kl02070_ex4-1.htm


    
      

    

     

    Exhibit
4.1

     

     

     

     

    GENCO
SHIPPING & TRADING LIMITED

     

    ________________

    


    INDENTURE

    


    DATED AS
OF
[                                                                ],
20__

    


    ________________

    


    [                                ]

    


    Trustee

    ________________

     

     

    
 

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    CROSS-REFERENCE
TABLE*

     

    
      
        	
                Trust
      Indenture

                Act
      Section

              	 
      	
                Indenture
      Section

              
	 
      	 
      	 
      
	
                310(a)(1)

              	 
      	
                7.10

              
	
                (a)(2)

              	 
      	
                7.10

              
	
                (a)(3)

              	 
      	
                N.A.

              
	
                (a)(4)

              	 
      	
                N.A.

              
	
                (a)(5)

              	 
      	
                7.10

              
	
                (b)

              	 
      	
                7.10

              
	
                (c)

              	 
      	
                N.A.

              
	
                311(a)

              	 
      	
                7.11

              
	
                (b)

              	 
      	
                7.11

              
	
                (c)

              	 
      	
                N.A.

              
	
                312(a)

              	 
      	
                2.06

              
	
                (b)

              	 
      	
                11.03

              
	
                (c)

              	 
      	
                11.03

              
	
                313(a)

              	 
      	
                7.06

              
	
                (b)(2)

              	 
      	
                7.06;
      7.07

              
	
                (c)

              	 
      	
                7.06;
      11.02

              
	
                (d)

              	 
      	
                7.06

              
	
                314(a)

              	 
      	
                4.03;
      11.02

              
	
                (b)

              	 
      	
                N.A.

              
	
                (c)(1)

              	 
      	
                11.04

              
	
                (c)(2)

              	 
      	
                11.04

              
	
                (c)(3)

              	 
      	
                N.A.

              
	
                (d)

              	 
      	
                N.A.

              
	
                (e)

              	 
      	
                11.05

              
	
                (f)

              	 
      	
                N.A.

              
	
                315(a)

              	 
      	
                7.01

              
	
                (b)

              	 
      	
                7.05;
      11.02

              
	
                (c)

              	 
      	
                7.01

              
	
                (d)

              	 
      	
                7.01

              
	
                (e)

              	 
      	
                6.11

              
	
                316(a)
      (last sentence)

              	 
      	
                2.10

              
	
                (a)(1)(A)

              	 
      	
                6.05

              
	
                (a)(1)(B)

              	 
      	
                6.04

              
	
                (a)(2)

              	 
      	
                N.A.

              
	
                (b)

              	 
      	
                6.07

              
	
                (c)

              	 
      	
                2.13

              
	
                317(a)(1)

              	 
      	
                6.08

              
	
                (a)(2)

              	 
      	
                6.09

              
	
                (b)

              	 
      	
                2.05

              
	
                318(a)

              	 
      	
                11.01

              
	
                (b)

              	 
      	
                N.A.

              
	
                (c)

              	 
      	
                11.01

              


      

    

    N.A.
means not applicable.

    


    
      	
              *

            	
              This
      Cross-Reference Table is not part of this
  Indenture.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    TABLE
OF CONTENTS

     

                                                                                                                                                                                                                                                                                                                                  
Page

     

     

    
      	
               

            	
              ARTICLE
      1.

            	
              DEFINITIONS
      AND INCORPORATION BY REFERENCE

            	1
	 	
                  Section
      1.01

            	
              Definitions

            	1
	 	
                  Section
      1.02

            	
              Other
      Definitions

            	6
	 	
                  Section
      1.03

            	Incorporation by
      Reference of Trust Indenture Act	6
	 	
                  Section
      1.04

            	
              Rules
      of Construction.

            	7
	 	 	 	 
	 	
              ARTICLE
      2.

            	THE NOTES	7
	 	
                  Section
      2.01

            	Issuable in
      Series	7
	 	
                  Section
      2.02

            	Establishment of
      Terms of Series of Notes	7
	 	
                  Section
      2.03

            	
              Execution
      and Authentication 

            	10
	 	
                  Section
      2.04

            	
              Registrar
      and Paying Agent

            	10
	 	
                  Section
      2.05

            	
              Paying
      Agent to Hold Money in Trust 

            	11
	 	
                  Section
      2.06

            	
              Holder
      Lists 

            	11
	 	
                  Section
      2.07

            	
              Transfer
      and Exchange 

            	11
	 	
                  Section
      2.08

            	Replacement
      Notes	12
	 	
                  Section
      2.09

            	Outstanding
      Notes	12
	 	
                  Section
      2.10

            	Treasury
    Notes	12
	 	
                  Section
      2.11

            	Temporary
      Notes	13
	 	
                  Section
      2.12

            	
              Cancellation 

            	13
	 	
                  Section
      2.13

            	Defaulted
      Interest	13
	 	
                  Section
      2.14

            	
              Global
      Notes 

            	13
	 	
                  Section
      2.15

            	
              CUSIP
      Number 

            	14
	 	 	 	 
	 	
              ARTICLE
      3. 

            	
              REDEMPTION
      AND PREPAYMENT 

            	15
	 	
                  Section
      3.01

            	
              Notice
      to Trustee 

            	15
	 	
                  Section
      3.02

            	Selection of Notes
      to Be Redeemed	15
	 	
                  Section
      3.03

            	Notice of
      Redemption	15
	 	
                  Section
      3.04

            	
              Effect
      of Notice of Redemption 

            	16
	 	
                  Section
      3.05

            	
              Deposit
      of Redemption Price 

            	16
	 	
                  Section
      3.06

            	Notes Redeemed in
      Part	17
	 	 	 	 
	 	
              ARTICLE
      4.

            	
              COVENANTS 

            	17
	 	
                  Section
      4.01 

            	Payment of Principal
      and Interest	17 
	 	
                  Section
      4.02

            	Maintenance of
      Office or Agency	17 
	 	
                  Section
      4.03

            	Reports	18 
	 	
                  Section
      4.04

            	Compliance
      Certificate	18 
	 	
                  Section
      4.05

            	
              Taxes 

            	19 
	 	
                  Section
      4.06

            	Stay, Extension and
      Usury Laws	19 
	 	
                  Section
      4.07

            	
              Corporate
      Existence 

            	19 
	 	 	 	 
	 	
              ARTICLE
      5.

            	
              SUCCESSORS 

            	19 
	 	
                  Section
      5.01

            	
              Merger,
      Consolidation or Sale of Assets 

            	19 
	 	 	 	 


       

       

      i

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	 	 	 	 
	 	
                  Section
      5.02

            	
              Successor
      Corporation Substituted 

            	20 
	 	 	 	 
	 	
              ARTICLE
      6.

