the determination of
such undue prejudice).

     

    
      	
              Section
      512.  

            	
              Waiver of Past
      Defaults.

            


    

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series and any
related coupons consent to the waiver of any past default hereunder with respect
to such series and its consequences, except a default

     

    (a)  in the payment of the principal
of (or premium or Make-Whole Amount, if any) or interest on or Additional
Amounts payable in respect of any Security of such series or any related
coupons, or

     

    (b)  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.

     

    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
Event of Default or impair any right consequent thereon.

     

    
      	
              Section
      513.  

            	
              Waiver of Stay or
      Extension Laws.

            


    

     

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

     

    
      	
              Section
      514.  

            	
              Undertaking for
      Costs.

            


    

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken 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

     


    
      
         


      

      
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    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 Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or Additional Amounts payable with respect to any
Security on or after the respective Stated Maturities expressed in such Security
(or in the case of redemption, on or after the Redemption Date) or to enforce
the right to convert or exchange any Security in accordance with Article
Sixteen.

     

    ARTICLE
SIX

     

    THE
TRUSTEE

     

    
      	
              Section
      601.  

            	
              Notice of
      Defaults.

            


    

     

    Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or any Additional Amounts with respect to any Security of
such series, or in the payment of any sinking fund installment with respect to
the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Securities of such series.

     

    
      	
              Section
      602.  

            	
              Certain Rights of
      Trustee.

            


    

     

    Subject
to the provisions of TIA Section 315(a) through 315(d):

     

    (a)  the
Trustee shall perform only such duties as are expressly undertaken by it to
perform under this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee;

     

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

     

    (c)  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery

     


    
      
         


      

      
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    (d)  pursuant
to Section 303 that shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

     

    (e)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

     

    (f)  the
Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of Counsel, and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

     

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

     

    (h)  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

     

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

     

    (j)  the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture. The Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to the Trustee
against such risk or liability is not reasonably assured to it.

     

    
      	
              Section
      603.  

            	
              Not Responsible for
      Recitals or Issuance of
Securities.

            


    

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    Securities
or coupons, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    
      	
              Section
      604.  

            	
              May Hold
      Securities.

            


    

     

    The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Section 613 and
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

     

    
      	
              Section
      605.  

            	
              Money Held in
      Trust.

            


    

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on, or investment of, any money received by it
hereunder.

     

    
      	
              Section
      606.  

            	
              Compensation,
      Reimbursement and
Indemnification.

            


    

     

    The
Company agrees:

     

    (a)  to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder, including extraordinary services rendered in connection with or
during the continuation of a default hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

     

    (b)  to
reimburse each of the Trustee and any predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except to the extent any such expense, disbursement or advance may be
attributable to its gross negligence or bad faith; and

     

    (c)  to
indemnify each of the Trustee and any predecessor Trustee and each of their
respective directors, officers, agents and employees for, and to hold each of
them harmless against, any loss, liability, claim, action, suit, cost or
expense, arising out of or in connection with the acceptance or administration
of the trust or trusts or the performance of its duties hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder except to the extent any such loss, liability, claim, action, suit,
cost or expense may be attributable to its own gross negligence or bad
faith.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (or premium or Make-Whole Amount, if any) or
interest on particular Securities or any coupons.

     


    
      
         


      

      
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    When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(6) and (7), such expenses (including the
fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The
provisions of this Section shall survive the termination of this Indenture or
the resignation or removal of the Trustee.

     

    
      	
              Section
      607.  

            	
              Corporate Trustee
      Required; Eligibility.

            


    

     

    There
shall at all times be a Trustee hereunder that shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation that shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
that unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Trustee or Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     

    
      	
              Section
      608.  

            	
              Resignation and
      Removal; Appointment of
Successor.

            


    

     

    (a)  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

     

    (b)  The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

     

    (c)  The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and to the
Company.

     

    (d)  If at any
time:

     

    (i)  the
Trustee shall fail to comply with the provisions of Section 613 or TIA
Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

     

    (ii)  the
Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months,
or

     


    
      
         


      

      
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    (iii)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed 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 by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or
Trustees.

     

    (e)  If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
Securities of such series.

     

    (f)  The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series in the manner provided for
notices to the Holders of Securities in Section 106. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.

     

    
      	
              Section
      609.  

            	
              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 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 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

     


    
      
         


      

      
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    (b)  such
retiring Trustee hereunder, subject nevertheless to its claim, if any, provided
for in Section 606.

     

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

     

    (d)  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.

     

    (e)  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.

     

    (f)  All monies due and owing to the
Trustee shall be paid before the Successor Trustee takes over.

     

    
      	
              Section
      610.  

            	
              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 all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the

     


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    execution
or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities or coupons 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 or coupons so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities or coupons. In
case any Securities or coupons shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate and deliver
such Securities or coupons, in either its own name or that of its predecessor
Trustee, with the full force and effect that this Indenture provides for the
certificate of authentication of the Trustee.

     

    
      	
              Section
      611.  

            	
              Appointment of
      Authenticating Agent.

            


    

     

    At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
that shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof or pursuant to Section 306, 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. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each

     

    Authenticating
Agent shall be reasonably acceptable to the Company and, except as may otherwise
be provided pursuant to Section 301, shall at all times be a bank or trust
company or corporation organized and doing business and in good standing under
the laws of the United States of America or of any State or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $25,000,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or further act on the part of the
Trustee or the Authenticating Agent.

