rexh47indenture.htm


    Exhibit
4.7

    


    Form
of Indenture

     

    HNI
CORPORATION

     

    and

     

    _____________________________________________

     

    as
Trustee

     

    Guaranteed
to the extent set forth therein by the Guarantors named herein.

     

    INDENTURE

     

    dated
as of

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

    


    
      	 
      	
              Page

            
	
              ARTICLE 1 DEFINITIONS AND INCORPORATION BY
      REFERENCE

            	
              1

            
	
              Section 1.01
      Certain Definitions

            	
              1

            
	
              Section 1.02
      Other Definitions

            	
              3

            
	
              Section 1.03
      Incorporation by Reference of Trust Indenture Act

            	
              3

            
	
              Section 1.04
      Rules of Construction

            	
              4

            
	 
      	 
      
	
              ARTICLE 2 THE SECURITIES

            	
              4

            
	
              Section 2.01
      Unlimited In Amount, Issuable In Series, Form, and Dating

            	
              4

            
	
              Section 2.02
      Execution and Authentication

            	
              6

            
	
              Section 2.03
      Registrar and Paying Agent

            	
              6

            
	
              Section 2.04
      Paying Agent to Hold Money in Trust

            	
              7

            
	
              Section 2.05
      Securityholder Lists

            	
              7

            
	
              Section 2.06
      Transfer and Exchange

            	
              7

            
	
              Section 2.07
      Replacement Securities

            	
              7

            
	
              Section 2.08
      Outstanding Securities

            	
              8

            
	
              Section 2.09
      Temporary Securities

            	
              8

            
	
              Section 2.10
      Cancellation

            	
              8

            
	
              Section 2.11
      Defaulted Interest

            	
              8

            
	
              Section 2.12
      Special Record Dates

            	
              8

            
	
              Section 2.13
      Global Securities

            	
              9

            
	
              Section 2.14
      CUSIP Numbers

            	
              10

            
	 
      	 
      
	
              ARTICLE 3 REDEMPTION

            	
              10

            
	
              Section 3.01
      Notices to Trustee

            	
              10

            
	
              Section 3.02
      Selection of Securities to Be Redeemed

            	
              10

            
	
              Section 3.03
      Notice of Redemption

            	
              10

            
	
              Section 3.04
      Effect of Notice of Redemption

            	
              11

            
	
              Section 3.05
      Deposit of Redemption Price

            	
              11

            
	
              Section 3.06
      Securities Redeemed or Purchased in Part

            	
              11

            
	 
      	
               
      

            
	
              ARTICLE 4 COVENANTS

            	
              12

            
	
              Section 4.01
      Payment of Securities

            	
              12

            
	
              Section 4.02
      Maintenance of Office or Agency

            	
              12

            
	
              Section 4.03
      Reports

            	
              12

            
	
              Section 4.04
      Compliance Certificate

            	
              12

            
	
              Section 4.05
      Taxes

            	
              13

            
	
              Section 4.06
      Stay, Extension, and Usury Laws

            	
              13

            
	
              Section 4.07
      Calculation of Original Issue Discount

            	
              13

            
	 
      	 
      
	
              ARTICLE 5 SUCCESSORS

            	
              13

            
	
              Section 5.01
      When Corporation May Merge, Etc

            	
              13

            
	
              Section 5.02
      Successor Person Substituted

            	
              14

            
	 
      	 
      
	
              ARTICLE 6 DEFAULTS AND REMEDIES

            	
              14

            
	
              Section 6.01
      Events of Default

            	
              14

            
	
              Section 6.02
      Acceleration

            	
              15

            
	
              Section 6.03
      Other Remedies

            	
              15

            
	
              Section 6.04
      Waiver of Past Defaults

            	
              15

            
	
              Section 6.05
      Control by Majority

            	
              15

            
	
              Section 6.06
      Limitation on Suits

            	
              16

            
	
              Section 6.07
      Rights of Holders to Receive Payment

            	
              16

            
	
              Section 6.08
      Collection Suit by Trustee

            	
              16

            
	
              Section 6.09
      Trustee May File Proofs of Claim

            	
              16

            
	
              Section 6.10
      Priorities

            	
              17

            
	
              Section 6.11
      Undertaking for Costs

            	
              17

            


    

    


    


    

      
        
           
i

        

        
           


          
            

          

        

        
           


        

      



    
      
        	 	
                 Page

              
	
                ARTICLE 7 TRUSTEE

              	
                17

              
	
                Section 7.01
      Duties of Trustee

              	
                17

              
	
                Section 7.02
      Rights of Trustee

              	
                18

              
	
                Section 7.03
      Individual Rights of Trustee

              	
                18

              
	
                Section 7.04
      Trustee’s Disclaimer

              	
                18

              
	
                Section 7.05
      Notice of Defaults

              	
                18

              
	
                Section 7.06
      Reports by Trustee to Holders

              	
                19

              
	
                Section 7.07
      Compensation and Indemnity

              	
                19

              
	
                Section 7.08
      Replacement of Trustee

              	
                19

              
	
                Section 7.09
      Successor Trustee by Merger, etc.

              	
                20

              
	
                Section 7.10
      Eligibility; Disqualification

              	
                20

              
	
                Section 7.11
      Preferential Collection of Claims Against Corporation

              	
                21

              
	 
      	 
      
	
                ARTICLE 8 SATISFACTION AND DISCHARGE;
      DEFEASANCE

              	
                21

              
	
                Section 8.01
      Satisfaction and Discharge

              	
                21

              
	
                Section 8.02
      Option to Effect Legal Defeasance or Covenant Defeasance

              	
                21

              
	
                Section 8.03
      Legal Defeasance and Discharge

              	
                22

              
	
                Section 8.04
      Covenant Defeasance

              	
                22

              
	
                Section 8.05
      Conditions to Legal or Covenant Defeasance

              	
                22

              
	
                Section 8.06
      Deposited Money and Government Securities to be Held in Trust; Other
      Miscellaneous Provisions

              	
                23

              
	
                Section 8.07
      Repayment to Corporation

              	
                23

              
	
                Section 8.08
      Reinstatement

              	
                24

              
	 
      	 
      
	
                ARTICLE 9 SUPPLEMENTS, AMENDMENTS, AND
      WAIVERS

              	
                24

              
	
                Section 9.01
      Without Consent of Holders

              	
                24

              
	
                Section 9.02
      With Consent of Holders

              	
                25

              
	
                Section 9.03
      Revocation and Effect of Consents

              	
                26

              
	
                Section 9.04
      Notation on or Exchange of Securities

              	
                26

              
	
                Section 9.05
      Trustee to Sign Amendments, etc.

              	
                26

              
	 
      	 
      
	
                ARTICLE 10 GUARANTEES

              	
                26

              
	
                Section 10.01
      Guarantee

              	
                26

              
	 
      	 
      
	
                ARTICLE 11 MISCELLANEOUS

              	
                26

              
	
                Section 11.01
      Indenture Subject to Trust Indenture Act

              	
                26

              
	
                Section 11.02
      Notices

              	
                27

              
	
                Section 11.03
      Communication By Holders With Other Holders

              	
                27

              
	
                Section 11.04
      Certificate and Opinion as to Conditions Precedent

              	
                28

              
	
                Section 11.05
      Statements Required in Certificate or Opinion

              	
                28

              
	
                Section 11.06
      Rules by Trustee and Agents

              	
                28

              
	
                Section 11.07
      Legal Holidays

              	
                28

              
	
                Section 11.08
      No Recourse Against Others

              	
                28

              
	
                Section 11.09
      Counterparts

              	
                28

              
	
                Section 11.10
      Governing Law

              	
                29

              
	
                Section 11.11
      Submission to Jurisdiction; Service of Process; Waiver of Jury
      Trial

              	
                29

              
	
                Section 11.12
      Severability

              	
                 29 
      

              
	
                Section 11.13
      Effect of Headings, Table of Contents, etc.

