Unassociated Document


    FORM OF
SUBORDINATED INDENTURE

    EXHIBIT
4.5

    


    WABASH
NATIONAL CORPORATION

    ISSUER

    


    AND

    


    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

    TRUSTEE

    


    INDENTURE

    


    DATED
AS OF
[            ],
[            ]

    


    SUBORDINATED
DEBT SECURITIES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
TABLE1

     

    
      
        
          
            	
                    Section of Trust Indenture Act of 1939, as Amended

                  	
                      

                  	
                    Indenture

                  
	
                    310(a)

                  	
                      

                  	
                    7.10

                  
	
                    310(b)

                  	
                      

                  	
                    7.08;
      7.10

                  
	
                    310(c)

                  	
                      

                  	
                    Inapplicable

                  
	
                    311(a)

                  	
                      

                  	
                    7.11

                  
	
                    311(b)

                  	
                      

                  	
                    7.11

                  
	
                    311(c)

                  	
                      

                  	
                    Inapplicable

                  
	
                    312(a)

                  	
                      

                  	
                    5.01; 5.02(a)

                  
	
                    312(b)

                  	
                      

                  	
                    5.02(c)

                  
	
                    312(c)

                  	
                      

                  	
                    5.02(d)

                  
	
                    313(a)

                  	
                      

                  	
                    7.06

                  
	
                    313(b)

                  	
                      

                  	
                    7.06

                  
	
                    313(c)

                  	
                      

                  	
                    7.06

                  
	
                    313(d)

                  	
                      

                  	
                    7.06

                  
	
                    314(a)

                  	
                      

                  	
                    4.06;
      4.08

                  
	
                    314(b)

                  	
                      

                  	
                    Inapplicable

                  
	
                    314(c)

                  	
                      

                  	
                    12.07

                  
	
                    314(d)

                  	
                      

                  	
                    Inapplicable

                  
	
                    314(e)

                  	
                      

                  	
                    12.07

                  
	
                    314(f)

                  	
                      

                  	
                    Inapplicable

                  
	
                    315(a)

                  	
                      

                  	
                    7.01

                  
	
                    315(b)

                  	
                      

                  	
                    7.05

                  
	
                    315(c)

                  	
                      

                  	
                    7.01

                  
	
                    315(d)

                  	
                      

                  	
                    7.01

                  
	
                    315(e)

                  	
                      

                  	
                    6.11;
      7.07

                  
	
                    316(a)

                  	
                      

                  	
                    6.04

                  
	
                    316(b)

                  	
                      

                  	
                    6.07

                  
	
                    316(c)

                  	
                      

                  	
                    8.01

                  
	
                    317(a)

                  	
                      

                  	
                    6.08

                  
	
                    317(b)

                  	
                      

                  	
                    4.03

                  
	
                    318(a)

                  	
                      

                  	
                    12.09

                  


          

        

      

    

    
       

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

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table of Contents2

     

    
      
        
          
            
              
                
                  	 
      	 
      	
                          Page

                        
	 	 	 
	
                          ARTICLE
      I DEFINITIONS

                        	
                           
      1

                        
	
                          SECTION
      1.01

                        	
                          DEFINITIONS
      OF TERMS

                        	
                           
      1

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

                        	
                           
      7

                        
	
                          SECTION
      2.01

                        	
                          DESIGNATION
      AND TERMS OF SECURITIES

                        	
                           
      7

                        
	
                          SECTION
      2.02

                        	
                          FORM
      OF SECURITIES AND TRUSTEE’S CERTIFICATE

                        	
                           
      9

                        
	
                          SECTION
      2.03

                        	
                          DENOMINATIONS:
      PROVISIONS FOR PAYMENT

                        	
                          10

                        
	
                          SECTION
      2.04

                        	
                          EXECUTION
      AND AUTHENTICATION

                        	
                          11

                        
	
                          SECTION
      2.05

                        	
                          REGISTRATION
      OF TRANSFER AND EXCHANGE

                        	
                          12

                        
	
                          SECTION
      2.06

                        	
                          TEMPORARY
      SECURITIES

                        	
                          13

                        
	
                          SECTION
      2.07

                        	
                          MUTILATED,
      DESTROYED, LOST OR STOLEN SECURITIES

                        	
                          14

                        
	
                          SECTION
      2.08

                        	
                          CANCELLATION

                        	
                          14

                        
	
                          SECTION
      2.09

                        	
                          BENEFITS
      OF INDENTURE

                        	
                          14

                        
	
                          SECTION
      2.10

                        	
                          AUTHENTICATING
      AGENT

                        	
                          15

                        
	
                          SECTION
      2.11

                        	
                          GLOBAL
      SECURITIES

                        	
                          15

                        
	
                          SECTION
      2.12

                        	
                          CUSIP
      NUMBERS

                        	
                          17

                        
	
                          SECTION
      2.13

                        	
                          OUTSTANDING
      SECURITIES

                        	
                          17

                        
	
                          ARTICLE
      III REDEMPTION OF SECURITIES

                        	
                          18

                        
	
                          SECTION
      3.01

                        	
                          REDEMPTION

                        	
                          18

                        
	
                          SECTION
      3.02

                        	
                          NOTICES
      TO TRUSTEE

                        	
                          18

                        
	
                          SECTION
      3.03

                        	
                          SELECTION
      OF SECURITIES TO BE REDEEMED

                        	
                          18

                        
	
                          SECTION
      3.04

                        	
                          NOTICE
      OF REDEMPTION

                        	
                          19

                        
	
                          SECTION
      3.05

                        	
                          EFFECT
      OF NOTICE OF REDEMPTION

                        	
                          19

                        
	
                          SECTION
      3.06

                        	
                          DEPOSIT
      OF REDEMPTION PRICE

                        	
                          20

                        
	
                          SECTION
      3.07

                        	
                          SECURITIES
      REDEEMED IN PART

                        	
                          20

                        
	
                          ARTICLE
      IV COVENANTS

                        	
                          20

                        
	
                          SECTION
      4.01

                        	
                          PAYMENT
      OF SECURITIES

                        	
                          20

                        
	
                          SECTION
      4.02

                        	
                          MAINTENANCE
      OF OFFICE OR AGENCY FOR REGISTRATION OF TRANSFER, EXCHANGE AND PAYMENT OF
      SECURITIES

                        	
                          21

                        
	
                          SECTION
      4.03

                        	
                          PROVISION
      AS TO PAYING AGENT

                        	
                          21

                        
	
                          SECTION
      4.04

                        	
                          APPOINTMENT
      TO FILL VACANCY IN OFFICE OF TRUSTEE

                        	
                          22

                        
	
                          SECTION
      4.05

                        	
                          MAINTENANCE
      OF CORPORATE EXISTENCE

                        	
                          22

                        
	
                          SECTION
      4.06

                        	
                          COMPLIANCE
      CERTIFICATE

                        	
                          22

                        
	
                          SECTION
      4.07

                        	
                          FURTHER
      INSTRUMENTS AND ACTS

                        	
                          23

                        
	
                          SECTION
      4.08

                        	
                          COMMISSION
      REPORTS

                        	
                          23

                        


                

              

            

          

        

      

    

     

      
        

      

    

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

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      4.09

                              	
                                WHEN
      COMPANY MAY MERGE OR TRANSFER ASSETS

                              	
                                23

                              
	
                                ARTICLE
      V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY  AND THE
      TRUSTEE

                              	
                                24

                              
	
                                SECTION
      5.01

                              	
                                COMPANY
      TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS

                              	
                                24

                              
	
                                SECTION
      5.02

                              	
                                PRESERVATION
      OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS

                              	
                                24

                              
	
                                ARTICLE
      VI DEFAULTS AND REMEDIES

                              	
                                25

                              
	
                                SECTION
      6.01

                              	
                                EVENTS
      OF DEFAULT

                              	
                                25

                              
	
                                SECTION
      6.02

                              	
                                ACCELERATION

                              	
                                27

                              
	
                                SECTION
      6.03

                              	
                                OTHER
      REMEDIES

                              	
                                27

                              
	
                                SECTION
      6.04

                              	
                                WAIVER
      OF PAST DEFAULTS

                              	
                                27

                              
	
                                SECTION
      6.05

                              	
                                CONTROL
      BY MAJORITY

                              	
                                27

                              
	
                                SECTION
      6.06

                              	
                                LIMITATION
      ON SUITS

                              	
                                28

                              
	
                                SECTION
      6.07

                              	
                                RIGHTS
      OF HOLDERS TO RECEIVE PAYMENT

                              	
                                28

                              
	
                                SECTION
      6.08

                              	
                                COLLECTION
      SUIT BY TRUSTEE

                              	
                                28

                              
	