     


    
      
         


      

      
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    An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company. The Trustee for any series of Securities may at any time terminate the
agency of an Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent that shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services
under this Section.

     

    If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to or in
lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication substantially in the following form:

     

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

     

                          [Trustee], as
Trustee

    


    


                          By:           _____________________________

                           as Authenticating
Agent

    


    


                          By:           _____________________________

                           as Authenticating
Agent

     

    
      	
              Section
      612.  

            	
              Certain Duties and
      Responsibilities.

            


    

     

    No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to the Trustee against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

     


    
      
         


      

      
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    Conflicting
Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
TIA, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the TIA and
this Indenture. To the extent permitted by such Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series. In case an Event
of Default shall occur and be continuing, the Trustee shall exercise such of its
rights and powers under the applicable Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

     

    ARTICLE
SEVEN

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    
      	
              Section
      701.  

            	
              Disclosure of Names
      and Addresses of Holders.

            


    

     

    Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
director, officer, agent or employee of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities or coupons in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

     

    
      	
              Section
      702.  

            	
              Reports by
      Trustee.

            


    

     

    Within 60
days after March 15 of each year commencing with the first March 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such March 15 if and to the
extent required by TIA Section 313(a).

     

    
      	
              Section
      703.  

            	
              Reports by
      Company.

            


    

     

    The
Company will:

     

    (a)  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
it will file with the Trustee and the Commission, in accordance with 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;

     


    
      
         


      

      
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    (b)  file with
the Trustee and the Commission, in accordance with 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 of this Indenture as may be required from time to time
by such rules and regulations; and

     

    (c)  transmit by mail to the Holders
of Securities, within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in TIA Section 313(c), such summaries of
any information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) or (2) of this Section as may be required
by rules and regulations prescribed from time to time by the
Commission.

     

    
      	
              Section
      704.  

            	
              Company to Furnish
      Trustee Names and Addresses of
Holders.

            


    

     

    The
Company will furnish or cause to be furnished to the Trustee:

     

    (a)  semi-annually, not later than
15 days after the Regular Record Date for interest for each series of
Securities, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Registered Securities of such series as of
such Regular Record Date, or if there is no Regular Record Date for interest for
such series of Securities, semi-annually, upon such dates as are set forth in
the Board Resolution or indenture supplemental hereto authorizing such series,
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,
so long as the Trustee is the Security Registrar, no such lists shall be
required to be furnished.

     

    ARTICLE
EIGHT

     

    CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE

     

    
      	
              Section
      801.  

            	
              Consolidations and
      Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
      Certain Conditions.

            


    

     

    The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and such successor entity shall expressly assume the due and
punctual payment of the principal of (and premium or Make-Whole Amount, if any)
and any interest (including all Additional Amounts, if any, payable pursuant to
Section 1011) on all of the Securities, according to their tenor, the
conversion or exchange rights shall be provided for in accordance with Article
Sixteen, if applicable, or as otherwise specified pursuant to Section 301,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such Person and (ii) immediately
after giving effect to such transaction and treating any indebtedness that
becomes an obligation of the Company or any Subsidiary as a result thereof as
having been

     


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    incurred
by the Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event that, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing.

     

    
      	
              Section
      802.  

            	
              Rights and Duties of
      Successor Corporation.

            


    

     

    In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in the
event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities. Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder that theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities that such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     

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

     

    
      	
              Section
      803.  

            	
              Officers’ Certificate
      and Opinion of Counsel.

            


    

     

    Any
consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers’ Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    ARTICLE
NINE

     

    SUPPLEMENTAL
INDENTURES

     

    
      	
              Section
      901.  

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

     

    Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

     

    (a)  to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities
contained; or

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    (b)  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; or

     

    (c)  to add
any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of
less than all series of Securities, stating that such Events of Default are
expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or
those series of Securities to which such additional Events of Default apply to
waive such default; or

     

    (d)  to add to
or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium, Make-Whole Amount or
Interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;
or

     

    (e)  to add
to, change or eliminate any of the provisions of this Indenture in respect of
any series of Securities, provided that any such addition, change or elimination
shall (i) neither (A) 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 (B) modify the rights of the Holder of any
such Security with respect to such provision; or (ii) become effective only
when there is no Security Outstanding; or

     

    (f)  to secure
the Securities; or

     

    (g)  to establish the form or terms
of Securities of any series and any related coupons as permitted by Sections 201
and 301, including the provisions and procedures relating to Securities
convertible into or exchangeable for other securities or property of the
Company; or

     

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

     

    (i)  to make provision with respect
to the conversion or exchange rights of Holders pursuant to the requirements of
Article Sixteen, including providing for the conversion or exchange of the
Securities into any security or property of the Company; or

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    (j)  to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
that shall not be inconsistent with the provisions of this Indenture or to make
any other changes, provided that in each case, such provisions shall not
adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

     

    (k)  to close
this Indenture with respect to the authentication and delivery of additional
series of Securities or to qualify, or maintain qualification of, this Indenture
under the TIA; or

     

    (l)  to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 and 1403; provided in each case that any such action shall
not adversely affect the interests of the Holders of Securities of such series
and any related coupons or any other series of Securities in any material
respect.

