American Retirement Corporation



	




Exhibit 4.4



AMERICAN RETIREMENT
CORPORATION  



INDENTURE 



 Dated as of
__________ 



_________________________________,
AS TRUSTEE 



Providing for
Issuance of Securities in Series



















	






TABLE OF CONTENTS 







			
	 	 	Page	 
	 
	ARTICLE
      1. 

      DEFINITIONS AND INCORPORATION BY REFERENCE 
	 	 	 	 
	Section
      1.01	Definitions	1	 
	Section 1.02	Other Definitions	4	 
	Section 1.03	Incorporation
      by Reference to Trust Indenture Act	5	 
	Section 1.04	Rules of
      Construction	5	 
			
	 	 	 	 
	 ARTICLE
      2. 

      THE SECURITIES		 
	 	 	 	 
	Section 2.01	Forms Generally	6	 
	Section 2.02	Amount Unlimited;
      Issuable in Series	6	 
	Section 2.03	Execution
      and Authentication	7	 
	Section 2.04	Registrar
      and Agents	8	 
	Section 2.05	Paying Agent
      to Hold Money in Trust	9	 
	Section 2.06	Transfer
      and Exchange	9	 
	Section 2.07	Replacement
      Securities	11	 
	Section 2.08	Outstanding
      Securities	11	 
	Section 2.09	Temporary
      Securities	12	 
	Section 2.10	Cancellation	12	 
	Section 2.11	Defaulted
      Interest	12	 
	Section 2.12	Securityholder
      Lists	13	 
	Section 2.13	Persons Deemed
      Owners	13	 
	Section 2.14	CUSIP Number	13	 
	Section 2.15	Provisions
      in Global Security	13	 
			
	 	 
	 ARTICLE
      3. 

      REDEMPTION
			
	 	 	 	 
	Section 3.01	Right of
      Redemption	14	 
	Section 3.02	Selection
      of Securities to be Redeemed	15	 
	Section 3.03	Notice of
      Redemption by the Company	15	 
	Section 3.04	Effect of
      Notice of Redemption	16	 
	Section 3.05	Deposit of
      Redemption Price	16	 
	Section 3.06	Securities
      Redeemed in Part	16	 
			
	 
	 ARTICLE
      4. 

      COVENANTS
			
	 	 	 	 
	Section 4.01	Payment of
      the Securities	16	 
	Section 4.02	Commission
      Reports	17	 
	Section 4.03	Waiver of
      Stay, Extension or Usury Laws	17	 




	


















	Section 4.04	Notice of
      Default	17	 
	Section 4.05	Compliance
      Certificates	17	 
	Section 4.06	Limitation
      on Dividends and Other Distributions	18	 
			
	 	 
	 ARTICLE
      5.

       SUCCESSOR
      CORPORATION
	 	 	 	 
	Section 5.01	When Company
      May Merge, etc.	18	 
	Section 5.02	Successor
      Corporation or Trust Substituted	18	 
			
	 	 
	 ARTICLE
      6.

       DEFAULTS
      AND REMEDIES
			
	 	 	 	 
	Section 6.01	Events of
      Default	19	 
	Section 6.02	Acceleration	20	 
	Section 6.03	Other Remedies	21	 
	Section 6.04	Waiver of
      Defaults and Events of Default	21	 
	Section 6.05	Control by
      Majority	21	 
	Section 6.06	Rights of
      Holders to Receive Payment	21	 
	Section 6.07	Collection
      Suit by Trustee	22	 
	Section 6.08	Trustee May
      File Proofs of Claim	22	 
	Section 6.09	Priorities	22	 
	Section 6.10	Undertaking
      for Costs	23	 
	Section 6.11	Limitations
      on Suits	23	 
			
	 	 
	 ARTICLE
      7.

       TRUSTEE
			
	 	 	 	 
	Section 7.01	Duties of
      Trustee	24	 
	Section 7.02	Rights of
      Trustee	25	 
	Section 7.03	Individual
      Rights of Trustee	25	 
	Section 7.04	Trustee’s
      Disclaimer	26	 
	Section 7.05	Notice of
      Defaults	26	 
	Section 7.06	Reports by
      Trustee to Holders	26	 
	Section 7.07	Compensation
      and Indemnity	26	 
	Section 7.08	Replacement
      of Trustee	27	 
	Section 7.09	Successor
      Trustee by Merger, etc.	28	 
	Section 7.10	Eligibility;
      Disqualification	28	 
	Section 7.11	Preferential
      Collection of Claims Against Company	28	 
			
	 	 
	 ARTICLE
      8.

       SATISFACTION
      AND DISCHARGE OF INDENTURE
			
	 	 	 	 
	Section 8.01	Satisfaction,
      Discharge and Defeasance of the Securities	29	 
	Section 8.02	Satisfaction
      and Discharge of Indenture	29	 
	Section 8.03	Survival
      of Certain Obligations	30	 
	Section 8.04	Application
      of Trust Money	30	 
	Section 8.05	Paying Agent
      to Repay Monies Held	30	 




	


















	Section 8.06	Return of
      Unclaimed Monies	30	 
	Section 8.07	Reinstatement	31	 
			
	 	 
	 ARTICLE
      9.

       SUPPLEMENTAL
      INDENTURES
	 	 	 	 
	Section 9.01	Supplemental
      Indentures Without Consent of Holders	31	 
	Section 9.02	Supplemental
      Indentures with Consent of Holders	32	 
	Section 9.03	Compliance
      with Trust Indenture Act	33	 
	Section 9.04	Revocation
      and Effect of Consents	33	 
	Section 9.05	Notation
      on or Exchange of Securities	34	 
	Section 9.06	Effect of
      Supplemental Indentures	34	 
	Section 9.07	Reference
      in Securities to Supplemental Indentures	34	 
			
	 	 
	 ARTICLE
      10.

       CONVERSION
      OF SECURITIES
			
	 	 	 	 
	Section 10.01	Right of
      Conversion; Conversion Price	34	 
	Section 10.02	Issuance
      of Shares on Conversion	35	 
	Section 10.03	No Adjustment
      for Interest or Dividends	36	 
	Section 10.04	Adjustment
      of Conversion Price	36	 
	Section 10.05	Notice of
      Adjustment of Conversion Price	38	 
	Section 10.06	Notice of
      Certain Corporate Action	39	 
	Section 10.07	Taxes on
      Conversions	40	 
	Section 10.08	Fractional
      Shares	40	 
	Section 10.09	Cancellation
      of Converted Securities	40	 
	Section 10.10	Provisions
      in Case of Consolidation, Merger or Sale of Assets	40	 
	Section 10.11	Disclaimer
      by Trustee of Responsibility for Certain Matters	41	 
			
	 	 
	 ARTICLE
      11. 

      SUBORDINATION; SENIORITY
			
	 	 	 	 
	Section 11.01	Securities
      Subordinated to Senior Indebtedness	41	 
	Section 11.02	Company Not
      to Make Payments with Respect to Junior Securities
	 	in Certain
      Circumstances	42	 
	Section 11.03	Subrogation
      of Junior Securities	44	 
	Section 11.04	Authorization
      by Holders of Junior Securities	45	 
	Section 11.05	Notices to
      Trustee	45	 
	Section 11.06	Trustee’s
      Relation to Senior Indebtedness	46	 
	Section 11.07	No Impairment
      of Subordination	46	 
	Section 11.08	Article 11
      Not To Prevent Events of Default	46	 
	Section 11.09	Paying Agents
      other than the Trustee	47	 
	Section 11.10	Securities
      Senior to Subordinated Indebtedness	47	 
			
	 	 
	 ARTICLE
      12.

       SINKING FUND
			
	 	 	 	 
	Section 12.01	Mandatory
      and Optional Sinking Fund Payments	47	 




	


















	Section 12.02	Satisfaction
      of Sinking Fund Payments with Securities	47	 
	Section 12.03	Redemption
      of Securities for Sinking Funds	48	 
			
	 	 
	 ARTICLE
      13.

       MISCELLANEOUS
			
	 	 	 	 
	Section 13.01	Trust Indenture
      Act Controls	48	 
	Section 13.02	Notices	48	 
	Section 13.03	Communications
      by Holders with Other Holders	49	 
	Section 13.04	Certificate
      and Opinion as to Conditions Precedent	50	 
	Section 13.05	Statements
      Required in Certificate and Opinion	50	 
	Section 13.06	Rules by
      Trustee and Agents	50	 
	Section 13.07	Record Date	50	 
	Section 13.08	Legal Holidays	51	 
	Section 13.09	Governing
      Law	51	 
	Section 13.10	No Adverse
      Interpretation of Other Agreements	51	 
	Section
              13.11	No Recourse
      Against Others	51	 
	Section 13.12	Successors	51	 
	Section 13.13	Multiple
      Counterparts	51	 
	Section 13.14	Table of
      Contents, Headings, etc.	51	 
	Section 13.15	Severability	51	 
			




	
















	





 CROSS-REFERENCE
TABLE 



AMERICAN RETIREMENT
CORPORATION









	Trust Indenture

         Act Section 
      

    		Indenture 
      
      

    	 
	ss.310(a)(1)	 	7.10	 
	         (a)(2)	 	7.10	 
	         (a)(3)	 	Not Applicable	 
	         (a)(4)	 	Not Applicable	 
	         (a)(5)	 	7.10	 
	         (b)	 	7.08; 7.10	 
	         (c)	 	Not Applicable	 
	ss.311(a)	 	7.11	 
	         (b)	 	7.11	 
	         (c)	 	Not Applicable	 
	ss.312(a)	 	2.12	 
	         (b)	 	13.03	 
	         (c)	 	13.03	 
	ss.313(a)	 	7.06	 
	         (b)(1)	 	Not Applicable	 
	         (b)(2)	 	7.06	 
	         (c)	 	7.06; 13.02	 
	         (d)	 	7.06	 
	ss.314(a)	 	4.02; 13.02	 
	         (b)	 	Not Applicable	 
	         (c)(1)	 	13.04	 
	         (c)(2)	 	13.04	 
	         (c)(3)	 	Not Applicable	 
	         (d)	 	Not Applicable	 
	         (e)	 	13.05	 
	         (f)	 	Not Applicable	 
	ss.315(a)	 	7.01(b)	 
	         (b)	 	7.05; 13.02	 
	         (c)	 	7.01(a)	 
	         (d)	 	7.01(c);
      6.05	 
	         (e)	 	6.10	 
	ss.316(a)(last
      sentence)	 	13.06	 
	         (a)(1)(A)	 	6.05	 
	         (a)(1)(B)	 	6.04	 
	         (a)(2)	 	Not Applicable	 
	         (b)	 	6.06	 
	         (c)	 	13.07	 
	ss.317(a)(1)	 	6.07	 





	




















  	Trust
      Indenture

         Act Section 
      

    		Indenture 
      
      

    	 
	         (a)(2)	 	6.08	 
	         (b)	 	2.05	 
	ss.318(a)	 	11.01	 
	         (b)	 	Not
      Applicable	 
	         (c)	 	Not
      Applicable	 











	Note:  	 This
Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
Indenture. 







	















	






        INDENTURE
dated as of __________ between American Retirement Corporation, a Tennessee corporation
(“Company”), and _______________________ (“Trustee”). 



RECITALS OF THE
COMPANY 



        The
Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its securities (hereinafter called the “Securities”) evidencing
its unsecured indebtedness, to be issued in one or more fully registered series. 



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



        To
set forth or to provide for the establishment of the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in consideration of
the premises and the purchase of Securities by the Holders thereof, it is mutually
covenanted and agreed as follows, for the equal and proportionate benefit of all Holders
of the Securities or of a series thereof, as the case may be: 



ARTICLE 1.
DEFINITIONS
AND INCORPORATION BY REFERENCE 



      Section
1.01Definitions.



        “Affiliate”
means any Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company. For the purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), 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 or by agreement or otherwise. 



        “Agent”
means any Registrar, Paying Agent, Conversion Agent, co-registrar or agent for service of
notices and demands. 



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



        “Board
of Directors of the Company” means the Board of
Directors of the Company or any committee of the Board. 



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



        “Business
Day” means a day that is not a Legal Holiday. 



        “Capital
Stock” means any and all shares or other equivalents (however designated) of
capital stock, including all common stock and all preferred stock. 














	






        “Closing
Price” means with respect to the shares of common stock of the Company on any
day, (i) the last reported sales price regular way or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked prices regular way,
in either case on the New York Stock Exchange, or (ii) if the shares of common stock are
not listed or admitted to trading on the New York Stock Exchange, the last reported sales
price regular way, or in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices regular way, on the principal national
securities exchange on which the shares of common stock are listed or admitted to trading,
or (iii) if the shares of common stock are not listed or admitted to trading on any
national securities exchange, the average of the closing bid and asked prices as furnished
by any New York Stock Exchange member firm selected from time to time by the Company for
that purpose. 



        “Code”
means the Internal Revenue Code of 1986, as amended. 



        “Company”
means the party named as such in this Indenture until a successor replaces it pursuant to
this Indenture and thereafter means the successor. 



        “Corporate
Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which
office at the date of execution of this Indenture is located at
____________________________________. 



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



        “Default”
means any event which is, or after notice or passage of time or both would be, an Event of
Default. 