            	DEFAULTS AND
      REMEDIES	21 
	 	
                  Section
      6.01

            	
              Events
      of Default 

            	21 
	 	
                  Section
      6.02

            	
              Acceleration 

            	22 
	 	
                  Section
      6.03

            	Other
    Remedies	22 
	 	
                  Section
      6.04

            	
              Waiver
      of Past Defaults 

            	23 
	 	
                  Section
      6.05

            	Control by
      Majority	23 
	 	
                  Section
      6.06

            	Limitation on
      Suits	23 
	 	
                  Section
      6.07

            	
              Rights
      of Holders of Notes to Receive Payment 

            	24 
	 	
                  Section
      6.08

            	
              Collection
      Suit by Trustee 

            	24 
	 	
                  Section
      6.09

            	
              Trustee
      May File Proofs of Claim 

            	24 
	 	
                  Section
      6.10

            	Priorities	25 
	 	
                  Section
      6.11

            	Undertaking for
      Costs	25 
	 	 	 	 
	 	
              ARTICLE
      7.

            	TRUSTEE	25 
	 	
                  Section
      7.01

            	Duties of
      Trustee	25 
	 	
                  Section
      7.02

            	Rights of
      Trustee	26 
	 	
                  Section
      7.03

            	
              Individual
      Rights of Trustee 

            	27 
	 	
                  Section
      7.04

            	Trustee’s
      Disclaimer	28 
	 	
                  Section
      7.05

            	
              Notice
      of Defaults 

            	28 
	 	
                  Section
      7.06

            	
              Reports
      by Trustee to Holders of the Notes 

            	28 
	 	
                  Section
      7.07

            	
              Compensation
      and Indemnity 

            	28 
	 	
                  Section
      7.08

            	
              Replacement
      of Trustee 

            	29 
	 	
                  Section
      7.09

            	
              Successor
      Trustee by Merger, Etc. 

            	30 
	 	
                  Section
      7.10

            	
              Eligibility;
      Disqualification 

            	30 
	 	
                  Section
      7.11

            	
              Preferential
      Collection of Claims Against Company

            	31 
	 	
                  Section
      7.12

            	
              Trustee’s
      Application for Instructions from the Company 

            	31 
	 	 	 	 
	 	ARTICLE 8.	LEGAL DEFEASANCE AND
      COVENANT DEFEASANCE	31 
	 	    Section
      8.01	Option to Effect
      Legal Defeasance or Covenant Defeasance	31 
	 	    Section
      8.02	Legal Defeasance and
      Discharge	31 
	 	    Section
      8.03	Covenant
      Defeasance	32 
	 	    Section
      8.04	Conditions to Legal
      or Covenant Defeasance	32 
	 	    Section
      8.05	Deposited Money and
      Government Securities to Be Held in Trust; Other Miscellaneous
      Provisions	33 
	 	    Section
      8.06	Repayment to
      Company	34 
	 	    Section
      8.07 	Reinstatement	34 
	 	 	 	 
	 	ARTICLE 9.	AMENDMENT,
      SUPPLEMENT AND WAIVER	35 
	 	    Section
      9.01	Without Consent of
      Holders of Notes	35 
	 	    Section
      9.02 	With Consent of
      Holders of Notes 	36 
	 	    Section
      9.03 	Compliance with
      Trust Indenture Act 	37 
	 	    Section
      9.04 	Revocation and
      Effect of Consents	37 
	 	    Section
      9.05 	Notation on or
      Exchange of Notes 	37 
	 	    Section
      9.06 	Trustee
      Protected 	37 
	 	 	 	 


       

       

      ii

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	 	 	 	 
	 	ARTICLE
      10. 	SATISFACTION AND
      DISCHARGE	37 
	 	    Section
      10.01 	Satisfaction and
      Discharg	37 
	 	    Section
      10.02	Application of Trust
      Money 	38 
	 	 	 	 
	 	ARTICLE
      11. 	MISCELLANEOUS 	39 
	 	    Section
      11.01 	Trust Indenture Act
      Controls	39 
	 	    Section
      11.02 	Notices 	39 
	 	    Section
      11.03 	Communication by
      Holders of Notes with Other Holders of Notes 	40 
	 	    Section
      11.04 	Certificate and
      Opinion as to Conditions Precendent	40 
	 	    Section
      11.05 	Statements Required
      in Certificate	40 
	 	    Section
      11.06	Rules by Trustee and
      Agents 	40 
	 	    Section
      11.07 	Calculation of
      Foreign Currency Amounts 	41 
	 	    Section
      11.08 	No Personal
      Liability of Diretors, Officers, Employees and
Stockholders 	41 
	 	    Section
      11.09 	Governing
    Law	41 
	 	    Section
      11.10 	No Adverse
      Interpretation of Other Agreements 	41 
	 	    Section
      11.11 	Successors 	41 
	 	    Section
      11.12 	Severability 	41 
	 	    Section
      11.13 	Counterpart
      Originals 	41 
	 	    Section
      11.14 	Table of Contents,
      Headings, Etc. 	42 
	 	 	 	 
	 	ARTICLE
12.	SINKING
    FUNDS	42
	 	    Section
      12.01 	Applicability of
      Article 	42 
	 	    Section
      12.02 	Satisfaction of
      Sinking Fund Payments with Notes 	42 
	 	    Section
      12.03 	Redemption of Notes
      for Sinking Fund 	43
	 	 	 	 


    

     

     

     

    iii



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    INDENTURE
dated as of
[                    ],
20__ between Genco Shipping & Trading Limited, a Marshall Islands
corporation (the “Company”), and
[                                       ],
as trustee (the “Trustee”).

     

    The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the Notes issued under this
Indenture.

     

    ARTICLE
1.

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

    Section 1.01 Definitions.

     

    “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, that beneficial
ownership of 10% or more of the Voting Stock of a Person shall be deemed to be
in control. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative
meanings.

     

    “Agent” means any Registrar,
Paying Agent or co-registrar.

     

    “Attributable Debt” in respect
of a sale and leaseback transaction means, at the time of determination, the
present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.

     

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

     

    “Board of
Directors” means:

     

    
      	
               
      

            	
              (1)

            	
              with
      respect to a corporation, the board of directors of the corporation or any
      committee thereof duly authorized to act on behalf of such
      board;

            


    

     

    
      	
               
      

            	
              (2)

            	
              with
      respect to a partnership, the Board of Directors of the general partner of
      the partnership;

            


    

     

    
      	
               
      

            	
              (3)

            	
              with
      respect to a limited liability company, the managing member or members or
      any controlling committee of managing members or managers thereof;
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              with
      respect to any other Person, the board or committee of such Person serving
      a similar function.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

    “Business Day” means any day
other than a Legal Holiday.

     

    “Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the
liability in respect of a capital lease that would at that time be required to
be capitalized on a balance sheet in accordance with GAAP.

     

    “Capital
Stock” means:

     

    
      	
               
      

            	
              (1)

            	
              in
      the case of a corporation, corporate
stock;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the case of an association or business entity, any and all shares,
      interests, participations, rights or other equivalents, however
      designated, of corporate stock;

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      the case of a partnership or limited liability company, partnership or
      membership interests, whether general or limited;
  and

            


    

     

    
      	
               
      

            	
              (4)

            	
              any
      other interest or participation that confers on a Person the right to
      receive a share of the profits and losses of, or distributions of assets
      of, the issuing Person.