     

    
      	
              Section
      902.  

            	
              Supplemental
      Indentures with Consent of
Holders.

            


    

     

    The
Company and the Trustee may (i) amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of a majority in aggregate principal amount of the Securities of all
series then outstanding or (ii) supplement this Indenture with regard to a
series of Securities, amend or supplement a Supplemental Indenture relating to a
series of Securities, or amend the Securities of a series, without notice to any
Securityholder but with the written consent of the Holders of a majority in
aggregate principal amount of the Securities of that series then outstanding.
The Holders of a majority in aggregate principal amount of the Securities of all
series then outstanding may waive compliance by the Company with any provision
of this Indenture or the Securities without notice to any Securityholder. The
Holders of a majority in aggregate principal amount of the Securities of any
series then outstanding may waive compliance with any provision of this
Indenture, any Supplemental Indenture or the Securities of that series with
regard to the Securities of that series without notice to any Securityholder.
However, without the consent of the Holder of each Outstanding Security affected
thereby, no amendment, supplement or waiver may:

     

    (a)  change the Stated Maturity of
the principal of (or premium or Make-Whole Amount, if any, on) or any
installment of principal of or interest on, any Security; or reduce the
principal amount thereof or the rate or amount of interest thereon or any
Additional Amounts payable in respect thereof, or any premium or Make-Whole
Amount payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1011 (except as
contemplated by Section 801(i) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount Security or
Make-Whole Amount, if any, that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or Make-Whole Amount or any Additional Amounts payable
in respect thereof or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    (b)  payment
on or after the Stated Maturity thereof (or, in the case of redemption or
repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be); or

     

    (c)  reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting;
or

     

    (d)  modify any of the provisions of
this Section, Section 513 or Section 1012, except to increase the
required percentage to effect such action or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; or

     

    (e)  make any change that adversely
affects the right to convert or exchange any Security as provided in Article
Sixteen or pursuant to Section 301 (except as permitted by
Section 901(9)) or decrease the conversion or exchange rate or increase the
conversion or exchange price of any such Security.

     

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

     

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

     

    
      	
              Section
      903.  

            	
              Execution of
      Supplemental Indentures.

            


    

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution of such supplemental indenture have been complied with. The
Trustee may, but 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.

     

    
      	
              Section
      904.  

            	
              Effect of Supplemental
      Indentures.

            


    

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

     


    
      
         


      

      
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    Conformity
with Trust Indenture Act.

     

    Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.

     

    
      	
              Section
      905.  

            	
              Reference in
      Securities to Supplemental
Indentures.

            


    

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     

    
      	
              Section
      906.  

            	
              Notice of Supplemental
      Indentures.

            


    

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner
provided for in Section 106, setting forth in general terms the substance
of such supplemental indenture.

     

    ARTICLE
TEN

     

    COVENANTS

     

    
      	
              Section
      1001.  

            	
              Payment of Principal,
      Premium or Make-Whole Amount, if any, Interest and Additional
      Amounts.

            


    

     

    The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities, any interest due on and any Additional Amounts payable
in respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 1011 in respect of
principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

     

    
      	
              Section
      1002.  

            	
              Maintenance of Office
      or Agency.

            


    

     

    If
Securities of a series are issuable only as Registered Securities, the Company
shall maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, where

     


    
      
         


      

      
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    Securities
of that series may be converted or exchanged in accordance with Article Sixteen,
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company will maintain: (A) in
the City of Moorefield, West Virginia, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment or
conversion, where any Registered Securities of that series may be surrendered
for exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series that is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of that series pursuant
to Section 1011) or conversion; provided, however, that if the Securities
of that series are listed on the Luxembourg Stock Exchange, The International
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in Luxembourg, London, England or any other
required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange; and (C) subject
to any laws or regulations applicable thereto, in each Place of Payment for that
series located outside the United States an office or agency where any
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of each such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1011) at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

     

    Unless
otherwise specified with respect to any Securities pursuant to Section 301,
no payment of principal, premium, Make-Whole Amount or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant to Section 1011) shall be made at the
office of the Company’s Paying Agent in the City of Moorefield, West Virginia,
if (but only if) payment in Dollars of the full amount of such principal,
premium, interest, Additional Amounts or Make-Whole Amount, as the case may be,
at all offices or agencies outside the United States maintained for the
purpose

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    by the
Company in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.

     

    The
Company may from time to time designate one or more other offices or agencies
where the Securities of one or more series and related coupons, if any, may be
presented or surrendered for any or all of 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 accordance with the requirements set forth above 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.

     

    Unless
otherwise specified with respect to any Securities pursuant to Section 301,
if and so long as the Securities of any series (i) are denominated in a
Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

     

    
      	
              Section
      1003.  

            	
              Money for Securities
      Payments to Be Held in
Trust.

            


    

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (and premium or Make-Whole Amount, if
any) or interest or Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts
in respect of, any Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, Make-Whole Amount or interest or Additional
Amounts and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

     

    The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

     


    
      
         


      

      
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    hold all
sums held by it for the payment of principal of (and premium or Make-Whole
Amount, if any) or interest on Securities or Additional Amounts in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

     

    (a)  give the
Trustee written notice of any default by the Company (or any other obligor upon
the Securities) in the making of any such payment of principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts; and

     

    (b)  at any
time during the continuance of any such default upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.