        “Depositary”
means, with respect to the Securities of any series issued in whole or in part in the form
of a Global Security, the Person designated as Depositary by the Company pursuant to
Section 2.02 until a successor Depositary shall have become such pursuant to the
applicable procedures of this Indenture, and thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time there is
more than one Depositary with respect to the Securities of any such series,
“Depositary” shall mean the Depositary with respect to the Securities of that
series. 



        “Dollar”
or “$” means the lawful money of the United States of America. 



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



        “Global
Security” means a Security in the form prescribed in Section 2.15 evidencing
all or part of a Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee. 



        “Holder”
or “Securityholder” means the Person in whose name a Security is
registered on the Registrar’s books. 




2  















	




        “Indebtedness,”
as applied to any Person, means, without duplication (i) all indebtedness for borrowed
money whether or not evidenced by a promissory note, draft or similar instrument, (ii)
that portion of obligations with respect to leases that is properly classified as a
liability on a balance sheet in accordance with generally accepted accounting principles,
(iii) notes payable and drafts accepted representing extensions of credit, (iv) any
balance owed for all or any part of the deferred purchase price of property or services,
which purchase price is due more than six months from the date of incurrence of the
obligation in respect thereof (except any such balance that constitutes (a) a trade
payable or an accrued liability arising in the ordinary course of business or (b) a trade
draft or note payable issued in the ordinary course of business in connection with the
purchase of goods or services), if and to the extent such debt would appear as a liability
upon a balance sheet of such Person prepared in accordance with generally accepted
accounting principles, and (v) any deferral, amendment, renewal, extension, supplement or
refunding of any of the foregoing indebtedness; provided, however, that, in computing the
“Indebtedness” of any Person, there shall be excluded any particular
indebtedness if, upon or prior to the maturity thereof and at the time of determination of
such indebtedness, there shall have been deposited with a depository in trust money (or
evidences of indebtedness if permitted by the instrument creating such indebtedness) in
the necessary amount to pay, redeem or satisfy such indebtedness as it becomes due, and
the amount so deposited shall not be included in any computation of the assets of such
Person. 



        “Indenture”
means this Indenture as originally executed or, if amended or supplemented as provided in
Article 9, as amended or supplemented from time to time. 



        “Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, any Executive
Vice President, the Treasurer, the Secretary or the Controller of the Company. 



        “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and
an Assistant Treasurer, Assistant Secretary or Assistant Controller of the Company. See
Sections 13.04 and 13.05. 



        “Opinion
of Counsel” means a written opinion from Bass, Berry & Sims PLC, or
such other counsel as is acceptable to Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee. See Sections 13.04 and 13.05. 



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



        “Principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if
any, on the Security. 



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



        “Redemption
Price”, when used with respect to any Security to be redeemed, means the price
fixed for such redemption pursuant to this Indenture as specified in such Security. 



        “Senior
Indebtedness” means the principal, premium, if any, and unpaid interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing interest is
allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification
obligations, and all other amounts payable under or in respect of Indebtedness of the
Company for money borrowed, whether any such Indebtedness exists as of the date of this
Indenture or shall hereafter be created, incurred, assumed or guaranteed (other than (i)
Indebtedness owed to a subsidiary of the Company, (ii) Indebtedness which is expressly
pari passu to the Securities or (iii) Subordinated Indebtedness). 



3  















	





        “Subordinated
Indebtedness” means the principal, premium, if any, and interest on any
Indebtedness of the Company which by its terms is expressly subordinated in right of
payment to the Securities. 



        “Subsidiary”
means a corporation the majority of whose voting stock is owned by the Company or a
subsidiary of the Company. Voting stock is Capital Stock having voting power under
ordinary circumstances to elect directors. 



        “Trust
Officer”, when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of the
executive committee of the board of directors, the chairman of the trust committee, the
president, any senior vice president, any vice-president, any assistant vice president,
the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any Trust Officer or assistant Trust Officer, the
controller or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer of
the Trustee to whom such matter is referred because of his knowledge of and familiarity
with the particular subject. 



        “United
States” means the United States of America. 



        Section
1.02 Other Definitions. 













	Term 
      
      

    	 	Defined
      in

      Section 
      

    	 
	“Company
      Order”	 	2.03	 
	“Conversion
      Agent”	 	2.04	 
	“conversion
      price”	 	10.01	 
	“current
      market price”	 	10.04	 
	“Event
      of Default”	 	6.01	 
	“Junior
      Securities”	 	11.01	 
	“Legal
      Holiday”	 	13.08	 
	“mandatory
      sinking fund payments”	 	12.01	 
	“Market
      Price”	 	3.01	 
	“optional
      sinking fund payments”	 	12.01	 
	“Paying
      Agent”	 	2.04	 
	“Payment
      or Distribution”	 	11.01	 
	“Redemption
      Price”	 	3.01	 
	“Registrar”	 	2.04	 
	“Rule
      13e-3 Transaction”	 	10.06	 
	“Securities”	 	Recitals	 
	“TIA”	 	1.03	 
	“U.S.
      Government Obligations”	 	8.01	 








	




4  














	






        Section
1.03 Incorporation by Reference to Trust Indenture Act. 



        Whenever
this Indenture refers to a provision of the Trust Indenture Act of 1939 (the “TIA”), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings: 



        “Commission”
means the Securities and Exchange Commission. 



        “indenture
securities” means the Securities. 



        “indenture
security holder” means a Securityholder. 



        “indenture
to be qualified” means this Indenture. 



        “indenture
trustee” or “institutional trustee” means the Trustee. 



        “obligor”
on the indenture securities means the Company or any other obligor on the indenture
securities. 



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



        Section
1.04 Rules of Construction.



        Unless
the context otherwise requires: 










	 	        (1)
a term has the meaning assigned to it; 







	 	        (2)
an accounting term not otherwise defined has the meaning       assigned to it in
accordance with United States generally accepted       accounting principles in effect as
of the time as to which such accounting       principles are to be applied; 







	 	        (3)
“or” is not exclusive; and 







	 	        (4)
words in the singular include the plural, and in the plural       include the singular. 









	




5  














	





ARTICLE 2.

                                 THE SECURITIES 



        Section
2.01 Forms Generally. 



        The
Securities of each series shall be in substantially the form (including any global form
that is not inconsistent with this Indenture) as shall be established from time to time
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in
each case with such variations as are required or permitted by this Indenture (including
such other provisions as are necessary to reflect the global form of any Security, and
the designation of a Depositary for such Global Security) and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules of any
securities exchange or to conform to general usage, all as may be determined by the
officers executing such Securities as evidenced by their execution of the Securities. 



        Section
2.02 Amount Unlimited; Issuable in Series. 



        The
aggregate principal amount of Securities which 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, and set forth in an Officers’ Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of any series: 










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







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







	 	        (3)
the date or dates on which the principal of (and premium, if       any, on) the
Securities of the series is payable; 







	 	        (4)
the rate or rates, if any, at which the Securities of the series       shall bear
interest (or the method of determining such rate or rates), the       date or dates from
which such interest shall accrue, the date or dates on       which such interest shall be
payable and the record date or dates for the       interest payable; 







	 	        (5)
the place or places where the principal of (and premium, if any)       and interest on
Securities of the series shall be payable; 







	 	        (6)
the period or periods within which or the date or dates on       which, if any, the price
or prices at which and the terms and conditions       upon which Securities of the series
may be redeemed, in whole or in part,       at the option of the Company; 









	



6  


















	 	        (7)
the obligation, if any, of the Company to redeem, repay or       purchase Securities of
the series pursuant to any sinking fund or       analogous provisions or at the option of
a Securityholder thereof and the       period or periods within which, the price or
prices at which and the terms       and conditions upon which Securities of the series
shall be redeemed,       repaid or purchased, in whole or in part, pursuant to such
obligation; 







	 	        (8)
the price at which Securities of any one series are or may be       converted into shares
of Capital Stock of the Company; 







	 	        (9)
the period during which such conversion right may be exercised       and any other terms
or conditions of such conversion; 







	 	        (10)
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; 







	 	        (11)
whether any Securities of the series are to be issued in whole       or in part in the
form of one or more Global Securities and, if so, the       Depositary for such Global
Security or Securities (which Depositary shall       be, if then required by applicable
law or regulation, a clearing agency       registered under the Exchange Act and any
other applicable statute or       regulation) and whether beneficial owners of interests
in such Global       Security or Securities may exchange such interests for Securities of
such       series and any authorized form and denomination of such Securities and the
      circumstances under which any such exchanges may occur (if other than in       the
manner provided in Section 2.06); 







	 	        (12)
the identity of each Paying Agent, Conversion Agent and       Registrar (each as defined
in Section 2.04) for the Securities of such       series; and 







	 	        (13)
any other terms of the series (which terms shall not be       inconsistent with the
provisions of this Indenture). 







	


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



        If
any of the terms of a series of Securities are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery to the Trustee of the Officers’ Certificate or supplemental
indenture setting forth the terms of the series. 



        Section
2.03 Execution and Authentication. 



        Two
Officers shall sign the Securities for the Company by manual or facsimile signature. The
Company’s seal shall be impressed, affixed, imprinted or reproduced on the Securities and
may be in facsimile form. 





7  














	




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



        A
Security shall not be valid until the Trustee manually signs the certificate of
authentication on the Security. Such signature shall be conclusive evidence that the
Security has been authenticated under this Indenture. 



        The
Trustee shall authenticate Securities for original issue upon written order or orders of
the Company signed by two Officers or by an Officer and an Assistant Treasurer of the
Company (a “Company Order”). 



        The
Trustee may appoint an authenticating agent 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 Company or an
Affiliate. 



        The
Securities may be issued in registered form without coupons. The Securities shall be
issuable only in denominations of $1,000 principal amount and any integral multiple
thereof. 



        The
Trustee shall inform the Depositary with respect to the Securities of any series that the
Trustee has endorsed pursuant to the provisions of Section 2.15. 



        Section
2.04 Registrar and Agents.



        The
Company shall maintain an office or agency where Securities of any series may be
presented for registration of transfer or for exchange (“Registrar”), an office or agency
where Securities of any series may be presented for payment (“Paying Agent”), an office
or agency where Securities of any series may be presented for conversion (“Conversion
Agent”) and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Registrar shall keep a
register of the Securities of each series and of their transfer and exchange. The Company
may have one or more co-registrars, one or more additional Paying Agents and one or more
additional Conversion Agents. The Company or any Subsidiary may act as Paying Agent
and/or Conversion Agent. The term “Paying Agent” includes any additional paying agent and
the term “Conversion Agent” includes any additional conversion agent. 



        The
Company may change any Paying Agent, Registrar, Conversion Agent or Co-Registrar on sixty
(60) days’ prior written notice to the Trustee. The Company shall notify the Trustee in
writing of the name and address of any such Agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands, or
fails to give the foregoing notice, the Trustee shall act as such. 



        The
Company and the Trustee initially appoint the Trustee as Registrar, Paying Agent,
Conversion Agent and agent for service of notices and demands. 





8  














	





        Section
2.05 Paying Agent to Hold Money in Trust. 



        Prior
to each due date of the principal of, premium if any, and interest on any Securities of
any series, the Company shall deposit with each Paying Agent a sum sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall require each
Paying Agent other than the Trustee to agree in writing that it will hold in trust for
the benefit of Holders of Securities of any series or the Trustee all money held by the
Paying Agent for the payment of principal of, premium if any, or interest on the
Securities of such series and to notify the Trustee in writing of any default by the
Company (or any other obligor on the Securities of such series) in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall on or before each
due date of the principal of, premium, if any, or interest on any Securities of any
series segregate the money and hold it as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and the Trustee may
at any time during the continuance of any payment default, upon written request to a
Paying Agent, require such Paying Agent to forthwith pay to the Trustee all sums so held
in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company or
a Subsidiary thereof) shall have no further liability for the money. 



        Section
2.06 Transfer and Exchange. 



        (a)
When a Security of any series is presented to the Registrar or a co-registrar with a
request to register the transfer, the Registrar or co-registrar shall register the
transfer as requested and when Securities of any series are presented to the Registrar or
a co-registrar with a request to exchange them for a like aggregate principal amount of
Securities of such series in other authorized denominations, the Registrar shall make the
exchange as requested, provided that every Security presented or surrendered for
registration or transfer or exchange shall be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Registrar duly
executed by the Holder thereof or his attorney-in-fact duly authorized in writing. To
permit registrations of transfers and exchanges, the Company shall issue and the Trustee
or any authenticating agent shall authenticate Securities of such series at the
Registrar’s or co-registrar’s written request. No service charge shall be made for any
registration of transfer or exchange of Securities but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto, but this provision shall not apply to any exchange pursuant to Section
2.09, 3.06, 9.05 or 10.02 not involving any transfer. 



        Unless
and until a Global Security is exchanged in whole or in part for Securities in definitive
form in accordance with the provisions of this Indenture, a Global Security may not be
transferred, except as a whole, by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such Depositary or nominee. Unless
otherwise provided as contemplated by Section 2.02 of this Indenture, the Depositary may
not sell, assign, transfer or otherwise convey any beneficial interest in a Global
Security evidencing all or part of the Securities of such series unless such beneficial
interest is in an amount equal to an authorized denomination for Securities of such
series. 