              	
                29

              
	
                Section 11.14
      Successors and Assigns

              	
                29

              
	
                Section 11.15
      No Interpretation of Other Agreements

              	
                29

              


      

    

    
      
         


      

      
        ii 


        
          

        

      

      
         


      

    


    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)

            	
              7.03;
      7.08; 7.10

            
	
              (c)

            	
              N/A

            
	
              311(a)

            	
              7.11

            
	
              (b)

            	
              7.11

            
	
              (c)

            	
              N/A

            
	
              312(a)

            	
              2.05

            
	
              (b)

            	
              11.03

            
	
              (c)

            	
              11.03

            
	
              313(a)

            	
              7.06

            
	
              (b)(1)

            	
              N/A

            
	
              (b)(2)

            	
              7.06

            
	
              (c)

            	
              7.06;
      11.02

            
	
              (d)

            	
              7.06

            
	
              314(a)

            	
              4.03;
      10.02; 11.05

            
	
              (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)(ii);
      7.02

            
	
              (b)

            	
              7.02;
      7.05; 10.02

            
	
              (c)

            	
              7.01(a);
      7.02

            
	
              (d)

            	
              7.01(d);
      7.02

            
	
              (e)

            	
              6.11

            
	
              316(a)(last
      sentence)

            	
              2.13(f)

            
	
              (a)(1)(A)

            	
              6.05

            
	
              (a)(1)(B)

            	
              6.04

            
	
              (a)(2)

            	
              N/A

            
	
              (b)

            	
              6.07

            
	
              (c)

            	
              2.12;
      9.03

            
	
              317(a)(1)

            	
              6.08

            
	
              (a)(2)

            	
              6.09

            
	
              (b)

            	
              2.04

            
	
              318(a)

            	
              11.01

            
	
              (b)

            	
              N/A

            
	
              (c)

            	
              11.01

            
	 
      
	
              N/A
      means not applicable

            
	
              *
      This Cross-Reference Table is not part of the
  Indenture.

            


    

    


    



    
      
        iii 

      

      
         


        
          

        

      

      
        Table of Contents

      

    


        INDENTURE
dated as of ______________ by and among HNI CORPORATION, an
Iowa corporation (the "Corporation"), the guarantors listed on Schedule 1
hereto (herein called the "Guarantors"), and
_____________________________________, as Trustee (the "Trustee").

     

        The
Corporation has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the "Securities"),
as herein provided, up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Corporation's Board
of Directors (as defined below) or by supplemental indenture.

     

        Each party
agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders (as defined below) of each series of the
Securities:

    


    ARTICLE 1

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

        Section 1.01 Certain Definitions.

     

        "Affiliate"
of any specified Person (as defined below) 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, shall mean 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, however, that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be a controlling interest in such Person.  For purposes of
this definition, the terms "controlling," "controlled by" and "under common
control with" have correlative meanings.

     

        "Agent" means
any Registrar (as defined below), Paying Agent (as defined below),
authenticating agent or co-Registrar.

     

        "Board of
Directors" means, with respect to any Person, the board of directors of such
Person (or, if such Person is a limited liability company, the board of managers
of such Person) or similar governing body or any authorized committee
thereof.

     

        "Board
Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Corporation to have been duly 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 such certification (and delivered to the
Trustee, if appropriate).

     

        "Business
Day" means any day other than a Legal Holiday (as defined below).

     

        "Closing
Date" means the date on which the Securities of a particular series were
originally issued under this Indenture.

     

        "Commission"
means the Securities and Exchange Commission.

     

        "Corporation"
means the party named as such above until a successor replaces it pursuant to
this Indenture and thereafter means the successor.

     

        "Corporation
Order" means a written order signed in the name of the Corporation by two
Officers (as defined below), one of whom must be the Corporation's principal
executive officer, principal financial officer or principal accounting officer,
and delivered to the Trustee.

     

        "Corporation
Request" means a written request signed in the name of the Corporation by its
Chairman of the Board, its President or any Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     

        "Corporate
Trust Office" shall mean the corporate trust office of the Trustee.

     

        "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 (as defined below).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        Table of Contents

      

    

        "Depositary"
means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities (as defined below), the
person designated as Depositary for such series by the Corporation, which
Depositary shall be a clearing agency registered under the Exchange Act (as
defined below); and if at any time there is more than one such person,
"Depositary" as used with respect to the Securities of any series shall mean the
Depositary with respect to the Securities of such series.

     

        "Exchange
Act" means the Securities Exchange Act of 1934, as amended.

     

        "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, or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are applicable to the circumstances as of the Closing Date.

     

        "Global
Security" shall mean a Security issued to evidence all or a part of any series
of Securities that is executed by the Corporation and authenticated and
delivered by the Trustee to a Depositary or pursuant to such Depositary’s
instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the
name of such Depositary or its nominee.

     

        "Guarantee"
means a guarantee by any Guarantor of an obligation under this
Indenture.

     

        "Holder" or
"Securityholder" means a Person in whose name a Security is registered in the
register of Securities kept by the Registrar.

     

        "Indenture"
means this Indenture, as amended or supplemented from time to time.

     

        "Interest"
when used with respect to an Original Issue Discount Security (as defined below)
that by its terms bears interest only after Maturity (as defined below), means
interest payable after Maturity.

     

        "Maturity"
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at Stated Maturity (as defined below) or by
declaration of acceleration, call for redemption or otherwise.

     

        "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, any Vice-President, the Treasurer, the Controller, the
Secretary, any Assistant Treasurer or any Assistant Secretary of such
Person.

     

        "Officers'
Certificate" means a certificate signed by two or more Officers, one of whom
must be the principal executive officer, principal financial officer or
principal accounting officer of the Corporation, that meets the requirements of
Section 11.05 hereof.

     

        "Opinion of
Counsel" means an opinion from legal counsel who is reasonably acceptable to the
Trustee that meets the requirements of Section 11.05 hereof.  The
counsel may be an employee of or counsel to the Corporation or the
Trustee.

     

        "Original
Issue Discount Security" means any Security which provides that an amount less
than its principal amount is due and payable upon acceleration after an Event of
Default.

     

        "Person"
means any individual, corporation, partnership, joint venture, association,
limited liability company, joint stock company, trust, unincorporated
organization or government or other entity.

     

        "principal"
of a Security means the principal amount due on the Stated Maturity of the
Security plus the premium, if any, on the Security.

     

        "Securities"
means the Securities authenticated and delivered under this
Indenture.

     

        "Securities
Act" means the Securities Act of 1933, as amended.

     

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

     

         "Subsidiary" means,
with respect to any specified Person:  (i) 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 of
the corporation, association or other business 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        Table of Contents

      

    

     

    entity is
at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person (or a combination thereof); and
(ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person, or
(b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).

     

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

     

        "Trust
Officer" when used with respect to the Trustee, means any officer with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

     

        "Trustee"
means the party named as such above until a successor becomes such pursuant to
this Indenture and thereafter means or includes each party who is then a trustee
hereunder, and if at any time there is more than one such party, "Trustee" as
used with respect to the Securities of any series means the Trustee with respect
to Securities of that series.  If Trustees with respect to different series
of Securities are trustees under this Indenture, nothing herein shall constitute
the Trustees co-trustees of the same trust, and each Trustee shall be the
trustee of a trust separate and apart from any trust administered by any other
Trustee with respect to a different series of Securities.

     

        "U.S.
Government Obligations" means securities that are (i) direct obligations of
the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that is not callable or redeemable at
the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation evidenced by such depository
receipt.

    


        Section 1.02 Other
Definitions.

     

    
      	
              Term

            	
              Defined in
      Section

            
	
              "Bankruptcy
      Law"

            	
              6.01

            
	
              "Custodian"

            	
              6.01

            
	
              "Event
      of Default"

            	
              6.01

            
	
              "foreign
      government obligations"

            	
              8.01

            
	
              "Legal
      Holiday"

            	
              11.07

            
	
              "Paying
      Agent"

            	
              2.03

            
	
              "Place
      of Payment"

            	
              2.01

            
	
              "redemption
      price"

            	
              3.03

            
	
              "Registrar"

            	
              2.03

            


    

    


        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:

     

        "indenture
securities" means the Securities.

     

        "indenture
securityholder" means a Securityholder.

     

        "indenture to
be qualified" means this Indenture.

     

        "indenture
trustee" or "institutional trustee" means the Trustee.

     

        "obligor" on
the Securities means the Corporation and any Guarantor and any successor obligor
on the Securities.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        Table of Contents

      

    

     

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

    


        Section 1.04 Rules of
Construction.

     

        Unless the
context otherwise requires:

     

        (a) a term
has the meaning assigned to it;

     

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

     

        (c) "or" is
not exclusive;

     

        (d) words in
the singular include the plural, and in the plural include the
singular;

     

        (e)
provisions apply to successive events and transactions; and

     

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

    


    ARTICLE 2

    THE
SECURITIES

     

        Section 2.01 Unlimited In Amount, Issuable In Series, Form, and
Dating.