     

    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 by Company Order
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
trusts 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
sums.

     

    Except as
otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any), interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request 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 of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, 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 an Authorized Newspaper,
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.

     

    
      	
              Section
      1004.  

            	
              [Reserved].

            


    

     

    
      	
              Section
      1005.  

            	
              Existence.

            


    

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect the existence, rights (charter and
statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any 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
its

     


    
      
         


      

      
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    Subsidiaries
as a whole and that the loss thereof is not disadvantageous in any material
respect to the Holders of Securities of any series.

     

    
      	
              Section
      1006.  

            	
              Maintenance of
      Properties.

            


    

     

    The
Company will cause all of its material properties used or useful in the conduct
of its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Subsidiary from selling or otherwise disposing of its properties in the ordinary
course of its business.

     

    
      	
              Section
      1007.  

            	
              Insurance.

            


    

     

    The
Company will, and will cause each of its Subsidiaries to, keep all its insurable
properties insured against loss or damage with commercially reasonable amounts
and types of insurance provided by insurers of recognized
responsibility.

     

    
      	
              Section
      1008.  

            	
              Payment of Taxes and
      Other Claims.

            


    

     

    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies that, 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, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     

    
      	
              Section
      1009.  

            	
              Provision of Financial
      Information.

            


    

     

    Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act,
the Company will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents that the
Company would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the “Financial
Statements”) if the Company were so subject, such documents to be filed
with the Commission on or prior to the respective dates (the “Required Filing
Dates”) by which the Company would have been required so to file such
documents if the Company were so subject.

     

    The
Company will also in any event (x) within 15 days of each Required Filing
Date file with the Trustee copies of annual reports, quarterly reports and other
documents that the Company would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Company were
subject to such Sections, and (y) if filing such documents by the Company
with the Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

     


    
      
         


      

      
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    Statement
as to Compliance.

     

    The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 1010, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

     

    
      	
              Section
      1010.  

            	
              Additional
      Amounts.

            


    

     

    If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301. Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of the principal of or
any premium, Make-Whole Amount or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

     

    Except as
otherwise specified as contemplated by Section 301, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the series. If any
such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts, if any,
required by the terms of such Securities. In the event that the Trustee or any
Paying Agent, as the case may be, shall not so receive the above mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to
assume that no such withholding or deduction is required with respect to any
payment of principal or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal

     


    
      
         


      

      
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    and
interest with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company covenants to
indemnify the Trustee and any Paying Agent and their respective officers,
directors, employees and agents for, and to hold them harmless against, any
loss, liability or expense (including but not limited to legal fees and
expenses) reasonably incurred without gross negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers’ Certificate furnished pursuant to this Section
or in reliance on the Company’s not furnishing such an Officers’
Certificate.

     

    
      	
              Section
      1011.  

            	
              Waiver of Certain
      Covenants.

            


    

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1005 to 1009, inclusive, and with any other
term, provision or condition with respect to the Securities of any series
specified in accordance with Section 301 (except any such term, provision
or condition that could not be amended without the consent of all Holders of
Securities of such series pursuant to Section 902), if before or after the
time for such compliance the Holders of a majority in aggregate principal amount
of all outstanding Securities of such series, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant 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.

     

    ARTICLE
ELEVEN

     

    REDEMPTION
OF SECURITIES

     

    
      	
              Section
      1101.  

            	
              Applicability of
      Article.

            


    

     

    Securities
of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance
with this Article.

     

    
      	
              Section
      1102.  

            	
              Election to Redeem;
      Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series, the Company shall, at
least 45 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee, in writing, of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and of the
Redemption Price of such Securities and any accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date. 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
and Opinion of Counsel evidencing compliance with such restriction.

     


    
      
         


      

      
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    Selection
by Trustee of Securities to Be Redeemed.

     

    If less
than all the Securities of any series issued with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and that may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

     

    If any
Security selected for partial redemption is converted in part before termination
of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities that
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection. In any case where more than one Security is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Security.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

     

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

     

    
      	
              Section
      1103.  

            	
              Notice of
      Redemption.

            


    

     

    Notice of
redemption shall be given in the manner provided in Section 106, not less
than 30 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to
give such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

     

    Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

     

    All
notices of redemption shall state:

     

    (a)  the
Redemption Date;

     


    
      
         


      

      
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    (b)  the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any;

     

    (c)  if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed;

     

    (d)  in case
any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;

     

    (e)  that on
the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said
date;

     

    (f)  the Place
or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion or exchange;

     

    (g)  that the
redemption is for a sinking fund, if such is the case;

     

    (h)  that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished;

     

    (i)  if Bearer
Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to the redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;

     

    (j)  the CUSIP
number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number;

     

    (k)  if
applicable, that a Holder of Securities who desires to convert or exchange
Securities to be redeemed must satisfy the requirements for conversion or
exchange contained in such Securities, the then existing conversion or exchange
price or rate and the date and time when the option to convert or exchange shall
expire and the place or places where such Securities may be surrendered for
conversion or exchange; and

     

    (l)  such
other information as the Trustee reasonably deems appropriate.

     


    
      
         


      

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

     

    
      	
              Section
      1104.  

            	
              Deposit of Redemption
      Price.

            


    

     

    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay on the Redemption Date the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof that are to be redeemed on
that date.