9  














	




        At
the option of the Holder, Securities of any series may be exchanged for other Securities
of such series of any authorized denominations and of a like aggregate principal amount,
upon surrender to the Registrar or a co-registrar of the Securities to be exchanged.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and make available for delivery, the Securities which the
Holder making the exchange is entitled to receive. 



        (b)
The Registrar shall not be required (i) to issue, register the transfer of, or exchange
Securities of any series during a period beginning at the opening of business 15 days
before the day of any selection of Securities of such series for redemption under Section
3.02 and ending at the close of business on the day of selection, (ii) to register the
transfer or exchange of any Security of any series so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part, or (iii)
to register the transfer or exchange of any Securities of any series during a period
beginning at the opening of business 15 days before the day of any selection of
Securities of such series for redemption under Section 3.02 and ending at the close of
business on the day interest is to be paid on Securities of such series. 



        (c)
If at any time the Depositary for any Securities of a series issued in the form of one or
more Global Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 2.02 of this Indenture, the Company
shall appoint a successor Depositary with respect to such Securities. If a successor
Depositary for such Securities is not appointed by the Company within ninety (90) days
after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election to issue Global Securities pursuant to Section 2.02 shall no longer be
effective with respect to such Securities and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate Securities of such series in definitive
form, in authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities in exchange for such Global
Security or Securities and deliver such definitive Securities to the Securityholders of
such series. 



        The
Company may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be represented
by such Global Security or Securities. The Company shall notify the Depositary and the
Trustee of the date and time of such exchange in a Company Order. The Depositary shall
surrender the Global Securities to the Trustee as the Company’s agent for such purpose as
shall be specified in the Company Order. The Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series in definitive
form, in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities in exchange for such Global
Security or Securities. 





10  














	





        Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.02 of this
Indenture, any Global Security shall be exchangeable only as provided in this paragraph.
If the owners of beneficial interests in a Global Security of any series are entitled to
exchange such interests for Securities of such series, as may be specified in accordance
with Section 2.02 of this Indenture, then without unnecessary delay upon receipt of
notice therefrom so specified as contemplated by Section 2.02 of this Indenture but in
any event not later than one business day prior to the earliest date on which such
interests may be so exchanged, the Company shall deliver to the Trustee definitive
Securities of such series, in authorized denominations, and in aggregate principal amount
equal to the principal amount of such Global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such Global Security
shall be surrendered by the Depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged,
in whole or from time to time in part, for definitive Securities of such series, without
charge, and the Trustee shall authenticate and deliver, in exchange for each portion of
such Global Securities, a like aggregate principal amount of definitive Securities of the
same series in authorized denominations as the portion of such Global Securities to be so
exchanged; provided, however, that no such exchanges may occur for a period of 15 days
immediately preceding the date notice is received by the Company requesting such changes. 



        Section
2.07 Replacement Securities.



        If
a mutilated Security of any series is surrendered to the Trustee or if the Holder of a
Security of any series presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the Company shall
issue and the Trustee shall authenticate a replacement Security of such series if the
requirements of the Trustee and the Company are met. An indemnity bond may be required by
the Company or the Trustee that is sufficient in the judgment of the Company to protect
the Company and is sufficient in the judgment of the Trustee to protect the Trustee or
any Agent from any loss which it may suffer if a Security of such series is replaced. The
Company may charge for its expense in replacing a Security. 



        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its sole discretion may, instead of issuing a new
Security, pay or authorize the payment or convert or authorize the conversion of such
Security. 



        Every
new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder. 



        Section
2.08 Outstanding Securities. 



        Securities
of any series outstanding at any time are all Securities of such series authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation and
those described in this Section 2.08 as not outstanding. 



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






11  














	





        If
the Paying Agent (other than the Company or a Subsidiary) holds on a Redemption Date or
maturity date money deposited with it by or on behalf of the Company sufficient to pay
the principal of and accrued interest on Securities of any series payable on that date,
then on and after that date such Securities cease to be outstanding and interest on them
ceases to accrue. 



        A
Security does not cease to be outstanding because the Company or an Affiliate holds the
Security. 



        Section
2.09 Temporary Securities. 



        Until
definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities of such series. Temporary Securities
of any series shall be substantially in the form of definitive Securities of such series
but may have non-material variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities of any series in exchange for temporary Securities of
such series upon written order of the Company signed by two Officers. Until so exchanged,
temporary Securities of any series represent the same rights as definitive Securities of
such series. Upon request of the Trustee, the Company shall provide a certificate to the
effect that the temporary Securities of any series meet the requirements of the second
sentence of this Section 2.09. 



        Section
2.10 Cancellation.



        The
Company at any time may deliver Securities of any series to the Trustee for cancellation.
The Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee any
Securities surrendered to them for transfer, exchange, payment or conversion. The Trustee
shall cancel all Securities surrendered for transfer, exchange, payment or conversion and
destroy canceled Securities in accordance with its customary destruction procedures and
deliver a certificate of such destruction to the Company unless the Company; by written
order signed by two officers of the Company, directs the Trustee in writing prior to such
destruction to deliver canceled Securities to the Company. Subject to Sections 2.07, 3.06
and the second paragraph of Section 10.02, the Company may not issue Securities to
replace Securities that it has previously paid or delivered to the Trustee for
cancellation or that a Securityholder has converted pursuant to Article 10 hereof. 



        Section
2.11 Defaulted Interest. 



        If
the Company defaults in a payment of interest on Securities of any series, it shall pay
the defaulted interest to the Persons who are Holders of the Securities of such series on
a subsequent special record date. After the deposit by the Company with the Trustee of
money sufficient to pay such defaulted interest, the Trustee shall fix the record date
and payment date. Each such special record date shall be not less than 10 days prior to
such payment date. Each such payment date shall be not more than 60 days after the
deposit by the Company of money to pay the defaulted interest. At least 15 days before
the special record date, the Company shall mail to each Holder of a Security of such
series a notice that states the special record date, the payment date, and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any other lawful
manner if, after prior notice to the Trustee, such payment shall be deemed operationally
practicable by the Trustee. 






12  














	




        Section
2.12 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 Holders of Securities of each series.
If the Trustee is not the Registrar, the Company or other obligor, if any, shall furnish
to the Trustee at least seven Business Days prior to each semiannual interest payment
date and at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and addresses of
Holders of Securities of each series upon which the Trustee may conclusively rely. The
Trustee may destroy any such list upon receipt of a replacement list. The Paying Agent
will solicit from each Securityholder a certification of social security number or
taxpayer identification number in accordance with its customary practice and as required
by law, unless the Paying Agent is in possession of such certification. Each Paying Agent
is authorized to impose back-up withholding with respect to payments to be made to
Securityholders to the extent required by law. 



        Section
2.13 Persons Deemed Owners.



        Prior
to presentment of a Security of any series for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 



        Section
2.14 CUSIP Number. 



        The
Company may use a “CUSIP” number when issuing Securities of any series, and if so, the
Trustee may use the CUSIP number in notices of redemption or exchange as a convenience to
Holders of Securities of such series; provided, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number printed in
the notice or on the Securities, and that reliance may be placed only on the other
identification numbers printed on the Securities. 



        Section
2.15 Provisions in Global Security. 



        (a)
If Securities of a series are issuable in whole or in part as Global Securities, as may
be specified in accordance with Section 2.02 of this Indenture, then in accordance with
any such Global Security, such Global Security may represent such of the outstanding
Securities of such series as shall be specified therein and may also provide that it
represents the aggregate principal amount of outstanding Securities from time to time
endorsed thereon and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Global
Securities may be permanent or temporary. Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the principal amount, of outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee and the Depositary pursuant to Section 2.03
or Section 2.09. Subject to the provisions of Section 2.03 and, if applicable, Section
2.09, the Depositary shall deliver and redeliver any permanent Global Security in the
manner and upon written instructions given by the Person or Persons specified therein or
in the applicable Company Order. 






13  














	





        (b)
Notwithstanding the other provisions of this Indenture, unless otherwise specified in
accordance with Section 2.02, payment of principal of (and premium, if any) and interest,
if any, on any permanent Global Securities shall be made directly to owners of beneficial
interest of such Global Security. 



        (c)
Notwithstanding the provisions of Section 2.13 of this Indenture, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the owners of beneficial
interest of such Global Security as the Holders of such principal amounts of outstanding
Securities represented by a Global Security as shall be specified in writing by the
Depositary and delivered to the Company and the Trustee with respect to such Global
Security only for purposes of obtaining any consents or directions required to be given
by the Holders pursuant to this Indenture. 



        (d)
Unless otherwise provided as contemplated by Section 2.02, a Global Security of any
series shall provide, in addition to the provisions established pursuant to Sections
2.01, 2.02 and 2.15(a) through (c), that the Depositary will not sell, assign, transfer
or otherwise convey any beneficial interest in such Global Security unless such
beneficial interest is in an amount equal to an authorized denomination for Securities of
such series, and the Depository, by accepting such Global Security, agrees to be bound by
such provision. Any Global Security shall also contain such other provisions as are
necessary to reflect the global form of such Security and the designation of a Depositary
for such Global Security. 



ARTICLE 3
                                
   REDEMPTION 



        Section
3.01 Right of Redemption. 



        (a)
The Company may, at its option, redeem Securities of any series as permitted or required
by the terms of such Securities, which redemption shall be made in accordance with the
terms of such Securities and this Article. The purchase price for Securities of any
series redeemed pursuant to the immediately preceding sentence (the “Redemption Price”)
shall be equal to the lesser of (i) the Market Price on the date the Company mails the
notice of redemption required under Section 3.03 and (ii) 100% of the principal amount
thereof, in each case together with accrued interest, if any. For purposes of the
preceding sentence, the “Market Price” means, with respect to the Securities of any
series on any day, (x) the last reported sale price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the New York Stock Exchange, or (y) if the
Securities of such series are not listed or admitted to trading on the New York Stock
Exchange, the last reported sale price regular way, or in case no such reported sale
takes place on such day, the average of the reported closing bid and asked prices regular
way, on the principal national securities exchange on which the Securities of such series
are listed or admitted to trading, or (z) if the Securities of such series are not listed
or admitted to trading on any national securities exchange, the average of the closing
bid and asked prices as furnished by any New York Stock Exchange member firm selected
from time to time by the Company for that purpose. The election of the Company to redeem
any Securities pursuant to this Section shall be evidenced by a Board Resolution. The
Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and, in the case of any redemption at the election of the Company of less
than all the Securities of any series, of the principal amount of Securities of that
series to be redeemed. 






14  














	





        (b)
If the Company wants to redeem the Securities of any series pursuant to the redemption
provisions of the Securities of such series, it shall notify the Trustee of the
Redemption Date and the principal amount of Securities of such series to be redeemed. The
notice shall be in writing and accompanied by an Officers’ Certificate stating that the
redemption complies with the provisions of this Indenture and the provisions of the
applicable Board Resolution, if any, and in the Securities of such series. 



        The
Company shall give each notice provided for in this Section 3.01 in writing and at least
45 but not more than 90 days before the Redemption Date or such other period as the
Company and the Trustee may agree. 



        Section
3.02 Selection of Securities to be Redeemed. 



        If
any part of a series of Securities is to be redeemed, the Trustee shall select the
Securities of such series to be redeemed pro rata or by lot. The Trustee shall promptly
notify the Company of the Securities of such series to be so called for redemption. The
Trustee shall make the selection from Securities of such series outstanding and not
previously called for redemption. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000 principal amount.
Securities and portions of them it selects shall be in principal amounts of $1,000 or
multiples thereof. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The Trustee’s
selection of Securities for redemption by any method authorized by this Section 3.02
shall be conclusively deemed reasonable. 



        Section
3.03 Notice of Redemption by the Company. 



        At
least 30 days but not more than 60 days before a Redemption Date with respect to
Securities of any series, the Company shall mail a notice of redemption by first-class
mail to each Holder of Securities of such series to be redeemed. 



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











	 	        (1)
the Redemption Date; 







	 	        (2)
the Redemption Price; 







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







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








	


15  


















	 	        (5)
that interest on Securities called for redemption ceases to       accrue on and after the
Redemption Date; 







	 	        (6)
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 of the same series in principal amount
equal to the unredeemed       portion thereof will be issued; and 







	 	        (7)
any conversion rights with respect to the Securities and the       applicable procedures
required to be followed in connection with a       conversion of Securities. 







	


        At
the Company’s written request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense. If a CUSIP number is listed in such notice
or printed on the Security, the notice shall state that no representation is made as to
the correctness or accuracy of such CUSIP number. 



        Section
3.04 Effect of Notice of Redemption. 



        Once
notice of redemption is mailed, Securities called for redemption become due and payable
on the applicable Redemption Date and at the applicable Redemption Price. Upon surrender
to the Paying Agent, such Securities shall be paid at the Redemption Price, plus accrued
interest to the Redemption Date. 



        Section
3.05 Deposit of Redemption Price.