                                SECTION
      6.09

                              	
                                TRUSTEE
      MAY FILE PROOFS OF CLAIM

                              	
                                29

                              
	
                                SECTION
      6.10

                              	
                                PRIORITIES

                              	
                                29

                              
	
                                SECTION
      6.11

                              	
                                UNDERTAKING
      FOR COSTS

                              	
                                29

                              
	
                                ARTICLE
      VII CONCERNING THE TRUSTEE

                              	
                                30

                              
	
                                SECTION
      7.01

                              	
                                DUTIES
      OF TRUSTEE

                              	
                                30

                              
	
                                SECTION
      7.02

                              	
                                RIGHTS
      OF TRUSTEE

                              	
                                31

                              
	
                                SECTION
      7.03

                              	
                                INDIVIDUAL
      RIGHTS OF TRUSTEE

                              	
                                32

                              
	
                                SECTION
      7.04

                              	
                                TRUSTEE’S
      DISCLAIMER

                              	
                                32

                              
	
                                SECTION
      7.05

                              	
                                NOTICE
      OF DEFAULTS

                              	
                                32

                              
	
                                SECTION
      7.06

                              	
                                REPORTS
      BY TRUSTEE TO HOLDERS

                              	
                                33

                              
	
                                SECTION
      7.07

                              	
                                COMPENSATION
      AND INDEMNITY

                              	
                                33

                              
	
                                SECTION
      7.08

                              	
                                REPLACEMENT
      OF TRUSTEE

                              	
                                34

                              
	
                                SECTION
      7.09

                              	
                                SUCCESSOR
      TRUSTEE BY MERGER

                              	
                                35

                              
	
                                SECTION
      7.10

                              	
                                ELIGIBILITY;
      DISQUALIFICATION

                              	
                                35

                              
	
                                SECTION
      7.11

                              	
                                PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST COMPANY

                              	
                                35

                              
	
                                ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS

                              	
                                36

                              
	
                                SECTION
      8.01

                              	
                                EVIDENCE
      OF ACTION BY SECURITYHOLDERS

                              	
                                36

                              
	
                                SECTION
      8.02

                              	
                                PROOF
      OF EXECUTION BY SECURITYHOLDERS

                              	
                                36

                              
	
                                SECTION
      8.03

                              	
                                WHO
      MAY BE DEEMED OWNERS

                              	
                                36

                              
	
                                SECTION
      8.04

                              	
                                CERTAIN
      SECURITIES OWNED BY COMPANY DISREGARDED

                              	
                                37

                              
	
                                SECTION
      8.05

                              	
                                ACTIONS
      BINDING ON FUTURE SECURITYHOLDERS

                              	
                                37

                              
	
                                ARTICLE
      IX SUPPLEMENTAL INDENTURES

                              	
                                38

                              
	
                                SECTION
      9.01

                              	
                                SUPPLEMENTAL
      INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS

                              	
                                38

                              
	
                                SECTION
      9.02

                              	
                                SUPPLEMENTAL
      INDENTURES WITH CONSENT OF SECURITYHOLDERS

                              	
                                39

                              
	
                                SECTION
      9.03

                              	
                                EFFECT
      OF SUPPLEMENTAL INDENTURES

                              	
                                40

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      SECTION
      9.04

                                                                    	
                                                                      SECURITIES
      AFFECTED BY SUPPLEMENTAL INDENTURES

                                                                    	
                                                                      40

                                                                    
	
                                                                      SECTION
      9.05

                                                                    	
                                                                      EXECUTION
      OF SUPPLEMENTAL INDENTURES

                                                                    	
                                                                      41

                                                                    
	
                                                                      ARTICLE
      X SATISFACTION AND DISCHARGE; DEFEASANCE

                                                                    	
                                                                      41

                                                                    
	
                                                                      SECTION
      10.01

                                                                    	
                                                                      APPLICABILITY
      OF ARTICLE

                                                                    	
                                                                      41

                                                                    
	
                                                                      SECTION
      10.02

                                                                    	
                                                                      SATISFACTION
      AND DISCHARGE

                                                                    	
                                                                      41

                                                                    
	
                                                                      SECTION
      10.03

                                                                    	
                                                                      DEFEASANCE

                                                                    	
                                                                      42

                                                                    
	
                                                                      SECTION
      10.04

                                                                    	
                                                                      CONDITIONS
      TO DEFEASANCE

                                                                    	
                                                                      43

                                                                    
	
                                                                      SECTION
      10.05

                                                                    	
                                                                      APPLICATION
      OF TRUST MONEY

                                                                    	
                                                                      44

                                                                    
	
                                                                      SECTION
      10.06

                                                                    	
                                                                      REPAYMENT
      TO COMPANY

                                                                    	
                                                                      44

                                                                    
	
                                                                      SECTION
      10.07

                                                                    	
                                                                      INDEMNITY
      FOR GOVERNMENTAL OBLIGATIONS

                                                                    	
                                                                      45

                                                                    
	
                                                                      SECTION
      10.08

                                                                    	
                                                                      REINSTATEMENT

                                                                    	
                                                                      45

                                                                    
	
                                                                      ARTICLE
      XI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

                                                                    	
                                                                      45

                                                                    
	
                                                                      SECTION
      11.01

                                                                    	
                                                                      NO
      RECOURSE

                                                                    	
                                                                      45

                                                                    
	
                                                                      ARTICLE
      XII MISCELLANEOUS PROVISIONS

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.01

                                                                    	
                                                                      EFFECT
      ON SUCCESSORS AND ASSIGNS

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.02

                                                                    	
                                                                      ACTIONS
      BY SUCCESSOR

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.03

                                                                    	
                                                                      SURRENDER
      OF COMPANY POWERS

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.04

                                                                    	
                                                                      NOTICES

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.05

                                                                    	
                                                                      GOVERNING
      LAW

                                                                    	
                                                                      46

                                                                    
	
                                                                      SECTION
      12.06

                                                                    	
                                                                      TREATMENT
      OF SECURITIES AS DEBT

                                                                    	
                                                                      47

                                                                    
	
                                                                      SECTION
      12.07

                                                                    	
                                                                      COMPLIANCE
      CERTIFICATES AND OPINIONS

                                                                    	
                                                                      47

                                                                    
	
                                                                      SECTION
      12.08

                                                                    	
                                                                      PAYMENTS
      ON BUSINESS DAYS

                                                                    	
                                                                      47

                                                                    
	
                                                                      SECTION
      12.09

                                                                    	
                                                                      CONFLICT
      WITH TRUST INDENTURE ACT

                                                                    	
                                                                      48

                                                                    
	
                                                                      SECTION
      12.10

                                                                    	
                                                                      COUNTERPARTS

                                                                    	
                                                                      48

                                                                    
	
                                                                      SECTION
      12.11

                                                                    	
                                                                      SEPARABILITY

                                                                    	
                                                                      48

                                                                    
	
                                                                      SECTION
      12.12

                                                                    	
                                                                      ASSIGNMENT

                                                                    	
                                                                      48

                                                                    
	
                                                                      SECTION
      12.13

                                                                    	
                                                                      Waiver
      of Jury Trial

                                                                    	
                                                                      48

                                                                    
	
                                                                      SECTION
      12.14  

                                                                    	
                                                                      Force
      Majeure

                                                                    	
                                                                      49

                                                                    
	
                                                                      ARTICLE
      XIII SUBORDINATION OF SECURITIES

                                                                    	
                                                                      49

                                                                    
	
                                                                      SECTION
      13.01

                                                                    	
                                                                      SUBORDINATION
      TERMS

                                                                    	
                                                                      49

                                                                    
	
                                                                      SECTION
      13.02

                                                                    	
                                                                      NOTICE
      TO TRUSTEE

                                                                    	
                                                                      49

                                                                    
	
                                                                      SECTION
      13.03

                                                                    	
                                                                      RELIANCE
      ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT

                                                                    	
                                                                      50

                                                                    
	
                                                                      SECTION
      13.04

                                                                    	
                                                                      TRUSTEE
      NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS

                                                                    	
                                                                      50

                                                                    
	
                                                                      SECTION
      13.05

                                                                    	
                                                                      
                                                                        RIGHTS
      OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE’S
      RIGHTS

                                                                      

                                                                    	
                                                                      50

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    INDENTURE, dated as of
[            ],
[            ],
between Wabash National Corporation, a Delaware corporation (the “Company”), and
The Bank of New York Mellon Trust Company, N.A., a national banking association,
as trustee (the “Trustee”):

     

    WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of unsecured subordinated debt
securities (hereinafter referred to as the “Securities”), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

     

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

     

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

     

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

     

    ARTICLE
I


     

    DEFINITIONS

     

    SECTION
1.01          DEFINITIONS OF
TERMS.