            


    

     

    “Company” means Genco Shipping
& Trading Limited, a Marshall Islands corporation and any and all successors
thereto.

     

    “Company Order” means a
written order signed in the name of the Company by the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company.

     

    “Corporate Trust Office of the
Trustee” shall be at the address of the Trustee specified in Section
11.02 hereof or such other address as to which the Trustee may give notice to
the Company.

     

    “Custodian” means the Trustee,
as custodian with respect to the Global Notes, or any successor entity
thereto.

     

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

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    “ECU” means the European
Currency Unit as determined by the Commission of the European
Union.

     

    “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital
Stock, but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

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

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board and such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are
applicable as of the date of this Indenture.

     

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

     

    “Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.

     

    “Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person
under:

     

    
      	
               
      

            	
              (1)

            	
              interest
      rate swap agreements, interest rate cap agreements and interest rate
      collar agreements; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              other
      agreements or arrangements in respect of such Person’s exposure to
      fluctuations in commodity prices, currency exchange rates or interest
      rates and, in each case, not entered into for speculative
      purposes.

            


    

     

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

     

    “Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person, whether or not
contingent:

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (1)

            	
              in
      respect of borrowed money;

            


    

     

    
      	
               
      

            	
              (2)

            	
              evidenced
      by bonds, notes, debentures or similar instruments or letters of credit,
      or reimbursement agreements in respect
thereof;

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      respect of banker’s acceptances;

            


    

     

    
      	
               
      

            	
              (4)

            	
              representing
      Capital Lease Obligations;

            


    

     

    
      	
               
      

            	
              (5)

            	
              representing
      the balance deferred and unpaid of the purchase price of any property,
      except any such balance that constitutes an accrued expense or trade
      payable; or

            


    

     

    
      	
               
      

            	
              (6)

            	
              representing
      any Hedging Obligations,

            


    

     

    if and to
the extent any of the preceding items, other than letters of credit and Hedging
Obligations, would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person, whether or not such Indebtedness is assumed by the specified
Person.

     

    The
amount of any Indebtedness outstanding as of any date shall be:

     

    
      	
               
      

            	
              (1)

            	
              the
      accreted value of the Indebtedness, in the case of any Indebtedness that
      does not require the current payment of interest;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              principal
      amount of the Indebtedness, together with any interest on the Indebtedness
      that is more than 30 days past due, in the case of any other
      Indebtedness.

            


    

     

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

     

    “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York, the city in which the principal office of the Trustee is located or at a
place of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue on such payment for the intervening
period.

     

    “Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or
other title retention agreement or any lease in the nature thereof; provided that in no event
shall an operating lease be deemed to constitute a Lien.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    “Notes” means notes or other
debt instruments of the Company of any Series issued under this
Indenture.

     

    “Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person.

     

    “Officer’s Certificate” means
a certificate signed on behalf of the Company by an Officer of the Company that
meets the requirements of Sections 11.04 and 11.05 hereof.

     

    “Opinion of Counsel” means an
opinion from legal counsel who is acceptable to the Trustee, that meets the
requirements of Sections 11.04 and 11.05 hereof. The counsel may be an employee
of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

     

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

     

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

     

    “SEC” means the Securities and
Exchange Commission.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

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

     

    “Stated Maturity” means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

     

    “Subsidiary” means, with
respect to any specified Person:

     

    
      	
               
      

            	
              (1)

            	
              any
      corporation, association or other business entity of which more than 50%
      of the total voting power of shares of Capital Stock entitled, without
      regard to the occurrence of any contingency, to vote in the election of
      directors, managers or trustees thereof is at the time owned or
      controlled, directly or indirectly, by such Person;
  and

            


    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (2)

            	
              partnership
      (a) the sole general partner or the managing general partner of which is
      such Person or an entity described in clause (1) and related to such
      Person or (b) the only general partners of which are such Person or one or
      more entities described in clause (1) and related to such Person, or any
      combination thereof.

            


    

     

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

     

    “Trustee” means the person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean each person who is then a
Trustee hereunder, and if at any time there is more than one such person,
“Trustee” as used with respect to the Notes of any Series shall mean the Trustee
with respect to Notes of that Series.

     

    “Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such
Person.

     

    Section 1.02 Other
Definitions

     

    
      
        
          	
                  Term

                	 
      	
                  Defined
      in

                  Section

                
	
                  “Authentication
      Order”

                	 
      	
                  2.03

                
	
                  “Covenant
      Defeasance”

                	 
      	
                  8.03

                
	
                  “Event
      of Default”

                	 
      	
                  6.01

                
	
                  “Legal
      Defeasance”

                	 
      	
                  8.02

                
	
                  “Mandatory
      Sinking Fund Payment”

                	 
      	
                  12.01

                
	
                  “Optional
      Sinking Fund Payment”

                	 
      	
                  12.01

                
	
                  “Paying
      Agent”

                	 
      	
                  2.04

                
	
                  “Registrar”

                	 
      	
                  2.04

                
	 
      	 
      	 
      


        

      

    

     

    Section
1.03 Incorporation
by Reference of Trust Indenture Act

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     

    The
following TIA terms used in this Indenture have the following
meanings:

     

    “Commission” means the
SEC;

     

    “indenture securities” means
the Notes;

     

    “indenture security holder”
means a Holder of a Note;

     

    “indenture to be qualified”
means this Indenture;

     

    “indenture trustee” or “institutional trustee” means
the Trustee; and

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    Section
1.04 Rules
of Construction.

     

    Unless
the context otherwise requires:

     

    
      	
               
      

            	
              (1)

            	
              a
      term has the meaning assigned to
it;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

            	
              “or”
      is not exclusive;

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

            	
              apply
      to successive events and transactions;
and

            


    

     

    
      	
               
      

            	
              (6)

            	
              references
      to sections of or rules under the Securities Act shall be deemed to
      include substitute, replacement or successor sections or rules adopted by
      the SEC from time to time.

            


    

     

    ARTICLE
2.

    THE
NOTES

     

    Section
2.01 Issuable
in Series.

     

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

     

    Section 2.02 Establishment
of Terms of Series of Notes.