        On
or before the Redemption Date with respect to any series of Securities, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is the Paying Agent,
shall segregate and hold in trust or cause such Subsidiary to segregate and hold in
trust) in immediately available funds money sufficient to pay the Redemption Price of and
accrued interest on all Securities of such series to be redeemed on that date. The
Trustee or the Paying Agent shall return to the Company any money so received not
required for that purpose. 



        Section
3.06 Securities Redeemed in Part. 



        Upon
surrender of a Security of any series that is redeemed in part, the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Security of such series
equal in principal amount to the unredeemed portion of the Security surrendered. If a
Global Security is so surrendered, such new Security so issued shall be a new Global
Security. 



ARTICLE 4.
                                   
  COVENANTS 



        Section
4.01 Payment of the Securities. 



        The
Company shall pay the principal of, premium, if any, and interest on the Securities of
any series on the dates and in the manner provided in the Securities of such series and
this Indenture. An installment of principal, premium, if any, or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than the
Company or a Subsidiary) holds on that date money designated for and sufficient to pay
the installment. The Company shall pay interest on overdue principal and premium, if any,
at the rate borne by the Security; it shall pay interest, including post-petition
interest in the event of a proceeding under the Bankruptcy Laws, on overdue installments
of interest at the same rate to the extent lawful. 






16  














	





        Section
4.02 Commission Reports. 



        The
Company shall file with the Trustee, promptly 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) which the Company is required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other
provisions of TIA ss.314(a). 



        So
long as the Securities remain outstanding, the Company shall cause its annual reports to
stockholders (containing audited financial statements) and any other financial reports
furnished by it to stockholders to be mailed to the Holders at their addresses appearing
in the register of Securities maintained by the Registrar. 



        Section
4.03 Waiver of Stay, Extension or Usury Laws. 



        The
Company expressly waives (to the extent that it may lawfully do so) any stay or extension
law or any usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of (premium, if any) or interest on Securities of any
series as contemplated herein, wherever enacted, now or at any time hereafter in force,
or that may affect the covenants or the performance of this Indenture. 



        Section
4.04 Notice of Default. 



        The
Company will, so long as any Securities of any series are outstanding, deliver to the
Trustee, within 10 days of becoming aware of any Default or Event of Default in the
performance of any covenant, agreement or condition in this Indenture, an Officers’
Certificate specifying such Default or Event of Default. 



        Section
4.05 Compliance Certificates.



        The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company (which as of the date hereof is December 31), a written statement signed by
the principal executive officer, principal financial officer or principal accounting
officer of the Company, stating, as to each signer thereof, that 










	 	        (1)
a review of the activities of the Company during such year and       of performance under
this Indenture has been made under his supervision       and 







	 	        (2)
to the best of his knowledge, based on such review, the Company       has kept, observed,
performed and fulfilled in all material respects each       and every condition and
covenant contained in this Indenture throughout       such year, or, if there has been a
default in the fulfillment of any such       condition or covenant, specifying each such
default known to him and the       nature and status thereof. 








	

17  














	





        The
Company will give the Trustee written notice of a change in the fiscal year of the
Company, within a reasonable time after such change is effected. 



        Section
4.06 Limitation on Dividends and Other Distributions.



        The
Company will not declare or pay any dividends or make any distribution to holders of its
Capital Stock (other than dividends or distributions payable in Capital Stock of the
Company), or purchase, redeem or otherwise acquire or retire for value any of its Capital
Stock or permit any Subsidiary to purchase, redeem or otherwise acquire or retire for
value any of the Company’s Capital Stock if at the time of any of the aforementioned
actions an Event of Default has occurred and is continuing or would exist immediately
after giving effect to such action. 



        Notwithstanding
the foregoing, the provisions of this Section 4.06 will not prevent (i) the payment of
any dividend within 60 days after the date of declaration when the payment would have
complied with the foregoing provisions on the date of declaration; or (ii) the retirement
of any share of the Company’s Capital Stock by exchange for, or out of the proceeds of
the substantially concurrent sale (other than to a Subsidiary) of, other shares of its
Capital Stock. 



ARTICLE 5.
                           
   SUCCESSOR CORPORATION 



        Section
5.01 When Company May Merge, etc. 



        The
Company shall not consolidate with or merge into, or transfer all or substantially all of
its assets to, another Person in any transaction in which the Company is not the
continuing or surviving entity unless (i) the resulting, surviving or transferee Person
(or the parent corporation of such Person in the case of a triangular merger) is a
corporation or trust which assumes by supplemental indenture all the obligations of the
Company under the Securities of each series and this Indenture; (ii) such corporation or
trust is organized and existing under the laws of the United States, a State thereof or
the District of Columbia although it in turn may be owned by a foreign entity; (iii)
immediately after giving effect to such transaction no Default or Event of Default shall
have happened and be continuing, and the Officers’ Certificate referred to in the
following clause reflects that such Officers are not aware of any such Default or Event
of Default that shall have happened and be continuing, and (iv) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture comply with
this Indenture, and thereafter all obligations of the Company shall terminate. 



        Section
5.02 Successor Corporation or Trust Substituted. 



        Upon
any consolidation or merger, or any transfer of all or substantially all of the assets of
the Company in accordance with Section 5.01, the successor corporation or trust formed by
such consolidation or into which the Company is merged (or the parent corporation of such
successor or surviving corporation in the case of a triangular merger in which the
Company is a constituent corporation) or to which such transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation or trust has been named
as the Company herein. 





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ARTICLE 6.
                       
       DEFAULTS AND REMEDIES 



        Section
6.01 Events of Default. 



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










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







	 	        (2)
the Company defaults in the payment of the principal of (and       premium, if any, on)
any Security of such series when the same becomes due       and payable at maturity, upon
redemption or otherwise, and the default       continues for five Business Days; 







	 	        (3)
the Company fails to comply with any of its other agreements in       the Securities of
such series or this Indenture and the default continues       for the period and after
the notice specified in the last paragraph of       this Section 6.01; 







	 	        (4)
there shall be a default under any bond, debenture, note or       other evidence of
Indebtedness or under any mortgage, indenture or other       instrument under which there
may be issued or by which there may be       secured or evidenced any Indebtedness of the
Company or any Subsidiary,       whether any such Indebtedness now exists or shall
hereafter be created, if       (a) either (i) such event of default results from the
failure to pay any       such Indebtedness at maturity or (ii) as a result of such event
of       default, the maturity of such Indebtedness has been accelerated prior to
      its stated maturity and such acceleration shall not be rescinded or       annulled
or the accelerated amount paid within ten days after notice to       the Company of such
acceleration, or such Indebtedness having been       discharged and (b) the principal
amount of such Indebtedness, together       with the principal amount of any other such
Indebtedness in default for       failure to pay principal or interest thereon, or the
maturity of which has       been so accelerated, aggregates $10,000,000 or more; 







	 	        (5)
the Company pursuant to or within the meaning of any Bankruptcy       Law: 







	 	        (A)
commences a voluntary case or proceeding, 







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







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







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








	


19  


















	 	        (6)
a court of competent jurisdiction enters an order or decree       under any Bankruptcy
Law that: 







	 	        (A)
is for relief against the Company in an involuntary case             or proceeding, 







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







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







	 	
provided,
however, that a default under this Section 6.01 is not an Event       of Default with
respect to any series of Securities if a specified event       is either applicable to a
particular series other than such series or it       is specifically deleted or modified
in the supplemental indenture creating       such series of Securities or in the form of
Security for such series. 






	


        A
default under clause (3) is not an Event of Default with respect to any series of
Securities until the Trustee notifies the Company, or the Holders of a majority in
principal amount of the Securities of such series then outstanding notify the Company and
the Trustee in writing, of the default and the Company does not cure the default within
60 days after receipt of such notice. The notice must specify the default, demand that it
be remedied and state that the notice is a “Notice of Default.” The Trustee shall give
such notice to the Company only if directed to do so in writing by the Holders of a
majority in principal amount of the Securities then outstanding. Such notice by the
Trustee shall not be deemed to be a certification by the Trustee as to whether an Event
of Default has occurred. 



        Section
6.02 Acceleration.



        If
an Event of Default occurs and is continuing with respect to any series of Securities,
the Trustee by notice to the Company, or the Holders of a majority in principal amount of
the Securities of such series then outstanding by notice to the Company and the Trustee,
may declare to be due and payable immediately the principal amount of the Securities of
such series plus accrued interest to the date of acceleration. Upon any such declaration,
such amount shall be due and payable immediately, and upon payment of such amount all of
the Company’s obligations with respect to the Securities of such series, other than
obligations under Section 7.07, shall terminate. The Holders of a majority in principal
amount of the outstanding Securities of such series by written notice to the Trustee may
rescind an acceleration and its consequences if (x) all existing Events of Default with
respect to the Securities of such series, other than the non-payment of the principal of
the Securities of such series, which have become due solely by such declaration of
acceleration, have been cured or waived, (y) to the extent the payment of such interest
is lawful, interest on overdue installments of interest and overdue principal which has
become due otherwise than by such declaration of acceleration, has been paid, and (z) the
rescission would not conflict with any judgment or decree of a court of competent
jurisdiction. The Trustee may rely upon such notice of rescission without any independent
investigation as to the satisfaction of conditions (x), (y) and (z). 






20  














	





        Section
6.03 Other Remedies. 



        If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal (and premium, if
any) or interest on the Securities of such series or to enforce the performance of any
provision of the Securities of such series or this Indenture. 



        The
Trustee may maintain a proceeding even if it does not possess any of the Securities 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. No remedy is exclusive of any other remedy. All available remedies are
cumulative. 



        Section
6.04 Waiver of Defaults and Events of Default.



        Subject
to Section 9.02, the Holders of a majority in principal amount of the Securities of any
series then outstanding, on behalf of the Holders of the Securities of such series, by
written notice to the Trustee may waive a Default or Event of Default with respect to the
Securities of such series and its consequences. When a Default or Event of Default is
waived with respect to the Securities of any series, it is cured and ceases. 



        Section
6.05 Control by Majority. 



        The
Holders of a majority in principal amount of the Securities of any series then
outstanding may direct in writing the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on it
with respect to the Securities of such series. The Trustee, however, 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 Securityholders or that may involve the
Trustee in personal liability or for which the Trustee does not have adequate
indemnification pursuant to Section 7.01(e); provided, that, the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction. 



        Section
6.06 Rights of Holders to Receive Payment. 



        Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of any
series to receive payment of principal of, premium, if any, and interest on such
Security, on or after the respective due dates expressed in such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the consent of
the Holder. 



        Notwithstanding
any other provision of this Indenture (other than Section 3.01), the right of any Holder
of any Security to convert such Security or to bring suit for the enforcement of such
right shall not be impaired or affected without the written consent of the Holder. 






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        Section
6.07 Collection Suit by Trustee. 



        If
an Event of Default with respect to any series of Securities in payment of interest or
principal (and premium, if any) specified in Section 6.01(1) or (2) occurs and is
continuing, or an acceleration pursuant to Section 6.02 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against
the Company or any other obligor on the Securities of such series for the whole amount of
unpaid principal (and premium, if any) and accrued interest remaining unpaid on the
Securities of such series, together with interest on overdue principal (and premium, if
any) and to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate borne by the Securities of such series
and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel. 



        Section
6.08 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 the Holders of Securities of any series allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities of any
series), its creditors or its property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims and to
distribute the same. Any Custodian in any such judicial proceeding is hereby authorized
by each Securityholder 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 of
Securities of any series, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof
out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties which the Securityholders may be
entitled to receive in such proceeding whether in liquidation or under any plan or
reorganization or arrangement or otherwise. 



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



        Section
6.09 Priorities. 



        If
the Trustee collects any money pursuant to this Article 6 with respect to the Securities
of any series, it shall pay out the money in the following order: 





22  














	





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



        Second:
to holders of any Senior Indebtedness as required by Article 11; 



        Third:
to Holders of Securities of such series for amounts due and unpaid on the Securities of
such series for principal of (and 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 (and premium, if any) and interest, respectively;
and 



        Fourth:
to the Company. 



        The
Trustee may fix a record date and payment date for any payment to Holders of Securities
of any series pursuant to this Section 6.09. 



        Section
6.10 Undertaking for Costs. 



        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorney’s fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.10 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.06 or a suit by Holders of more than 10% in principal amount of the Securities
of any series then outstanding or a suit by any holder of Senior Indebtedness. 



        Section
6.11 Limitations on Suits. 



        Subject
to Section 6.06, a Holder of any series of Securities may not pursue any remedy with
respect to this Indenture or the Securities unless: 











	 	        (1)
the Holder has given the Trustee written notice of a continuing       Event of Default; 







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







	 	        (3)
such Holder or Holders offer to the Trustee indemnity to the       Trustee against any
loss, liability or expenses; 







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







	 	        (5)
no direction inconsistent with such written request has been       given to the Trustee
during such 60 day period by the Holders of a       majority in principal amount of such
series of Securities then       outstanding. 







	


23  














	





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



ARTICLE 7.
                                 
    TRUSTEE 



        Section
7.01 Duties of Trustee. 



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



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










	 	        (1)
The Trustee need perform only those duties that are specifically       set forth in this
Indenture and no others, and no implied covenants or       obligation shall be read into
this Indenture against the Trustee. 