     

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

     

     “AFFILIATE”
means, as applied to any Person, (i) any other Person, directly or indirectly,
Controlling or Controlled by or under direct or indirect common Control with
such specified Person.  The Trustee may request and may conclusively
rely upon an Officers’ Certificate to determine whether any Person is an
Affiliate of any specified Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “AUTHENTICATING
AGENT” means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.

     

    “BANKRUPTCY
LAW” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.

     

    “BOARD OF
DIRECTORS” means the Board of Directors of the Company or any duly authorized
committee of such Board.

     

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

     

    “BUSINESS
DAY” means, with respect to any Security, a day that in the city (or in any of
the cities, if more than one) in which amounts are payable, as specified in the
form of such Security, is not a day on which banking institutions are authorized
or required by law, executive order or regulation to close.

     

    “CERTIFICATE”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section 12.07.

     

    “COMMISSION”
means the Securities and Exchange Commission.

     

    “COMPANY”
means Wabash National Corporation, a corporation duly organized and existing
under the laws of the State of Delaware until a successor replaces it in
accordance with Article V and thereafter means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor on
the Securities.

     

    “CONTROL”
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“Controlled” and “Controlling” shall have meanings correlative
thereto.

     

    “CORPORATE
TRUST OFFICE” means the principal office of the Trustee at which, at any
particular time, this corporate trust account shall be principally administered,
which office at the date hereof is located at 2 N.
LaSalle Street, Suite 1020, Chicago, IL 60602 Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Securityholders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the
Securityholders and the Company).

     

    “COVENANT
DEFEASANCE OPTION” has the meaning given in Section 10.03.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “DEFAULT”
means any event, act or condition which is, or that with notice or lapse of
time, or both, would constitute an Event of Default.

     

    “DEFAULTED
INTEREST” has the meaning given in Section 2.03.

     

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

     

    “EVENT OF
DEFAULT” means, with respect to Securities of a particular series any event
specified in Section 6.01, continued for the period of time, if any, therein
designated.

     

    “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto.

     

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

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “HEREIN”,
“HEREOF” and “HEREUNDER”, and other words of similar import, refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

     

    “INDEBTEDNESS”
of any Person at any date means any obligation created or assumed by such Person
for the repayment of borrowed money and any guarantee 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 in accordance with the terms hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term “Indenture” shall also
include the terms of particular series of Securities established as contemplated
by Section 2.01.

     

    “INTEREST
PAYMENT DATE”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or in
or pursuant to a Board Resolution, in an Officers’ Certificate or in an
indenture supplemental hereto with respect to such series as the fixed date on
which an installment of interest with respect to Securities of that series is
due and payable.

     

    “LEGAL
DEFEASANCE OPTION” has the meaning given in Section 10.03.

     

    “LIEN”
means any mortgage, pledge, hypothecation, encumbrance, lien or other security
interest.

     

    “OFFICERS’
CERTIFICATE” means a certificate signed by the President or a Vice President and
by the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 12.07, if and
to the extent required by the provisions thereof.

     

    “OPINION
OF COUNSEL” means an opinion in writing of legal counsel, who may be an employee
of or counsel for the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 12.07, if and to the extent required by the provisions
thereof.

     

    “ORIGINAL
ISSUE DISCOUNT SECURITY” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Stated Maturity thereof pursuant to Section
6.02.

     

    “PAYING
AGENT” has the meaning given in Section 4.03.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “PRINCIPAL
OF” a Security means the principal of the Security plus the premium, if any,
payable on the Security which is due or overdue or is to become due at the
relevant time.

     

    “RESPONSIBLE
OFFICER” when used with respect to the Trustee means any officer within the
corporate trust department of the Trustee, including any vice president,
assistant treasurer, any trust officer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

     

    “SECURITIES”
means the debt Securities authenticated and delivered under this
Indenture.

     

    “SECURITIES
ACT” means the Securities Act of 1933, as amended, or any successor statute or
statutes thereto.

     

    “SECURITYHOLDER”,
“HOLDER OF SECURITIES”, “REGISTERED HOLDER”, “HOLDER” or other similar term,
means the Person or Persons in whose name or names a particular Security shall
be registered in the Security Register in accordance with the terms of this
Indenture.

     

    “SECURITY
REGISTER” has the meaning given in Section 2.05.

     

    “SECURITY
REGISTRAR” has the meaning given in Section 2.05.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “SENIOR
INDEBTEDNESS” means the principal, premium (if any) and unpaid interest on all
present and future (i) indebtedness of the Company for borrowed money; (ii)
obligations of the Company evidenced by bonds, debentures, notes or similar
instruments; (iii) obligations of the Company under (a) interest rate swaps,
caps, collars, options and similar arrangements, (b) any foreign exchange
contract, currency swap contract, futures contract, currency option contract, or
other foreign currency hedge and (c) credit swaps, caps, floors, collars and
similar arrangements; (iv) indebtedness incurred, assumed or guaranteed by the
Company in connection with the acquisition by it or a subsidiary of the Company
of any business, properties or assets (except purchase-money indebtedness
classified as accounts payable under U.S. generally accepted accounting
principles); (v) all obligations and liabilities (contingent or otherwise) in
respect of leases of the Company required, in conformity with U.S. generally
accepted accounting principles, to be accounted for as capitalized lease
obligations on the balance sheet of the Company and all obligations and
liabilities (contingent or otherwise) under any lease or related document
(including a purchase agreement) in connection with the lease or real property
which provides that the Company is contractually obligated to purchase or cause
a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of the
Company under such lease or related document to purchase or to cause a third
party to purchase such leased property; (vi) reimbursement obligations of the
Company in respect of letters of credit relating to indebtedness or other
obligations of the Company that qualify as indebtedness or obligations of the
kind referred to in clauses (i) through (v) above; and (vii) obligations of the
Company under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (i) through (vi) above, in each case
as to clauses (i) through (vii) above unless in the instrument creating or
evidencing the indebtedness or obligation or pursuant to which the same is
outstanding provides that (x) such indebtedness or obligation is not senior in
right of payment to the Securities or (y) such indebtedness or obligation is
subordinated to any other indebtedness or obligation of the Company, unless such
indebtedness or obligation expressly provides that such indebtedness or
obligations be senior in right of payment to the Securities.

     

    “STATED
MATURITY” means, with respect to any Security of a series, the date specified in
such Security as the fixed date on which the final payment of principal of such
Security is due and payable.

     

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

     

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

     

    “TRUST
INDENTURE ACT” and “TIA” means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 9.01, 9.02, and 12.09, as in effect at the
date of execution of this instrument.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “UNIFORM
COMMERCIAL CODE” means the New York Uniform Commercial Code as in effect from
time to time.

     

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

     

    ARTICLE
II

     

    ISSUE,
DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF
SECURITIES

     

    SECTION
2.01          DESIGNATION
AND TERMS OF SECURITIES.

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture may not exceed $[•]. The Securities may be issued in one or
more series up to the aggregate principal amount of Securities of that series
from time to time authorized by one or more Board Resolutions or pursuant to one
or more Board Resolutions and set forth in an Officers’ Certificate or pursuant
to one or more indentures supplemental hereto. The terms of a series of
Securities shall be established prior to the initial issuance of Securities of
any series in one or more Board Resolutions or pursuant to one or more Board
Resolutions and set forth in an Officers’ Certificate or established in one or
more indentures supplemental hereto and may include the following or any
additional or different terms:

     

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

     

    (2)          any
limit upon the aggregate principal amount of the Securities of that series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Securities of that series);

     

    (3)          the
date or dates on which the principal of the Securities of the series is payable
and the place(s) of payment;

     

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

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (8)          the
obligation, if any, of the Company to redeem or purchase Securities of the
series or at the option of a holder thereof and the period or periods within
which, the price or prices at which, and the terms and conditions upon which,
Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

     

    (9)          any
additional or different subordination terms or modification to the definition of
Senior Indebtedness applicable to the Securities of the series;

     

    (10)        the
form of the Securities of the series including the form of the Trustee’s
certificate of authentication for such series;

     

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

     

    (12)        any
and all other terms with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture, as amended by any supplemental
indenture) including any terms which may be required by or advisable under U.S.
laws or regulations or advisable in connection with the marketing of Securities
of that series;

     

    (13)        whether
the Securities of the series are issuable as a Global Security and, in such
case, the identity of the Depositary for such series;

     

    (14)        whether
the Securities of the series will be convertible into shares of common stock or
other securities of the Company and, if so, the terms and conditions upon which
such Securities will be so convertible, including the conversion price and the
conversion period and any adjustments thereto and other provisions in addition
to or in lieu of those described herein;

     

    (15)        if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01 and the amount that will be
deemed to be the principal amount of the Securities for any other
purpose;

     

    (16)        any
additional or different Events of Default or restrictive covenants provided for
with respect to the Securities of the series and any change in the right of the
Trustee or the Holders to declare the principal amount of the Securities of a
series due and payable;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (17)        whether
the Securities of the series shall not be defeasible pursuant to Section 10.03
and any additional or substitute terms, conditions or limitations and, if other
than by a Board Resolution, the manner in which any election by the Company to
defease such Securities shall be evidenced; and

     

    (18)        if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, if applicable.