     

        The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.  The Securities may be issued in one or more
series.  There shall be established in or pursuant to a Board Resolution or
an Officers' Certificate pursuant to authority granted under a Board Resolution
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

     

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

     

        (b) the
series designation and whether they are senior Securities, senior subordinated
Securities or subordinated Securities;

     

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

     

        (d) the price
or prices (expressed as a percentage of the aggregate principal amount) at which
the Securities will be issued and, if other than the principal amount of the
Securities, the portion of the principal amount of the Securities payable upon
the maturity of the debt securities;

     

        (e) the date
or dates on which the principal of the Securities of the series is
payable;

     

        (f) the rate
or rates that may be fixed or variable at which the Securities of the series
shall bear interest, if any, or the manner in which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable;

     

        (g) the place
or places where the principal of, premium, if any, and interest, if any, on
Securities of the series shall be payable or the method of such payment, if by
wire transfer, mail or by other means, if other than as provided herein, and
where the Securities can be surrendered for transfer, exchange or
conversion;

     

        (h) the price
or prices at which (if any), the period or periods within which (if any) and the
terms and conditions upon which (if other than as provided herein) Securities of
the series may be redeemed, in whole or in part, at the option, or as an
obligation, of the Corporation;

     

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

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

        (j) the dates, if
any, on which, and the price or prices at which, the Securities of the series
will be repurchased by the Corporation at the option of the Holders thereof and
other detailed terms and provisions of such repurchase obligations;

     

        (k) if
convertible, the initial conversion price, the conversion period and any other
terms governing such conversion;

     

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

     

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

     

        (n) any
addition to, change in or deletion from the covenants set forth in Articles 4 or
5 that applies to Securities of the series;

     

        (o) any
addition to, changes in or deletion from the Events of Default with respect to
the Securities of a particular series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 6.02 hereof;

     

        (p) the
Trustee for the series of Securities;

     

        (q) the forms
of the Securities of the series in bearer or fully registered form (and, if in
fully registered form, whether the Securities will be issuable, in whole or in
part, as Global Securities);

     

        (r) whether
the Securities of the series shall be issued in whole or in part in the form of
a Global Security or Securities, the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for
other individual Securities and the Depositary for such Global Security or
Securities;

     

        (s) the
provisions, if any, relating to any security provided for the Securities of the
series;

     

        (t) any other
terms of the series (which terms may modify, supplement or delete any provision
of this Indenture with respect to such series; provided, however, that no
such term may modify or delete any provision hereof if imposed by the TIA;
and provided,
further, that any modification or deletion of the rights, duties
or immunities of the Trustee hereunder shall have been consented to in writing
by the Trustee);

     

        (u) the terms
and conditions, if any, upon which the Securities of the series shall be
exchanged for or converted into other securities or property of the Corporation
or securities of another person;

     

        (v) any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such series if other than those
appointed herein;

     

        (w) whether
the Securities rank as senior subordinated Securities or subordinated Securities
or any combination thereof and the terms of any such subordination;

     

        (x) the form
and terms of any guarantee of any Securities of the series;

     

        (y) the terms
and conditions of any defeasance provisions;

     

        (z) the
currency of denomination of the Securities;

     

        (aa) the
designation of the currency, currencies or currency units in which payment of
principal of, premium and interest on the Securities will be made;

     

        (bb) whether
the Securities will be listed on any securities exchange or quotation
system;

     

        (cc) if
payments of principal of, premium or interest on the Securities will be made in
one or more currencies or currency units other than that or those in which the
Securities are denominated, the manner in which the exchange rate with respect
to these payments will be determined;

     

        (dd) the
manner in which the amounts of payment of principal of, premium or interest on
the Securities will be determined, if these amounts may be determined by
reference to an index based on a currency or currencies other than that in which
the Securities are denominated or designated to be payable or by reference to a
commodity, commodity index, stock exchange index or financial
index;

     

    
      
        
        

      

      
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        (ee) whether and
under what circumstances, if any, additional amounts on any Securities will be
paid in respect of any tax, assessment or governmental charge and, if so,
whether the Corporation will have the option to redeem the Securities instead of
making the payment;

     

        (ff) the
terms and conditions pertaining to transfer, sale or other assignment of the
Securities; and

     

        (gg) if the
Securities are to be issued upon the exercise of debt warrants, the time, manner
and place for the Securities to be authenticated and delivered.

     

        All
Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers' Certificate or in any such indenture supplemental
hereto.

     

        The principal
of and any interest on the Securities shall be payable at the office or agency
of the Corporation designated in the form of Security for the series (each such
place herein called the "Place of Payment"); provided, however, that
payment of interest may be made at the option of the Corporation by check mailed
to the address of the Person entitled thereto as such address shall appear in
the register of Securities referred to in Section 2.03 hereof.

     

        Each Security
shall be in one of the forms approved from time to time by or pursuant to a
Board Resolution or Officers' Certificate, or established in one or more
indentures supplemental hereto.  Prior to the delivery of a Security to the
Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers' Certificate, the Corporation shall deliver to the
Trustee the Board Resolution or Officers' Certificate by or pursuant to which
such form of Security has been approved, which Board Resolution or Officers'
Certificate shall have attached thereto a true and correct copy of the form of
Security that has been approved by or pursuant thereto.

     

        The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage.  Each Security shall be dated the date of its
authentication.

    


        Section 2.02 Execution and
Authentication.

     

        One or more
Officers shall sign the Securities for the Corporation by manual or facsimile
signature.

     

        If an Officer
whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be
valid.

     

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

     

        The Trustee
shall authenticate Securities for original issue upon receipt of a Corporation
Order.

     

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

    


        Section 2.03 Registrar and Paying
Agent.

     

        The
Corporation shall maintain an office or agency where Securities of a particular
series may be presented for registration of transfer or for exchange (the
"Registrar")
and an office or agency where Securities of that series may be presented for
payment (a "Paying Agent").  The Registrar for a particular series of
Securities shall keep a register of the Securities of that series and of their
registration of transfer and exchange.  The Corporation may appoint one or
more co-Registrars and one or more additional paying agents for each series of
Securities.  The term "Paying Agent" includes any additional paying agent.
 The Corporation may change any Paying Agent, Registrar or co-Registrar
without prior notice to any Securityholder.  The Corporation shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture.

     

        If the
Corporation fails to maintain a Registrar or Paying Agent for any series of
Securities, the Trustee shall act as such.  The Corporation or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

     

        The
Corporation hereby appoints the Trustee the initial Registrar and Paying Agent
for each series of Securities unless another Registrar or Paying Agent, as the
case may be, is appointed prior to the time Securities of that series are first
issued.

    


    
      
        
        

      

      
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        Section 2.04 Paying Agent to Hold
Money in Trust.

     

        Whenever the
Corporation has one or more Paying Agents it will, prior to each due date of the
principal of, or interest on, any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Corporation will promptly
notify the Trustee of its action or failure so to act.

     

        The
Corporation shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent will hold in trust for the benefit of the
Securityholders of the particular series for which it is acting, or the Trustee,
all money held by the Paying Agent for the payment of principal or interest on
the Securities of such series, and that such Paying Agent will notify the
Trustee of any Default by the Corporation or any other obligor of the series of
Securities in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  If the Corporation
or an Affiliate acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Securityholders of the particular series for
which it is acting all money held by it as Paying Agent.  The Corporation
at any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon so doing, the Paying Agent (if other than the Corporation or
an Affiliate of the Corporation) shall have no further liability for such
money.  Upon any bankruptcy or reorganization proceedings relating to the
Corporation, the Trustee shall serve as Paying Agent for the
Securities.

    


        Section 2.05 Securityholder
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 Securityholders, separately
by series, and shall otherwise comply with TIA Section 312(a).  If the
Trustee is not the Registrar, the Corporation shall furnish to the Trustee at
least seven Business Days before each 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
Securityholders, separately by series, relating to such interest payment date or
request, as the case may be.

    


        Section 2.06 Transfer and
Exchange.

     

        Where
Securities 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 Securities of the same series of other authorized denominations, 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 Corporation shall issue and the Trustee shall authenticate
Securities at the Registrar's request.

     

        No service
charge shall be made for any registration of transfer or exchange, but the
Corporation 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 2.09, 2.13, 3.06 or 9.04).

     

        The
Corporation need not issue, and the Registrar or co-Registrar need not register
the transfer or exchange of, (i) any Security of a particular series during
a period beginning at the opening of business 15 days before the day of any
selection of Securities of that series for redemption under Section 3.02
and ending at the close of business on the day of selection, or (ii) any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security of that series being redeemed in part.

    


        Section 2.07 Replacement
Securities.

     

        If a
mutilated Security is surrendered to the Trustee or if the Holder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the
Corporation shall issue and the Trustee shall authenticate a replacement
Security of same series if the Corporation’s and the Trustee’s requirements are
met.  The Trustee or the Corporation may require an indemnity bond to be
furnished which is sufficient in the judgment of both to protect the
Corporation, the Trustee and any Agent from any loss which any of them may
suffer if a Security is replaced.  The Corporation or the Trustee may
charge such Holder for its expenses in replacing a Security.

     

    
      
        
        

      

      
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        Every replacement
Security is an obligation of the Corporation and shall be entitled to all the
benefit of the Indenture equally and proportionately with any and all other
Securities of the same series.

    


        Section 2.08 Outstanding
Securities.