     

    At or
prior to the issuance of any Notes within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.02(a) and
either as to such Notes within the Series or as to the Series generally in the
case of Subsections 2.02(b) through 2.02(v)) by or

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    pursuant
to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or an Officer’s Certificate pursuant to
authority granted under a Board Resolution:

     

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

     

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

     

    (c)    any limit
upon the aggregate principal amount of the Notes of the Series which may be
authenticated and delivered under this Indenture (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Notes of the Series pursuant to Sections 2.07, 2.08, 2.11, 3.06 or
9.05);

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    (k)   the forms
of the Notes of the Series in bearer or fully registered form (and, if in fully
registered form, whether the Notes will be issuable as Global
Notes);

     

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

     

    (m)     the
currency of denomination of the Notes of the Series, which may be Dollars or any
Foreign Currency, including, but not limited to, the ECU, and if such currency
of denomination is a composite currency other than the ECU, the agency or
organization, if any, responsible for overseeing such composite
currency;

     

    (n)   the
designation of the currency, currencies or currency units in which payment of
the principal of and interest, if any, on the Notes of the Series will be
made;

     

    (o)   if
payments of principal of or interest, if any, on the Notes of the Series are to
be made in one or more currencies or currency units other than that or those in
which such Notes are denominated, the manner in which the exchange rate with
respect to such payments will be determined;

     

    (p)   the
manner in which the amounts of payment of principal of or interest, if any, on
the Notes of the Series will be determined, if such amounts may be determined by
reference to an index based on a currency or currencies or by reference to a
commodity, commodity index, stock exchange index or financial
index;

     

    (q)   the
provisions, if any, relating to any security or guarantee provided for the Notes
of the Series, and any subordination in right of payment, if any, of the Notes
of the Series;

     

    (r)    the
provisions, if any, relating to any conversion or exchange right of the Notes of
the Series;

     

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

     

    (t)    any
addition to or change in the covenants set forth in Articles 4 or 5 which
applies to Notes of the Series;

     

    (u)   any other
terms of the Notes of the Series (which may modify or delete any provision of
this Indenture insofar as it applies to such Series);

     

    (v)   any
depositories, authenticating agents, paying agents, registrars, calculation
agents, exchange rate agents, conversion agents or other agents with respect to
Notes of such Series if other than those appointed herein; and

     

    (w)   the
conditions, if any, under which a default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Subsidiaries) will constitute an Event of Default with respect to Notes of the
Series.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    All Notes
of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or
pursuant to the Board Resolution, supplemental indenture hereto or Officer’s
Certificate referred to above, and the authorized principal amount of any Series
may not be increased to provide for issuances of additional Notes of such
Series, unless otherwise provided in such Board Resolution, supplemental
indenture or Officer’s Certificate.

     

    Section 2.03 Execution
and Authentication.

     

    One
Officer shall sign the Notes for the Company by manual or facsimile signature.
If an Officer whose signature is on a Note no longer holds that office at the
time such Note is authenticated, such Note shall nevertheless be
valid.

     

    A Note
shall not be valid until authenticated by the manual signature of the Trustee.
The signature shall be conclusive evidence that the Note, as applicable, has
been authenticated under this Indenture.

     

    The
Trustee shall, upon a written order of the Company signed by one Officer (an
“Authentication
Order”), authenticate Notes for original issue in accordance with this
Indenture.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the
Company.

     

    Section 2.04 Registrar
and Paying Agent.

     

    The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying Agent”). The Registrar
shall keep a register with respect to each Series of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term “Registrar” includes any co-registrar
and the term “Paying Agent” includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

     

    The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Custodian with respect to the Global Notes.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    Section
2.05 Paying
Agent to Hold Money in Trust.

     

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

     

    Section
2.06 Holder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of each
Series of Notes and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee, at least
by the record date for the interest payable on any  interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders of each Series of Notes and the Company shall otherwise
comply with TIA Section 312(a).

     

    Section
2.07 Transfer
and Exchange.

     

    Where
Notes of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Notes of the same Series, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate Notes
at the Registrar’s request. No service charge shall be made for any registration
of transfer or exchange (except as otherwise expressly permitted herein), but
the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.06 or 9.05).

     

    Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Notes of any Series for the period beginning at the
opening of business fifteen days immediately preceding the mailing of a notice
of redemption of Notes of that Series selected for redemption and ending at the
close of business on the day of such mailing, or (b) to register the transfer of
or exchange Notes of any Series selected, called or being called for redemption
as a whole or the portion being redeemed of any such Notes selected, called or
being called for redemption in part.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    Section
2.08 Replacement
Notes.

     

    If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note of the same Series if the Trustee’s
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a
Note.

     

    Every
replacement Note of any Series is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes of that Series duly issued
hereunder.

     

    Section
2.09 Outstanding
Notes.

     

    The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.10 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

     

    If a Note
is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.

     

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

     

    If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue
interest.

     

    Section
2.10 Treasury
Notes.

     

    In
determining whether the Holders of the required principal amount of Notes of a
Series have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes of a Series that a Responsible Officer of the Trustee actually knows
are so owned shall be so disregarded.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Section
2.11 Temporary
Notes.

     

    Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary
Notes.

     

    Holders
of temporary Notes shall be entitled to all of the benefits of this
Indenture.

     

    Section
2.12 Cancellation.

     

    The
Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one
else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy canceled Notes (subject
to the record retention requirement of the Exchange Act). The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.

     

    Section
2.13 Defaulted
Interest.

     

    If the
Company defaults in a payment of interest on a Series of Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders of
the Series on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders
of the Series a notice that states the special record date, the related payment
date and the amount of such interest to be paid.

     

    Section
2.14 Global
Notes.

     

    (a) Terms of
Notes.  A Board Resolution, a supplemental indenture hereto or
an Officer’s Certificate shall establish whether the Notes of a Series shall be
issued in whole or in part in the form of one or more Global Notes and the
Depositary for such Global Note or Notes.

     

    (b) Transfer and
Exchange.  Notwithstanding any provisions to the contrary
contained in Section 2.07 hereof and in addition thereto, any Global Note shall
be exchangeable pursuant to Section 2.07 of the Indenture for Notes registered
in the names of Holders other than the Depositary for such Note or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Note or if at any time such Depositary
ceases to be a clearing agency registered under the Exchange Act, and, in either
case,

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    the
Company fails to appoint a successor Depositary registered as a clearing agency
under the Exchange Act within 90 days of such event, (ii) the Company executes
and delivers to the Trustee an Officer’s Certificate to the effect that such
Global Note shall be so exchangeable or (iii) an Event of Default with respect
to the Notes represented by such Global Note shall have happened and be
continuing. Any Global Note that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Notes registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Note with like tenor and terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
2.15 CUSIP
Number.

     

    The
Company in issuing the Notes 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 Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed
on

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.

     

    ARTICLE
3.

    REDEMPTION
AND PREPAYMENT

     

    Section
3.01 Notice
to Trustee.

     

    The
Company may, with respect to any Series of Notes, reserve the right to redeem
and pay the Series of Notes or may covenant to redeem and pay the Series of
Notes or any part thereof prior to the Stated Maturity thereof at such time and
on such terms as provided for in such Notes. If a Series of Notes is redeemable
and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Notes pursuant to the terms of such Notes,
it shall notify the Trustee of the redemption date and the principal amount of
Series of Notes to be redeemed. The Company shall give the notice at least 45
days but not more than 60 days before the redemption date (or such shorter
notice as may be acceptable to the Trustee).

     

    Section
3.02 Selection
of Notes to Be Redeemed.