     

    
      	
              Section
      1105.  

            	
              Securities Payable on
      Redemption Date.

            


    

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date), and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest and Additional Amounts, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if
any, on the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided further that except as
otherwise provided with respect to Securities convertible or exchangeable into
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 307.

     

    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after

     


    
      
         


      

      
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    deducting
from the Redemption Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal, (and premium or
Make-Whole Amount, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security.

     

    
      	
              Section
      1106.  

            	
              Securities Redeemed in
      Part.

            


    

     

    Any
Security that is to be redeemed only in part (pursuant to the provisions of this
Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

     

    ARTICLE
TWELVE

     

    SINKING
FUNDS

     

    
      	
              Section
      1201.  

            	
              Applicability of
      Article.

            


    

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 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 such Securities of any series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. 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.

     

    
      	
              Section
      1202.  

            	
              Satisfaction of
      Sinking Fund Payments with
Securities.

            


    

     

    The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such

     


    
      
         


      

      
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    series
(other than any previously called for redemption) together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining thereto
and (2) apply as a credit Securities of such 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, as provided for by the terms of such
Securities, or which have otherwise been acquired by the Company; provided that
such Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

     

    
      	
              Section
      1203.  

            	
              Redemption of
      Securities for Sinking Fund.

            


    

     

    Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the amount of optional sinking fund
payments, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to be so delivered
and credited. If such Officers’ Certificate shall specify an optional amount to
be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. 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 1103 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 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Section 1106 and 1107.

     

    ARTICLE
THIRTEEN

     

    REPAYMENT
AT THE OPTION OF HOLDERS

     

    
      	
              Section
      1301.  

            	
              Applicability of
      Article.

            


    

     

    Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this
Article.

     

    
      	
              Section
      1302.  

            	
              Repayment of
      Securities.

            


    

     

    Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereon, together with
interest, if any, thereof accrued to the

     


    
      
         


      

      
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    Repayment
Date specified in or pursuant to the terms of such Securities and Additional
Amounts, if any, payable thereon. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portion
thereof, as the case may be, to be repaid on such date and Additional Amounts,
if any, payable thereon.

     

    
      	
              Section
      1303.  

            	
              Exercise of
      Option.

            


    

     

    Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities.
In order for any Security to be repaid at the option of the Holder, the Trustee
must receive at the Place of Payment therefor specified in the terms of such
Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities and the Trustee) not earlier than
60 days nor later than 30 days prior to the Repayment Date (1) the Security
so providing for such repayment together with the “Option to Elect Repayment”
form on the reverse thereof duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing) or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, or The
Financial Industry Regulatory Authority (“FINRA”), or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business Day. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of or within the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

     


    
      
         


      

      
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    When
Securities Presented for Repayment Become Due and Payable.

     

    If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such coupons; and
provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Company shall default
in the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 307.

     

    If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in
Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons. If the principal amount of any Security
surrendered for repayment shall not be so repaid upon surrender thereof, such
principal amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

     

    
      	
              Section
      1304.  

            	
              Securities Repaid in
      Part.

            


    

     

    Upon
surrender of any Registered Security that is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an

     


    
      
         


      

      
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    aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

     

    ARTICLE
FOURTEEN

     

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    
      	
              Section
      1401.  

            	
              Applicability of
      Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance.

            


    

     

    If,
pursuant to Section 301, provision is made for either or both of
(a) defeasance of the Securities of or within a series under
Section 1402 or (b) covenant defeasance of the Securities of or within
a series under Section 1403 to be applicable to the Securities of any
series, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution at any time, with
respect to such Securities and any coupons appertaining thereto, elect to
defease such Outstanding Securities and any coupons appertaining thereto
pursuant to Section 1402 (if applicable) or Section 1403 (if
applicable) upon compliance with the conditions set forth below in this
Article.

     

    
      	
              Section
      1402.  

            	
              Defeasance and
      Discharge.

            


    

     

    Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in clauses (A) and
(B) below, and to have satisfied all of its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following that shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
such Outstanding Securities and any coupons appertaining thereto to receive,
solely from the trust fund described in Section 1404 and as more fully set
forth in such Section, payments in respect of the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Securities and any
coupons appertaining thereto when such payments are due, (B) the Company’s
obligations with respect to such Securities under Sections 305, 306, 1002 and
1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1011, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder including but not limited
to Section 606 hereof and (D) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

     


    
      
         


      

      
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    Covenant
Defeasance.

     

    Upon the
Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1005 to 1009, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to
such Outstanding Securities and any coupons appertaining thereto on and after
the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto
shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 1005 to 1009,
inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, 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
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(d) or 501(g)
or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities and any coupons appertaining thereto shall
be unaffected thereby.

     

    
      	
              Section
      1403.  

            	
              Conditions to
      Defeasance or Covenant
Defeasance.

            


    

     

    The
following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

     

    (a)  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any coupons appertaining thereto,
(1) an amount in such currency, currencies or currency unit in which such
Securities and any coupons appertaining thereto are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) that
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 of principal of (and premium or Make-Whole Amount, if any)
and interest and Additional Amounts, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in
an amount, sufficient, without consideration of any reinvestment of such
principal and interest, 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 that shall be applied by the
Trustee to pay and discharge, (i) the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities
and any coupons appertaining thereto on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities and any
coupons appertaining

     


    
      
         


      

      
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    (b)  thereto
on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities. Before such a deposit, the Company may give to
the Trustee, in accordance with Section 1102 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a future
date in accordance with the terms of the Securities of such series and Article
Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing.