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution, Officers’ Certificate or in any indentures supplemental
hereto. If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series. Securities of any particular
series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different redemption dates. Notwithstanding Section 2.01(2) and unless otherwise
expressly provided with respect to a series of Securities, the aggregate
principal amount of a series of Securities may be increased and additional
Securities of such series may be issued up to the maximum aggregate principal
amount authorized with respect to such series as increased.

     

    SECTION
2.02          FORM OF
SECURITIES AND TRUSTEE’S CERTIFICATE.

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SECTION
2.03          DENOMINATIONS:
PROVISIONS FOR PAYMENT.

     

    The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(11). The Securities of a particular series shall bear interest
payable on the dates and at the rates specified or provided for with respect to
that series. Except as contemplated by Section 2.01(18), the principal of and
the interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. Each Security shall be dated the
date of its authentication by the Trustee. Except as contemplated by Section
2.01(4), interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve 30-day months. Except as contemplated by Section
2.01(5), the interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03. Any interest on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:

     

    (1)          The
Company may make payment of any Defaulted Interest on Securities to the Persons
in whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner: the
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each Securityholder
at his or her address as it appears in the Security Register, not less than 10
days prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered on
such special record date.

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Unless
otherwise set forth in or pursuant to a Board Resolution, in an Officers’
Certificate or one or more indentures supplemental hereto establishing the terms
of any series of Securities pursuant to Section 2.01 hereof, the term “regular
record date” as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either (i) the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or (ii) the
first day of the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day. Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other
Security.

     

    SECTION
2.04          EXECUTION AND
AUTHENTICATION.

     

    The
Securities shall be signed on behalf of the Company by any of two of its
President, any Vice President, its Treasurer, any Assistant Treasurer, its
Secretary or any Assistant Secretary. Signatures may be in the form of a manual
or facsimile signature. The Company may use the facsimile signature of any
Person who shall have been a President or Vice President thereof, or of any
Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall
have ceased to be the President or a Vice President, or the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company.
The Securities may contain such notations, legends or endorsements required by
law, stock exchange rule or usage. A Security shall not be valid until
authenticated manually by an authorized signatory of the Trustee, or by an
Authenticating Agent.   The Securities shall be dated the date of
their authentication.  Such signature shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture. At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
President or any Vice President and its Secretary or any Assistant Secretary,
and the Trustee in accordance with such written order shall authenticate and
deliver such Securities. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be provided with, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the form and terms
thereof have been established in conformity with the provisions of this
Indenture and that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles and that applicable laws and
legal requirements (with reasonable and customary exceptions and qualification
for such an Opinion of Counsel) in respect to the execution and delivery by the
Company of such Securities  have been complied with. The Trustee shall
have the right to decline to authenticate and deliver any Securities under this
Section if the Trustee, being advised by counsel, determined that such action
may not lawfully be taken by the Company or if the Trustee in good faith by its
board of directors or board of trustees, executive committee or a trust
committee of directors or trustees or Responsible Officers shall determine that
such action would expose the Trustee to personal liability to existing
Securityholders or would affect the Trustee’s own rights, duties or immunities
under the Securities, this Indenture or otherwise.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SECTION
2.05          REGISTRATION
OF TRANSFER AND EXCHANGE.

     

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

     

    (b)           The
Company shall keep, or cause to be kept, at its office or agency designated for
such purpose in the Borough of Manhattan, the City and State of New York, or
such other location designated by the Company a register or registers (herein
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register the Securities and
the transfers of Securities as in this Article provided and which at all
reasonable times shall be open for inspection by the Trustee. The registrar for
the purpose of registering Securities and transfer of Securities as herein
provided shall be appointed as authorized by or pursuant to a Board Resolution
or an Officers’ Certificate (the “Security Registrar”). Upon surrender for
transfer of any Security at the office or agency of the Company designated for
such purpose, the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in the name of the transferee or transferees a
new Security or Securities of the same series as the Security presented for a
like aggregate principal amount. All Securities presented or surrendered for
exchange or registration of transfer, as provided in this Section, shall be
accompanied (if so required by the Company or the Security Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Security Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c) No
service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto (including the fees and
expenses of the Trustee), other than exchanges pursuant to Section 2.06, Section
3.07 and Section 9.04 not involving any transfer. The Company shall not be
required (i) to issue, exchange or register the transfer of any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of less than all the outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (ii) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

     

    SECTION
2.06          TEMPORARY
SECURITIES.

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    SECTION
2.07          MUTILATED,
DESTROYED, LOST OR STOLEN SECURITIES.

     

    In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company (subject to the
next succeeding sentence) shall execute, and upon the Company’s request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of
the same series, bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same upon
the written request or authorization of any officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. In case any Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the Company and the
Trustee such security or indemnity as they may require to save them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof. Every replacement Security issued pursuant to the
provisions of this Section shall constitute an additional contractual obligation
of the Company whether or not the mutilated, destroyed, lost or stolen Security
shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of the same series duly issued hereunder. All Securities
shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities, and shall preclude (to the extent lawful)
any and all other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their
surrender.

     

    SECTION
2.08         
CANCELLATION.

     

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

     

    SECTION
2.09          BENEFITS OF
INDENTURE.

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities (and, with respect to the provisions of Section 4.05, the
holders of Senior Indebtedness) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Section 4.05, the holders of Senior
Indebtedness).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SECTION
2.10          AUTHENTICATING
AGENT.

     

    So long
as any of the Securities of any series remain outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint. Said Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series. Each Authenticating Agent shall be acceptable to the
Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by federal or
state authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately. Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

     

    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 all or substantially all the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided that such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     

    SECTION
2.11          GLOBAL
SECURITIES.

     

    (a)           If
the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that

     

    (1)           shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a portion of the outstanding Securities of such
series,

     

    (2)           shall
be registered in the name of the Depositary or its nominee,

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (3)           shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, and

     

    (4)           shall
bear a legend substantially to the following effect:

     

    “Except
as otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to the Depositary, another nominee
of the Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”

     

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

     

    (c)           If
at any time the Depositary for a series of the Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.11 shall no longer be applicable
to the Securities of such series and the Company will execute, and subject to
Section 2.04, the Trustee will authenticate and deliver the Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute and subject to Section 2.05, the
Trustee, upon receipt of an Officers’ Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (d)           Payments
in respect of the principal of and interest on any Securities registered in the
name of the Depositary or its nominee will be paid to the Depositary or such
nominee in its capacity as the registered owner for such
Security.  The Company and the Trustee may treat the Person in whose
name the Securities, including the Global Security, are registered as the owner
thereof for the purpose of receiving such payments and for any and all other
purposes whatsoever.  None of the Company, the Trustee, any Securities
Registrar, the Paying Agent or any agent of the Company or the Trustee will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of the beneficial ownership interests of the Global
Security by the Depositary or its nominee or any of the Depositary’s direct or
indirect participants, or for maintaining, supervising or reviewing any records
of the Depositary, its nominee or any of its direct or indirect participants
relating to the beneficial ownership interests of the Global Security, the
payments to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or any other matter relating to the actions and
practices of the Depositary, its nominee or any of its direct or indirect
participants.  None of the Company, the Trustee or any such agent will
be liable for any delay by the Depositary, its nominee, or any of its direct or
indirect participants in identifying the beneficial owners of the Securities,
and the Company and the Trustee may conclusively rely on, and will be protected
in relying on, instructions from the Depositary or its nominee for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).

     

    SECTION
2.12          CUSIP
NUMBERS.

     

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

     

    SECTION
2.13          OUTSTANDING
SECURITIES.

     

    Securities
of a series outstanding at any time are all Securities of such series
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section 2.13 as not outstanding.
Subject to the provisions of Section 8.04, a Security of a series does not cease
to be outstanding because the Company or an Affiliate of the Company holds the
Security.

     

    If a
Security is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected person (as such term is defined in
Section 8-303 of the Uniform Commercial Code).