     

        The
Securities of any series outstanding at any time are all the Securities of that
series authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding.

     

        If a Security
is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Security is held
by a protected purchaser.

     

        If Securities
are considered paid under Section 4.01, they cease to be outstanding and
interest on them ceases to accrue.

     

        Except as set
forth in Section 2.09 hereof, a Security does not cease to be outstanding
because the Corporation or an Affiliate holds the Security.

     

        For each
series of Original Issue Discount Securities, the principal amount of such
Securities that shall be deemed to be outstanding and used to determine whether
the necessary Holders have given any request, demand, authorization, direction,
notice, consent or waiver shall be the principal amount of such Securities that
could be declared to be due and payable upon acceleration upon an Event of
Default as of the date of such determination.  When requested by the
Trustee, the Corporation shall advise the Trustee of such amount, showing its
computations in reasonable detail.

    


        Section 2.09 Temporary
Securities.

     

        Until
definitive Securities are ready for delivery, the Corporation may prepare and
the Trustee shall authenticate temporary Securities upon a Corporation Order.
 Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Corporation considers appropriate
for temporary Securities.  Without unreasonable delay, the Corporation
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

     

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

    


        Section 2.10 Cancellation.

     

        The
Corporation at any time may deliver Securities to the Trustee for cancellation.
 The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment.  The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall return such canceled
Securities to the Corporation at the Corporation’s written request.  The
Corporation may not issue new Securities to replace Securities that it has paid
or that have been delivered to the Trustee for cancellation.

    


        Section 2.11 Defaulted
Interest.

     

        If the
Corporation fails to make a payment of interest on any series of Securities, the
Corporation shall pay such defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner.  It may
elect to pay such defaulted interest, plus any such interest payable on it, to
the Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date.  The Corporation shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each such
Security and the date of the proposed payment.  The Corporation shall fix
or cause to be fixed any such record date and payment date for such payment,
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 any such record date, the Corporation shall mail to
Securityholders affected thereby a notice that states the record date, payment
date and amount of such interest to be paid.

     

    
          Section 2.12 Special Record
Dates.

       

          (a) The
Corporation may, but shall not be obligated to, set a record date for the
purpose of determining the identity of Holders entitled to consent to any
supplement, amendment or waiver permitted by this Indenture.  If a record
date is fixed, the Holders of Securities of that series outstanding on such
record date, and no other Holders, shall be entitled to 


    

    
      
        
        

      

      
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    consent
to such supplement, amendment or waiver or revoke any consent previously given,
whether or not such Holders remain Holders after such record date.  No
consent shall be valid or effective for more than 90 days after such record
date unless consents from Holders of the principal amount of Securities of that
series required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

     

        (b) The
Corporation may, but shall not be obligated to, fix any day as a record date for
the purpose of determining the Holders of any series of Securities entitled to
join in the giving or making of any notice of Default, any declaration of
acceleration, any request to institute proceedings or any other similar
direction.  If a record date is fixed, the Holders of Securities of that
series outstanding on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided, however, that no
such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

    


        Section 2.13 Global
Securities.

     

        (a) Terms of
Securities.  A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Security or Securities.

     

        (b) Transfer
and Exchange.  Notwithstanding any provisions to the contrary contained in
Section 2.06 of this Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.06 of this Indenture for
securities registered in the names of Holders other than the Depositary for such
Security or its nominee only if:  (i) such Depositary notifies
the Corporation that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Corporation
fails to appoint a successor Depositary within 90 days of such event; or
(ii) the Corporation executes and delivers to the Trustee an Officers'
Certificate to the effect that such Global Security shall be so exchangeable.
 Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

     

        Except as
provided in this paragraph (b) of this Section, a Global Security may not
be transferred except as a whole by the Depositary with respect to such Global
Security 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 Security issued hereunder shall bear a legend in substantially
the following form:

     

        "Unless this
certificate is presented by an authorized representative of The Depository Trust
Corporation, a New York corporation ("DTC"), New York, New York, to the issuer
or its agent for registration of transfer, exchange or payment and any
certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co. has an interest herein. Transfer of this
Global Security shall be limited to transfers in whole, but not in part, to
nominees of DTC or to a successor thereof or such successor’s nominee and
limited to transfers made in accordance with the restrictions set forth in the
Indenture referred to herein."

     

        (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 this Indenture.

     

        (e)
Payments.  Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.01 hereof, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Person specified therein.

     

        (f) Consents,
Declaration and Directions.  Except as provided in paragraph (e) of
this Section, the Corporation, the Trustee and any Agent shall treat a Person as
the Holder of such principal amount of outstanding Securities of such series
represented by a Global Security as shall be specified in a written statement of
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    Security,
for purposes of obtaining any consents, declarations or directions required to
be given by the Holders pursuant to this Indenture.

    


        Section 2.14 CUSIP
Numbers.

     

        The
Corporation in issuing any series of Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
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 such Securities or as contained in any notice and that reliance may be placed
only on the other identification numbers printed on such Securities, and any
such action relating to such notice shall not be affected by any defect in or
omission of such numbers in such notice.  The Corporation shall promptly
notify the Trustee of any change in the "CUSIP" numbers.

    


    ARTICLE 3

    REDEMPTION

    


        Section 3.01 Notices to
Trustee.

     

        If the
Corporation elects to redeem Securities of any series pursuant to any optional
redemption provisions thereof, it shall furnish to the Trustee at least
30 days, but not more than 60 days before a redemption date, an
Officers' Certificate which shall specify (i) the provisions of such
Security or this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Securities of
that series to be redeemed and (iv) the redemption price.

     

        If the
Corporation elects to reduce the principal amount of Securities of any series to
be redeemed pursuant to mandatory redemption provisions thereof, it shall notify
the Trustee of the amount of, and the basis for, any such reduction.  If
the Corporation elects to credit against any such mandatory redemption
Securities it has not previously delivered to the Trustee for cancellation, it
shall deliver such Securities with such notice.

    


        Section 3.02 Selection of
Securities to Be Redeemed.

     

        If less than
all the Securities of any series are to be redeemed, or purchased in an offer to
purchase at any time, the Trustee shall select the Securities of that series to
be redeemed or purchased as follows:  (1) if the Securities of such
series are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the
Securities of that series are listed; or (2) if the Securities of that
series are not listed on a national securities exchange, on a pro rata basis, by
lot or by such other method as the Trustee deems fair and appropriate.  In
the event of a partial redemption or purchase by lot, the particular Securities
to be redeemed or purchased will be selected not less than 30 nor more than
60 days prior to the redemption or purchase date by the Trustee from
Securities of that series outstanding and not previously called for
redemption.

     

        The Trustee
shall notify the Corporation promptly in writing of the Securities or portions
of Securities to be called for redemption or purchase and, in the case of any
Securities selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased.  Except as otherwise provided as to
any particular series of Securities, Securities and portions thereof that the
Trustee selects shall be in amounts equal to the minimum authorized denomination
for Securities of the series to be redeemed or purchased or any integral
multiple thereof, except that if all of the Securities of the series are to be
redeemed or purchased, the entire outstanding amount of the Securities of the
series held by such Holder, even if not equal to the minimum authorized
denomination for the Securities of that series, shall be redeemed or purchased.
 Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for
redemption.

    


        Section 3.03 Notice of
Redemption.

     

        Except as
otherwise provided as to any particular series of Securities, at least
30 days but not more than 60 days before a redemption date, the
Corporation shall mail a notice of redemption to each Holder whose Securities
are to be redeemed.

     

        The notice shall
identify the Securities of the series to be redeemed and shall state:

       

          (1) the
redemption date;

    

     

    
      
        
        

      

      
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        (2) the
redemption price fixed in accordance with the terms of the Securities of the
series to be redeemed, plus accrued interest, if any, to the date fixed for
redemption (the "redemption price");

     

        (3) if any
Security is being redeemed in part, the portion of the principal amount of such
Security to be redeemed and that, after the redemption date, upon surrender of
such Security, a new Security or Securities in principal amount equal to the
unredeemed portion will be issued upon cancellation of the original
Securities;

     

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

     

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

     

        (6) that,
unless the Corporation defaults in payment of the redemption price, interest on
Securities called for redemption ceases to accrue on and after the redemption
date;

     

        (7) the CUSIP
number, if any, of the Securities to be redeemed;

     

        (8) the
paragraph of the Securities and/or the section of the Indenture pursuant to
which the Securities called for redemption are being redeemed; and

     

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

     

        At the
Corporation's request, the Trustee shall give the notice of redemption in the
Corporation’s name and at its expense; provided, however, that the
Corporation shall have delivered to the Trustee, at least 45 days prior to
the redemption date, an Officers' 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.  The notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Holder receives such notice.  In any case, failure to give such
notice by mail or any defect in the notice of the Holder of any Security shall
not affect the validity of the proceeding for the redemption of any other
Security.