	 	        (2)
In the absence of bad faith on its part, the Trustee may       conclusively rely, as to
the truth of the statements and the correctness       of the opinions expressed therein,
upon certificates or opinions furnished       to the Trustee and conforming to the
requirements of this Indenture. The       Trustee, however, shall examine the
certificates and opinions to determine       whether or not they conform to the
requirements of this Indenture. 







	


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










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







	 	        (2)
The Trustee shall not be liable for any error in judgment made       in good faith by a
Trust Officer, unless it is proved that the Trustee was       negligent in ascertaining
the pertinent facts. 







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







	 	        (4)
No provision of this Indenture shall require the Trustee to       expend or risk its own
funds or otherwise incur any financial liability in       the performance of any of its
duties hereunder or in the exercise of any       of its rights or powers, if it shall
have reasonable grounds for believing       that repayment of such funds or adequate
indemnity against such risk or       liability is not reasonably assured to it. 







	


        (d)
Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01. 





24  














	





        (e)
Subject to subsection (c), the Trustee may refuse to perform any duty or exercise any
right or power unless, subject to the provisions of the TIA, it receives indemnity
satisfactory to it against any loss, liability, expense or fee. 



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



        Section
7.02 Rights of Trustee. 










	 	        (1)
The Trustee may rely on and shall be protected in acting or       refraining from acting
upon any document believed by it to be genuine and       to have been signed or presented
by the proper Person. The Trustee need       not investigate any fact or matter stated in
the document. 







	 	        (2)
Before the Trustee acts or refrains from acting, it may require       an Officers’
Certificate or an Opinion of Counsel, or both, which shall       conform to Section
13.05. 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. 







	 	        (3)
The Trustee may act through agents or attorneys and shall not be       responsible for
the misconduct or negligence of such agents or attorneys       appointed with due care
and shall not be responsible for their       supervision. 







	 	        (4)
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. 







	 	        (5)
The Trustee may consult with counsel and the written advice of       such counsel or any
Opinion of Counsel shall be full and complete       authorization and protection in
respect of any action taken, suffered or       omitted by the Trustee hereunder in good
faith and reliance thereon. 







	 	        (6)
The Trustee shall be under no obligation to exercise any of the       rights or powers
vested in it by this Indenture at the request or       direction of any of the Holders of
Securities of any series pursuant to       this Indenture, unless such Holders shall have
offered to the Trustee       reasonable security or indemnity against the costs, expenses
and       liabilities which might be incurred by it in compliance with such request
      or direction. 







	


        Section
7.03 Individual Rights of Trustee. 



        The
Trustee in its individual or any other capacity may become the owner or pledgee of
Securities of any series and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, is subject to Sections 7.10 and 7.11. 





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        Section
7.04 Trustee’s Disclaimer. 



        The
Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities of any series, it shall not be accountable for the Company’s use of the
proceeds from the Securities of any series, and it shall not be responsible for any
statement of the Company in the Indenture or any statement in the Securities of any
series other than its certificate of authentication or in any document used in the sale
of the Securities of any series other than any statement in writing provided by the
Trustee expressly for use in such document. 



        Section
7.05 Notice of Defaults. 



        If
a Default or Event of Default occurs and is continuing and if it is actually known to the
Trustee with respect to the Securities of any series, the Trustee shall mail to each
Holder of Securities of such series notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a default in payment of principal of,
premium, if any, or interest on any Security, the 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 Holders of Securities of such series. Notwithstanding
anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to
have knowledge of any Event of Default hereunder unless and until a Trust Officer shall
have actual knowledge thereof, or shall have received written notice thereof from the
Company at its Corporate Trust Office. The Trustee shall not be deemed to have actual
knowledge of an Event of Default hereunder, except in the case of an Event of Default
under Sections 6.01(1) or 6.01(2) (provided that the Trustee is the Paying Agent), until
a Trust Officer receives written notice thereof from the Company or any Securityholder
that such an Event of Default has occurred. 



        Section
7.06 Reports by Trustee to Holders. 



        Within
60 days after each May 15 beginning with May 15 of the first year in which Securities are
outstanding hereunder, the Trustee, if required by the provisions of TIA ss.313(a), shall
mail to each Securityholder a brief report dated as of May 15 of such year that complies
with TIA ss.313(a). The Trustee also shall comply with TIA ss.313(b) and ss.313(c). 



        A
copy of each report at the time of its mailing to Securityholders shall be filed with the
Commission and each stock exchange on which the Securities of any series are listed. The
Company agrees to notify the Trustee in writing whenever the Securities of any series
become listed or delisted on or from any stock exchange. 



        Section
7.07 Compensation and Indemnity. 



        The
Company shall pay to the Trustee from time to time reasonable compensation for its
services (which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust). The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances incurred or
made by it. Such expenses may include, but shall not be limited to, the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel. 






26  














	





        The
Company shall indemnify the Trustee for, and hold it harmless against, any loss or
liability incurred by it in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim or
liability in connection with the Securities or the exercise or performance of any of its
powers or duties hereunder. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity and the Company may elect by
written notice to the Trustee to assume the defense of any such claim at the Company’s
expense with counsel reasonably satisfactory to the Trustee. 



        The
Company need not reimburse the Trustee for any expense or indemnify it against any loss
or liability incurred by it through the Trustee’s negligence, bad faith or willful
misconduct. The Company shall not be liable for any settlement of any claim or action
effected without the Company’s consent. To secure the Company’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. 



        When
the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01 occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any applicable bankruptcy or comparable law. 



        Section
7.08 Replacement of Trustee. 



        A
resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08. 



        The
Trustee may resign with respect to any series of Securities by so notifying the Company.
The Holders of a majority in principal amount of the Securities of any series then
outstanding may remove the Trustee with respect to such series of Securities by so
notifying the Trustee and may appoint a successor Trustee with respect to such series of
Securities with the Company’s written consent. The Company may remove the Trustee with
respect to any series of Securities (or, if clause (4) applies, with respect to all
series) if: 










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







	 	        (2)
the Trustee is adjudged a bankrupt or an insolvent; 







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







	 	        (4)
the Trustee otherwise becomes incapable of acting with respect       to any series of
Securities.  







	


        If the Trustee resigns or is removed
with       respect to any series of Securities or if a vacancy exists in the office
      of Trustee with respect to any series of Securities for any reason, the
      Company shall promptly appoint a successor Trustee with respect to such
      series. 




        If
a successor Trustee with respect to any series of Securities does not take office within
45 days after the retiring Trustee with respect to such series resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount of the
Securities of such series then outstanding may petition any court of competent
jurisdiction for the appointment of a successor Trustee. 



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






27  














	





        A
successor Trustee shall deliver a written acceptance of its appointment with respect to
any series of Securities to the retiring Trustee and to the Company. Immediately after
that, the retiring Trustee shall, upon payment of its fees and expenses, transfer all
property held by it as Trustee with respect to such series to the successor Trustee,
subject to the lien provided for in Section 7.07, the resignation or removal of the
retiring Trustee shall become effective with respect to such series, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this Indenture
with respect to such series. Notwithstanding the replacement of the Trustee with respect
to any series of Securities pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to
expenses and liabilities incurred by it and compensation earned by it prior to such
replacement or otherwise with respect to the Securities of such series or the Indenture.
A successor Trustee with respect to any series of Securities shall mail notice of its
succession to each Holder of Securities of such series. 



        Section
7.09 Successor Trustee by Merger, etc. 



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



        Section
7.10 Eligibility; Disqualification. 



        This
Indenture shall always have a Trustee who satisfies the requirements of TIA ss.310(a)(1),
(2) and (5). The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA ss.310(b), including the optional provision permitted by
the second sentence of TIA ss.310(b)(9). The provisions of TIA ss. 310 shall also apply
to the Company as obligor of the Securities. 



        Section
7.11 Preferential Collection of Claims Against Company. 



        The
Trustee is subject to TIA ss.311(a), excluding any creditor relationship listed in TIA
ss.311(b). A Trustee who has resigned or been removed shall be subject to TIA ss.311(a)
to the extent indicated therein. The provisions of TIA ss. 311 shall also apply to the
Company as obligor of the Securities. 





28  














	





ARTICLE 8.
                  
   SATISFACTION AND DISCHARGE OF INDENTURE 



        Section
8.01 Satisfaction, Discharge and Defeasance of the Securities. 



        The
Company shall be deemed to have paid and discharged the entire indebtedness on the
Securities of any series after the date of the deposit referred to in paragraph (a)
below, the provisions of this Indenture shall no longer be in effect in respect of the
Securities of such series, and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of such indebtedness;
provided that the following conditions shall have been satisfied: 



        (a)
the Company has deposited or caused to be deposited with the Trustee irrevocably as trust
funds in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of all Securities of such series, with reference to this Section
8.01, (i) money or (ii) U.S. Government Obligations or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the entire indebtedness on all the Securities of such series for principal,
premium, if any, and interest, if any, to the maturity date of such series of Securities
as such principal, premium, if any, or interest becomes due and payable in accordance
with the terms of this Indenture and the Securities; 



        (b)
the Company has paid or caused to be paid all other sums payable hereunder by the Company
in connection with all of the Securities of any series, including all fees and expenses
of the Trustee; and 



        (c)
the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of
the entire indebtedness on the Securities and the discharge of this Indenture and the
termination of the Company’s obligations hereunder have been complied with. 



        “U.S.
Government Obligations” means direct, non-callable obligations of, or non-callable
obligations guaranteed by, the United States of America for the timely payment of which
obligation or guarantee the full faith and credit of the United States of America is
pledged. 



        Section
8.02 Satisfaction and Discharge of Indenture. 



        In
addition to its rights under Section 8.01, the Company may terminate all of its
obligations under this Indenture when: 



        (a)
all of the Securities of each series theretofore authenticated and delivered (other than
(A) Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.07 hereof and (B) Securities for whose payment money has
theretofore been deposited with the Trustee or the Paying Agent in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.05 and Section 8.06 hereof) have been delivered to
the Trustee for cancellation; and 





29  














	





        (b)
the Company has paid or caused to be paid all other sums payable hereunder by the Company
in connection with the outstanding Securities, including all fees and expenses of the
Trustee. 



        Section
8.03 Survival of Certain Obligations. 



        Notwithstanding
the satisfaction and discharge of this Indenture pursuant to Section 8.01, the respective
obligations of the Company specified in Sections 2.04, 2.05, 2.06, 2.07, 2.12, 4.01,
7.07, 8.05, 8.06, 8.07 and in Article 10 shall survive until the Securities are no longer
outstanding, and after the Securities are no longer outstanding, or upon compliance with
Section 8.02, only the obligations of the Company in such Sections 7.07 and 8.06 shall
survive. Nothing contained in this Article Eight shall abrogate any of the obligations or
duties of the Trustee under this Indenture. 



        Section
8.04 Application of Trust Money. 



        (a)
Subject to the provisions of Section 8.06, all money and U.S. Government Obligations
deposited with the Trustee for the Securities of any series pursuant to Section 8.01 or
Section 8.02, and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee for the Securities of any series pursuant to
Section 8.01 or Section 8.02 shall be held in trust and reinvested by the Trustee in U.S.
Government Obligations in accordance with the Company’s written instructions and applied
by the Trustee in accordance with the provisions of the Securities of such series and
this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest, if any, on the
Securities of such series; but such money need not be segregated from other funds except
to the extent required by law. 



        (b)
The Trustee shall deliver or pay to the Company from time to time upon the Company’s
written request any U.S. Government Obligations, or money held by it as provided in
Section 8.01 or Section 8.02 which, in the written opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then would have
been required to be deposited for the purpose for which such U.S. Government Obligations,
or money were deposited or received. 



        Section
8.05 Paying Agent to Repay Monies Held. 



        Upon
the satisfaction and discharge of this Indenture with respect to the Securities of any
series, all monies then held by any Paying Agent for the benefit of Securities of such
series under the provisions of this Indenture shall, upon written demand of the Company,
be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released
from all further liability with respect to such monies. 



        Section
8.06 Return of Unclaimed Monies. 



        Any
monies deposited with or paid to the Trustee or any Paying Agent for the Securities of
any series, or then held by the Company in trust, for the payment of any principal,
premium, if any, and interest, if any, on the Securities of any series and not applied
but remaining unclaimed by the Holders of the Securities of such series for two years
after the date upon which the principal of and interest, if any, on the Securities of
such series, as the case may be, shall have become due and payable, shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Company by such Trustee or any Paying Agent on
written demand by the Company or (if then held by the Company) shall be discharged from
such trust; and the Holders of the Securities of such series entitled to receive such
payment shall thereafter look only to the Company for the payment thereof; provided,
however, that, before being required to make any such repayment, such Trustee may, or
shall at the written request of the Company, at the expense of the Company, cause to be
published once in an authorized newspaper in the same city in which the place of payment
with respect to the Securities of such series shall be located and in an authorized
newspaper in the City of New York, or mail to each such Holder, a notice (in such form as
may be deemed appropriate by such Trustee) that said monies remain unclaimed and that,
after a date named therein, any unclaimed balance of said monies then remaining will be
returned to the Company. 




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        Section
8.07 Reinstatement.