     

    (c)  Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a default
under, this Indenture or any other material agreement or instrument to which the
Company is a party or by which it is bound (and shall not cause the Trustee to
have a conflicting interest pursuant to Section 310(b) of the TIA with
respect to any Security of the Company).

     

    (d)  No Event of Default or event
that with notice or lapse of time or both would become an Event of Default with
respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as Sections
501(6) and 501(7) are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).

     

    (e)  In the
case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling
dated after the issuance of such Outstanding Securities, or (ii) since the
date of issuance of such Outstanding Securities, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not
occurred.

     

    (f)  In the
case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

     

    (g)  The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance under
Section 1402 or the covenant defeasance under Section 1403 (as the
case may be) have been complied with and an Opinion of Counsel to the effect
that either (i) as a result of a deposit pursuant to subsection
(a) above and the related exercise of the Company’s option under
Section 1402 or Section 1403 (as the case may be) registration is not
required under the

     


    
      
         


      

      
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    (h)  Investment
Company Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or
(ii) all necessary registrations under said Act have been
effected.

     

    (i)  After the 91st day following
the deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally.

     

    (j)  Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations that may be imposed on the Company in connection
therewith pursuant to Section 301.

     

    
      	
              Section
      1404.  

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

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

     

    Unless
otherwise specified with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of
such Security, or (b) a Conversion Event occurs in respect of the currency
or currency unit in which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
and Additional Amounts, if any, out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the currency or
currency unit in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the Conversion
Event.

     


    
      
         


      

      
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    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 1404 or the principal and interest received in respect thereof
other than any such tax, fee or other charge that by law is for the account of
the Holders of such Outstanding Securities and any coupons appertaining
thereto.

     

    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in Section 1404 that, 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 that would
then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Article.

     

    ARTICLE
FIFTEEN

     

    MEETINGS
OF HOLDERS OF SECURITIES

     

    
      	
              Section
      1501.  

            	
              Purposes for Which
      Meetings May Be Called.

            


    

     

    A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     

    
      	
              Section
      1502.  

            	
              Call, Notice and Place
      of Meetings.

            


    

     

    (a)  The Trustee may at any time
call a meeting of Holders of Securities of any series for any purpose specified
in Section 1501, to be held at such time and at such place in the City of
Moorefield, West Virginia, or in London, England as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.

     

    (b)  In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the City
of Moorefield, West Virginia, or in London, England for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

     


    
      
         


      

      
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    (c)  Persons Entitled to Vote at
Meetings.

     

    To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series,
or (2) a Person appointed by an instrument in writing as proxy for a Holder
or Holders of one or more Outstanding Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Securities of any series shall be the Persons entitled
to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company and its
counsel.

     

    
      	
              Section
      1503.  

            	
              Quorum;
      Action.

            


    

     

    The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver that this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except
that such notice need be given only once not less than five (5) days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series that shall constitute a quorum. Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

     

    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting.

     

    Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken
at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly

     


    
      
         


      

      
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    provides
may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby, or of the
Holders of such series and one or more additional series:

     

    (a)  there
shall be no minimum quorum requirement for such meeting; and

     

    (b)  the principal amount of the
Outstanding Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been made,
given or taken under this Indenture.

     

    
      	
              Section
      1504.  

            	
              Determination of
      Voting Rights; Conduct and Adjournment of
  Meetings.

            


    

     

    (a)  Notwithstanding any provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the
manner specified in Section 104 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

     

    (b)  The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1502(b), in which case the Company or the Holders of
Securities of or within the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

     

    (c)  At any meeting each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.

     

    (d)  Any meeting of Holders of
Securities of any series duly called pursuant to Section 1502 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote
a majority in principal amount of the Outstanding Securities of such series
represented at the meeting, and the meeting may be held as so adjourned without
further notice.

     


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    (e)  Counting Votes and Recording
Action of Meetings.

     

    The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504. Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein
stated.

     

    
      	
              Section
      1505.  

            	
              Evidence of Action
      Taken by Holders.

            


    

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Holders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Article Six) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Article.

     

    
      	
              Section
      1506.  

            	
              Proof of Execution of
      Instruments.

            


    

     

    Subject
to Article Six, the execution of any instrument by a Holder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

     

    ARTICLE
SIXTEEN

     

    CONVERSION
OR EXCHANGE OF SECURITIES

     

    
      	
              Section
      1601.  

            	
              Applicability of
      Article.

            


    

     

    The
provisions of this Article shall be applicable to the Securities of any series
that are convertible or exchangeable for other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) of the
Company, except as otherwise specified as contemplated by Section 301 for
the Securities of such series.

     


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    Election
to Exchange; Notice to Trustee and Holders.

     

    The
election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities. On or prior to the seventh Business Day prior to Maturity
of the Securities, the Company shall provide written notice to the Holders of
record of the Securities and to the Trustee and will publish a notice in a daily
newspaper of national circulation stating whether the Company has made such
election.

     

    
      	
              Section
      1602.  

            	
              No Fractional
      Shares.