     

    If less
than all of the Notes of a Series are to be redeemed or purchased in an offer to
purchase at any time, the Trustee shall select the Notes of a Series to be
redeemed or purchased among the Holders of such Notes (a) in compliance with the
requirements of the principal national securities exchange, if any, on which
such Notes are listed or, (b) if such Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption or purchase by lot, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes of such Series not previously called for redemption or
purchase. The Trustee may select for redemption or repurchase portions of the
principal of Notes of such Series that have denominations larger than
$1,000.

     

    The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. Notes of a Series and portions of them
selected shall be in amounts of $1,000 or whole multiples of $1,000 or, with
respect to Notes of any Series issuable in other denominations pursuant to
Section 2.02(j) hereof, the minimum principal denomination for each Series and
integral multiples thereof. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes of a Series called for
redemption or repurchase also apply to portions of Notes of a Series called for
redemption or repurchase.

     

    Section
3.03 Notice
of Redemption.

     

    Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, at least 30 days but not more than
60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

     

    The
notice shall identify the Notes of the Series to be redeemed and shall
state:

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (1)

            	
              the
      redemption date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      redemption price;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      name and address of the Paying
Agent;

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

            	
              that,
      if applicable, interest on Notes of the Series called for redemption
      ceases to accrue on and after the redemption
  date;

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      CUSIP number, if any;

            


    

     

    
      	
               
      

            	
              (7)

            	
              that
      the redemption is for a sinking fund, if such is the case;
    and

            


    

     

    
      	
               
      

            	
              (8)

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

            


    

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense, provided that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (unless a shorter time period is acceptable to the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding
paragraph.

     

    Section
3.04 Effect
of Notice of Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price. A notice of redemption may not be
conditional.

     

    Section
3.05 Deposit
of Redemption Price.

     

    On or
before the redemption date, the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be
redeemed.

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Notes or the portions
of Notes called for redemption. If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

     

    Section
3.06 Notes
Redeemed in Part.

     

    Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
the Company’s written request, the Trustee shall authenticate for the Holder, at
the expense of the Company, a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

     

    No Notes
of $1,000 or less can be redeemed in part.

     

    ARTICLE
4.

    COVENANTS

     

    Section
4.01 Payment
of Principal and Interest.

     

    The
Company covenants and agrees for the benefit of the Holders of each Series of
Notes that it will pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in such Notes.
Principal, premium, if any, and interest on any Series of Notes will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.

     

    Section
4.02 Maintenance
of Office or Agency.

     

    The
Company will maintain an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or
agency.

     

    With
respect to each Series of Notes, the Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in
accordance with Section 2.04 hereof.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    Section
4.03 Reports.

     

    (a) Whether
or not the Company is required by the SEC, so long as any Series of Notes are
outstanding, the Company shall furnish to the Holders of such Notes, within the
time periods (including any extensions thereof) specified in the SEC’s rules and
regulations:

     

    
      	
               
      

            	
              (1)

            	
              all
      quarterly and annual reports that would be required to be filed with the
      Commission on Forms 10-Q and 10-K if the Company were required to file
      such reports; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      current reports that would be required to be filed with the SEC on Form
      8-K if the Company were required to file such
  reports.

            


    

     

    In
addition, whether or not required by the rules and regulations of the SEC, the
Company shall file a copy of all such information and reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the SEC’s rules and regulations, unless the SEC will not
accept such a filing, and make such information available to securities analysts
and prospective investors upon request.  It is understood that the
Company’s compliance with the above filing requirement with the SEC will satisfy
the Company’s obligation to “furnish” the Holders of Notes with the information
described in clauses (1) and (2) of this Section 4.03(a). The Company shall at
all times comply with TIA Section 314(a). 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 Officer’s
Certificates).

     

    (b) For so
long as any Series of Notes remain outstanding, if at any time they are not
required to file with the Commission the reports required by paragraphs (1) and
(2) of this Section 4.03, the Company will furnish to the Holders of such Notes
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

     

    Section
4.04 Compliance
Certificate.

     

    The
Company shall deliver to the Trustee with respect to such Series, within 120
days after the end of each fiscal year, an Officer’s Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    account
of the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.

     

    Section
4.05 Taxes.

     

    The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders of the Notes.

     

    Section
4.06 Stay,
Extension and Usury Laws.

     

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

     

    Section
4.07 Corporate
Existence.

     

    Subject
to Articles 5 and 10 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
material Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company and any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its material Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

     

    ARTICLE
5.

    SUCCESSORS

     

    Section
5.01 Merger,
Consolidation or Sale of Assets.

     

    The
Company shall not, directly or indirectly:  (1) consolidate or merge
with or into another person, whether or not the Company is the surviving
corporation, or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Subsidiaries, taken as a whole, in one or more related transactions, to another
Person unless:

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    (i)    either:  (a)
the Company is the surviving corporation; or (b) the Person formed by or
surviving any such consolidation or merger, if other than the Company, or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
Republic of the Marshall Islands, the United States, any state of the United
States or the District of Columbia;

     

    (ii)    the
Person formed by or surviving any such consolidation or merger, if other than
the Company, or the Person to which such sale, assignment, transfer, conveyance
or other disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture
(and other applicable documents), executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee;

     

    (iii)   immediately
after such transaction no Default or Event of Default exists; and

     

    (iv)   the
Company has delivered to the Trustee an Officer’s Certificate stating and an
Opinion of Counsel stating in the opinion of such counsel that such transaction
and, if applicable, the supplemental indenture required in connection with such
transaction pursuant to Section 5.01(ii) complies with this Section 5.01 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

     

    The
Company may not, directly or indirectly, lease all or substantially all of the
properties or assets, in one or more related transactions, to any other Person.
The provisions of this Section 5.01 shall not apply to (1) a merger of the
Company with an Affiliate solely for the purpose of reincorporating the Company
in another jurisdiction or forming a direct holding company of the Company or
(2) to a sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and its Subsidiaries.

     

    Section
5.02 Successor
Corporation Substituted.

     

    Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor person formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on any Series of Notes except in the case of a sale of
all of the Company’s assets that meets the requirements of Section 5.01
hereof.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
6.

    DEFAULTS
AND REMEDIES

     

    Section
6.01 Events
of Default.