    


        Section 3.04 Effect of Notice of
Redemption.

     

        Except if the
giving of a notice of redemption would violate the terms of the Corporation’s
credit agreement, and subject to the subordination provisions of any series of
Securities, once notice of redemption is mailed in accordance with
Section 3.03 hereof, Securities called for redemption become due and
payable on the redemption date for the redemption price.  Upon surrender to
the Paying Agent, such Securities will be paid at the Redemption
Price.

    


        Section 3.05 Deposit of Redemption
Price.

     

        On or before
11:00 a.m., New York City time, on the redemption or purchase date, the
Corporation shall deposit with the Trustee or Paying Agent (or, if the
Corporation or any Affiliate is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption or purchase price of all
Securities called for redemption on that date other than Securities that have
previously been delivered by the Corporation to the Trustee for
cancellation.  The Paying Agent shall return to the Corporation any money
not required for that purpose.

     

        If the
Corporation complies with the provisions of the preceding paragraph, on and
after the redemption or purchase date, interest shall cease to accrue on the
Securities (or the portions thereof) called for redemption or purchase.  If
a Security is redeemed or purchased 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 Securities were
registered at the close of business on such record date.  If any Securities
called for redemption or purchase shall not be so paid upon surrender for
redemption because of the failure of the Corporation to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in accordance with the terms of the Securities of the series to be
redeemed.

     

        Section 3.06 Securities Redeemed or
Purchased in Part.

       

          Upon
surrender of a Security that is redeemed or purchased in part, the Corporation
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Corporation a new Security of same series equal in principal amount to the
unredeemed or unpurchased portion of the Security
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    ARTICLE 4

    COVENANTS

    


        Section 4.01 Payment of
Securities.

     

        The
Corporation shall pay or cause to be paid the principal of, premium, if any, and
interest, if any, on the Securities on the dates and in the manner provided in
this Indenture and the Securities.  Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Corporation or an Affiliate, holds as of 11:00 a.m., New York City
time, on that date immediately available funds designated for and sufficient to
pay all principal, premium, if any, and interest then due.

     

        To the extent
lawful, the Corporation shall pay interest on overdue principal and overdue
installments of interest at the rate per annum borne by the applicable series of
Securities.

    


        Section 4.02 Maintenance of Office
or Agency.

     

        The
Corporation shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee or Registrar) where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Corporation in
respect of the Securities and this Indenture may be served.  The
Corporation shall 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
Corporation shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

     

        The
Corporation may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Corporation of
its obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York for such purposes.  The Corporation shall 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.

     

        The
Corporation hereby designates the Corporate Trust Office of the Trustee as one
such office or agency of the Corporation in accordance with
Section 2.03.

    


        Section 4.03 Reports.

     

        The
Corporation shall deliver to the Trustee within 15 days after it files them
with the Commission copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Corporation
is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act; provided, however, the
Corporation shall not be required to deliver to the Trustee any materials for
which the Corporation has sought and received confidential treatment by the
Commission.  The Corporation also shall comply with the other provisions of
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 Corporation’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

    


        Section 4.04 Compliance
Certificate.

     

        (a) The
Corporation or any Guarantors shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Corporation, an Officers' Certificate
stating that a review of the activities of the Corporation and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers (one of whom shall be the principal executive officer,
principal financial officer or principal accounting officer of the Corporation)
with a view to determining whether the Corporation 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 Corporation 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
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    action
the Corporation 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 account of the principal of or interest, if any,
on the Securities is prohibited or if such event has occurred, a description of
the event and what action the Corporation is taking or proposes to take with
respect thereto.

     

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

    


        Section 4.05 Taxes.

     

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

    


        Section 4.06 Stay, Extension, and
Usury Laws.

     

        The
Corporation and any Guarantors covenant (to the extent that it may lawfully do
so) that they 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 Corporation
and each Guarantor (to the extent that they may lawfully do so) hereby expressly
waive all benefits or advantages of any such law, and covenant that they shall
not, by resort to any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law has been enacted.

    


        Section 4.07 Calculation of
Original Issue Discount.

     

        If, as of the
end of any fiscal year of the Corporation, the Corporation has any outstanding
Original Issue Discount Securities under the Indenture, the Corporation shall
file with the Trustee promptly following the end of such fiscal year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on such Original Issue Discount Securities as
of the end of such year and (ii) such other specific information relating
to such original issue discount as may then be required under the Internal
Revenue Code of 1986, as amended from time to time.

    


    ARTICLE 5

    SUCCESSORS

    


        Section 5.01 When
Corporation May
Merge, Etc.

     

        In addition
to provisions applicable to a particular series of Securities, the Corporation
shall not directly or indirectly:  (i) consolidate or merge with or
into another Person (whether or not the Corporation is the surviving Person); or
(ii) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the properties or assets of the Corporation and its
Subsidiaries in one or more related transactions to any Person
unless:

     

        (1)
either:  (x) the Corporation is the surviving Person; or
(y) the Person formed by or surviving any such consolidation or merger (if
other than the Corporation) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a Person organized or
existing under the laws of the United States, any state thereof or the District
of Columbia;

     

        (2) the
Person formed by or surviving any such consolidation or merger (if other than
the Corporation) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes (by supplemental
indenture reasonably satisfactory to the Trustee) all the obligations of the
Corporation under the Securities and this Indenture; and

     

        (3)
immediately after the transaction no Default or Event of Default
exists.

     

         The Corporation shall
deliver to the Trustee on or prior to the consummation of the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture (although counsel need not opine as to clause
(3) above).

      


    

    
      
        
        

      

      
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        Section 5.02 Successor Person
Substituted.

     

        Upon any
consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition (other than by lease) of all or substantially all of the assets of
the Corporation in accordance with Section 5.01 hereof, the successor
Person formed by such consolidation or into which the Corporation is merged or
to which such sale, assignment, transfer, 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, conveyance or other disposition, the
provisions of this Indenture referring to the "Corporation" shall refer instead
to the successor Person and not to the Corporation), and may exercise every
right and power of, the Corporation under this Indenture with the same effect as
if such successor Person had been named as the Corporation herein; provided, however, that the
predecessor Corporation shall not be relieved from the obligation to pay
principal of, and interest on, any Securities except in the case of a sale,
assignment, transfer, conveyance or other disposition of all or substantially
all of the Corporation's assets that meets the requirements of Section 5.01
hereof.

    


    ARTICLE 6

    DEFAULTS
AND REMEDIES

    


        Section 6.01 Events of
Default.

     

        An "Event of
Default" occurs with respect to Securities of any particular series if, unless
as otherwise provided in the establishing Board Resolution, Officers'
Certificate or supplemental indenture hereto:

     

        (1) the
Corporation defaults in the payment of interest on any Security of that series
when the same becomes due and payable and the Default continues for a period of
30 days;

     

        (2) the
Corporation defaults in the payment, when due, of the principal of, or premium,
if any, on any Security of that series when the same becomes due and payable at
Maturity, upon redemption (including in connection with any offer to purchase
under the terms of such Securities), or otherwise;

     

        (3) an Event
of Default, as defined in the Securities of that series, occurs and is
continuing, or the Corporation fails to comply with any of its other agreements
in the Securities of that series or in this Indenture with respect to that
series and the Default continues for the period and after the notice specified
below;

     

        (4) the
Corporation 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) admits in
writing its inability generally to pay its debts as the same become
due.

     

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

     

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

     

        (B) appoints
a Custodian of the Corporation or for all or substantially all of its property;
or

     

        (C) orders
the liquidation of the Corporation; and the order or decree remains unstayed and
in effect for 90 days; or

     

        (6) any other
Event of Default provided with respect to Securities of that series which is
specified in a Board Resolution, Officers' Certificate or supplemental indenture
establishing that series of Securities.

     

        The term "Bankruptcy
Law" means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.  The term "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

       

          A Default
under clause (3) above is not an Event of Default with respect to a
particular series of Securities until the Trustee or the Holders of at least 50%
in principal amount of the then outstanding Securities of that series notify the
Corporation of the Default and the Corporation does not cure the Default within
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    must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default."  Such notice shall be given by the Trustee if so
requested in writing by the Holders of 50% of the principal amount of the then
outstanding Securities of that series.

    


        Section 6.02 Acceleration.

     

        If an Event
of Default with respect to Securities of any series (other than an Event of
Default specified in clauses (4) and (5) of Section 6.01) occurs
and is continuing, the Trustee by notice to the Corporation, or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series by notice to the Corporation and the Trustee, may, subject to any prior
notice requirements set forth in any supplemental indenture, declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable on the Securities of
that series.  Upon such declaration, the principal (or such lesser amount)
and interest shall be due and payable immediately.  If an Event of Default
specified in clause (4) or (5) of Section 6.01 occurs, all of
such amount shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.  The
Holders of a majority in principal amount of the then outstanding Securities of
that series by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to that series have been
cured or waived except nonpayment of principal (or such lesser amount) or
interest that has become due solely because of the acceleration.