            


    

     

    No
fractional shares of securities shall be delivered upon exchanges of Securities
of any series. If more than one Security shall be surrendered for exchange at
one time by the same Holder, the number of full shares that shall be delivered
upon exchange shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so surrendered. If, except for the provisions of this Section 1603, any
Holder of a Security or Securities would be entitled to a fractional share of a
security upon the exchange of such Security or Securities, or specified portions
thereof, the Company shall pay to such Holder an amount in cash equal to the
current market value of such fractional share computed on the basis of an
average Closing Price of such security. The “Closing Price” of any security on
any date of determination means, (i) if such security is listed or admitted
to unlisted trading privileges on a national securities exchange, the last
reported sale price regular way on such exchange, or (ii) if such security
is not at the time so listed or admitted to unlisted trading privileges on a
national securities exchange, the average of the bid and asked prices of such
security in the over-the-counter market, as reported by the National Quotation
Bureau, Incorporated or similar organization if the National Quotation Bureau,
Incorporated is no longer reporting such information, or if not so available,
the market price as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company.

     

    
      	
              Section
      1603.  

            	
              Adjustment of Exchange
      Rate.

            


    

     

    The
exchange rate of Securities of any series that is exchangeable for other
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event to the
extent provided in, and in accordance with the terms of, the supplemental
indenture or Board Resolution setting forth the terms of the Securities of such
series.

     

    Whenever
the exchange rate is adjusted, the Company shall compute the adjusted exchange
rate in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers’ Certificate setting forth the adjusted
exchange rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange of Securities pursuant
to Section 1002 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted exchange rate to be mailed,
first class postage

     


    
      
         


      

      
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    prepaid,
to each Holder of Securities of such series at its address appearing on the
Security Register and to any exchange agent other than the Trustee.

     

    
      	
              Section
      1604.  

            	
              Payment of Certain
      Taxes Upon Exchange.

            


    

     

    The
Company will pay any and all taxes that may be payable in respect of the
transfer and delivery of shares of other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) of the
Company on exchange of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the delivery of shares of securities in a name other than
that of the Holder of the Security or Securities to be exchanged, and no such
transfer or delivery shall be made unless and until the person requesting such
transfer has paid to the Company the amount of any such tax, or has established,
to the satisfaction of the Company, that such tax has been paid.

     

    
      	
              Section
      1605.  

            	
              Shares Free and
      Clear.

            


    

     

    The
Company hereby warrants that upon exchange of Securities of any series, the
Holder of a Security shall receive all rights held by the Company in such
security for which such Security is at such time exchangeable under this Article
Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than any liens, claims, charges and encumbrances that may have been placed
on any such security by the prior owner thereof, prior to the time such security
was acquired by the Company. Except as provided in Section 1604, the
Company will pay all taxes and charges with respect to the delivery of such
security delivered in exchange for Securities hereunder.

     

    
      	
              Section
      1606.  

            	
              Cancellation of
      Security.

            


    

     

    Upon
receipt by the Trustee of Securities of any series delivered to it for exchange
under this Article Sixteen, the Trustee shall cancel and dispose of the same as
provided in Section 309.

     

    
      	
              Section
      1607.  

            	
              Duties of Trustee
      Regarding Exchange.

            


    

     

    Neither
the Trustee nor any exchange agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is exchangeable
into other securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company to determine
whether any facts exist that may require any adjustment of the exchange rate, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, whether herein or in any supplemental indenture,
any resolutions of the Board of Directors or written instrument executed by one
or more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any exchange agent shall be accountable with respect to
the validity or value (or the kind or amount) of any securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, or of any Securities and neither the Trustee nor any
exchange

     


    
      
         


      

      
        79

        
          

        

      

      
         


      

    

     

    agent
makes any representation with respect thereto. Subject to the provisions of
Section 612, neither the Trustee nor any exchange agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
stock certificates or other securities or property (including securities of
other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form
S-3 (or any successor form) for a primary offering of its securities) upon the
surrender of any Security for the purpose of exchange or to comply with any of
the covenants of the Company contained in this Article Sixteen or in the
applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

     

    
      	
              Section
      1608.  

            	
              Repayment of Certain
      Funds Upon Exchange.

            


    

     

    Any funds
that at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including funds deposited for the sinking fund referred to in Article Twelve
hereof) and that shall not be required for such purposes because of the exchange
of such Securities as provided in this Article Sixteen shall after such exchange
be repaid to the Company by the Trustee upon the Company’s written
request.

     

    
      	
              Section
      1609.  

            	
              Exercise of Conversion
      Privilege.

            


    

     

    In order
to exercise a conversion or exchange privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 1002,
accompanied by written notice to the Company that the Holder elects to convert
or exchange such Security or a specified portion thereof. Such notice shall also
state, if different from the name or names (with address) in which the
Securities are registered, the name or names in which the Securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company that shall be issuable on such conversion or exchange
shall be issued. Securities surrendered for conversion or exchange shall (if so
required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered Holder or its attorney duly authorized in
writing; and Securities so surrendered for conversion or exchange during the
period from the close of business on any Regular Record Date to the opening of
business on the next succeeding Interest Payment Date (excluding Securities or
portions thereof called for redemption during such period) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion or exchange of such Security,
subject to the provisions of Section 307 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 303, set forth, or determined in the manner provided, in
an Officers’ Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the

     


    
      