     

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

     

    
      	
              (1)  

            	
              default
      in the payment of any interest on any Note of that Series when it becomes
      due and payable, and continuance of such default for a period of 30 days;
      or

            


    

     

    
      	
              (2)  

            	
              default
      in payment when due of the principal of, or premium, if any, on any Note
      of that Series; or

            


    

     

    
      	
              (3)  

            	
              default
      in the deposit of any sinking fund payment, when and as due in respect of
      any Note of that Series; or

            


    

     

    
      	
              (4)  

            	
              default
      in the performance or breach of any covenant or warranty of the Company in
      this Indenture (other than a covenant or warranty that has been included
      in this Indenture solely for the benefit of Series of Notes other than
      that Series), which default continues uncured for a period of 30 days
      after written notice given by the Trustees for Notes of that Series or
      Holders of not less than 25% in principal amount of the outstanding Notes
      of that Series; or

            


    

     

    
      	
              (5)  

            	
              default
      under a mortgage, indenture or instrument under such conditions as may be
      provided pursuant to Section 2.02(w) in
      respect of Notes of that Series; or

            


    

     

    
      	
               
      

            	
                       (6)

            	
              one
      or more judgments for the payment of money in an aggregate amount in
      excess of $10.0 million (excluding therefrom any amount reasonably
      expected to be covered by insurance) shall be rendered against the Company
      any Subsidiary or any combination thereof and the same shall not have been
      paid, discharged or stayed for a period of 60 days after such judgment
      became final and nonappealable; or

            


    

     

    
      	
               
      

            	
                       (7)

            	
              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 all or substantially all of its
property,

     

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

     

             (e) 
generally
is unable to pay its debts as the same become due; or

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
                       (8)

            	
              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,

     

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

     

             (c) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days; or

     

    
      	
               
      

            	
                      
      (9)

            	
              any
      other Event of Default provided with respect to Notes of that Series,
      which is specified in a Board Resolution, a supplemental indenture hereto
      or an Officer’s Certificate, in accordance with Section
    2.02.

            


    

     

    Section
6.02 Acceleration.

     

    If an
Event of Default with respect to Notes of any Series at the time outstanding
occurs and is continuing (other than an Event of Default referred to in Sections
6.01(7) or (8) hereof) then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the outstanding Notes of that Series may
declare the principal amount (or, if any Notes of that Series are Discount
Notes, such portion of the principal amount as may be specified in the terms of
such Notes) of and accrued and unpaid interest, if any, on all of the Notes of
that Series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) and accrued and unpaid interest, if
any, shall become immediately due and payable. If an Event of Default specified
in Sections 6.01(7) or (8) hereof shall occur, the principal amount (or
specified amount) of and accrued and unpaid interest, if any, on all outstanding
Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

     

    At any
time after such a declaration of acceleration with respect to any Series has
been made, the Holders of a majority in principal amount of the outstanding
Notes of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

     

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

     

    Section
6.03 Other
Remedies.

     

    If an
Event of Default with respect to Notes of any Series at the time outstanding
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and interest on such Notes or to
enforce the performance of any provision of such Notes or this
Indenture.

     

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

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

     

    Section
6.04 Waiver
of Past Defaults.

     

    The
Holders of a majority in aggregate principal amount of the Notes of any Series
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes of such Series waive any existing Default or Event of Default and its
consequences under this Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, such Notes
(including in connection with an offer to purchase); provided, however, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes of any
Series may rescind an acceleration of such Notes and its consequences, including
any related payment default that resulted from such acceleration. Upon any such
waiver, such Default or Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

     

    Section
6.05 Control
by Majority.

     

    Holders
of a majority in principal amount of the then outstanding Notes of any Series
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

     

    Section
6.06 Limitation
on Suits.

     

    A Holder
of any Series of Notes may pursue a remedy with respect to this Indenture or the
Notes only if:

     

    (a)    such
Holder has given to the Trustee written notice of a continuing Event of
Default;

     

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

     

    (c)    such
Holder of a Note of such Series or Holders of Notes of such Series offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

     

    (d)    the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    (e)    during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes of such Series do not give the Trustee a direction
inconsistent with the request.

     

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

     

    Section
6.07 Rights
of Holders of Notes to Receive Payment.

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection
with an offer to purchase), 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 Sections 6.01(a) or (b) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
Trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    Section
6.09 Trustee
May File Proofs of Claim.

     

    The
Trustee for each Series of Notes is authorized to 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 (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

     

    Section
6.10 Priorities.

     

    If the
Trustee collects any money or property pursuant to this Article 6, it shall pay
out the money in the following order:

     

    First:  to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of
collection;

     

    Second:  to Holders
of the Notes for amounts due and unpaid on the Notes for principal, premium, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium, if
any and interest, respectively; and

     

    Third:  to the
Company.

     

    The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.

     

    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 a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees 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 does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes of any Series.

     

    ARTICLE
7.

    TRUSTEE

     

    Section
7.01 Duties
of Trustee.

     

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

     

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

     

    (i)    the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically 

     

     

     

    
      
        
        

      

      
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    set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

     

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

     

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

     

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

     

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

     

    (iii)   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 hereof.

     

    (d)    Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and
(f) of this Section and Section 7.02.

     

    (e)    No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of any
Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or
expense.

     

    (f)    The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

     

    Section
7.02 Rights
of Trustee.

     

    (a)    The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

     

    (b)    Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officer’s Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion
of

     

     

     

    
      
        
        

      

      
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    Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

     

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

     

    (d)    The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

     

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

     

    (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
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or
direction.

     

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

     

    (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 or Event of
Default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes 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 to
each agent, custodian and other Person employed to act hereunder.

     

    (j)    The
Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any person as so authorized in any such certificate
previously delivered and not superseded.

     

    Section
7.03 Individual
Rights of Trustee.

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee. However, in the event
the Trustee acquires any

     

     

    
      
        
        

      

      
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    conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as Trustee or resign. Any Agent may exercise the same
rights, with the same duties, as the Trustee under this Section 7.03. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

     

    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 Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the
Company or upon the Company’s direction under any provision of this Indenture,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

     

    Section
7.05 Notice
of Defaults.

     

    If a
Default or Event of Default occurs and is continuing and if it is actually known
to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of
Notes a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default relating to the
payment of principal of or interest on any Note, the Trustee may withhold the
notice from Holders of the Notes if and so long as a Responsible Officer(s) in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

     

    Section
7.06 Reports
by Trustee to Holders of the Notes.

     

    Within 60
days after each May 15 beginning with the May 15 following the first issuance of
Notes under this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c).

     

    A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA Section 313(d). The Company shall promptly
notify the Trustee when the Notes are listed on any stock exchange or delisted
therefrom.

     

    Section
7.07 Compensation
and Indemnity.

     

    The
Company shall pay to the Trustee from time to time such reasonable compensation
as agreed upon in writing for its acceptance of this Indenture and services
hereunder. 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 promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services, except to the extent any such expense, advance or disbursement may be
attributable

     

     

     

    
      
        
        

      

      
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    to the
Trustee’s negligence, willful misconduct or bad faith. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.

     

    The
Company shall indemnify the Trustee against any and all losses, liabilities,
claims, damages or expenses (including taxes other than taxes based upon the
income of the Trustee) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence, bad faith or willful misconduct. The Trustee 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 shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

     

    The
obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     

    To secure
the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this
Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The
Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.

     

    Section
7.08 Replacement
of Trustee.

     

    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of Notes of a majority
in principal amount of the then outstanding Notes of a given Series may remove
the Trustee with respect to the Notes of such Series by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:

     

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

     

     

     

    
      
        
        

      

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

     

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

     

    (d)    the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of
Notes of at least 10% in principal amount of the then outstanding Notes of a
given Series may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Notes of such Series.

     

    If the
Trustee, after written request by any Holder of a Note of a given Series who has
been a Holder of such Note for at least six months, fails to comply with Section
7.10, such Holder of such Note may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee with
respect to the Notes of such Series.