     

    If the
Paying Agent segregates and holds in trust, in accordance with this Indenture,
on a redemption date or at Stated Maturity money sufficient to pay all principal
and interest payable on that date with respect to the Securities of a series (or
a portion thereof) to be redeemed or maturing, as the case may be, then on and
after that date such Securities (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    REDEMPTION
OF SECURITIES

     

    SECTION
3.01          REDEMPTION.

     

    (a)           The
Company may redeem the Securities of any series issued hereunder on and after
the dates and as set forth herein and except as otherwise specified in
accordance with the terms established for such series pursuant to Section 2.01
hereof.

     

    (b)           Unless
otherwise provided for in Section 2.01 hereof, the Company may redeem the
Securities of any series at any time at a redemption price equal to the greater
of (1) 100% of the principal amount of the Securities being redeemed plus
accrued and unpaid interest to the redemption date or (2) the make-whole amount
for the Securities of the series, if any,  being redeemed as provided
for in Section 2.01.

     

    SECTION
3.02          NOTICES TO
TRUSTEE.

     

    If the
Company elects to redeem Securities of any series issued hereunder pursuant to
Section 3.01, it shall notify the Trustee in writing of the redemption date and
the principal amount of Securities to be redeemed. The Company shall give each
notice to the Trustee provided for in this Section at least five days before the
giving of any notice of redemption unless the Trustee consents to a shorter
period. Such notice shall be accompanied by an Officers’ Certificate and an
Opinion of Counsel to the effect that such redemption will comply with the
conditions herein and such notice may be revoked at any time prior to the giving
of a notice to the Securityholders pursuant to Section 3.04.

     

    SECTION
3.03          SELECTION OF
SECURITIES TO BE REDEEMED.

     

    If fewer
than all the Securities of any series are to be redeemed, the Trustee shall
select the Securities to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any, and
that the Trustee in its sole discretion shall deem to be fair and appropriate
and in accordance with methods generally used at the time of selection by
fiduciaries in similar circumstances. The Trustee shall make the selection from
outstanding Securities of a series not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects to be redeemed shall be in principal amounts of $1,000 or a
whole multiple of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be redeemed.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SECTION
3.04          NOTICE OF
REDEMPTION.

     

    At least
30 days but not more than 60 days before a date for redemption of Securities of
any series, the Company shall mail a notice of redemption by first-class mail to
each Holder of Securities to be redeemed at such Holder’s registered
address.

     

    The
notice shall identify the Securities to be redeemed (including CUSIP numbers)
and shall state:

     

    (1)           the
redemption date;

     

    (2)           a
description of how the redemption price will be calculated;

     

    (3)           the
name and address of the Paying Agent;

     

    (4)           that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

     

    (5)           if
fewer than all the outstanding Securities of any series are to be redeemed, the
identification and principal amounts of the particular Securities to be
redeemed;

     

    (6)           that,
unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date; and

     

    (7)           that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Securities.

     

    The
Trustee shall give the notice of redemption in the Company’s name and at the
Company’s expense. The Company shall provide the Trustee with the information
required by this Section.  In such event the Company shall give the
Trustee 10 days (or such shorter notice as shall be agreed to by the
Trustee) prior notice prior to the delivery of the notice.

     

    SECTION
3.05          EFFECT OF
NOTICE OF REDEMPTION.

     

    Once
notice of redemption is mailed, Securities called for redemption become due and
payable on the redemption date and at the redemption price stated in the notice.
Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price stated in the notice, which shall include accrued interest to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date).
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder. The notice if given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SECTION
3.06          DEPOSIT OF
REDEMPTION PRICE.

     

    On or
prior to the redemption date, the Company shall deposit with the Paying Agent
(or, if the Company or a Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of all Securities to
be redeemed on such date other than Securities or portions of Securities called
for redemption which have been delivered by the Company to the Trustee for
cancellation. On or after the redemption date, interest shall cease to accrue on
such Securities or portions thereof called for redemption so long as the Company
has deposited with the Paying Agent funds sufficient to pay the principal of,
plus accrued but unpaid interest, if any, on the Securities to be
redeemed.

     

    SECTION
3.07          SECURITIES
REDEEMED IN PART.

     

    Upon
surrender of a Security that is redeemed in part, the Company shall execute and
the Trustee shall authenticate for the Holder (at the Company’s expense) a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered; provided, however, that the Depositary need not surrender a Global
Security for a partial redemption and may be authorized to make a notation on
such Global Security of such partial redemption.

     

    ARTICLE
IV

     

    COVENANTS

     

    SECTION
4.01          PAYMENT OF
SECURITIES.

     

    The
Company shall promptly pay the principal of and interest on the Securities on
the dates and in the manner provided herein and established with respect to such
Securities and in this Indenture. Principal and interest shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and
interest then due.

     

    Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by applicable law from principal or interest payments
hereunder.

     

    The
Company shall pay interest on overdue principal at the rate specified therefor
in the Securities, and subject to Section 2.11, it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SECTION
4.02          MAINTENANCE OF
OFFICE OR AGENCY FOR REGISTRATION OF TRANSFER, EXCHANGE AND PAYMENT OF
SECURITIES.

     

    So long
as any of the Securities shall remain outstanding, the Company shall maintain an
office or agency in the Borough of Manhattan, The City of New York, State of New
York, where the Securities of a series may be surrendered for exchange or
registration of transfer as in this Indenture provided, and where notices and
demands to or upon the Company in respect to such Securities may be served, and
where such Securities may be presented or surrendered for payment. The Company
may also from time to time designate one or more other offices or agencies where
Securities of a series may be presented or surrendered for any and all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, State of New York for such purposes. The Company shall
give to the Trustee prompt written notice of the location of any such office or
agency and of any change of location thereof. The Company initially appoints the
Trustee, [•], for each of said purposes. In case the Company shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, such surrenders,
presentations and demands may be made and notices may be served at the principal
office of the Trustee, and the Company hereby appoints the Trustee its agent to
receive at the aforesaid office all such surrenders, presentations, notices and
demands. The Trustee shall give the Company prompt notice of any change in
location of the Trustee’s principal office.

     

    SECTION
4.03          PROVISION AS
TO PAYING AGENT.

     

    (a)           If
the Company shall appoint one or more paying agents for all or any series of the
Securities (each a “Paying Agent” and collectively, the “Paying Agents”) other
than the Trustee, it shall cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall undertake, subject to the
provisions of this Section 4.03,

     

    (1)   
       that it shall hold all sums held by it
as such agent for the payment of the principal of or interest on the Securities
of any series such sums which have been paid to it by the Company (or by any
other obligor on the Securities) in trust for the benefit of the Holders of the
Securities of such series and shall notify the Trustee of the receipt of sums to
be so held,

     

    (2)  
        that it shall give the Trustee
notice of any failure by the Company (or by any other obligor on the Securities)
to make any payment of the principal of or interest on the Securities of any
series when the same shall be due and payable,

     

    (3)           that
it shall at any time during the continuance of any Event of Default specified in
Section 6.01(1) or 6.01(2), upon the written request of the Trustee, deliver to
the Trustee all sums so held in trust by it, and

     

    (4)           acknowledge,
accept and agree to comply in all aspects with the provisions of this Indenture
relating to the duties, rights and liabilities of such Paying
Agent.

     

    (b)           If
the Company shall not act as its own Paying Agent, it shall, by the opening of
business (New York City time) on each due date of the principal and interest on
any Security, deposit with such Paying Agent a sum in same day funds sufficient
to pay the principal of or interest so becoming due, such sum to be held in
trust for the benefit of the Holders of Securities of a series entitled to such
principal of or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee of its failure so to act.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (c) If
the Company shall act as its own Paying Agent, it shall, by the opening of
business (New York City time) on each due date of the principal and interest on
any Security, set aside, segregate and hold in trust for the benefit of the
persons entitled thereto, a sum sufficient to pay such principal or interest so
becoming due and shall notify the Trustee of any failure to take such
action.

     

    (d)
Anything in this Section 4.03 to the contrary notwithstanding, the Company may,
at any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it, or any Paying Agent hereunder, as required by this
Section 4.03, such sums to be held by the Trustee upon the trusts herein
contained.

     

    (e)
Anything in this Section 4.03 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 4.03 is subject to the provisions
of Sections 10.06 and 10.08.

     

    SECTION 4.04         
APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

     

    The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder with respect to each series of
Securities.

     

    SECTION
4.05          MAINTENANCE OF
CORPORATE EXISTENCE.

     

    So long
as any of the Securities shall remain outstanding, the Company shall at all
times (except as otherwise provided or permitted elsewhere in this Indenture) do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and franchises.

     

    SECTION
4.06          COMPLIANCE
CERTIFICATE.