    


        Section 6.03 Other
Remedies.

     

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

     

        The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding.  A delay or omission by the
Trustee or any Securityholder 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.

     

        Subject to
Section 6.02, the Holders of not less than a majority in aggregate
principal amount of the then outstanding Securities of any series, by notice to
the Trustee, may on behalf of the Holders of the Securities of that series,
waive an existing Default or Event of Default with respect to that series and
its consequences except a continuing Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of,
premium, if any, or interest on any Security of that series (including in
connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the outstanding
Securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration and
its consequences, including any related payment default that resulted from any
such acceleration.  Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent
thereon.

    


        Section 6.05 Control by
Majority.

     

        The Holders
of a majority in principal amount of the then outstanding Securities of any
series may direct the time, method and place of conducting any proceeding for
exercising any remedy with respect to that series 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 Securities of that series or that may involve the Trustee in personal liability.
 The Trustee may take any other action which it deems proper that is not
inconsistent with any such direction.  Notwithstanding any provision to the
contrary in this Indenture, the Trustee shall not be obligated to take any
action with respect to the provisions of Section 6.02 unless directed to do
so pursuant to this Section 6.05.

     

    
      
        
        

      

      
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        Section 6.06 Limitation on
Suits.

     

        A Holder of
Securities of any series may not pursue a remedy with respect to this Indenture
or the Securities unless:

     

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

     

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

     

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

     

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

     

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

     

        No Holder of
any series of Securities may use this Indenture to prejudice the rights of
another Holder of Securities of that series or to obtain a preference or
priority over another Holder of Securities of that series.

    


        Section 6.07 Rights of Holders to
Receive Payment.

     

        Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal, premium, if any, and interest on the Security, on
or after the respective due dates expressed in the Security (including in
connection with any offer to purchase), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not, except as
provided in the subordination provisions, if any, applicable to such Security,
be impaired or affected without the consent of the Holder.

    


        Section 6.08 Collection Suit by
Trustee.

     

        If an Event
of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the
Corporation for the whole amount of principal (or such portion of the principal
as may be specified as due upon acceleration at that time in the terms of that
series of Securities), premium, if any, and interest, remaining unpaid on the
Securities of that series then outstanding, together with (to the extent lawful)
interest on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including 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.

    


        Section 6.09 Trustee May File
Proofs of Claim.

     

        The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee under
Section 7.07 hereof) and the Securityholders allowed in any judicial
proceedings relative to the Corporation (or any other obligor on the
Securities), its creditors or its property and shall be entitled to 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
proceedings 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 agent and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

    


    
      
        
        

      

      
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        Section 6.10 Priorities.

     

        If the
Trustee collects any money with respect to Securities of any series pursuant to
this Article, 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: 
in accordance with the subordination provisions, if any, of the Securities of
such series;

     

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

     

        FOURTH:
 to the Corporation or to such party as a court of competent jurisdiction
shall direct.

     

        The Trustee
may fix a record date and payment date for any payment to Holders of Securities
of any series pursuant to this Section.  The Trustee shall notify the
Corporation in writing reasonably in advance of any such record date and payment
date.

    


        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 defense made by the party litigant.  This Section
does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 hereof or a suit by Holders of more than 10% in principal
amount of the then outstanding Securities 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 their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

     

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

     

        (i) the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture or the TIA and the Trustee need perform only those duties that
are specifically set forth in this Indenture or the TIA 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.  However, in the case of any certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of 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 of the Trustee, 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.

    

    
      
        
        

      

      
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        (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), and
(c) of this Section.

     

        (e) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee may refuse to perform any duty
or exercise any right or power, including without limitation, the provisions of
Section 6.05 hereof, unless it receives 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 Corporation.  Absent written
instruction from the Corporation, the Trustee shall not be required to invest
any such money.  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.

     

        Subject to
TIA Section 315(a) through (d):

     

        (a) The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.

     

        (b) Before
the Trustee acts or refrains from acting, it may require an Officers'
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 Officers' Certificate or Opinion of Counsel.

     

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

     

        (d) The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers under
the Indenture, unless the Trustee’s conduct constitutes negligence.

     

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

     

        (f) The
Trustee may consult with counsel of its selection and may rely upon the advice
of such counsel or any Opinion of Counsel.

     

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

     

        (h) The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as duties.

    


        Section 7.03 Individual Rights of
Trustee.

     

        The Trustee
in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Corporation or an Affiliate with the
same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.  However, the Trustee is subject to TIA Sections
310(b) and 311.

    


        Section 7.04 Trustee's Disclaimer.

     

        The Trustee
makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Corporation's use of the
proceeds from the Securities and it shall not be responsible for any statement
in the Securities other than its certificate of authentication.

     

        Section 7.05 Notice of
Defaults.

       

          If a Default
or Event of Default with respect to the Securities of any series occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to all
Holders of Securities of that series a notice of the Default or Event of Default
within 90 days after it occurs.  Except in the case of a Default or
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    Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of such
Securityholders.

    


        Section 7.06 Reports by Trustee to
Holders.

     

        Within
60 days after May 15 in each year, the Trustee with respect to any
series of Securities shall mail to Holders of Securities of that series as
provided in TIA Section 313(c) a brief report dated as of such May 15 that
complies with TIA Section 313(a) (if such report is required by TIA
Section 313(a)).  The Trustee shall also comply with TIA
Section 313(b)(2).

     

        A copy of
each report at the time of its mailing to Securityholders shall be mailed to the
Corporation and filed with the Commission and each stock exchange on which any
of the Securities are listed, as required by TIA Section 313(d).  The
Corporation shall notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.

    


        Section 7.07 Compensation and
Indemnity.

     

        The
Corporation shall pay to the Trustee from time to time such compensation as
shall be agreed upon in writing for its services hereunder.  The
Corporation shall reimburse the Trustee upon written request for all reasonable
out-of-pocket expenses incurred by it.  Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee's agents and
counsel.

     

        The
Corporation shall indemnify each of the Trustee or any predecessor Trustee for
any loss, liability, damage, claims or expenses, including taxes (other than
taxes based upon, measured by or determined by, the income of the Trustee)
incurred by it, without negligence or bad faith on its part, in connection with
the acceptance or administration of this Indenture and its duties
hereunder.  The Trustee shall notify the Corporation promptly of any claim
for which it may seek indemnity.  The Corporation shall defend the claim
and the Trustee shall cooperate in the defense.  The Trustee may have
separate counsel at its own expense.  The Corporation need not pay for any
settlement made without its consent.

     

        To secure the
Corporation's payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the
Trustee in its capacity as Trustee, except money or property held in trust to
pay principal and interest on particular Securities.  Such lien will
survive the satisfaction and discharge of this Indenture.

     

        If the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(4) or (5) hereof occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

     

        This
Section 7.07 shall survive the resignation or removal of the Trustee and
the termination of this Indenture.

    


        Section 7.08 Replacement of
Trustee.

     

        A resignation
or removal of the Trustee with respect to one or more or all series of
Securities 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 with respect to one or more or all series of Securities by so
notifying the Corporation in writing.  The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Corporation’s consent.  The Corporation may
remove the Trustee with respect to one or more or all series of Securities
if:

     

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

     

        (2)  the Trustee
is adjudged bankrupt or insolvent;

     

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

       

          (4)  the
Trustee becomes incapable of acting.

    

    
      
        
        

      

      
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        If, as to any
series of Securities, the Trustee resigns or is removed or if a vacancy exists
in the office of Trustee for any reason, the Corporation shall promptly appoint
a successor Trustee for that series.  Within one year after the successor
Trustee with respect to any series takes office, the Holders of a majority in
principal amount of the then outstanding Securities of that series may appoint a
successor Trustee to replace the successor Trustee appointed by the Corporation.
 If a successor Trustee as to a particular series does not take office
within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Corporation or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor
Trustee.

     

        If the
Trustee fails to comply with Section 7.10 hereof with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

     

        A successor
Trustee as to any series of Securities shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Corporation.  Immediately
after that, the retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee (subject to the lien provided for in
Section 7.07 hereof), 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 as to that series. 
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

     

        Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Corporation's
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring trustee.

     

        In case of
the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Corporation, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and that (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) shall
contain such provisions as shall be necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that
nothing herein or in such supplemental indenture shall constitute such Trustee
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust hereunder separate and apart from any trust hereunder administered by any
other such Trustee.

     

        Upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates.