        If
the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
with respect to the Securities of any series in accordance with Section 8.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.04; provided, however, that if the Company has
made any payment of interest on or principal of any Securities of any series because of
the reinstatement of its obligations, the Company shall be subrogated to the rights of
the Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent. 



ARTICLE 9.
                       
      SUPPLEMENTAL INDENTURES 



        Section
9.01 Supplemental Indentures Without Consent of Holders. 



        The
Company, when authorized by Board Resolution, and the Trustee at any time and from time
to time, may amend this Indenture or enter into one or more indentures supplemental
hereto, to be in a form satisfactory to the Trustee without notice to or consent of any
Securityholder for any of the following purposes: 










	 	        (1)
to comply with Section 5.01; or 







	 	        (2)
to provide for uncertificated Securities in addition to or in       place of certificated
Securities; or 







	 	        (3)
to add to the covenants of the Company, for the benefit of the       Holders of all or
any series of Securities (and if such covenants are to       be for the benefit of less
than all series of Securities, stating that       such covenants are expressly being
included solely for the benefit of such       series), or to surrender any right or power
herein conferred upon the       Company; or 







	


31  



















	 	        (4)
to add any Events of Default (and if such Events of Default are       to be applicable to
less than all series of Securities, stating that such       Events of Default are
expressly being included solely to be applicable to       such series); or 







	 	        (5)
to change or eliminate any of the provisions of this Indenture,       provided that any
such change or elimination shall become effective only       when there is no Security
outstanding of any series created prior to the       execution of such supplemental
indenture which is entitled to the benefit       of such provision; or 







	 	        (6)
to establish the form or terms of Securities of any series as       permitted by Sections
2.01 and 2.02; or 







	 	        (7)
to cure any ambiguity, to correct or supplement any provision       herein which may be
defective or inconsistent with any other provision       herein, or to make any other
provisions with respect to matters or       questions arising under this Indenture which
shall not be inconsistent       with any provision of this Indenture, provided such other
provisions shall       not adversely affect the interests of the Holders of Securities of
any       series in any material respect. 







	


        Section
9.02 Supplemental Indentures with Consent of Holders. 



        With
the written consent of the Holders of not less than a majority in aggregate principal
amount of the Securities of each series at the time outstanding affected by such
supplemental indenture, the Company, when authorized by Board Resolution, and the Trustee
may amend this Indenture or from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture, except as otherwise
permitted by Section 9.01, or of modifying in any manner the rights of the Holders of the
Securities of each such series. Subject to Section 9.04, without the consent of each
Holder of Securities of any series affected, however, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not: 










	 	        (1)
extend the fixed maturity of any Securities, or reduce the       principal amount thereof
or premium, if any, or reduce the rate or extend       the time of payment of interest
thereon, without the consent of the Holder       of each Security so affected; 







	 	        (2)
reduce the aforesaid percentage of Securities of each series,       the consent of the
Holders of which is required for any such supplemental       indenture, without the
consent of the Holders of all Securities then       outstanding affected thereby; 







	 	        (3)
waive (except, unless theretofore cured) a default in the       payment of the principal
of (and premium, if any on), interest on or       redemption amounts with respect to any
Security; 







	



32  


















	 	        (4)
make any Security payable in money other than that stated in the       Security; 







	 	        (5)
make any change in Sections 6.04, 6.06 or 9.02 (this sentence); 







	 	        (6)
make any change that adversely affects the right to convert any       Security; or 







	 	        (7)
make any change in Article 11 that adversely affects the rights       of any
Securityholder. 







	


        Upon
the request of the Company, accompanied by a copy of a Board Resolution certified by the
Secretary or an Assistant Secretary of the Company authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent
of Securityholders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. 



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



        Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to all Holders of Securities
of each series so affected as the names and addresses of such Holders shall appear on the
registry books. Any failure of the Company so to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental
indenture. 



        Section
9.03 Compliance with Trust Indenture Act. 



        Every
amendment or supplement to this Indenture or the Securities shall comply with the TIA as
then in effect. 



        Section
9.04 Revocation and Effect of Consents. 



        Subject
to this Indenture, each amendment, supplement or waiver evidencing other action shall
become effective in accordance with its terms. Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder of a Security of any series is a
continuing consent by the Holder even if notation of the consent is not made on any
Security. Any such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security, if the Trustee receives the notice of revocation
before the date the amendment, waiver or other action becomes effective. 



        The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver. If a
record date is fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated
proxies) and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consent from Holders of the
principal amount of Securities of any series then outstanding required hereunder for such
amendment, supplement or waiver to be effective shall have also been given and not
revoked within such 90-day period. 





33  














	





        After
an amendment, supplement or waiver becomes effective, it shall bind every Securityholder,
unless it makes a change described in any of clauses (1) through (6) of Section 9.02. In
that case the amendment, supplement or waiver shall only bind the Holders of a Security
or portion of a Security of the same series. 



        Section
9.05 Notation on or Exchange of Securities. 



        If
an amendment, supplement or waiver changes the terms of a Security of any series, the
Trustee may request the Holder of the Security of such series to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee so
determine, the Company in exchange for the Security of such series shall issue and the
Trustee shall authenticate a new Security of such series that reflects the changed terms
the cost and expense of which will be borne by the Company. 



        Section
9.06 Effect of Supplemental Indentures. 



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



        Section
9.07 Reference in Securities to Supplemental Indentures. 



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



 


ARTICLE 10.
                          
  CONVERSION OF SECURITIES 



        Section
10.01 Right of Conversion; Conversion Price. 



        If
provided in the Board Resolution or supplemental indenture with respect to such series of
Securities, the Holder of any Security or Securities of a particular series shall have
the right, at his option, at any time after such date as determined by such Board
Resolution or supplemental indenture and before the close of business on such date as
determined by such Board Resolution or supplemental indenture (except that, with respect
to any Security or portion of a Security of such series which shall be called for
redemption, such right shall terminate at the close of business on the date fixed for
redemption of such Security or portion of a Security unless the Company shall default in
payment due upon redemption thereof), to convert, subject to the terms and provisions of
this Article 10 and any other terms or provisions set forth in such Board Resolution or
supplemental indenture, the principal of any Security or Securities of such series or any
portion thereof which is $1,000 principal amount or an integral multiple thereof into
shares of common stock of the Company or Securities of another series of Securities,
initially at the conversion price per share specified in the Securities of such series;
or, in case an adjustment of such price has taken place pursuant to the provisions of
Section 10.04, then at the price as last adjusted (such price or adjusted price being
referred to herein as the “conversion price”), upon surrender of the Security or
Securities, the principal of which is so to be converted, accompanied by written notice
of conversion duly executed, to the Company, at any time during usual business hours at
the office or agency maintained by it for such purpose, and, if so required by the
Conversion Agent or Registrar, accompanied by a written instrument or instruments of
transfer in form satisfactory to the Conversion Agent or Registrar duly executed by the
Holder or his duly authorized representative in writing. For convenience, the conversion
of any portion of the principal of any Security or Securities into shares of common stock
of the Company or other Securities is hereinafter sometimes referred to as the conversion
of such Security or Securities. 




34  














	






        Section
10.02 Issuance of Shares on Conversion. 



        As
promptly as practicable after the surrender, as herein provided, of any Security or
Securities of any series for conversion, the Company shall deliver or cause to be
delivered at its said office or agency, to or upon the written order of the Holder of the
Security or Securities so surrendered, certificates representing the number of fully paid
and nonassessable shares of common stock of the Company or Securities of another series
of the Company into which such Security or Securities may be converted in accordance with
the provisions of this Article 10. Such conversion shall be deemed to have been made as
of the close of business on the date that such Security or Securities shall have been
surrendered for conversion by delivery thereof with a written notice of conversion duly
executed, so that the rights of the Holder of such Security or Securities as a
Securityholder shall cease at such time and, subject to the following provisions of this
paragraph, the Person or Persons entitled to receive the shares of common stock or
Securities of another series upon conversion of such Security or Securities shall be
treated for all purposes as having become the record holder or holders of such shares of
common stock or Securities of another series at such time and such conversion shall be at
the conversion price in effect at such time; provided, however, that with respect to
shares of the Company’s common stock, no such surrender on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute the Person
or Persons entitled to receive the shares of common stock upon such conversion as the
record holder or holders of such shares of common stock on such date, but such surrender
shall be effective to constitute the Person or Persons entitled to receive such shares of
common stock as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open; such
conversion shall be at the conversion price in effect on the date that such Security or
Securities shall have been surrendered for conversion by delivery thereof, as if the
stock transfer books of the Company had not been closed. The Company shall give or cause
to be given to the Trustee written notice whenever the stock transfer books of the
Company shall be closed. 



        Upon
Conversion of any Security of any series which is converted in part only, the Company
shall execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Company, a new Security or Securities of such
series of authorized denominations in principal amount equal to the unconverted portion
of such Security. 




35  














	






        Section
10.03 No Adjustment for Interest or Dividends. 



        No
payment or adjustment in respect of interest on the Securities of any series or dividends
on the shares of common stock shall be made upon the conversion of any Security or
Securities; provided, however, that if a Security of any series or any portion thereof
shall be converted subsequent to any regular record date and on or prior to the next
succeeding interest payment date, the interest falling due on such interest payment date
shall be payable on such interest payment date notwithstanding such conversion, and such
interest (whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name such Security is registered at the close of business on such regular
record date and Securities surrendered for conversion during the period from the close of
business on any regular record date to the opening of business on the corresponding
interest payment date must be accompanied by payment of an amount equal to the interest
payable on such interest payment date. 



        Section
10.04 Adjustment of Conversion Price. 










	 	        (1)
With respect to any series of Securities that is convertible       into shares of the
Company’s common stock, in case the Company shall pay       or make a dividend or other
distribution on any class of Capital Stock of       the Company in shares of common
stock, the conversion price for any series       of Securities in effect at the opening
of business on the day following       the date fixed for the determination of
stockholders entitled to receive       such dividend or other distribution shall be
reduced by multiplying such       conversion price by a fraction of which the numerator
shall be the number       of shares of common stock outstanding at the close of business
on the date       fixed for such determination and the denominator shall be the sum of
such       number of shares and the total number of shares constituting such dividend
      or other distribution, such reduction to become effective immediately       after
the opening of business on the day following the date fixed for such       determination. 







	 	        (2)
With respect to any series of Securities that is convertible       into shares of the
Company’s common stock, in case the Company shall issue       rights or warrants to all
or substantially all holders of its shares of       common stock entitling them to
subscribe for or purchase shares of common       stock at a price per share (or having a
conversion price per share) less       than the current market price per share
(determined as provided in       paragraph (6) of this Section) of the shares of common
stock on the date       fixed for the determination of stockholders entitled to receive
such       rights or warrants, the conversion price for any series of Securities in
      effect at the opening of business on the day following the date fixed for
      such determination shall be reduced by multiplying such conversion price       by a
fraction of which the numerator shall be the number of shares of       common stock
outstanding at the close of business on the date fixed for       such determination plus
the number of shares of common stock which the       aggregate of the subscription price
of the total number of shares of       common stock so offered for subscription or
purchase would purchase at       such current market price and the denominator shall be
the number of       shares of common stock outstanding at the close of business on the
date       fixed for such determination plus the number of shares of common stock so
      offered for subscription or purchase, such reduction to become effective
      immediately after the opening of business on the day following the date       fixed
for such determination. In the event that all of the shares of       common stock subject
to such rights or warrants have not been issued when       such rights or warrants
expire, then the conversion price shall promptly       be readjusted to the conversion
price which would then be in effect had       the adjustment upon the issuance of such
rights or warrants been made on       the basis of the actual number of shares of common
stock issued upon the       exercise of such rights or warrants. For the purposes of this
paragraph       (2), the number of shares of common stock at any time outstanding shall
      not include shares held in the treasury of the Company but shall include
      shares issuable in respect of scrip certificates issued in lieu of       fractions
of shares of common stock. The Company will not issue any rights       or warrants in
respect of shares of common stock held in the treasury of       the Company. 







	




36  


















	 	        (3)
With respect to any series of Securities that is convertible       into shares of the
Company’s common stock, in case the outstanding shares       of common stock shall be
subdivided into a greater number of shares, the       conversion price for any series of
Securities in effect at the opening of       business on the day following the day upon
which such subdivision becomes       effective shall be proportionately reduced, and,
conversely, in case       outstanding shares of common stock shall each be combined into
a smaller       number of shares, the conversion price for any series of Securities in
      effect at the opening of business on the day following the day upon which
      such combination becomes effective shall be proportionately increased,       such
reduction or increase, as the case may be, to become effective       immediately after
the opening of business on the day following the day       upon which such subdivision or
combination becomes effective. 