     

    The
Company shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Company an Officers’ Certificate stating that in the course
of the performance by the signers of their duties as Responsible Officers of the
Company they would normally have knowledge of any Default and whether or not the
signers know of any Default or Event of Default that occurred during such
period. If they do, the certificate shall describe the Default or Event of
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section
314(a)(4).  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    SECTION
4.07          FURTHER
INSTRUMENTS AND ACTS.

     

    Upon
request of the Trustee or as necessary, the Company shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this
Indenture.

     

    SECTION
4.08          COMMISSION
REPORTS.

     

    Without regard to whether the Company
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Commission (so long as permitted by the
Commission) and provide the Trustee and Securityholders with such annual reports
and such information, documents and other reports as are specified in Sections
13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections, such information, documents and other reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections.  The Company also shall comply with
the other provisions of TIA Section 314(a).

    


    SECTION
4.09          WHEN COMPANY
MAY MERGE OR TRANSFER ASSETS.

     

    The
Company shall not, while any of the Securities remain outstanding, consolidate
or merge with or into any Person, or sell, lease, convey or otherwise dispose of
all or substantially all of its assets, or assign any of its obligations under
this Indenture or any series of Securities, to any Person, unless:

     

    (1)           either
(A) the Company shall be the surviving Person in the case of a consolidation or
merger or (B) the Person formed by or surviving such consolidation or merger (if
other than the Company), or to which such sale, lease, conveyance or other
disposition or arrangement shall be made (collectively, the “Successor
Company”), is a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia and the Successor
Company assumes by supplemental indenture in a form reasonably satisfactory to
the Trustee all of the obligations of the Company under this Indenture and under
the Securities;

     

    (2)           immediately
after giving effect to such transaction no Default shall have occurred and be
continuing; and

     

    (3)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indenture (if any) comply with this Indenture.

     

    The
Successor Company shall be the successor to the Company and shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, and the predecessor Company (except in the case of a
lease) shall be released from the obligation to pay the principal of and
interest on the Securities.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

     

    SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY

    AND
THE TRUSTEE

     

    SECTION
5.01          COMPANY TO
FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.

     

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

     

    (1)           not
more than 15 days after each regular record date (as defined in Section 2.03) a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the holders of each series of Securities as of such regular record
date, provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee by the Company, and

     

    (2)           at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

     

    provided,
however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar.

     

    SECTION
5.02          PRESERVATION
OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

     

    (a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities contained
in the most recent list furnished to it as provided in Section 2.12 and as to
the names and addresses of holders of Securities received by the Trustee in its
capacity as Security Registrar (if acting in such capacity).

     

    (b)           The
Trustee may destroy any list furnished to it as provided in Section 2.12 upon
receipt of a new list so furnished.

     

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

     

    (d)           Every
Securityholder, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Issuer nor the Trustee nor any agent of any of them
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with this Section 2.13,
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 this Section 2.13.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI

     

    DEFAULTS
AND REMEDIES

     

    SECTION
6.01          EVENTS OF
DEFAULT.

     

    An “Event
of Default” occurs with respect to a series of Securities if:

     

    (1)           the
Company defaults in any payment of interest on any of the Securities of that
series when the same becomes due and payable and such default continues for a
period of 30 days;

     

    (2)           the
Company defaults in the payment of the principal of any of the Securities of
that series when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon declaration or otherwise;

     

    (3)           the
Company fails to comply with any of its agreements in the Securities of that
series or this Indenture (other than those referred to in clauses (1) or (2)
above) and such failure continues for 90 days after the notice specified
below;

     

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

     

    
      	
               
      

            	
              (A)

            	
              commences
      a voluntary case;

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

            	
              consents
      to the appointment of a Custodian of it or for any substantial part of its
      property;

            


    

     

    
      	
               
      

            	
              (D)

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

            


    

     

    
      	
               
      

            	
              (E)

            	
              takes
      any comparable action under any foreign laws relating to insolvency;
      or

            


    

     

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

     

    (A)           is
for relief against the Company in an involuntary case;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (B)           appoints
a Custodian of the Company or for any substantial part of its property;
or

     

    (C)           orders
the winding up or liquidation of the Company;

     

    (D)           or
any similar relief is granted under any foreign laws

     

    and the
order, decree or relief remains unstayed and in effect for 60 days.

     

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

     

    The
foregoing shall constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected 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. No
Event of Default with respect to a single series of Securities issued hereunder
(and under or pursuant to any supplemental indenture, Officers’ Certificate or
Board Resolution) specific to such series shall constitute an Event of Default
with respect to any other series of Securities unless otherwise provided in this
Indenture or any supplemental indenture, Officers’ Certificate or Board
Resolution with respect to any other series of Securities.

     

    Notwithstanding
the foregoing, a default under Section 6.01(3) shall not constitute an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities of such series notify the Company of the default, by
registered or certified mail, and the Company does not cure such default within
the time specified in Section 6.01(3) after receipt of such notice. Such notice
must specify the default, demand that it be remedied and state that such notice
is a “Notice of Default.”

     

    The
Company shall deliver to the Trustee, promptly after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Event of Default
under clauses (4), (5), and (6) (with respect to clause (6), as provided with
respect to the Securities of that series pursuant to Section 2.01) and, within
60 days after the occurrence thereof, written notice of any event which with the
giving of notice or the lapse of time would become an Event of Default under
clauses (4) and (6) (with respect to clause (6), as provided with respect to the
Securities of that series pursuant to Section 2.01), its status and what action
the Company is taking or proposes to take with respect thereto.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    SECTION
6.02         
ACCELERATION.

     

    If an
Event of Default (other than an Event of Default specified in Section 6.01(4) or
(5)) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in outstanding principal amount of the Securities of
such series by notice to the Company and the Trustee, may declare the principal
of and accrued and unpaid interest on all the Securities of such series to be
due and payable. Upon such a declaration, such principal and interest shall be
due and payable immediately. If an Event of Default specified in Section 6.01(4)
or (5) occurs, the principal of and accrued and unpaid interest on all the
Securities of such series shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders. The Holders of a majority in principal amount of the Securities of such
series outstanding by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

     

    SECTION
6.03          OTHER
REMEDIES.

     

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

     

    The
Trustee may maintain a proceeding even if it does not possess any of the
Securities of such series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are
cumulative.

     

    SECTION
6.04          WAIVER OF PAST
DEFAULTS.

     

    The
Holders of a majority in outstanding principal amount of the Securities of such
series by notice to the Trustee may waive an existing Default and its
consequences except (i) a Default in the payment of the principal of or interest
on a Security, (ii) a Default arising from the failure to redeem or repurchase
any Security when required pursuant to Section 2.01, or (iii) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any
consequent right.

     

    SECTION
6.05          CONTROL BY
MAJORITY.

     

    The
Holders of a majority in outstanding principal amount of the Securities of such
series may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the Trustee reasonably determines is unduly prejudicial to the rights of
other Holders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SECTION
6.06          LIMITATION ON
SUITS.

     

    Except to
enforce the right to receive payment of principal or interest when due, no
Holder of Securities of a particular series may pursue any remedy with respect
to this Indenture or the Securities of such series unless:

     

    (1)          the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;

     

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

     

    (3)           such
Holder or Holders offer to the Trustee (consistent with Section
7.02(f)) security or indemnity satisfactory to it against any loss,
liability or expense;

     

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

     

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

     

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

     

    SECTION
6.07          RIGHTS OF
HOLDERS TO RECEIVE PAYMENT.

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

     

    SECTION
6.08          COLLECTION
SUIT BY TRUSTEE.

     

    If an
Event of Default specified in Section 6.01(1) or (2) occurs and is continuing,
the Trustee may recover judgment in its own name and as Trustee of an express
trust against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    SECTION
6.09          TRUSTEE MAY
FILE PROOFS OF CLAIM.

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company, its
Subsidiaries or their respective creditors or properties and, unless prohibited
by law or applicable regulations, may vote on behalf of the Holders in any
election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.07.

     

    SECTION
6.10          PRIORITIES.

     

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

     

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

     

    SECOND:
to Holders for amounts due and unpaid on the Securities of such series for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities of such series for
principal and interest, respectively; and

     

    THIRD: to
the Company, or as a court of competent jurisdiction may direct.

     

    Notwithstanding
anything to the contrary in Section 2.03, the Trustee may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. At least
15 days before such record date, the Company shall mail to each Holder and the
Trustee a notice that states the record date, the payment date and amount to be
paid.

     

    SECTION
6.11          UNDERTAKING
FOR COSTS.

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VII

     

    CONCERNING
THE TRUSTEE

     

    SECTION
7.01          DUTIES OF
TRUSTEE.

     

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

     

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

     

    (1)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

     

    (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, in the case of certificates or
opinions specifically required by any provision hereof to be furnished to it,
the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of any mathematical calculations or other facts stated
therein).