    


        Section 7.09 Successor Trustee by
Merger, etc.

     

        If the
Trustee as to any series of Securities 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 as to that series.

    


        Section 7.10 Eligibility;
Disqualification.

     

        Each series
of Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5).  The Trustee as to any series of
Securities shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition.  The Trustee is subject to TIA Section 310(b).

    


    
      
        
        

      

      
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        Section 7.11 Preferential
Collection of Claims Against Corporation.

     

        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.

    


    ARTICLE 8

    SATISFACTION
AND DISCHARGE; DEFEASANCE

    


        Section 8.01 Satisfaction and
Discharge.

     

        This
Indenture will be discharged and will cease to be of further effect with respect
to any series of Securities issued hereunder, when:

     

        (1) either:

     

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

     

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

     

        (2) no
Default or Event of Default with respect to such series of Securities shall have
occurred and be continuing on the date of such deposit or shall 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 material instrument to which the
Corporation or any Guarantor is a party to or by which the Corporation or any
Guarantor is bound;

     

        (3) the
Corporation or any Guarantor has paid or caused to be paid all sums payable by
it under this Indenture with respect to such series of Securities;
and

     

        (4) the
Corporation has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Securities of
such series at Maturity or the redemption date, as the case may be.  In
addition, the Corporation must deliver an Officers' Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

     

        Notwithstanding, the
satisfaction and discharge of this Indenture with respect to a series of
Securities, if money shall have been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section, the provisions of
Section 8.06 shall survive.

     

        For purposes
of this Indenture, the term "foreign government obligations" means, with respect
to Securities of any series that are denominated in a currency other than United
States dollars, (a) direct obligations of the government that issued or
caused to be issued such currency for the payment of which obligations its full
faith and credit is pledged, which are not callable or redeemable at the option
of the issuer thereof or (b) obligations of a person controlled or
supervised by or acting as an agency or instrumentality of that government, the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by that government, which are not callable or redeemable at the
option of the issuer thereof.

    


        Section 8.02 Option to Effect Legal
Defeasance or Covenant Defeasance.

     

        Unless
Section 8.03 or 8.04 is otherwise specified to be inapplicable to
Securities of a series, the Corporation may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officers’ Certificate, at
any time, elect to have either Section 8.03 or 8.04 hereof be applied to
all outstanding Securities of any such series upon compliance with the
conditions set forth below in this Article 8.

    


    
      
        
        

      

      
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        Section 8.03 Legal Defeasance and
Discharge.

     

        Upon the
Corporation's exercise under Section 8.02 hereof of the option applicable
to this Section 8.03, the Corporation and any Guarantor shall, subject to the
satisfaction of the conditions set forth in Section 8.05 hereof, be deemed
to have been discharged from their respective obligations with respect to all
outstanding Securities of any series on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance").  For this purpose, Legal
Defeasance means that the Corporation and any Guarantor shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Securities of a series, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.06 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Securities and this Indenture (and the Trustee,
on demand of and at the expense of the Corporation, 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 Securities to receive solely
from the trust fund described in Section 8.05 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium and
interest on such Securities when such payments are due; (b) the
Corporation’s obligations with respect to such Securities under Article 2
and Section 4.02 hereof; (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Corporation's or any Guarantors'
obligations in connection therewith; and (d) this Article 8.
 Subject to compliance with this Article 8, the Corporation may
exercise its option under this Section 8.03 notwithstanding the prior
exercise of its option under Section 8.04 hereof.

    


        Section 8.04 Covenant
Defeasance.

     

        Upon the
Corporation’s exercise under Section 8.02 hereof of the option applicable
to this Section 8.04, the Corporation or any Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.05 hereof, be
released from their respective obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.06 and 4.07, and Section 5.01 hereof with
respect to the outstanding Securities of any series on and after the date the
conditions set forth in Section 8.05 are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of such series 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 Securities shall not be deemed
outstanding for accounting purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities of any series,
the Corporation or any Guarantors 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 Securities shall be unaffected thereby.  In addition,
upon the Corporation's exercise under Section 8.02 hereof of the option
applicable to this Section 8.04 hereof, subject to the satisfaction of the
conditions set forth in Section 8.05 hereof, Sections 6.01(3) through
6.01(6) hereof shall not constitute Events of Default.

    


        Section 8.05 Conditions to Legal or
Covenant Defeasance.

     

        The following
shall be the conditions to the application of either Section 8.03 or 8.04
hereof to the outstanding Securities of any series.  In order to exercise
either Legal Defeasance or Covenant Defeasance:

     

        (a) the
Corporation must irrevocably deposit with the Trustee, in trust, for the benefit
of the Holders, cash in United States dollars, non-callable U.S. Government
Obligations, foreign government obligations or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium and interest on
the outstanding Securities on the stated date for payment thereof or on the
applicable redemption date, as the case may be;

     

        (b) in the
case of an election under Section 8.03 hereof, the Corporation shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Corporation has received
from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     

    
      
        
        

      

      
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        (c) in the
case of an election under Section 8.04 hereof, the Corporation shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not
occurred;

     

        (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 Securities pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(4) or 6.01(5) 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 Corporation or any of its
Subsidiaries is a party or by which the Corporation or any of its Subsidiaries
is bound;

     

        (f) the
Corporation shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by the Corporation with the intent of preferring
the Holders over any other creditors of the Corporation or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the
Corporation; and

     

        (g) the
Corporation shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.

    


        Section 8.06 Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous
Provisions.

     

        Subject to
Section 8.07 hereof, all money and non-callable U.S. Government Obligations
or foreign government obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.06, the "Trustee") pursuant to Section 8.01 or
Section 8.05 hereof in respect of the outstanding Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Corporation acting as Paying Agent) as the Trustee
may determine, to the Holders of such Securities of all sums due and to become
due thereon in respect of principal, premium, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     

        The
Corporation shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable U.S. Government
Obligations or foreign government obligations deposited pursuant to
Section 8.05 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 Securities.

     

        Anything in
this Article 8 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Corporation from time to time upon the request of the Corporation
any money or non-callable U.S. Government Obligations or foreign government
obligations held by it as provided in Section 8.05 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 8.05(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 8.07 Repayment to
Corporation.

     

        Any money
deposited with the Trustee or any Paying Agent, or then held by the Corporation,
in trust for the payment of the principal of, premium, if any, or interest on
any Securities 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
Corporation on its request or (if then held by the Corporation) shall be
discharged from such trust; and the Holder of such Securities shall thereafter
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    the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Corporation as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Corporation 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 will be repaid to the
Corporation.

    


        Section 8.08 Reinstatement.

     

        If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable U.S. Government Obligations in accordance with Section 8.03 or
8.04 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 Corporation's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.03 or 8.04 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.03
or 8.04 hereof, as the case may be; provided, however, that, if the
Corporation makes any payment of principal of, premium, if any, or interest on
any Securities following the reinstatement of its obligations, the Corporation
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.

    


    ARTICLE 9

    SUPPLEMENTS,
AMENDMENTS, AND WAIVERS

    


        Section 9.01 Without Consent of
Holders.

     

        The
Corporation and the Trustee as to any series of Securities may supplement or
amend this Indenture or the Securities without notice to or the consent of any
Securityholder:

     

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

     

        (2) to comply
with Article 5;

     

        (3) to comply
with any requirements of the Commission in connection with the qualification of
this Indenture under the TIA;

     

        (4) to add or
change any provisions of this Indenture to facilitate the issuance of, or to
liberalize the terms of, Securities issued in bearer form, or to permit or
facilitate the issuance of Securities in uncertificated form, provided that this
action will not adversely affect the interests of the Holders of the Securities
of any series in any material respect;

     

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

     

        (6) to add to
existing covenants additional covenants for the benefit of the Holders of all or
any series of Securities, to surrender any right or power conferred upon the
Corporation in this Indenture or to add events of default for the benefit of
Holders of all or any series of Securities;

     

        (7) to secure
previously unsecured Securities;

     

        (8) to make
any change that does not adversely affect in any material respect the interests
of the Securityholders of any series;

     

        (9) to
establish additional series of Securities as permitted by Section 2.01
hereof;

     

        (10) to
establish the form or terms of Securities of any series, including the
provisions and procedures, if applicable, for the conversion or exchange of the
Securities into other securities or property;

     

        (11) to
evidence and provide for the acceptance or appointment of a successor Trustee or
facilitate the administration of the trusts under this Indenture by more than
one Trustee;

     

        

    
      
        
        

      

      
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        (12) to make
any provision with respect to the conversion or exchange of rights of Holders
pursuant to the requirements of this Indenture;

     

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

     

        (14) to
supplement any of the provisions of this Indenture to the extent necessary to
permit or facilitate defeasance and discharge of any series of Securities,
provided that the action shall not adversely affect the interests of the Holders
of Securities of any series in any material respect.