         


      

      
        80

        
          

        

      

      
         


      

    

     

    Company
shall issue and shall deliver, at the office or agency at which such Security is
surrendered, to such Holder or on its written order, securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company issuable or deliverable upon the conversion or
exchange of such Security (or specified portion thereof), in accordance with the
provisions of such Board Resolution, Officers’ Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Common Stock otherwise issuable upon such conversion or exchange. Such
conversion or exchange shall be deemed to have been effected immediately prior
to the close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion or exchange by
the Company and such Security shall have been surrendered as aforesaid (unless
such Holder shall have so surrendered such Security and shall have instructed
the Company to effect the conversion or exchange on a particular date following
such surrender and such Holder shall be entitled to convert or exchange such
Security on such date, in which case such conversion or exchange shall be deemed
to be effected immediately prior to the close of business on such date) and at
such time the rights of the Holder of such Security as such Security Holder
shall cease and the person or persons in whose name or names any securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company shall be issuable or deliverable upon such conversion
or exchange shall be deemed to have become the Holder or Holders of record of
the shares represented thereby. Except as set forth above and subject to the
final paragraph of Section 307, no payment or adjustment shall be made upon
any conversion or exchange on account of any interest accrued on the Securities
surrendered for conversion or exchange or on account of any interest or
dividends on the Securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company issued or
delivered upon such conversion or exchange.

     

    In the
case of any Security that is converted or exchanged in part only, upon such
conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

     

    
      	
              Section
      1610.  

            	
              Effect of
      Consolidation or Merger on Conversion
  Privilege.

            


    

     

    In case
of any consolidation of the Company with, or merger of the Company into or with
any other Person, or in case of any sale of all or substantially all of the
assets of the Company, the Company or the Person formed by such consolidation or
the Person into which the Company shall have been merged or the Person that
shall have acquired such assets, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding of any series that is convertible into Common Stock of
the Company shall have the right, which right shall be the exclusive conversion
right thereafter available to said Holder (until the expiration of the
conversion right of such Security), to convert such Security into the kind and
amount of shares of stock or other securities or property

     


    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

    (including
cash) receivable upon such consolidation, merger or sale by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger or sale,
subject to compliance with the other provisions of this Indenture, such Security
and such supplemental indenture. Such supplemental indenture shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of Common Stock of the Company do not receive shares of
common stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Securities shall not have
the right to thereafter convert their Securities into common stock of the
surviving corporation or the corporation that shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation, merger
or sale, all as more fully provided in the first sentence of this
Section 1611. Anything in this Section 1611 to the contrary
notwithstanding, the provisions of this Section 1611 shall not apply to a
merger or consolidation of another corporation with or into the Company pursuant
to which both of the following conditions are applicable: (i) the Company
is the surviving corporation and (ii) the outstanding shares of Common
Stock of the Company are not changed or converted into any other securities or
property (including cash) or changed in number or character or reclassified
pursuant to the terms of such merger or consolidation.

     

    As
evidence of the kind and amount of shares of stock or other securities or
property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant that may be contained in said supplemental
indenture.

     

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

     

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

     

                       SUMMIT FINANCIAL
GROUP, INC.

    


    


                       By:           ____________________________

                       Name:

                       Title:


    
      
         


      

      
        82

        
          

        

      

      
         


      

    


    


    


                       [TRUSTEE], as
Trustee

    


    


                       By:           ____________________________

                       Name:

                       Title:

    



    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM OF
CERTIFICATION

     

    EXHIBIT
A-1

     

    FORM OF
CERTIFICATE TO BE GIVEN BY PERSON

     

    ENTITLED
TO RECEIVE BEARER SECURITY

     

    OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
(“United States
person(s)”), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise                                         
or its agent that such financial institution will provide a certificate within a
reasonable time stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by a financial institution for purposes of resale during
the restricted period (as defined in United States Treasury Regulations
Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution described
in clause (iii) above (whether or not also described in clause (i) or
(ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

     

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

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to [U.S.$] of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

     


    
      
        
          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    We
understand that this certificate may be required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

     

    Dated:
                    ,
    
[To be dated no earlier than the 15th day prior to the earlier of (i) the
Exchange Date or (ii) the relevant Interest Payment Date occurring prior to
the Exchange Date, as applicable]

     

                       [Name of Person
Making Certification]

    


    


                       (Authorized
Signator)

                       Name:

                       Title:

    



    
      
        
          A-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

     

    AND
CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF

     

    A PORTION
OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN

     

    INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date
hereof, (U.S.$) principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source (“United States
person(s)”), (ii) is owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such financial institution has agreed, on its
own behalf or through its agent, that we may advise                                     
or its agent that such financial institution will provide a certificate within a
reasonable time stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by a
financial institution for purposes of resale during the restricted period (as
defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions
described in clause (iii) above (whether or not also described in clause
(i) or (ii)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

     

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

     

    We
further certify that (i) we are not making available herewith for exchange
(or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     

    We
understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in

     


    
      
        
          A-3

        

         


      

      
         


        
          

        

      

      
         


      

    


    connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

     

    Dated:
                    ,
    

     

    [To be
dated no earlier than the earlier of the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]

     

                       ______________________________

                       as,

    


    


    


     

    By:

    
      	
               

            


    

    



    
      
        
          A-4