     

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

     

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

     

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

     

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

     

    (d)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.

     

    (e)           Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (f)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur 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 to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.

     

    (g)           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 7.01 and to the provisions of the TIA.

     

    SECTION
7.02          RIGHTS OF
TRUSTEE.

     

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

     

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

     

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

     

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

     

    (e)           The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

     

    (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
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 which might be incurred by it in compliance with such
request or direction.

     

    (g)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

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

     

    (i)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

     

    (j)           Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a company order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution.

    


    (k)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, 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 at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

     

    
      (l)           The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

    

    


    SECTION
7.03          INDIVIDUAL
RIGHTS OF TRUSTEE.

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

     

    SECTION
7.04          TRUSTEE’S
DISCLAIMER.

     

    The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, it shall
not be responsible for the use or application of any money received by any
Paying Agent (other than itself as Paying Agent), and it shall not be
responsible for any statement in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee’s certificate of authentication.

     

    SECTION
7.05          NOTICE OF
DEFAULTS.

     

    If a
Default or Event of Default occurs and is continuing and it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each Holder notice
of the Default or Event of Default within 60 days after it occurs or promptly
upon the Trustee’s attaining knowledge of such Default or Event of Default,
whichever comes first. Except in the case of a Default or Event of Default in
payment of principal of, or interest on, any Security, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Holders.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    SECTION
7.06          REPORTS BY
TRUSTEE TO HOLDERS.

     

    As
promptly as practicable after each May 15 beginning with the May 15 following
the date of this Indenture, and in any event prior to July 15 in each year, if
required by TIA Section 313, the Trustee shall mail to each Holder a brief
report dated as of such May 15 that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports required by TIA Section 313(c).

     

    A copy of
each report at the time of its mailing to Holders shall be filed by the Company
with the Commission and each stock exchange (if any) on which the Securities are
listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting
thereof.

     

    SECTION
7.07          COMPENSATION
AND INDEMNITY.

     

    The
Company shall pay to the Trustee from time to time, and the Trustee shall be
entitled to, compensation for its services as the Trustee and the Company shall
from time to time agree in writing. The Trustee’s compensation shall not be
limited by any law on compensation of a Trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, costs of
preparing and reviewing reports, certificates and other documents, costs of
preparation and mailing of notices to Holders and reasonable fees and expenses
of counsel retained by the Trustee in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts. The Company shall indemnify and hold harmless the Trustee against any
and all loss, liability, claim, damage or expense (including reasonable
attorneys’ fees and expenses) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this
Section 7.07) and of defending itself against any claims (whether asserted by
any Holder, the Company or otherwise). The Trustee, upon a Responsible Officer
receiving written notice thereof, shall notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee may have separate counsel and the Company shall
pay the fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense determined to
have been caused by the Trustee’s own willful misconduct or
negligence.

     

    To secure
the Company’s payment obligations in this Section 7.07, the Trustee shall have a
Lien prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities. The Trustee’s right to receive payment of any
amounts due under this Section 7.07 shall not be subordinate to any other
liability or indebtedness of the Company.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    The
Company’s payment obligations pursuant to this Section 7.07 shall survive the
discharge of this Indenture and the resignation or removal of the Trustee. When
the Trustee incurs expenses after the occurrence of a Default specified in
Section 6.01(4) or (5) with respect to the Company, the expenses are intended to
constitute expenses of administration under any Bankruptcy Law.

     

    SECTION
7.08          REPLACEMENT OF
TRUSTEE.

     

    The
Trustee may resign at any time by so notifying the Company. The Holders of a
majority in outstanding principal amount of the Securities of a series may
remove the Trustee by so notifying the Trustee and may appoint a successor
Trustee as to such series. The Company shall remove the Trustee if:

     

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

     

    (2)           the
Trustee is adjudged bankrupt or insolvent;

     

    (3)           a
receiver or other public officer takes charge of the Trustee or its property;
or

     

    (4)           the
Trustee otherwise becomes incapable of acting.

     

    If the
Trustee resigns, is removed by the Company, is removed by the Holders of a
majority in outstanding principal amount of the Securities of a series and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to the Securityholders.
The retiring Trustee shall (upon payment of its charges) promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 7.07.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in outstanding
principal amount of the Securities of a series at the expense of the Company may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     

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

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
7.09          SUCCESSOR
TRUSTEE BY MERGER.

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor
Trustee.

     

    If at the
time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture, any of the
Securities of a series shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and if at
that time any of the Securities of a series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name
of any predecessor hereunder or in the name of the successor to the Trustee; and
in all such cases such certificates shall have the full force which it is
anywhere in the Securities of a series or in this Indenture provided that the
certificate of the Trustee shall have.

     

    SECTION
7.10          ELIGIBILITY;
DISQUALIFICATION.

     

    The
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Trustee shall have a combined capital and surplus of at least $50 million as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

     

    SECTION
7.11          PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII

     

    CONCERNING
THE SECURITYHOLDERS

     

    SECTION
8.01          EVIDENCE OF
ACTION BY SECURITYHOLDERS.

     

    Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed in
writing. If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than the 180th day
after the record date.

     

    SECTION
8.02          PROOF OF
EXECUTION BY SECURITYHOLDERS.

     

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

     

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

     

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

     

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

     

    SECTION
8.03          WHO MAY BE
DEEMED OWNERS.

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
8.04          CERTAIN
SECURITIES OWNED BY COMPANY DISREGARDED.

     

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

     

    SECTION
8.05          ACTIONS
BINDING ON FUTURE SECURITYHOLDERS.

     

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

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
9.01          SUPPLEMENTAL
INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

     

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

     

    (1)           to
cure any ambiguity, defect, or inconsistency or to correct or supplement any
provision herein, in any supplemental indenture, or in the Securities of any
series or to comply with any requirements of the Securities Exchange Commission
in connection with the qualification of the Indenture under the Trust Indenture
Act;

     

    (2)           to
comply with Section 4.05;

     

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

     

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

     

    (5)           to
make any change that does not materially adversely affect the rights of any
Securityholder;

     

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

     

    (7)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 7.08; or

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (8)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided, however, that any such addition,
change or elimination not otherwise permitted under this Section 9.01 shall
neither 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
modify the rights of the Holder of any such Security with respect to such
provision and shall not materially and adversely affect the rights of Holders to
transfer Securities.

     

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

     

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

     

    SECTION
9.02          SUPPLEMENTAL
INDENTURES WITH CONSENT OF SECURITYHOLDERS.

     

    With the
consent (evidenced as provided in Section 8.01) of the holders of not less than
a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time outstanding,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then outstanding and affected thereby:

     

    (1)           change
the maturity of the principal of, or any installment of principal of or interest
on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof or the time at which
such redemption shall occur or permit redemption of any Security if not
otherwise permitted, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
change the coin or currency in which any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the maturity thereof (or, in the case of
redemption, on or after the redemption date), or

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (2)           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 of certain defaults
hereunder and their consequences provided for in this Indenture, or

     

    (3)           modify
any of the provisions of this Section or Section 6.04 relating to waivers of
default, except to increase any such percentage 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; provided, however,
that this clause shall not be deemed to require the consent of any holder with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the
requirements of Sections 7.08 and 9.01(7);

     

    (4)           change
or release other than in accordance herein any subsidiary guarantor that would
adversely affect the Securityholders; or

     

    (5)           modify
the provisions of this Indenture with respect to the subordination of such
Security in a manner adverse to the holder thereof.

     

    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of 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. It shall not be
necessary for the consent of the Securityholders of any series affected thereby
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     

    SECTION
9.03          EFFECT OF
SUPPLEMENTAL INDENTURES.

     

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

     

    SECTION
9.04          SECURITIES
AFFECTED BY SUPPLEMENTAL INDENTURES.

     

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

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    SECTION
9.05          EXECUTION OF
SUPPLEMENTAL INDENTURES.

     

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

     

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

     

    ARTICLE
X

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    SECTION
10.01        APPLICABILITY OF
ARTICLE.

     

    The
provisions of this Article X relating to discharge or defeasance of Securities
shall be applicable to each series of Securities except as otherwise specified
pursuant to Section 2.01 for Securities of such series.

     

    SECTION
10.02        SATISFACTION AND
DISCHARGE.