	 	        (4)
With respect to any series of Securities that is convertible       into shares of the
Company’s common stock, in case the Company shall, by       dividend or otherwise,
distribute to all or substantially all holders of       shares of common stock evidences
of indebtedness or assets (including       securities, but excluding (i) any rights or
warrants referred to in       paragraph (2) of this Section, (ii) any dividend or
distribution not       prohibited by Section 4.06 hereof and (iii) any dividend or
distribution       referred to in paragraph (1) of this Section), the conversion price
for       any series of Securities shall be adjusted so that the same shall equal
      the price determined by multiplying the conversion price in effect
      immediately prior to the close of business on the day fixed for the
      determination of shareholders entitled to receive such distribution by a
      fraction of which the numerator shall be the current market price per       share
(determined as provided in paragraph (6) of this Section) of the       shares of common
stock on the date fixed for such determination less the       then fair market value as
determined by the Board of Directors of the       Company (whose determination shall be
conclusive and described in a       resolution of the Board of Directors of the Company
filed with the       Trustee) of the portion of the assets or evidences of indebtedness
so       distributed allocable to one share of common stock and the denominator
      shall be such current market price per share of the shares of common       stock,
such adjustment to become effective immediately prior to the       opening of business on
the day following the date fixed for the       determination of stockholders entitled to
receive such distribution. 








	



37  

















	 	        (5)
With respect to any series of Securities that is convertible       into shares of the
Company’s common stock, in case the shares of common       stock shall be changed into
the same or a different number of shares of       any class or classes of stock, whether
by capital reorganization,       reclassification, or otherwise (other than a subdivision
or combination of       shares or a stock dividend described in paragraph (1) or
paragraph (3) of       this Section, or a consolidation, merger or sale of assets
described in       Section 10.10), then and in each such event the Holders of Securities
of       any series shall have the right thereafter to convert such Securities into
      the kind and amount of shares of stock and other securities and property
      receivable upon such reorganization, reclassification or other change, by
      holders of the number of shares of common stock into which such Securities
      might have been converted immediately prior to such reorganization,
      reclassification or change. 









	 	        (6)
For the purpose of any computation under paragraphs (2) and (4)       of this Section,
the current market price per share of common stock on any       date shall be deemed to
be the average of the Closing Prices for the 15       consecutive Business Days selected
by the Company commencing not more than       30 and not less than 20 Business Days
before the date in question. 







	 	        (7)
No adjustment in the conversion price for the Securities of any       series shall be
required unless such adjustment (plus any adjustments not       previously made by reason
of this paragraph (7)) would require an increase       or decrease of at least 1% in such
price; provided, however, that any       adjustments which by reason of this paragraph
(7) are not required to be       made shall be carried forward and taken into account in
any subsequent       adjustment. All calculations under this paragraph (7) shall be made
to the       nearest cent. 







	 	        (8)
The Company may, but shall not be required to, make such       reductions in the
conversion price for the Securities of any series, in       addition to those required by
paragraph (1), (2), (3) and (4) of this       Section, as the Board of Directors of the
Company considers to be       advisable in order to avoid or diminish any income tax to
any holders of       shares of common stock resulting from any dividend or distribution
of       stock or issuance of rights or warrants to purchase or subscribe for stock
      or from any event treated as such for income tax purposes or for any other
      reasons. The Board of Directors of the Company shall have the power to
      resolve any ambiguity or correct any error in the adjustments made       pursuant
to this Section 10.04 and its actions in so doing shall be final       and conclusive. 







	 	        (9)
The adjustments provided for in this Section 10.04 shall be made       successively
whenever any event listed above shall occur. 







	


        Section
10.05 Notice of Adjustment of Conversion Price. 



        Whenever
the conversion price for the Securities of any series is adjusted as herein provided: 





38  














	





        (a)
the Company shall compute the adjusted conversion price in accordance with Section 10.04
and shall prepare an Officers’ Certificate setting forth the adjusted conversion price
and showing the facts upon which such adjustment is based and the computation thereof,
and such certificate shall forthwith be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 2.04 and with the Trustee; and 



        (b)
a notice stating that the conversion price has been adjusted and setting forth the
adjusted conversion price shall as soon as practicable be mailed by the Company to all
Holders of Securities of such series at their last addresses as they shall appear in the
Security Register. 



        (c)
If the conversion price is adjusted and the Company fails to file an Officers’
Certificate with the Trustee as provided by Section 10.05(a) and the Trustee is acting as
the Conversion Agent, the Trustee shall be entitled to rely conclusively on the
conversion price set forth in the Officer’s Certificate most recently received by the
Trustee (or as set forth in this Indenture if the conversion price shall not have been
adjusted). 



        Section
10.06 Notice of Certain Corporate Action. 










	 	        (1)
In case: 







	 	        (a)
the Company shall authorize the granting to holders of its             shares of common
stock of rights or warrants entitling them to             subscribe for or purchase any
shares of Capital Stock of any class             or of any other rights; or 







	 	        (b)
of any reclassification of the shares of common stock of             the Company, or of
any consolidation or merger to which the Company             is a party and for which
approval of any stockholders of the Company             is required, or of the sale or
transfer of all or substantially all             of the assets of the Company; or 







	 	        (c)
of the voluntary or involuntary dissolution, liquidation             or winding up of the
Company; 







	 	
then
the Company shall cause to be filed at each office or agency       maintained for the
purpose of conversion of Securities of any series       pursuant to Section 2.04 and
shall cause to be mailed to all Holders of       Securities of such series that are
convertible into shares of the       Company’s common stock at their last addresses as
they shall appear in the       Security Register, at least 20 days (or 10 days in any
case specified in       clause (a) or (b) above) prior to the applicable record date
hereinafter       specified, a notice stating (x) the date on which a record is to be
taken       for the purpose of such dividend, distribution, rights or warrants, or, if
      a record is not to be taken, the date as of which the Holders of shares of
      common stock of record to be entitled to such dividend, distribution,       rights
or warrants are to be determined, or (y) the date on which such       reclassification,
consolidation, merger, sale, transfer, dissolution,       liquidation or winding up is
expected to become effective, and the date as       of which it is expected that holders
of shares of common stock of record       shall be entitled to exchange their shares of
common stock for securities,       cash or other property deliverable upon such
reclassification,       consolidation, merger, sale, transfer, dissolution, liquidation
or winding       up. Such notice shall also state whether such transaction will result in
      any adjustment in the conversion price applicable to the Securities of       such
series and, if so, shall state what the adjusted conversion price       will be and when
it will become effective. Neither the failure to give the       notice required by this
Section, nor any defect therein, to any particular       Holder shall affect the
sufficiency of the notice or the legality or       validity of any such dividend,
distribution, right, warrant,       reclassification, consolidation, merger, sale,
transfer, liquidation,       dissolution or winding-up, or the vote on any action
authorizing such with       respect to the other Holders. 





	


39  



















	 	        (2)
In case the Company or any Affiliate of the Company shall       propose to engage in a
“Rule 13e-3 Transaction” as defined in the       Commission’s Rule 13e-3 under the
Exchange Act, the Company shall, no       later than the date on which any information
with respect to such Rule       13e-3 Transaction is first required to be given to the
Commission or any       other Person pursuant to such Rule 13e-3, cause to be mailed to
all       Holders at their last addresses as they shall appear in the Security
      Register, a copy of all information required to be given to the holders of
      the Company’s Capital Stock pursuant to such Rule 13e-3. The information
      required to be given under this paragraph shall be in addition to and not       in
lieu of any other information required to be given by the Company       pursuant to this
Section 10.06 or any other provision of the Securities or       this Indenture. 







	


        Section
10.07 Taxes on Conversions. 



        The
Company will pay any and all stamp or similar taxes that may be payable in respect of the
issuance or delivery of shares of common stock or Securities of another series on
conversion of Securities pursuant hereto. The Company shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the issuance and
delivery of shares of common stock in a name other than that of the Holder of the
Security or Securities to be converted, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance has paid to the Company the amount
of any such tax, or has established to the satisfaction of the Company that such tax has
been paid. 



        Section
10.08 Fractional Shares.



        No
fractional shares or scrip representing fractional shares shall be issued upon any
conversion of Securities. If any such conversion would otherwise require the issuance of
a fractional share an amount equal to such fraction multiplied by the current market
price per share of common stock (determined as provided in paragraph (6) of Section
10.04) on the day of conversion shall be paid to the Holder in cash by the Company. 



        Section
10.09 Cancellation of Converted Securities. 



        All
Securities delivered for conversion shall be delivered to the Trustee or the Conversion
Agent to be canceled by or at the direction of the Trustee or the Conversion Agent, which
shall dispose of the same as provided in Section 2.10. 



        Section
10.10 Provisions in Case of Consolidation, Merger or Sale of Assets. 










	 	        (1)
In case of any consolidation of the Company with, or merger of       the Company into,
any other corporation or trust, or in case of any merger       of another corporation or
trust into the Company (other than a       consolidation or merger which does not result
in any reclassification,       conversion, exchange or cancellation of outstanding shares
of common stock       of the Company), or in case of any sale or transfer of all or
      substantially all of the assets of the Company, the corporation or trust
      formed by such consolidation or resulting from such merger or which       acquires
such assets, as the case may be, shall execute and deliver to the       Trustee a
supplemental indenture providing that the Holder of each       Security of any series
then outstanding shall have the right thereafter,       during the period such Security
shall be convertible as specified in       Section 10.01 to convert such Security only
into the kind and amount of       securities, cash and other property receivable upon
such consolidation,       merger, sale or transfer by a holder of the number of shares of
common       stock of the Company into which such Security might have been converted
      immediately prior to such consolidation, merger, sale or transfer. Such
      supplemental indenture shall provide for adjustments which, for events
      subsequent to the effective date of such supplemental indenture, shall be       as
nearly equivalent as may be practicable to the adjustments provided for       in this
Article. The above provisions of this Section shall similarly       apply to successive
consolidations, mergers, sales or transfers. 







	


40  




















	 	        (2)
The Trustee shall not be under any responsibility to determine       the correctness of
any provisions contained in any such supplemental       indenture relating either to the
kind or amount of shares of stock or       securities or property receivable by Holders
upon the conversion of their       Securities after any such reclassification, change,
consolidation, merger,       sale or conveyance or to any adjustment to be made with
respect thereto. 







	


        Section
10.11 Disclaimer by Trustee of Responsibility for Certain Matters. 





        The
Trustee shall not at any time be under any duty or responsibility to any Holder of
Securities of any series to determine whether any facts exist which may require any
adjustment of the conversion price for such series, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the same. The
Trustee shall not be accountable with respect to the validity, value, kind or amount of
any shares of common stock, or of any securities or property, which may at any time be
issued or delivered upon the conversion of any Security; and it makes no representation
with respect thereto. The Trustee shall not be responsible for any failure of the Company
to issue, transfer or deliver any shares of common stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of conversion
or, subject to Section 7.01, to comply with any of the covenants of the Company contained
in this Article. 



ARTICLE 11.
                        
    SUBORDINATION; SENIORITY 



        Section
11.01 Securities Subordinated to Senior Indebtedness.



        (a)
Securities of any series which by their terms are subordinated and junior in right of
payment of the principal of, premium, if any, and interest (all of the foregoing, a
“Payment or Distribution”) on such Securities (“Junior Securities”) to the prior payment
in full of any Senior Indebtedness whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed, shall comply with the provisions of this
Article 11, and each Holder of Junior Securities of such series by his acceptance thereof
likewise agrees. 



41  














	






                A
Payment or Distribution shall include any asset of any kind or character, and may consist
of cash, securities or other property, by set-off or otherwise, and shall include,
without limitation, any purchase, redemption or other acquisition of Junior Securities of
the series or the making of any deposit of funds or securities pursuant to this Indenture
(including, without limitation, any deposit pursuant to Article 8 hereof). 



        (b)
The Senior Indebtedness of the Company shall continue to be Senior Indebtedness and
entitled to the benefit of these subordination provisions irrespective of any amendment,
modification or waiver of any term of any instrument relating to refinancing of the
Senior Indebtedness. 



        (c)
All the provisions of this Indenture and the Junior Securities of any series shall be
subject to the provisions of this Article 11 so far as they may be applicable thereto,
except that nothing in this Article 11 shall apply to claims for, or payments to, the
Trustee under or pursuant to Section 7.07. 



        (d)
No right of any holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time or in any way be affected or impaired by any failure to act on
the part of the Company, any Paying Agent, the Holders of the Junior Securities of any
series, the Trustee or the holders of the Senior Indebtedness, or by any noncompliance by
the Company, any Paying Agent, the Holders of the Junior Securities of any series or the
Trustee with any of the terms, provisions and covenants of the Securities or this
Indenture, regardless of any knowledge thereof that any such holder of Senior
Indebtedness may have or be otherwise charged with. 



        (e)
In the event that the Junior Securities of any series are declared due and payable before
their expressed maturity because of the occurrence of a default hereunder, the Company
will give prompt notice in writing of such happening to the holders of Senior
Indebtedness. 



        Section
11.02 Company Not to Make Payments with Respect to Junior Securities in Certain

                  
             Circumstances. 



        No
Payment or Distribution shall be made by the Company, the Trustee or the Paying Agent on
account of principal of (or premium, if any) or interest on the Junior Securities of any
series, whether upon stated maturity, upon redemption or acceleration, or otherwise, or
on account of the purchase or other acquisition of Junior Securities of such series,
whether upon stated maturity, upon redemption or acceleration, or otherwise, if there
shall have occurred and be continuing a default with respect to any Senior Indebtedness
permitting the acceleration thereof or with respect to the payment of any Senior
Indebtedness and (a) such default is the subject of a judicial proceeding or (b) notice
of such default in writing or by telegram has been given to the Company by any holder or
holders of any Senior Indebtedness, unless and until the Company shall have received
written notice from such holder or holders that such default or event of default shall
have been cured or waived or shall have ceased to exist. 