    


        Section 9.02 With Consent of
Holders.

     

        Subject to
Section 6.07, the Corporation and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class.  The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Corporation with any provision of
this Indenture with respect to that series or the Securities of that
series; provided, however, that
without the consent of each Securityholder affected, an amendment or waiver may
not:

     

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

     

        (2) reduce
the amount of, or postpone the date fixed for, the payment of any sinking fund
or analogous provision;

     

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

     

        (4) reduce
the principal of or change the fixed Maturity of any Security or waive a
redemption payment or alter the redemption provisions with respect
thereto;

     

        (5) make any
Security payable in money other than that stated in the Security (including
defaulted interest);

     

        (6) reduce
the principal amount of Original Issue Discount Securities payable upon
acceleration of the Maturity thereof;

     

        (7) make any
change in Section 6.04, 6.07 or this Section 9.02;

     

        (8) waive a
default in the payment of the principal of, or interest on, any Security, except
to the extent otherwise provided for in Section 6.02 hereof;

     

        (9) change
the place of payment on a Security;

     

        (10) change
the currency or currencies of payment of the principal of, and any premium,
make-whole payment, interest or additional amounts on, any
Security;

     

        (11) reduce
the percentage of Holders of Securities whose consent is needed to modify or
amend this Indenture;

     

        (12) reduce
the percentage of the Holders of outstanding Securities of any series necessary
to modify or amend this Indenture, to waive compliance with provisions of this
Indenture or defaults and their consequences under this Indenture or to reduce
the quorum or voting requirements contained in this Indenture;

     

        (13) make any
change that adversely affects the right to convert or exchange any Security
other than as permitted by this Indenture or decrease the conversion or exchange
rate or increase the conversion or exchange price of any such Security;
or

     

        (14) waive a
redemption payment with respect to any Security.

     

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

     

        

     

    
      
        
        

      

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

     

        The
Corporation shall mail supplemental indentures to Holders upon request.
 Any failure of the Corporation 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.

    


        Section 9.03 Revocation and Effect
of Consents.

     

        Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security; provided,
however, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
written notice of revocation before the date on which the amendment, supplement
or waiver becomes effective.  An amendment, supplement or waiver shall
become effective in accordance with its terms and thereafter shall bind every
Holder of Securities of that series.

    


        Section 9.04 Notation on or
Exchange of Securities.

     

        If an
amendment, supplement or waiver changes the terms of a Security:
 (a) the Trustee may require the Holder of the Security to deliver it
to the Trustee, the Trustee may, at the written direction of the Corporation and
at the Corporation's expense, place an appropriate notation on the Security
about the changed terms and return it to the Holder, and the Trustee may place
an appropriate notation on any Security thereafter authenticated; or (b) if
the Corporation or the Trustee so determines, the Corporation in exchange for
the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

     

        Failure to
make the appropriate notation or issue a new Security shall not affect the
validity and effect of such amendment, supplement or waiver.

    


        Section 9.05 Trustee to Sign
Amendments, etc.

     

        Subject to
the preceding sentence, the Trustee shall sign any amendment or supplemental
indenture if the same does not adversely affect the rights, duties, liabilities
or immunities of the Trustee.  The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that affects the Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise.
 The Corporation may not sign an amendment or supplemental indenture until
its Board of Directors approves it.  In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 11.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.

    


    ARTICLE 10

    GUARANTEES

    


        Section 10.01 Guarantee.

     

        Any series of
Securities may be guaranteed by one or more of the Guarantors.  The terms
and the form of any such Guarantee will be established in the manner
contemplated by Section 2.01 for that particular series of
Securities.

    


    ARTICLE 11

    MISCELLANEOUS

    


        Section 11.01 Indenture Subject to Trust
Indenture Act.

     

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

    


    
      
        
        

      

      
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        Section 11.02 Notices.

     

        Any notice or
communication is duly given if in writing and delivered in person or sent by
first-class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next-day delivery, addressed as
follows:

     

        If to the
Corporation and/or any Guarantor:

     

        HNI
Corporation

        408 East
Second Street

        Muscatine,
Iowa 52761

        Attention:  General
Counsel

        Telephone:  563/272-7400

        Facsimile:   
563/272-7237

    


        with a copy
to:

    


        Squire,
Sanders & Dempsey L.L.P.

        Two
Renaissance Square

        40 North
Central Avenue

        Phoenix,
AZ 85004-4498

        Attention:  Joseph
M. Crabb, Esq.

        Telephone:  602/528-4000

        Facsimile:   
602/253-8129

    


        If to the
Trustee:

    


        _____________________________________

        _____________________________________

        _____________________________________

        Attention:  ____________________________

        Telephone:  ___________________________

        Facsimile:  ____________________________

    


        The
Corporation or the Trustee by notice to the other 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:  (i) at the time delivered by hand, if personally
delivered; (ii) five Business Days after being deposited in the mail, postage
prepaid, if mailed; (iii) when receipt acknowledged, if telecopied; and
(iv) 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 Securityholder shall be mailed by first-class mail, certified
or registered, return receipt requested or by overnight air courier guaranteeing
next day delivery to his address shown on the register kept by the Registrar.
 Failure to mail a notice or communication to a Security holder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders.  If the Corporation mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee at the same time.  Any
notice or communication shall also be mailed to any Person described in TIA
Section 313(c), to the extent required by the TIA.

     

        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.

    


        Section 11.03 Communication By
Holders With Other Holders.

     

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

    


    
      
        
        

      

      
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        Section 11.04 Certificate and
Opinion as to Conditions Precedent.

     

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

     

        (a) an
Officers' Certificate, in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

     

        (b) an
Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof)
stating that, in the opinion of such counsel, such action is authorized or
permitted by this Indenture and that all such conditions precedent have been
complied with.

    


        Section 11.05 Statements Required in
Certificate or Opinion.

     

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

     

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

     

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

     

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

     

        (4) a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with; provided, however, that with respect to
matters of fact an Opinion of Counsel may rely on an officer's certificate or
certificates of public officials.

    


        Section 11.06 Rules by Trustee and
Agents.

     

        The Trustee
as to Securities of any series may make reasonable rules for action by or at a
meeting of Holders of Securities of that series.  The Registrar and any
Paying Agent or authenticating agent may make reasonable rules and set
reasonable requirements for their functions.

    


        Section 11.07 Legal
Holidays.

     

        A "Legal
Holiday" is a Saturday, a Sunday or a day on which banking institutions in the
City of New York, New York 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
for the intervening period.

    


        Section 11.08 No Recourse Against
Others.

     

        No past,
present or future director, officer, employee, manager, securityholder or
incorporator, as such, of the Corporation or any successor Person shall have any
liability for any obligations of the Corporation or any Guarantor under any
series of Securities, any guarantees thereof or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their
creation.  Each Securityholder by accepting a Security waives and releases
all such liability.  The waiver and release are part of the consideration
of issuance of the Securities.

    


        Section 11.09 Counterparts.

     

        This
Indenture may be executed by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

    


        

    
      
        
        

      

      
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        Section 11.10 Governing
Law.

     

        The internal
laws of the state of New York shall govern and be used to construe this
Indenture and the Securities (including any guarantees thereof), without giving
effect to the applicable principles of conflicts of laws to the extent that the
application of the laws of another jurisdiction would be required
thereby.

    
    Section 11.11 Submission to
Jurisdiction; Service of Process; Waiver of Jury Trial.

     

        Each party
hereto hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York State
Court sitting in New York City for purposes of all legal proceedings arising out
of or relating to this Indenture, the Securities (including any guarantee
thereof) or the transactions contemplated hereby and thereby.  Each party
hereto irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.  Process
in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the state of New York.  Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 11.02, together with written
notice of such service to such party, shall be deemed effective service of
process upon such party.  Each of the parties hereto irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to this Indenture, the Securities (including any guarantee thereof) or
the transactions contemplated hereby and thereby.

    


        Section 11.12 Severability.

     

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

    


        Section 11.13 Effect of Headings,
Table of Contents, etc.

     

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

    


        Section 11.14 Successors and
Assigns.

     

        All covenants
and agreements of the Corporation in this Indenture and the Securities shall
bind its successors and assigns.  All agreements of the Trustee in this
Indenture shall bind its successor.  All agreements of any Guarantor in
this Indenture shall bind its successors, except as otherwise provided by the
terms hereof.

    


        Section 11.15 No Interpretation of
Other Agreements.

     

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

    


    


    


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

    


    
      
        	CORPORATION:	HNI
CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 


      

    

     

     

    
      
        	TRUSTEE:	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


      
                                              

    


    
      
        	GUARANTORS:	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

    


                                     

    


    



    
      
        
        

      

      
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    Schedule
1

     

    GUARANTORS