     

    This
Indenture will be discharged and will cease to be of further effect with respect
to a series of Securities (except as to any surviving rights of registration of
transfer or exchange of such series of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to such series, when:

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (1)           either
(A) all Securities of that series theretofore authenticated and delivered (other
than (i) any Securities that shall have been destroyed, lost or stolen and that
shall have been replaced or paid as provided in Section 2.07 and (ii) Securities
for whose payment money or noncallable Governmental Obligations have 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 10.06) have been delivered to the Trustee for cancellation; or (B) all
Securities of such series not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, or (ii) will by their terms become
due and payable within one year, or (iii) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds in trust for such purpose (x) moneys in an amount, or (y)
noncallable Governmental Obligations the scheduled principal of and interest on
which in accordance with their terms will provide, not later than the due date
of any payment, money in an amount, or (z) a combination thereof, sufficient, in
the case of (y) or (z), 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, at maturity or upon redemption,
all Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be;

     

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

     

    (3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all the conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to
such series of Securities have been complied with. Notwithstanding the
satisfaction and discharge of this Indenture with respect to a series of
Securities, the obligations of the Trustee under Section 7.07 and, if money and
or securities shall have been deposited with the Trustee pursuant to subclause
(iii) of clause (1) of this Section, the obligations of the Trustee under
Sections 10.05 and 10.06 shall survive such satisfaction and
discharge.

     

    SECTION
10.03        DEFEASANCE.

     

    (a)           Subject
to Sections 10.03(b) and 10.04, the Company at any time may terminate (1) all of
its obligations under a particular series of Securities and under this Indenture
with respect to that series of Securities (“legal defeasance option”) or (2)
with respect to a particular series of Securities, its obligations under
Sections 4.06, 4.07 and 4.08 and any other covenant made applicable to such
Securities pursuant to Section 2.01 (“covenant defeasance option”); provided,
however, no deposit under this Article X shall be effective to terminate the
obligations of the Company under a series of Securities or this Indenture with
respect to that series of Securities prior to 91 days following any such
deposit. The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    If the
Company exercises its legal defeasance option, payment of the Securities may not
be accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, payment of the Securities may not be accelerated
because of an Event of Default specified in Sections 6.01(3) due to a violation
of Sections 4.06, 4.07 and 4.08 and any other covenant made applicable to such
Securities pursuant to Section 2.01.

     

    Upon
satisfaction of the conditions set forth herein and upon request of the Company,
the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.

     

    (b)           The
Company’s obligations in Sections 2.05, 2.06, 2.07, 7.07 and 7.08 and this
Article X shall survive until the Securities have been paid in full. Thereafter,
the Company’s obligations in Sections 7.07 and 10.06 shall survive.

     

    SECTION
10.04          CONDITIONS TO
DEFEASANCE.

     

    The
Company may exercise its legal defeasance option or its covenant defeasance
option with respect to a series of Securities only if:

     

    (1)           the
Company irrevocably deposits in trust with the Trustee money or Governmental
Obligations for the payment of principal of and interest on that series of the
Securities to Stated Maturity or redemption, as the case may be;

     

    (2)           the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited
Governmental Obligations plus any deposited money without reinvestment will
provide cash at such times and in such amounts as will be sufficient to pay
principal and interest when due on all the Securities of that series to Stated
Maturity or redemption, as the case may be;

     

    (3)           91
days pass after the deposit is made and during the 91-day period no Default
specified in Sections 6.01(4) or (5) occurs which is continuing at the end of
the periods;

     

    (4)           the
deposit does not constitute a default under any other agreement binding on the
Company;

     

    (5)           the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (6)           in
the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (B) since
the date of this Indenture there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Securityholders 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 legal
defeasance had not occurred;

     

    (7)           in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Securityholders shall
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and shall 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;

     

    (8)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities and this Indenture as contemplated by this Article X
have been complied with; and

     

    (9)           
such defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Company
in connection therewith as contemplated by Section 2.01.

     

    Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date in accordance with Article
III.

     

    SECTION
10.05        APPLICATION OF TRUST
MONEY.

     

    The
Trustee shall hold in trust money or Governmental Obligations deposited with it
pursuant to this Article X. It shall apply the deposited money and the money
from Governmental Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the
Securities.

     

    SECTION
10.06        REPAYMENT TO
COMPANY.

     

    The
Trustee and the Paying Agent shall promptly turn over to the Company upon
request any excess money or securities held by them on account of any series of
Securities in accordance with this Article X upon payment of all principal of
and interest on the Securities of that series. Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal of or
interest on the Securities that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as general creditors.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    SECTION
10.07        INDEMNITY FOR
GOVERNMENTAL OBLIGATIONS.

     

    The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited Governmental Obligations or the
principal and interest received on such Governmental Obligations.

     

    SECTION
10.08       
REINSTATEMENT.

     

    If the
Trustee or Paying Agent is unable to apply any money or Governmental Obligations
in accordance with this Article X by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to this Article X until such time as
the Trustee or Paying Agent is permitted to apply all such money or Governmental
Obligations in accordance with this Article X; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or Governmental Obligations held by the Trustee or Paying
Agent.

     

    ARTICLE
XI

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    SECTION
11.01        NO
RECOURSE.

     

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

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XII

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION
12.01        EFFECT ON SUCCESSORS
AND ASSIGNS.

     

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

     

    SECTION
12.02        ACTIONS BY
SUCCESSOR.

     

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

     

    SECTION
12.03        SURRENDER OF COMPANY
POWERS.

     

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

     

    SECTION
12.04        NOTICES.

     

    Except as
otherwise expressly provided herein any notice, instruction, request or demand
that by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities to or on the Company may
be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: 1000 Sagamore Parkway South,
Lafayette, IN 47905. Any notice, election, request or demand by the Company or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

     

    SECTION
12.05        GOVERNING
LAW.

     

    This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State, but without giving effect to the
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    SECTION
12.06        TREATMENT OF SECURITIES
AS DEBT.

     

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

     

    SECTION
12.07        COMPLIANCE
CERTIFICATES AND OPINIONS.

     

    (a)           Upon
any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company, shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with.

     

    (b)           Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include

     

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

     

    (ii)          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;

     

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

     

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

     

    SECTION
12.08        PAYMENTS ON BUSINESS
DAYS.

     

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

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    SECTION
12.09        CONFLICT WITH TRUST
INDENTURE ACT.

     

    If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may
be.

     

    SECTION
12.10        COUNTERPARTS.

     

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

     

    SECTION
12.11        SEPARABILITY.

     

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

     

    SECTION
12.12        ASSIGNMENT.

     

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

     

    SECTION
12.13        WAIVER OF JURY
TRIAL.

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    SECTION
12.14        FORCE MAJEURE.

     

    In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.

     

    ARTICLE
XIII

     

    SUBORDINATION
OF SECURITIES

     

    SECTION
13.01        SUBORDINATION
TERMS.

     

    The
payment by the Company of the principal of, premium, if any, and interest on any
series of Securities issued hereunder shall be subordinated to the extent set
forth in an indenture supplemental hereto relating to such
Securities.

     

    
      SECTION
13.02        NOTICE
TO TRUSTEE.

      


      The
Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Failure to give such notice shall not affect the
subordination of the Securities to Senior Indebtedness. Notwithstanding the
provisions of this or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof at its
Corporate Trust Office from the Company or a holder of Senior Indebtedness or
from any trustee or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01, shall be
entitled in all respects to assume that no such facts exist; provided, however, that if a
Responsible Officer of the Trustee shall not have received, at least three
Business Days prior to the date upon which by the terms hereof any such money
may become payable for any purpose (including, without limitation, the payment
of the principal amount, issue price, accrued original issue discount,
redemption price, purchase price, change in control purchase price or interest,
if any, as the case may be, in respect of any Security), the notice with respect
to such money provided for in this Section 13.02, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it within three Business Days prior to such
date.

      


      Subject
to the provisions of Section 7.01, the Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such
holder) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or agent on behalf of any such holder). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such person, the
extent to which such person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment which it may be required to make for the benefit of such person pursuant
to the terms of this Indenture pending judicial determination as to the rights
of such person to receive such payment.

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

      


      SECTION 13.03        RELIANCE
ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

      


      Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee, subject to the provisions of Section 7.01, and the Securityholders
shall be entitled to conclusively rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

      


      SECTION 13.04        TRUSTEE
NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS.

      


      The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in
good faith mistakenly pay over or distribute to Securityholders or to the
Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.
With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Indebtedness shall be read into this Indenture
against the Trustee.

      


      SECTION 13.05        RIGHTS
OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE'S
RIGHTS.

      


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

      


      Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07.

    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      	
                              WABASH
      NATIONAL CORPORATION

                            
	 
      
	
                              By:

                            
	 
      
	
                              Name:

                            
	 
      
	
                              Title:

                            
	 
      
	 
      
	
                              THE BANK
      OF NEW YORK MELLON TRUST COMPANY, N.A., as

                              Trustee

                            
	 
      
	
                              By:

                            
	 
      
	
                              Name:

                            
	 
      
	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        51