     

    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 Holders of the Notes.
The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, provided all sums owing to
the Trustee (including its agents and/or counsel) hereunder have been paid and
subject to the Lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee.

     

    Section
7.09 Successor
Trustee by Merger, Etc.

     

    If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.

     

    Section
7.10 Eligibility;
Disqualification.

     

    There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate Trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

     

     

    
      
        
        

      

      
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    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

     

    Section
7.11 Preferential
Collection of Claims Against Company.

     

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

     

    Section
7.12 Trustee’s
Application for Instructions from the Company.

     

    Any
application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to the taking of such action (or the effective date
in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

     

    ARTICLE
8.

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    Section
8.01 Option
to Effect Legal Defeasance or Covenant Defeasance.

     

    The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an Officer’s Certificate, at any time, elect to have either Section
8.02 or 8.03 hereof be applied to any Series of outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

     

    Section
8.02 Legal
Defeasance and Discharge.

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes of such Series (including the
related guarantees, if any) on the date the conditions set forth below are
satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes of such Series (including the related guarantees, if
any), which shall thereafter be deemed to be “outstanding” only for the purposes
of Section 8.05 hereof and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all of their other obligations under
such Notes, such guarantees, if any and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.05 hereof, and as

     

     

     

    
      
        
        

      

      
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    more
fully set forth in such Section, payments in respect of the principal of,
interest and premium, if any, on such Notes when such payments are due, (b) the
Company’s obligations with respect to the Notes under Article 2 and Section 4.01
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith and (d) this
Article 8. Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

     

    Section
8.03 Covenant
Defeasance.

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from its obligations under the
covenants contained in Section 4.03, 4.04 and 4.05 with respect to the
outstanding Notes of the applicable Series on and after the date the conditions
set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and
the Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes of such Series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(4) through 6.01(6) hereof shall not constitute Events
of Default.

     

    Section
8.04 Conditions
to Legal or Covenant Defeasance.

     

    The
following shall be the conditions to the application of either Sections 8.02 or
8.03 hereof to any outstanding Series of Notes:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (a) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in United States dollars, non-callable Government Securities,
or a combination of cash in U.S. dollars and non-callable Government Securities
in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, interest and
premium, if any, on the outstanding Notes of such Series on the stated maturity
or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular
redemption date;

     

    (b) in the
case of an election under Section 8.02 hereof with respect to any Series of
Notes, the Company shall have delivered to the Trustee an Opinion of Counsel
reasonably

     

     

    
      
        
        

      

      
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    acceptable
to the Trustee confirming 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 U.S. federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes of such Series
will not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such Legal Defeasance and will be subject to U.S. 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;

     

    (c)   in the
case of an election under Section 8.03 hereof with respect to any Series of
Notes, the Company shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes of such Series will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Covenant Defeasance and
will be subject to U.S. 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;

     

    (d)   no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit, other than a Default or Event of Default resulting from the
incurrence of Indebtedness all or a portion of the proceeds of which will be
used to defease the Notes of any Series pursuant to this Article 8 concurrently
with such incurrence, or insofar as Sections 6.01(7) or 6.01(8) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

     

    (e)   such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument, other than this Indenture, to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     

    (f)    the
Company shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Notes over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or others;
and

     

    (g)    the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
Legal Defeasance or the Covenant Defeasance have been complied
with.

     

    Section
8.05 Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.

     

    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section
8.04 hereof in respect of the outstanding Notes of any Series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee

     

     

    
      
        
        

      

      
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    may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by
law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes of the applicable
Series.

     

    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money
or non-callable Government Securities held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    Section
8.06 Repayment
to Company.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any
Series of Notes and remaining unclaimed for two years after such principal, and
premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the reasonable expense of the Company cause to be published once, in the
New York Times and the
Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining shall be repaid to the Company.

     

    Section
8.07 Reinstatement.

     

    If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the
applicable Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on
any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

     

     

    
      
        
        

      

      
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    ARTICLE
9.

    AMENDMENT,
SUPPLEMENT AND WAIVER

     

    Section
9.01 Without
Consent of Holders of Notes.

     

    Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Notes of one or more Series without the consent
of any Holder of a Note:

     

    
      	
              (1)  

            	
              to
      cure any ambiguity, defect or
inconsistency;

            


    

     

    
      	
              (2)  

            	
              to
      provide for uncertificated Notes in addition to or in place of
      certificated Notes;

            


    

     

    
      	
              (3)  

            	
              to
      provide for the assumption of the Company’s obligations to the Holders of
      the Notes of a given Series by a successor to the Company pursuant to
      Article 5 hereof;

            


    

     

    
      	
              (4)  

            	
              to
      make any change that would provide any additional rights or benefits to
      the Holders of Notes of a given Series or that does not adversely affect
      the legal rights hereunder of any Holder of a Note of such
      Series;

            


    

     

    
      	
              (5)  

            	
              to
      comply with requirements of the SEC in order to effect or maintain the
      qualification of this Indenture under the
TIA;

            


    

     

    
      	
              (6)  

            	
              to
      provide for the issuance of and establish the form and terms and
      conditions of Notes of any Series as permitted by this
      Indenture;

            


    

     

    
      	
              (7)  

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

            


    

     

    
      	
              (8)  

            	
              to
      comply with the rules of any securities exchange or automated quotation
      system on which the Notes of such Series may be listed or
      traded.

            


    

     

    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    Section
9.02 With
Consent of Holders of Notes.

     

    The
Company and the Trustee may enter into a supplemental indenture with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes of each Series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange offer
for the Notes of such Series), for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of Notes of each such Series. Except as otherwise provided herein, the
Holders of at least a majority in principal amount of the outstanding Notes of
each Series by notice to the Trustee (including consents obtained in connection
with a tender offer or exchange offer for the Notes of such Series) may waive
compliance by the Company with any provision of this Indenture or the Notes with
respect to such Series.

     

    It shall
not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed supplemental indenture or waiver,
but it shall be sufficient if such consent approves the substance thereof. Upon
the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee will join with the
Company in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture directly affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

     

    After a
supplemental indenture or waiver under this section becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the supplemental indenture or waiver. Any failure by the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver. However,
without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not:

     

    (a)    reduce
the principal amount of Notes whose Holders must consent to an amendment or
waiver;

     

    (b)    reduce
the principal of or change the fixed maturity of any Note or alter or waive any
of the provisions with respect to the redemption of the Notes;

     

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

     

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

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

    (e)    make any
Note payable in money other than that stated in the Notes;

     

    (f)    make any
change in the provisions of this Indenture relating to waivers of past Defaults
or the rights of Holders of the Notes to receive payments of principal of or
premium, interest, if any, on the Notes; or

     

    (g)    make any
change in the foregoing amendment and waiver provisions.

     

    Section
9.03 Compliance
with Trust Indenture Act.

     

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

     

    Section
9.04 Revocation
and Effect of Consents.