42  














	





        Upon
any acceleration of the principal of the Junior Securities of any series or any payment
by the Company or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, to creditors upon any dissolution or winding up or
liquidation or reorganization of the Company, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become
due upon all Senior Indebtedness shall first be paid in full in cash, or payment thereof
provided for to the satisfaction of the holders thereof, before any Payment or
Distribution is made on account of the redemption price or principal of (and premium, if
any) or interest on the Junior Securities of such series; and (subject to the power of a
court of competent jurisdiction to make other equitable provision, which shall have been
determined by such court to give effect to the rights conferred in this Article upon the
Senior Indebtedness and the holders thereof with respect to the Junior Securities of such
series or the Holders thereof or the Trustee, by a lawful plan of reorganization or
readjustment under applicable law) upon any such dissolution or winding up or liquidation
or reorganization, any Payment or Distribution by the Company or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Junior Securities of any series or the Trustee would be entitled
except for the provisions of this Article, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such
Payment or Distribution directly to the holders of Senior Indebtedness of the Company or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness may have
been issued, as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full in cash, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any Payment or
Distribution is made to the Holders of the Securities of such series or to the Trustee,
except that the Trustee will have a lien for the payment of its fees and expenses. 



        In
the event that, notwithstanding the foregoing, any Payment or Distribution by the Company
of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee or the Holders of the Junior Securities of
any series before all Senior Indebtedness is paid in full in cash, or provision is made
for such payment to the satisfaction of the holders thereof, and if such fact shall then
have been or thereafter be made known to a Trust Officer of the Trustee or, as the case
may be, such Holder, then and in such event such Payment or Distribution shall be paid
over or delivered to the holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after
giving effect to any concurrent Payment or Distribution to or for the holders of such
Senior Indebtedness, and, until so delivered, the same shall be held in trust by any
Holder of a Junior Security as the property of the holders of Senior Indebtedness. 



        The
consolidation of the Company with, or the merger of the Company into, another Person or
the liquidation or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided in Article Five shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section if such other Person
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Five. Nothing in this Section shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07. 



43  














	





        The
holders of Senior Indebtedness may, at any time and from time to time, without the
consent of or notice to the Holders of the Junior Securities of any series, without
incurring responsibility to the Holders of the Junior Securities of such series and
without impairing or releasing the obligations of the Holders of the Junior Securities of
such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place
or terms of payment or change or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness; and/or (iv) exercise or refrain from exercising
any rights against the Company and any other Person. 



        Section
11.03 Subrogation of Junior Securities.



        Subject
to the payment in full in cash of all amounts then due (whether by acceleration of the
maturity thereof or otherwise) on account of all Senior Indebtedness at the time
outstanding, the Holders of the Junior Securities of any series shall be subrogated to
the rights of the holders of Senior Indebtedness to receive Payments or Distributions of
cash, property or securities of the Company applicable to the Senior Indebtedness until
the principal of (and premium, if any) and interest on the Securities shall be paid in
full; and, for the purposes of such subrogation, no Payments or Distributions to the
holders of Senior Indebtedness to which the Holders of the Junior Securities of any
series or the Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Junior Securities of any series or the Trustee, shall, as
between the Company, the Company’s creditors other than holders of Senior Indebtedness,
and the Holders of the Junior Securities of such series, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness. It is understood that the provisions
of this Article are and are intended solely for the purpose of defining the relative
rights of the Holders of the Junior Securities of any series, on the one hand, and the
holders of Senior Indebtedness, on the other hand. 



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



44  














	





        Upon
any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 7.01, and the Holders of the Junior
Securities of any series shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which any dissolution, winding up, liquidation or
reorganization proceedings are pending, or certificate of the receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of the Junior Securities of such
series, for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article. 



        Section
11.04 Authorization by Holders of Junior Securities.



        Each
holder of a Junior Security of any series by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate, as between the Holder of the Junior Security and the holders of Senior
Indebtedness, the subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes including, without limitation, to execute,
verify, deliver and file any proofs of claim which any holder of Senior Indebtedness may
at any time require in order to prove and realize upon any rights or claims pertaining to
the Securities and to effectuate the full benefit of the subordination contained herein.
Upon failure of the Trustee so to do, any such holder of Senior Indebtedness shall be
deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder to
execute, verify, deliver and file any such proofs of claim. 



        Section
11.05 Notices to Trustee.



        The
Company shall give prompt written notice to the Trustee of any fact known to it which
would prohibit the making of any payment of moneys to or by the Trustee in respect of the
Junior Securities of any series pursuant to the provisions of this Article.
Notwithstanding the provisions of this Article or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee in respect of the
Junior Securities of any series pursuant to the provisions of this Article, unless and
until a Trust Officer of the Trustee shall have received at its Corporate Trust Office
written notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if a Trust Officer of the
Trustee shall not have received at least three Business Days prior to the date upon which
by the terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of the principal of (premium, if any) or interest on any
Junior Security of any series) with respect to such moneys the notice provided for in
this Section, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have the full power and authority to receive such moneys and to apply the
same to the purpose for which they were received and shall not be affected by any notice
to the contrary which may be received by it within three Business Days prior to such date. 



45  














	





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



        Section
11.06 Trustee’s Relation to Senior Indebtedness. 



        The
Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article in respect of any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere in
this Indenture shall deprive the Trustee of any of its rights as such holder. 



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



        Section
11.07 No Impairment of Subordination. 



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



        Section
11.08 Article 11 Not To Prevent Events of Default. 



        The
failure to make a payment on account of principal of (premium, if any) or interest on the
Junior Securities of any series by reason of any provision in this Article 11 shall not
be construed as preventing the occurrence of an Event of Default with respect to such
series under Section 6.01. 



46  














	





        Section
11.09 Paying Agents other than the Trustee.



        In
any case at any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term “Trustee” as used in this Article 11
shall in such case (unless the context shall otherwise require) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article 11 in addition to or in place
of the Trustee. 



        Section
11.10 Securities Senior to Subordinated Indebtedness. 



        The
indebtedness represented by the Securities of any series will be senior and prior in
right of payment to all Subordinated Indebtedness, to the extent and in the manner
provided in such Subordinated Indebtedness. 



ARTICLE 12.
                           
       SINKING FUND 



        Section
12.01 Mandatory and Optional Sinking Fund Payments.



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



        The
minimum amounts of any sinking fund payments provided for by the terms of Securities of
any series are herein referred to as “mandatory sinking fund payments”, and any payments
in excess of those minimum amounts provided for by the terms of Securities of that series
are herein referred to as “optional sinking fund payments”. If provided for by the terms
of the Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of
Securities of that series. 



        Section
12.02 Satisfaction of Sinking Fund Payments with Securities.



        The
Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series, as provided for by the terms of that series (1) deliver
to the Holders of outstanding Securities of that series (other than any of such
Securities previously called for redemption or any of such Securities by mandatory
sinking fund payment in respect of which cash shall have been released to the Company),
(2) apply as a credit Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of that series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that no Securities of such series have been previously so credited
and (3) apply as a credit Securities of that series which have been converted or
exchanged into shares of the Company’s common stock or Securities of another series
pursuant to the terms of that series of Securities, provided that such series of
Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities of any series in lieu of cash payments pursuant to this Section, the
principal amount of Securities of that series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities
of that series for redemption, except upon the request of the Company, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding
sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at
the request of the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the Company to
the Trustee of Securities of that series purchase by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the Company. 



47  














	





        Section
12.03 Redemption of Securities for Sinking Funds. 



        Not
less than 60 days prior to each mandatory sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the mandatory sinking fund payment for that series pursuant to the terms of
that series, the portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivery or credit of Securities
pursuant to Section 12.02 hereof, and the optional amount, if any, to be added in cash to
the mandatory sinking fund payment, and will also deliver to the Trustee any Securities
to be so credited and not theretofore delivered. If such Officers’ Certificate shall
specify an optional amount to be added in cash to the mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified. Not less than
30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02 hereof and cause notice of the redemption thereof to be given in the name of
and at the expense of the Company in the manner provided in Section 3.03 hereof. 



ARTICLE 13.
                                 
 MISCELLANEOUS 



        Section
13.01 Trust Indenture Act Controls.



        If
any provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Indenture by the TIA, the required provisions
shall control. 



        Section
13.02 Notices. 



        Any
notices or other communications required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, or first class mail, postage
prepaid (except that any notice by the Trustee to the Company of a default or an Event of
Default under this Indenture shall be by registered or certified mail, postage prepaid,
return receipt requested), or by a nationally-recognized overnight express courier
service (which notices or communications shall be deemed received the business day after
the receipt thereof by such service), addressed as follows: 



48  


















		
	if
      to the Company:	 		 
	 	 	 	 
	American
      Retirement Corporation	 		 
	111 Westwood
      Place	 		 
	Suite 200	 		 
	Brentwood,
      Tennessee 37027	 		 
	Attention:
      Chief Executive Officer	 		 
	Telephone:
      (615) 221-2250	 		 
	Facsimile:
      (615) 221-2269	 		 
		
	 	 	 	 
	if to the
      Trustee:	 		 
	 	 	 	 
	____________________________	 		 
	____________________________	 		 
	____________________________	 		 
	____________________________	 		 
	Attention:____________________	 		 
	Telephone:___________________	 		 
	Facsimile:____________________	 		 
		






	



        The
Company or the Trustee by notice to the other may designate additional or different
addresses as shall be furnished in writing by either party. Any notice or communication
to the Company or the Trustee shall be deemed to have been given or made as of the date
so delivered if personally delivered, and five (5) calendar days after mailing if sent by
registered or certified mail (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee). 



        Any
notice or communication mailed to a Securityholder shall be mailed to the address of such
Securityholder as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed. 



        Failure
to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether or not
the addressee receives it. 



        In
case by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice, as required by this Indenture, then
such method of notification as shall be made with the approval of the Trustee shall
constitute a sufficient mailing of such notice. 



        If
the Company mails any notice or communication to Securityholders, it shall mail a copy to
the Trustee and all Agents at the same time. 



        Section
13.03 Communications by Holders with Other Holders. 



        Securityholders
of any series may communicate pursuant to TIA ss.312(b) with other Securityholders of
such series with respect to their rights under this Indenture or the Securities of such
series. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA ss.312(c). 



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        Section
13.04 Certificate and Opinion as to Conditions Precedent. 



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










	 	        (1)
an Officers’ Certificate (which shall include the statements set       forth in Section
13.05) stating that, in the opinion of the signers, all       conditions precedent, if
any, provided for in this Indenture relating to       the proposed action have been
complied with; and 







	 	        (2)
an Opinion of Counsel (which shall include the statements set       forth in Section
13.05) stating that, in the opinion of such counsel, all       such conditions precedent
have been complied with. 







	


        Section
13.05 Statements Required in Certificate and Opinion. 



        Each
Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition
or covenant provided for in this Indenture shall include: 










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







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







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







	 	        (4)
a statement as to whether or not, in the opinion of such Person,       such covenant or
condition has been complied with. 







	


        Section
13.06 Rules by Trustee and Agents. 



        The
Trustee may make reasonable rules for action by or at a meeting of Securityholders. The
Registrar, Paying Agent or Conversion Agent may make reasonable rules for its functions. 



        Section
13.07 Record Date. 



        Whenever
the Company or the Trustee solicits an act of Securityholders of any series, the Company
or the Trustee may fix in advance of the solicitation of such act a date as the record
date for determining Securityholders of such series entitled to perform said act. The
record date shall be not more than 15 days prior to the date fixed for the solicitation
of said act. 




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        Section
13.08 Legal Holidays. 



        A
“Legal Holiday” is a Saturday, a Sunday or a day on which banks or trust companies in the
city in which either the Trustee or the Company is located are not required to be open.
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
13.09 Governing Law. 



        THE
LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 



        Section
13.10 No Adverse Interpretation of Other Agreements. 



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



        Section
13.11 No Recourse Against Others. 



        No
stockholder, director or officer, as such, past, present or future, of the Company or of
any successor corporation or trust shall have any liability for any obligation of the
Company under the Securities or the Indenture or for any claim based on, in respect of or
by reason of, such obligations or their creation. Each Holder of a Security of any series
by accepting a Security waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Securities. 



        Section
13.12 Successors. 



        All
agreements of the Company in this Indenture and the Securities shall bind its successor.
All agreements of the Trustee in this Indenture shall bind its successor. 



        Section
13.13 Multiple Counterparts. 



        The
parties may sign multiple counterparts of this Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent the same agreement. 



        Section
13.14 Table of Contents, Headings, etc. 



        The
table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof. 



        Section
13.15 Severability. 



        In
case any provision in this Indenture or in the Securities of any series 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, and a Holder shall have
no claim therefor against any party hereto. 



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









	 		AMERICAN RETIREMENT CORPORATION




By:  

      ——————————————

        Name:         

        Title:                         



	 		TRUSTEE




By:  

      ——————————————

              Authorized Officer






	


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