     

    Until an
amendment or waiver becomes effective, consent to it by a Holder of a Note is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to his Note or portion of
a Note if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. An amendment or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

     

    Section
9.05 Notation
on or Exchange of Notes.

     

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

     

    Section
9.06 Trustee
Protected.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article 9 or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

     

    ARTICLE
10.

    SATISFACTION
AND DISCHARGE

     

    Section
10.01 Satisfaction
and Discharge.

     

    This
Indenture will be discharged and will cease to be of further effect as to a
Series of Notes issued hereunder, when:

     

    
      	
               
      

            	
              (1)

            	
              either:

            


    

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

    (a)    all such
Notes that have been authenticated (except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation; or

     

    (b)    all such
Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders of such Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in such amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the Notes not delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest to the date of maturity or
redemption;

     

    
      	
               
      

            	
              (2)

            	
              no
      Default or Event of Default has occurred and is continuing on the date of
      such deposit or will occur as a result of such deposit and such deposit
      will not result in a breach or violation of, or constitute a default
      under, any other instrument to which the Company is a party or by which
      the Company is bound;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      Company has paid or caused to be paid all sums payable by it under this
      Indenture; and

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Company has delivered irrevocable instructions to the Trustee under this
      Indenture to apply the deposited money toward the payment of the Notes at
      maturity or the redemption date, as the case may
  be.

            


    

     

    In
addition, the Company must deliver an Officer’s Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     

    Section
10.02 Application
of Trust Money.

     

    Subject
to the provisions of Section 8.06 hereof, all money deposited with a Trustee
pursuant to Section 10.1 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes with respect to which such deposit
was made and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as such
Trustee may determine, to the persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with such Trustee; but such money need not be segregated from other funds except
to the extent required by law.

     

    If such
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 10.01 hereof 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 Company’s
obligations under this Indenture and the applicable Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.01 hereof;
provided that if the
Company has made any payment of principal of, premium, if any, or interest on,
any Notes because of the reinstatement of its obligations, the Company
shall

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

    be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying
Agent.

     

    ARTICLE
11.

    MISCELLANEOUS

     

    Section
11.01 Trust
Indenture Act Controls.

     

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

     

    Section
11.02 Notices.

     

    Any
notice or communication by the Company or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others’ address.

     

    If to the
Company:

    Genco
Shipping & Trading Limited

    299 Park
Avenue, 20th Floor

    New York,
New York  10171

    Facsimile:
(646) 443-8551

    Attention:  John
C. Wobensmith


     

    If to the
Trustee:


     

    [                      ]

    Attention:  [                           ]

    Facsimile:  
[                           ]

     

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

     

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

     

    Any
notice or communication to a Holder shall be mailed by first class mail postage
prepaid, certified or registered mail, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    Section
11.03 Communication
by Holders of Notes with Other Holders of Notes.

     

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

     

    Section
11.04 Certificate
and Opinion as to Conditions Precedent.

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     

    (a)    an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

     

    (b)    an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with.

     

    Section
11.05 Statements
Required in Certificate.

     

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

     

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

     

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

     

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

     

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

     

    Section
11.06 Rules
by Trustee and Agents.

     

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

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

     

    Section
11.07 Calculation
of Foreign Currency Amounts.

     

    The
calculation of the U.S. dollar equivalent amount for any amount denominated in a
foreign currency shall be the noon buying rate in the City of New York as
certified by the Federal Reserve Bank of New York on the date on which such
determination is required to be made or, if such day is not a day on which such
rate is published, the rate most recently published prior to such
day.

     

    Section
11.08 No
Personal Liability of Directors, Officers, Employees and
Stockholders.

     

    No past,
present or future director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

     

    Section
11.09 Governing
Law.

     

    THE
INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

    Section
11.10 No
Adverse Interpretation of Other Agreements.

     

    This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this
Indenture.

     

    Section
11.11 Successors.

     

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

     

    Section
11.12 Severability.

     

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

     

    Section
11.13 Counterpart
Originals.

     

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

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

     

    Section
11.14 Table
of Contents, Headings, Etc.

     

    The Table
of Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

     

    ARTICLE
12.

    SINKING
FUNDS

     

    Section
12.01 Applicability
of Article.

     

    The
provisions of this Article 12 shall be applicable to any sinking fund for the
retirement of the Notes of a Series, except as otherwise permitted or required
by any form of Notes of such Series issued pursuant to this
Indenture.

     

    The
minimum amount of any sinking fund payment provided for by the terms of the
Notes of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Notes of such
Series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of Notes of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02 hereof. Each sinking fund payment shall be applied to the
redemption of Notes of any Series as provided for by the terms of the Notes of
such Series.

     

    Section
12.02 Satisfaction
of Sinking Fund Payments with Notes.

     

    The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Notes of any Series to be made pursuant to the terms of such
Notes (1) deliver outstanding Notes of such Series to which such sinking fund
payment is applicable (other than any of such Notes previously called for
mandatory sinking fund redemption) and (2) apply as credit Notes of such Series
to which such sinking fund payment is applicable and which have been repurchased
by the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Notes (except pursuant to any mandatory sinking fund) or
through the application of permitted optional sinking fund payments or other
optional redemptions pursuant to the terms of such Notes, provided that such Notes have
not been previously so credited. Such Notes shall be received by the Trustee,
together with an Officer’s Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting
Notes for redemption, and shall be credited for such purpose by the Trustee at
the price specified in such Notes for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Notes in lieu of cash
payments pursuant to this Section 12.02, the principal amount of Notes of such
Series to be redeemed in order to exhaust the aforesaid cash payment shall be
less than $100,000, the Trustee need not call Notes of such Series for
redemption, except upon receipt of a Company Order that such action be taken,
and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall from time to time upon receipt of a Company
Order pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Notes of that Series purchased by the Company having an unpaid principal amount
equal to the cash payment required to be released to the Company.

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

     

    Section
12.03 Redemption
of Notes for Sinking Fund.

     

    Not less
than 45 days (unless a shorter period is satisfactory to the Trustee) prior to
each sinking fund payment date for any Series of Notes, the Company will deliver
to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that Series pursuant to the terms of
that Series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting of Notes of that Series pursuant to Section 12.02 hereof, and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 15 days nor more than 45 days (unless
otherwise indicated in the Board Resolution, Officer’s Certificate or
supplemental indenture in respect of a particular Series of Notes) before each
such sinking fund payment date the Trustee shall select the Notes to be redeemed
upon such sinking fund payment date in the manner specified in Section 3.02
hereof and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 3.03 hereof.
Such notice having been duly given, the redemption of such Notes shall be made
upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06
hereof.

     

    [Signatures on following
page]

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


     

    SIGNATURES

     

    Dated as
of
[                 ],
20__

     

    GENCO
SHIPPING & TRADING LIMITED

     

    


     

    


     

    By: _______________________________

     

    Name:

     

    Title:

     

    


     

    [                      ],
as Trustee

     

    


     

    By:  ______________________________                                                                 

     

    Name:

     

    Title: